N-CSR 1 d699787dncsr.htm ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST ANNUAL REPORT Allianz Variable Insurance Products Fund of Funds Trust Annual Report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21624

 

 

Allianz Variable Insurance Products Fund of Funds Trust

(Exact name of registrant as specified in charter)

 

 

5701 Golden Hills Drive,

Minneapolis, MN 55416-1297

(Address of principal executive offices) (Zip code)

 

 

Citi Fund Services Ohio, Inc.,

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, 2018

 

 

 


Item 1.

Reports to Stockholders.

 


AZL® Balanced Index Strategy Fund

Annual Report

December 31, 2018

 

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, 2018?

For the year ended December 31, 2018, the AZL® Balanced Index Strategy Fund (the “Fund”) had a total return of -4.36%. That compared to a -4.38%, 0.01% and -1.81% 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.*

U.S. large-cap stocks fell 4.38% during the 12-month period. They started the year out with gains over the first three quarters thanks in part to strong economic data and positive earnings growth, and despite a volatile first quarter. However, volatility returned in the fourth quarter due to investor concerns over the Federal Reserve Board’s (the Fed) continued interest rate hikes, along with political and economic uncertainty, and contentious global trade negotiations. Mid- and small-cap stocks also performed poorly for the year: The S&P 400 generated a -11.08% return while the S&P 600 returned -8.48%. Growth stocks outperformed value stocks during the first three quarters, however, that trend reversed in the fourth quarter.

International developed markets, as measured by the MSCI EAFE Index (net), underperformed U.S. equities, posting a -13.79% return for the year. Though developed markets underperformed U.S. equities during the first three quarters, they outperformed U.S. equities during the volatile fourth quarter.

The U.S. bond market ended the year nearly flat, with the Bloomberg Barclays U.S. Aggregate Bond Index gaining 0.01%. Despite the relative neutral return, there was a lot of activity in the fixed income market over the course of the year. The Fed hiked interest rates four times during the 12-month period. Treasury yields rose during the first three quarters before the yield curve flattened in the fourth quarter. The intermediate part of the curve inverted as a result. Investment-grade corporate spreads widened sharply during the year, as investors became more risk averse, especially during the fourth quarter.

The Fund, which invests in both U.S. and international markets, underperformed its composite benchmark in 2018. The Fund’s strategic allocation to international equities weighed on relative results as U.S. equities outperformed international equities during the period. A strategic allocation to U.S mid- and small-cap equities also hurt performance as these underperformed U.S. large-cap equities during the year.*

Within the Fund’s fixed income holdings, an overweight allocation to corporate bonds hurt relative performance. The Fund modestly lagged its fixed income benchmark during the period as a result.*

 

 

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, 2018.

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. indexes 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.

The indexes defined above are unmanaged. 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 Indexes 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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

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

AZL® Balanced Index Strategy Fund

     -4.36 %      4.42 %      3.85 %      7.28 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      14.05 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.52 %      3.34 % 

Balanced Composite Index

     -1.81 %      5.80 %      5.63 %      8.86 % 

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

     0.69 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense 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 indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL Balanced Index Strategy Fund

    $ 1,000.00     $ 956.40     $ 0.39       0.08 %

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

 

     Beginning
Account Value
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL Balanced Index Strategy Fund

    $ 1,000.00     $ 1,024.80     $ 0.41       0.08 %

 

*

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income Funds

      52.2 %

Domestic Equity Funds

      35.5

International Equity Funds

      12.4
   

 

 

 

Total Investment Securities

      100.1

Net other assets (liabilities)

      (0.1 )
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL Balanced Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (100.1%):       
Domestic Equity Funds (35.5%):       
  1,401,297      AZL Mid Cap Index Fund, Class 2    $ 26,638,665  
  6,601,212      AZL S&P 500 Index Fund, Class 2      96,443,706  
  1,132,159      AZL Small Cap Stock Index Fund, Class 2      13,778,376  
     

 

 

 
        136,860,747  
     

 

 

 
Fixed Income Funds (52.2%):       
  19,073,871      AZL Enhanced Bond Index Fund      201,992,298  
     

 

 

 
Shares            Fair Value  
Affiliated Investment Companies, continued       
International Equity Funds (12.4%):       
  3,350,640      AZL International Index Fund, Class 2    $ 47,746,626  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $325,763,017)

     386,599,671  
     

 

 

 
 

Total Investment Securities
(Cost $325,763,017) — 100.1%(a)

     386,599,671  
 

Net other assets (liabilities) — (0.1)%

     (411,077 ) 
     

 

 

 
 

Net Assets — 100.0%

   $ 386,188,594  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

(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, 2018

 

Assets:

   

Investments in affiliates, at cost

    $ 325,763,017
   

 

 

 

Investments in affiliates, at value

    $ 386,599,671

Interest and dividends receivable

      455

Receivable for affiliated investments sold

      106,057

Prepaid expenses

      4,805
   

 

 

 

Total Assets

      386,710,988
   

 

 

 

Liabilities:

   

Cash overdraft

      106,057

Payable for capital shares redeemed

      381,195

Manager fees payable

      16,651

Administration fees payable

      4,420

Custodian fees payable

      448

Administrative and compliance services fees payable

      1,290

Transfer agent fees payable

      427

Trustee fees payable

      494

Other accrued liabilities

      11,412
   

 

 

 

Total Liabilities

      522,394
   

 

 

 

Net Assets

    $ 386,188,594
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 304,559,493

Total distributable earnings

      81,629,101
   

 

 

 

Net Assets

    $ 386,188,594
   

 

 

 

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

      25,938,792

Net Asset Value (offering and redemption price per share)

    $ 14.89
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

    

Dividends from affiliates

     $ 8,055,061

Dividends from non-affiliates

       716
    

 

 

 

Total Investment Income

       8,055,777
    

 

 

 

Expenses:

    

Manager fees

       212,386

Administration fees

       54,026

Custodian fees

       4,062

Administrative and compliance services fees

       6,950

Transfer agent fees

       5,459

Trustee fees

       21,797

Professional fees

       17,847

Shareholder reports

       9,271

Other expenses

       3,595
    

 

 

 

Total expenses

       335,393
    

 

 

 

Net Investment Income/(Loss)

       7,720,384
    

 

 

 

Net realized and Change in net unrealized gains/losses on investments

    

Net realized gains/(losses) on affiliated underlying funds

       6,782,754

Net realized gains/(losses) on securities

       803

Net realized gains distributions from affiliated underlying funds

       7,927,333

Change in net unrealized appreciation/depreciation on affiliated underlying funds

       (40,203,778 )
    

 

 

 

Net realized and Change in net unrealized gains/losses on investments

       (25,492,888 )
    

 

 

 

Change in Net Assets Resulting From Operations

     $ (17,772,504 )
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL Balanced Index Strategy Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 7,720,384     $ 3,459,020

Net realized gains/(losses) on investments

      14,710,890       16,237,892

Change in unrealized appreciation/depreciation on investments

      (40,203,778 )       28,523,288
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (17,772,504 )       48,220,200
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (19,383,356 )       (30,564,447 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (19,383,356 )       (30,564,447 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      8,361,288       15,459,952

Proceeds from dividends reinvested

      19,383,356       30,564,447

Value of shares redeemed

      (52,781,680 )       (53,598,790 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      (25,037,036 )       (7,574,391 )
   

 

 

     

 

 

 

Change in net assets

      (62,192,896 )       10,081,362

Net Assets:(a)

       

Beginning of period

      448,381,490       438,300,128
   

 

 

     

 

 

 

End of period

    $ 386,188,594     $ 448,381,490
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      526,619       950,921

Dividends reinvested

      1,252,155       1,932,013

Shares redeemed

      (3,282,281 )       (3,277,297 )
   

 

 

     

 

 

 

Change in shares

      (1,503,507 )       (394,363 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 16.34     $ 15.75     $ 15.44     $ 15.91     $ 15.40
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.31       0.15       0.30       0.34       0.16

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.99 )       1.62       0.73       (0.34 )       0.78
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.68 )       1.77       1.03       — (a)       0.94
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.16 )       (0.38 )       (0.43 )       (0.17 )       (0.23 )

Net Realized Gains

      (0.61 )       (0.80 )       (0.29 )       (0.30 )       (0.20 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.77 )       (1.18 )       (0.72 )       (0.47 )       (0.43 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 14.89     $ 16.34     $ 15.75     $ 15.44     $ 15.91
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(b)

      (4.36 )%       11.50 %       6.75 %       0.01 %       6.11 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 386,189     $ 448,381     $ 438,300     $ 432,536     $ 438,651

Net Investment Income/(Loss)

      1.82 %       0.78 %       1.83 %       2.14 %       1.02 %

Expenses Before Reductions*(c)

      0.08 %       0.08 %       0.08 %       0.08 %       0.08 %

Expenses Net of Reductions*

      0.08 %       0.08 %       0.08 %       0.08 %       0.08 %

Portfolio Turnover Rate

      5 %       6 %       12 %       11 %       9 %

 

*

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, 2018

 

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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

 

8


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (9,832,388 )

From net realized gains

         (20,732,059 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (30,564,447 )

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL Balanced Index Strategy Fund

         0.05 %          0.20 %

Any amounts contractually waived or reimbursed by the Manager in a particular fiscal year will be subject to repayment by the Fund to the Manager to the extent that from time to time through the next three fiscal years the repayment will not cause the Fund’s expenses to exceed the lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain(Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
 

Net Realized

Gains Distributions
from Affiliated
Underlying Funds

AZL Enhanced Bond Index Fund

    $ 224,376,218     $ 6,797,507     $ (23,008,797 )     $ (891,929 )     $ (5,280,701 )     $ 201,992,298       19,073,871     $ 4,582,937     $ —

AZL International Index Fund, Class 2

      56,347,640       4,802,608       (3,777,404 )       714,687       (10,340,905 )       47,746,626       3,350,640       1,412,882       689,563

AZL Mid Cap Index Fund, Class 2

      33,670,676       2,832,930       (4,010,258 )       746,477       (6,601,160 )       26,638,665       1,401,297       281,910       2,326,996

AZL S&P 500 Index Fund, Class 2

      116,180,562       6,771,190       (17,454,115 )       5,278,029       (14,331,960 )       96,443,706       6,601,212       1,636,395       3,438,861

AZL Small Cap Stock Index Fund, Class 2

      18,001,081       1,847,226       (3,356,369 )       935,490       (3,649,052 )       13,778,376       1,132,159       140,937       1,471,913
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 448,576,177     $ 23,051,461     $ (51,606,943 )     $ 6,782,754     $ (40,203,778 )     $ 386,599,671       31,559,179     $ 8,055,061     $ 7,927,333
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

 

9


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $3,882 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Affiliated Investment Companies

       $ 386,599,671        $ —        $ —        $ 386,599,671
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 386,599,671        $ —        $ —        $ 386,599,671
      

 

 

        

 

 

        

 

 

        

 

 

 

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 23,051,460        $ 51,606,943

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, 2018, the Fund did not directly invest in derivatives.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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.

 

10


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $327,266,288. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 59,333,383

Unrealized (depreciation)

    —  
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 59,333,383  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL Balanced Index Strategy Fund

       $ 3,957,710        $ 15,425,646        $ 19,383,356

 

(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, 2017 were as follows:

 

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

AZL Balanced Index Strategy Fund

       $ 9,834,481        $ 20,729,966        $ 30,564,447

 

(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, 2018, 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

       $ 8,970,214        $ 13,325,504        $ —        $ 59,333,383        $ 81,629,101

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 90% of the Fund.

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.

 

11


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL Balanced Index Strategy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL Balanced Index Strategy Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

12


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 29.58% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $15,425,645.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

15


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address, and

Year of Birth

  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 (1947)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.

Peggy L. Ettestad (1957)

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   34   Luther College
Tamara Lynn Fagely (1958)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)
Richard H. Forde (1953)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.
Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund
Dickson W. Lewis (1948)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None
Arthur C. Reeds, III (1944)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address, and

Year of Birth

  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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)
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 (1963)
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 (1968)
5701 Golden Hills Drive
Minneapolis, MN 55416
   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

18


LOGO

 

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

These Funds are not FDIC Insured.

   ANNRPT1218 2/19


AZL® DFA Multi-Strategy Fund

Annual Report

December 31, 2018

 

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, 2018?

For the year ended December 31, 2018, the AZL® DFA Multi-Strategy Fund (the “Fund”) returned -5.91%. That compared to a -4.38%, 0.01% and -2.26% 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 pursues broad diversification across three equity sub-portfolios and one fixed income sub-portfolio. The four 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. equities sustained a brief period of volatility during the first quarter, but still managed to post healthy gains for the first three quarters of the year. Markets gained on strong economic data coupled with positive earnings growth. However, volatility increased significantly in the fourth quarter as investors became concerned with continued Federal Reserve Board (the Fed) rate hikes, political and economic uncertainty, and contentious trade negotiations. The S&P 500 Index returned -4.38% for the year, while the S&P 400 Index2 returned -11.08% and the S&P 600 Index3 returned -8.48%. Growth stocks sharply outperformed value stocks during the year, although this trend reversed during the fourth quarter.

International developed market equities, as measured by the MSCI EAFE Index4, returned -13.79% for the year, underperforming U.S. equities in general. However, international developed market equities generally outperformed their U.S. counterparts during the volatile fourth quarter.

The U.S. bond market ended the year flat, with the Bloomberg Barclays U.S. Aggregate Bond Index gaining just 0.01%, although this return masks a good deal of activity in fixed income markets during the 12-month period. Treasury yields rose during the first three quarters, then the yield curve flattened dramatically during the fourth quarter, leaving the intermediate part of the curve inverted. Investment-grade corporate spreads widened sharply during the year as investors became more risk averse, especially during the fourth quarter. The Fed hiked rates four times during the year.

The Fund, which invests in both U.S. and international markets, underperformed its composite benchmark in 2018. The Fund’s strategic allocation to international equities detracted, as international equities underperformed U.S. equities. The Fund further underperformed due to its

strategic allocation to U.S. mid-and small-cap equities, which underperformed U.S. large-cap equities during 2018, as well as its bias toward value stocks, which generally underperformed growth stocks.*

Within the Fund’s fixed income holdings, the Fund’s shorter duration contributed to returns relative to the Bloomberg Barclays U.S. Aggregate Bond Index, as longer-dated fixed income securities underperformed their shorter-dated counterparts. Compared to the Fund’s fixed income benchmark, the Fund benefited by holding currency-hedged exposure to non-US bonds.*

 

 

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, 2018.

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. indexes 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.

The indexes defined above are unmanaged. 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. have been gradually increasing and are expected to continue on this path in the near future, 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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

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

AZL® DFA Multi-Strategy Fund

    -5.91 %      5.05 %      4.17 %      8.99 % 

S&P 500 Index

    -4.38 %      9.26 %      8.49 %      14.05 % 

Bloomberg Barclays U.S. Aggregate Bond Index

    0.01 %      2.06 %      2.52 %      3.34 % 

Moderate Composite Index

    -2.26 %      6.52 %      6.22 %      9.93 % 

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      0.97 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense 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 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 indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL DFA Multi-Strategy Fund

    $ 1,000.00     $ 932.40     $ 0.34       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL DFA Multi-Strategy Fund

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

 

*

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equity Funds

      46.1 %

Fixed Income Funds

      42.5

International Equity Funds

      11.4
   

 

 

 

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, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (100.0%):  
Domestic Equity Funds (46.1%):  
  31,573,684      AZL DFA U.S. Core Equity Fund    $ 357,414,103  
  8,914,858      AZL DFA U.S. Small Cap Fund      90,842,403  
     

 

 

 
        448,256,506  
     

 

 

 
Fixed Income Funds (42.5%):  
  41,037,125      AZL DFA Five-Year Global Fixed Income Fund      412,833,477  
     

 

 

 
Shares            Fair Value  
Affiliated Investment Companies, continued  
International Equity Funds (11.4%):  
  12,069,597      AZL DFA International Core Equity Fund    $ 111,040,289  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $939,973,548)

     972,130,272  
     

 

 

 
 

Total Investment Securities
(Cost $939,973,548) — 100.0%(a)

     972,130,272  
 

Net other assets (liabilities) — 0.0%+

     3,293  
     

 

 

 
 

Net Assets — 100.0%

   $ 972,133,565  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

+

Represents less than 0.05%.

 

(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, 2018

 

Assets:

   

Investments in affiliates, at cost

    $ 939,973,548
   

 

 

 

Investments in affiliates, at value

    $ 972,130,272

Receivable for capital shares issued

      73,303

Receivable for affiliated investments sold

      137,730

Prepaid expenses

      11,902
   

 

 

 

Total Assets

      972,353,207
   

 

 

 

Liabilities:

   

Cash overdraft

      137,730

Manager fees payable

      42,127

Administration fees payable

      4,535

Custodian fees payable

      1,231

Administrative and compliance services fees payable

      3,326

Transfer agent fees payable

      477

Trustee fees payable

      1,274

Other accrued liabilities

      28,942
   

 

 

 

Total Liabilities

      219,642
   

 

 

 

Net Assets

    $ 972,133,565
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 890,947,731

Total distributable earnings

      81,185,834
   

 

 

 

Net Assets

    $ 972,133,565
   

 

 

 

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

      74,852,418

Net Asset Value (offering and redemption price per share)

    $ 12.99
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 10,214,862

Dividends from non-affiliates

      124
   

 

 

 

Total Investment Income

      10,214,986
   

 

 

 

Expenses:

   

Manager fees

      562,041

Administration fees

      58,995

Custodian fees

      8,746

Administrative and compliance services fees

      18,492

Transfer agent fees

      6,010

Trustee fees

      58,198

Professional fees

      46,752

Shareholder reports

      22,498

Other expenses

      11,142
   

 

 

 

Total expenses

      792,874
   

 

 

 

Net Investment Income/(Loss)

      9,422,112
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      21,991,574

Net realized gains/(losses) on securities

      3,658

Net realized gains distributions from affiliated underlying funds

      17,980,171

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (109,331,866 )
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (69,356,463 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (59,934,351 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL DFA Multi-Strategy Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 9,422,112     $ 12,266,632

Net realized gains/(losses) on investments

      39,975,403       20,143,905

Change in unrealized appreciation/depreciation on investments

      (109,331,866 )       110,992,500
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (59,934,351 )       143,403,037
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (28,987,454 )       (9,184,174 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (28,987,454 )       (9,184,174 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      3,711,811       11,253,458

Proceeds from dividends reinvested

      28,987,454       9,184,174

Value of shares redeemed

      (175,840,406 )       (144,629,334 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      (143,141,141 )       (124,191,702 )
   

 

 

     

 

 

 

Change in net assets

      (232,062,946 )       10,027,161

Net Assets:(a)

       

Beginning of period

      1,204,196,511       1,194,169,350
   

 

 

     

 

 

 

End of period

    $ 972,133,565     $ 1,204,196,511
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      263,773       845,577

Dividends reinvested

      2,094,469       674,811

Shares redeemed

      (12,361,568 )       (10,743,935 )
   

 

 

     

 

 

 

Change in shares

      (10,003,326 )       (9,223,547 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 14.19     $ 12.69     $ 18.08     $ 18.71     $ 17.86
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.15       0.15       0.10       0.01       0.20

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.97 )       1.46       1.32       (0.14 )       0.96
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.82 )       1.61       1.42       (0.13 )       1.16
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.17 )       (0.11 )       —       (0.24 )       (0.22 )

Net Realized Gains

      (0.21 )       —       (6.81 )       (0.26 )       (0.09 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.38 )       (0.11 )       (6.81 )       (0.50 )       (0.31 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 12.99     $ 14.19     $ 12.69     $ 18.08     $ 18.71
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

      (5.91 )%       12.69 %       9.32 %       (0.67 )%       6.53 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 972,134     $ 1,204,197     $ 1,194,169     $ 1,257,794     $ 1,439,548

Net Investment Income/(Loss)

      0.84 %       1.02 %       0.75 %       (0.07 )%       1.09 %

Expenses Before Reductions*(b)

      0.07 %       0.07 %       0.07 %       0.07 %       0.07 %

Expenses Net of Reductions*

      0.07 %       0.07 %       0.07 %       0.07 %       0.07 %

Portfolio Turnover Rate

      7 %       2 %       2 %       114 %(c)       7 %

 

*

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)

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 year.

 

See accompanying notes to the financial statements.

 

7


AZL DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for

 

8


AZL DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (9,184,174 )

From net realized gains

         —
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (9,184,174 )

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.” At December 31, 2018, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

For the year ended December 31, 2018, 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 %

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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
 

Purchases

at Cost

  Proceeds
from Sales
  Net
Realized
Gain(Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
 

Dividend

Income

  Net Realized
Gains Distributions
from Affiliated
Underlying Funds

AZL DFA Emerging Markets Core Equity Fund

    $ 63,140,016     $ 1,462,443     $ (54,106,102 )     $ (2,416,328 )     $ (8,080,029 )     $ —       —     $ 1,231,676     $ —

AZL DFA Five-Year Global Fixed Income Fund

      472,920,612       3,417,312       (65,824,867 )       (266,478 )       2,586,898       412,833,477       41,037,125       2,476,641       —

AZL DFA International Core Equity Fund

      87,201,630       49,986,259       (7,495,909 )       977,700       (19,629,391 )       111,040,289       12,069,597       1,429,515       409,915

AZL DFA U.S. Core Equity Fund

      459,210,202       17,922,702       (78,016,835 )       19,403,934       (61,105,900 )       357,414,103       31,573,684       4,496,441       11,865,448

AZL DFA U.S. Small Cap Fund

      122,556,147       6,285,394       (19,188,440 )       4,292,746       (23,103,444 )       90,842,403       8,914,858       580,589       5,704,808
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 1,205,028,607     $ 79,074,110     $ (224,632,153 )     $ 21,991,574     $ (109,331,866 )     $ 972,130,272       93,595,264     $ 10,214,862     $ 17,980,171
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. The fees are paid to the Manager on a quarterly basis. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administrative and compliance services fees.”

 

9


AZL DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $10,346 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total

Affiliated Investment Companies

       $ 972,130,272        $ —        $ —        $ 972,130,272
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 972,130,272        $ —        $ —        $ 972,130,272
      

 

 

        

 

 

        

 

 

        

 

 

 

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 79,074,110        $ 224,632,153

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, 2018, the Fund did not directly invest in derivatives.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

 

10


AZL DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $940,318,035. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 40,066,167

Unrealized (depreciation)

    (8,253,930 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 31,812,237  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL DFA Multi-Strategy Fund

       $ 13,032,287        $ 15,955,167        $ 28,987,454

 

(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, 2017 were as follows:

 

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

AZL DFA Multi-Strategy Fund

       $ 9,184,174        $ —        $ 9,184,174

 

(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, 2018, 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

       $ 10,447,503        $ 38,926,094        $ —        $ 31,812,237        $ 81,185,834

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 90% of the Fund. As of December 31, 2018, the Fund had a controlling interest (in excess of 50%) in the AZL DFA Five-Year Global Fixed Income Fund, AZL DFA U.S. Core Equity Fund, and AZL DFA U.S. Small Cap Fund, which are affiliated with the Investment Adviser.

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.

 

11


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL DFA Multi-Strategy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL DFA Multi-Strategy Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

12


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 49.70% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $15,955,166.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

15


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address, and

Year of Birth

 

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 (1947)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.

Peggy L. Ettestad (1957)

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   34   Luther College

Tamara Lynn Fagely (1958)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)

Richard H. Forde (1953)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.

Claire R. Leonardi (1955)

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   34   reSet Social Enterprise Investment Fund

Dickson W. Lewis (1948)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None

Arthur C. Reeds, III (1944)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address, and

Year of Birth

 

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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)

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 (1963)

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 (1968)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

18


LOGO

 

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

These Funds are not FDIC Insured.

   ANNRPT1218 2/19


AZL® MVP Balanced Index Strategy Fund

Annual Report

December 31, 2018

 

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, 2018?

For the year ended December 31, 2018, the AZL® MVP Balanced Index Strategy Fund (the “Fund”) returned -4.44%. That compared to a -4.38%, 0.01% and a -1.81% 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.*

U.S. large-cap stocks fell 4.38% during the 12-month period. These stocks rose during the first three quarters due in part to strong economic data and positive earnings growth, and despite a volatile first quarter. However, volatility returned in the fourth quarter due to investor concerns over the Federal Reserve Board’s (the Fed) continued interest rate hikes, along with political and economic uncertainty, and contentious global trade negotiations. Mid- and small-cap stocks also performed poorly for the year: The S&P 400 Index generated a -11.08% return while the S&P 600 Index returned -8.48%. Growth stocks outperformed value stocks during the first three quarters, but that trend reversed in the fourth quarter.

International developed markets, as measured by the MSCI EAFE Index (Net), underperformed U.S. equities, posting a -13.79% return for the year. However, international developed markets outpaced U.S. equities during the volatile fourth quarter.

The U.S. bond market ended the year nearly flat, with the Bloomberg Barclays U.S. Aggregate Bond Index gaining 0.01%. Despite the relative neutral return, there was a lot of activity in the fixed income market over the course of the year. The Fed hiked interest rates four times during the 12-month period. Treasury yields rose during the first three quarters before the yield curve flattened in the fourth quarter. The intermediate part of the curve inverted as a result. Investment-grade corporate spreads widened sharply during the year, as investors became more risk averse, especially during the fourth quarter.

The Fund, which invests in both U.S. and international markets, underperformed its composite benchmark in 2018. The Fund’s strategic allocation to international equities weighed on relative results as U.S. equities outperformed international equities during the period. A strategic allocation to U.S mid- and small-cap equities also hurt performance as these underperformed U.S. large-cap equities during the year.*

Within the Fund’s fixed income holdings, an overweight allocation to corporate bonds hurt relative performance. The Fund modestly lagged its fixed income benchmark during the period as a result.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP risk management process generally maintained a neutral equity allocation for most of the year relative to its target. However, as market volatility increased at the very end of the year, and after stocks had already declined significantly, the MVP risk management process reduced equity exposure. During the short period remaining in the year, this reduced equity exposure detracted from relative performance as stocks rallied in the final days of the period.*

 

 

Past performance does not guarantee future results.

 

*

The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2018.

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. indexes 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.

The indexes defined above are unmanaged. 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.

 

Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. have been gradually increasing and are expected to continue on this path in the near future, which may increase the Fund’s exposure to risks related to rising rates.

 

   

The performance of the Fund is expected to be lower than that of the Indexes 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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

     1
Year
    3
Year
    5
Year
    Since
Inception
(1/10/12)
 

AZL® MVP Balanced Index Strategy Fund

     -4.44 %      4.31 %      3.74 %      5.65 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      12.30 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.52 %      2.12 % 

Balanced Composite Index

     -1.81 %      5.80 %      5.63 %      7.28 % 

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

     0.71 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses, the Fund’s gross expense ratio would be 0.71%.

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 indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Balanced Index Strategy Fund

    $ 1,000.00     $ 956.30     $ 0.69       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Balanced Index Strategy Fund

    $ 1,000.00     $ 1,024.50     $ 0.71       0.13 %

 

*

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income Funds

      50.6 %

Domestic Equity Funds

      32.5

International Equity Funds

      12.0
   

 

 

 

Total Investment Securities

      95.1

Net other assets (liabilities)

      4.9
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Balanced Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (95.1%):  
Domestic Equity Funds (32.5%):  
  1,071,281      AZL Mid Cap Index Fund, Class 2    $ 20,365,050  
  4,602,320      AZL S&P 500 Index Fund, Class 2      67,239,890  
  857,144      AZL Small Cap Stock Index Fund, Class 2      10,431,439  
     

 

 

 
        98,036,379  
     

 

 

 
Fixed Income Funds (50.6%):  
  14,431,988      AZL Enhanced Bond Index Fund      152,834,757  
     

 

 

 
Shares            Fair Value  
Affiliated Investment Companies, continued  
International Equity Funds (12.0%):  
  2,545,924      AZL International Index Fund, Class 2    $ 36,279,424  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $278,014,348)

     287,150,560  
     

 

 

 
 

Total Investment Securities (Cost $278,014,348) —95.1%(a)

     287,150,560  
 

Net other assets (liabilities) — 4.9%

     14,783,296  
     

 

 

 
 

Net Assets — 100.0%

   $ 301,933,856  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

(a)

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

Futures Contracts

Cash of $14,918,925 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Long Futures

 

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

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

     3/15/19        27      $ 3,382,020      $ (23,033 ) 

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

     3/20/19        61        7,442,951        174,553  
           

 

 

 
            $ 151,520  
           

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Balanced Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in affiliates, at cost

    $ 278,014,348
   

 

 

 

Investments in affiliates, at value

      287,150,560

Cash

      18,272

Segregated cash for collateral

      14,918,925

Interest and dividends receivable

      26,049

Prepaid expenses

      3,729
   

 

 

 

Total Assets

     
302,117,535

   

 

 

 

Liabilities:

   

Payable for affiliated investments purchased

      18,272

Payable for capital shares redeemed

      123,005

Payable for variation margin on futures contracts

     
314

Manager fees payable

      25,900

Administration fees payable

      4,485

Custodian fees payable

      354

Administrative and compliance services fees payable

      1,023

Transfer agent fees payable

      430

Trustee fees payable

      392

Other accrued liabilities

      9,504
   

 

 

 

Total Liabilities

     
183,679

   

 

 

 

Net Assets

    $ 301,933,856
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 283,093,947

Total distributable earnings

      18,839,909
   

 

 

 

Net Assets

    $ 301,933,856
   

 

 

 

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

      24,403,592

Net Asset Value (offering and redemption price per share)

    $ 12.37
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 5,889,575

Interest

      274,865

Dividends from non-affiliates

      912
   

 

 

 

Total Investment Income

      6,165,352
   

 

 

 

Expenses:

   

Manager fees

      321,254

Administration fees

      53,340

Custodian fees

      3,411

Administrative and compliance services fees

      5,258

Transfer agent fees

      5,392

Trustee fees

      16,415

Professional fees

      13,663

Shareholder reports

      8,112

Other expenses

      2,627
   

 

 

 

Total expenses

      429,472
   

 

 

 

Net Investment Income/(Loss)

      5,735,880
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      1,552,800

Net realized gains distributions from affiliated underlying funds

      5,837,763

Net realized gains/(losses) on futures contracts

      (808,905 )

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (26,405,491 )

Change in net unrealized appreciation/depreciation on futures contracts

      64,692
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (19,759,141 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (14,023,261 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP Balanced Index Strategy Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 5,735,880     $ 2,278,329

Net realized gains/(losses) on investments

      6,581,658       7,645,879

Change in unrealized appreciation/depreciation on investments

      (26,340,799 )       24,224,785
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (14,023,261 )       34,148,993
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (10,275,883 )       (17,870,513 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (10,275,883 )       (17,870,513 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      21,031,895       21,993,018

Proceeds from dividends reinvested

      10,275,883       17,870,513

Value of shares redeemed

      (27,305,408 )       (46,656,347 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      4,002,370       (6,792,816 )
   

 

 

     

 

 

 

Change in net assets

      (20,296,774 )       9,485,664

Net Assets:(a)

       

Beginning of period

      322,230,630       312,744,966
   

 

 

     

 

 

 

End of period

    $ 301,933,856     $ 322,230,630
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      1,574,251       1,662,006

Dividends reinvested

      798,437       1,378,898

Shares redeemed

      (2,053,669 )       (3,503,941 )
   

 

 

     

 

 

 

Change in shares

      319,019       (463,037 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 13.38     $ 12.74     $ 12.30     $ 12.56     $ 12.03
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.24       0.11       0.17       0.22       0.08

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.82 )       1.32       0.64       (0.25 )       0.65
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.58 )       1.43       0.81       (0.03 )       0.73
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.11 )       (0.26 )       (0.28 )       (0.10 )       (0.12 )

Net Realized Gains

      (0.32 )       (0.53 )       (0.09 )       (0.13 )       (0.08 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.43 )       (0.79 )       (0.37 )       (0.23 )       (0.20 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 12.37     $ 13.38     $ 12.74     $ 12.30     $ 12.56
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

      (4.44 )%       11.40 %       6.61 %       (0.22 )%       6.09 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 301,934     $ 322,231     $ 312,745     $ 255,129     $ 208,618

Net Investment Income/(Loss)

      1.79 %       0.72 %       1.69 %       2.08 %       0.97 %

Expenses Before Reductions*(b)

      0.13 %       0.13 %       0.14 %       0.14 %       0.15 %

Expenses Net of Reductions*

      0.13 %       0.13 %       0.14 %       0.14 %       0.15 %

Portfolio Turnover Rate

      7 %       9 %       11 %       5 %       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.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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,

 

8


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the year ended December 31, 2018, 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 monthly average notional amount for these contracts was $15.6 million for the year ended December 31, 2018. 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, 2018:

 

   

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

 

   
Equity Contracts   Receivable for variation margin on futures contracts   $ —     Payable for variation margin on futures contracts   $ 23,033  

Interest Rate Risk

       
Interest Rate Contracts   Receivable for variation margin on futures contracts     174,553     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

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

Equity Risk

 

  
Equity Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ (808,905 )     $ (153,052 ) 

Interest Rate Risk

       
Interest Rate Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts      —        217,744  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (5,886,420 )

From net realized gains

         (11,984,093 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (17,870,513 )

 

9


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, 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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
 

Proceeds

from Sales

  Net
Realized
Gain(Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
 

Net Realized

Gains Distributions
from Affiliated
Underlying Funds

AZL Enhanced Bond Index Fund

    $ 153,072,168     $ 13,482,355     $ (9,436,074 )     $ (534,660 )     $ (3,749,032 )     $ 152,834,757       14,431,988     $ 3,345,618     $ —

AZL International Index Fund, Class 2

      40,510,932       4,902,628       (1,720,518 )       136,455       (7,550,073 )       36,279,424       2,545,924       1,081,480       527,822

AZL Mid Cap Index Fund, Class 2

      24,205,200       2,175,127       (1,485,286 )       149,885       (4,679,876 )       20,365,050       1,071,281       216,610       1,787,981

AZL S&P 500 Index Fund, Class 2

      75,637,309       6,304,565       (8,201,357 )       1,551,769       (8,052,396 )       67,239,890       4,602,320       1,137,531       2,390,505

AZL Small Cap Stock Index Fund, Class 2

      12,940,281       1,239,793       (1,623,872 )       249,351       (2,374,114 )       10,431,439       857,144       108,336       1,131,455
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 306,365,890     $ 28,104,468     $ (22,467,107 )     $ 1,552,800     $ (26,405,491 )     $ 287,150,560       23,508,657     $ 5,889,575     $ 5,837,763
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $2,917 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 in total for both trusts.

 

10


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total

Affiliated Investment Company

       $ 287,150,560        $ —        $ —        $ 287,150,560
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         287,150,560          —          —          287,150,560
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         151,520          —          —          151,520
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 287,302,080        $ —        $ —        $ 287,302,080
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 28,104,468        $ 22,467,107

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $280,768,545. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 10,732,563

Unrealized (depreciation)

    (4,350,548 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 6,382,015  
 

 

 

 

 

11


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Balanced Index Strategy Fund

       $ 3,233,566        $ 7,042,317        $ 10,275,883

 

(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, 2017 were as follows:

 

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

AZL MVP Balanced Index Strategy Fund

       $ 6,083,704        $ 11,786,809        $ 17,870,513

 

(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, 2018, 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

     $ 6,684,897        $ 5,804,805        $ —        $ 6,382,015        $ 18,871,717

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 85% of the Fund.

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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP Balanced Index Strategy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP Balanced Index Strategy Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 23.77% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $617,833.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $7,042,317.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address, and

Year of Birth

  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 (1947)
5701 Golden Hills Drive Minneapolis, MN 55416
  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.
Peggy L. Ettestad (1957)
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   34   Luther College
Tamara Lynn Fagely (1958)
5701 Golden Hills Drive Minneapolis, MN 55416
  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds
(13 funds)
Richard H. Forde (1953)
5701 Golden Hills Drive Minneapolis, MN 55416
  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.
Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund
Dickson W. Lewis (1948)
5701 Golden Hills Drive Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None
Arthur C. Reeds, III (1944)
5701 Golden Hills Drive Minneapolis, MN 55416
  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address, and

Year of Birth

  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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)
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 (1963)
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 (1968)
5701 Golden Hills Drive Minneapolis, MN 55416
   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1218 2/19


AZL® MVP BlackRock Global Strategy Plus Fund

Annual Report

December 31, 2018

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Consolidated Expense Examples and Portfolio Composition

Page 3

Consolidated Schedule of Portfolio Investments

Page 4

Consolidated Statement of Assets and Liabilities

Page 22

Consolidated Statement of Operations

Page 22

Consolidated Statements of Changes in Net Assets

Page 23

Consolidated Financial Highlights

Page 24

Notes to the Consolidated Financial Statements

Page 25

Report of Independent Registered Public Accounting Firm

Page 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)

 

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, 2018?

For the year ended December 31, 2018, the AZL® MVP BlackRock Global Strategy Plus Fund (the “Fund”) returned -5.77%. That compared to a -8.77%, -4.38%, -13.81%, 1.46%, -1.82% and a -3.71% total return for its benchmarks, the FTSE World Index1, the S&P 500 Index1, the FTSE World ex U.S. Index1, the ICE BofA Merrill Lynch 5-Year U.S. Treasury Bond Index1, the FTSE (Non-USD) World Government Bond Index1, and the Balanced 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 declined for the year, though they generally outperformed international equities for the 12-month period. The S&P 500 Index returned -4.38%, while the FTSE World Ex U.S. Index returned -13.81% (in US dollar terms). Overall, equities suffered from investors’ concerns about slowing global growth, trade protectionism and geopolitical uncertainty, particularly in the U.K. and Italy. Positive corporate earnings reports and healthy macroeconomic data, including low unemployment, helped U.S. equities outperform their overseas counterparts.

Though markets had a strong start to the year, volatility quickly reared its head, first in equities and then in the investment-grade and emerging market bond sectors. In fixed-income markets, yields rose as the Federal Reserve Board pursued its schedule of four interest rate increases over the course of 2018. The European Central Bank left interest rates unchanged throughout the year and signaled the end of its quantitative easing program.

In the fourth quarter, yields initially reached a seven-year high before tightening financial conditions and a shift in tone from the Federal Open Market Committee caused yields to fall. Investors’ appetite for risk declined at the end of the period, leading to a strong sell-off in stocks.

The Fund underperformed its Balanced Reference Benchmark for the 12-month period under review. Within the Fund’s active equity holdings, a higher-than-benchmark exposure to Japanese stocks dragged on relative performance, as did an underweight to U.S. equities. From a sector perspective, an above-benchmark allocation to European financials dragged on returns, as did stock selection within the technology, healthcare, consumer discretionary, materials and real estate sectors.*

The Fund’s exposure to passive strategies through the AZL MSCI Global Equity Index Fund and the AZL Enhanced Bond Index Fund was a detractor from relative returns compared to the Balanced Reference Benchmark.*

An underweight allocation to fixed income had a broadly negative impact on relative results. Within the active fixed income component, the Fund’s above-benchmark exposure to U.S. duration and an overweight exposure to select emerging market government bonds also detracted. Exposure to commodity-related securities and the Fund’s currency management, particularly exposure to the Indian rupee, dragged on relative results as well.*

Within the active equity component, an above-benchmark exposure to India added to results, as it was one of the few Asian emerging markets to post a positive return for the year. From a sector perspective, an overweight allocation to the healthcare and technology sectors, along with underweight allocations to the consumer staples, financials and industrials sectors benefited relative returns. Stock selection within the utilities and industrials sectors also contributed. From a cash management perspective, the Fund’s underweight exposure to the euro and overweight exposure to the U.S. dollar also added to relative results.*

The underlying Funds use derivatives, which may include options, futures, swaps and forward contracts, both to seek to enhance returns of the Fund and to hedge (or protect) against adverse movements in currency exchange rates, interest rates and movements in the securities markets.*

During the period, the Fund’s use of derivatives detracted from the Fund’s performance.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP risk management process generally maintained a neutral equity allocation for most of the year relative to its target. As market volatility increased during February and March, the MVP risk management process reduced equity exposure. Overall, the MVP process had a moderately positive effect on performance.*

 

 

Past performance does not guarantee future results.

 

*

The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2018.

1 

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

 

 

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 in 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. have been gradually increasing and are expected to continue on this path in the near future, which may increase the Fund’s exposure to risks related to rising rates.    
 
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.      
 
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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

     1
Year
    3
Year
    5
Year
    Since
Inception
(1/10/12)
 

AZL® MVP BlackRock Global Strategy Plus Fund

     -5.77 %      2.79 %      1.77 %      4.16 % 

FTSE World Index

     -8.77 %      7.14 %      4.91 %      8.91 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      12.30 % 

FTSE World ex U.S. Index

     -13.81 %      4.57 %      1.08 %      5.29 % 

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

     1.46 %      0.91 %      1.42 %      1.00 % 

FTSE (Non-USD) World Government Bond Index

     -1.82 %      3.32 %      0.28 %      -0.13 % 

Balanced Reference Benchmark

     -3.71 %      4.86 %      3.44 %      5.18 % 

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

 

Expense Ratio    Gross  

AZL® MVP BlackRock Global Strategy Plus Fund

     1.02 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. The Manager and the Fund have entered into a written contract limiting operating expenses, excluding certain expenses (such as interest expenses, acquired fund fees and expenses and consolidated expenses) to 0.15% through April 30, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense ratio would be 0.71%.

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 ICE 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 FTSE (Non-USD) World Government Bond Index is a market capitalization-weighted index that tracks 10 government bond indexes, excluding the U.S. The Balanced Reference Benchmark is comprised of (30%) S&P 500; (20%) FTSE World ex U.S. Index; (30%) ICE BofA Merrill Lynch 5-Year U.S. Treasury Bond; and (20%) FTSE (Non-USD) World Government Bond Index. These indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
 

Annualized Expense

Ratio During Period
7/1/18 - 12/31/18

AZL MVP BlackRock Global Strategy Plus Fund

    $ 1,000.00     $ 955.20     $ 3.35       0.68 %

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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
 

Annualized Expense

Ratio During Period
7/1/18 - 12/31/18

AZL MVP BlackRock Global Strategy Plus Fund

    $ 1,000.00     $ 1,021.78     $ 3.47       0.68 %

 

*

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

 

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Common Stocks

      29.3 %

Fixed Income Funds

      28.6

International Equity Funds

      16.4

U.S. Treasury Obligations

      14.1

Foreign Bonds

      2.2

Corporate Bonds

      1.8

Short-Term Securities Held as Collateral for Securities on Loan

      1.5

Yankee Dollars

      0.9

Exchange Traded Funds

      0.6

Money Markets

      0.3

Convertible Preferred Stocks

      0.2

Preferred Stocks

      0.3

Purchased Options

      0.1

Convertible Bonds

      0.1

Bank Loans

      0.1

Private Placements

      0.1

Purchased Currency Options

      — ^

Purchased Swaptions

      — ^
   

 

 

 

Total Investment Securities

      96.6

Net other assets (liabilities)

      3.4
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^

Represents less than 0.05%.

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

United States

      80.0 %

Japan

      4.9

United Kingdom

      1.6

France

      1.4

Germany

      1.1

Canada

      0.8

China

      0.7

Netherlands

      0.6

India

      0.6

Switzerland

      0.6

All other countries

      4.3
   

 

 

 

Total Investment Securities

      96.6

Net other assets (liabilities)

      3.4
   

 

 

 

Net Assets

      100.0 %
   

 

 

 
 

 

3


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Common Stocks (29.3%):       
Aerospace & Defense (0.6%):       
  384      Boeing Co. (The)(a)    $ 123,840  
  426      Dassault Aviation SA(a)      589,803  
  77      Northrop Grumman Corp.(a)      18,857  
  4,798      Raytheon Co.(a)      735,773  
  12,478      Safran SA(a)      1,498,904  
  10,830      United Technologies Corp.(a)      1,153,179  
     

 

 

 
        4,120,356  
     

 

 

 
Air Freight & Logistics (0.0%)†:       
  1,268      C.H. Robinson Worldwide, Inc.^(a)      106,626  
     

 

 

 
Airlines (0.7%):       
  533      American Airlines Group, Inc.^(a)      17,115  
  48,224      Azul SA, ADR*(a)      1,335,322  
  659      Delta Air Lines, Inc.(a)      32,884  
  57,000      Japan Airlines Co., Ltd.(a)      2,019,164  
  4,199      Turk Hava Yollari Anonim Ortakligi*(a)      12,788  
  15,206      United Continental Holdings, Inc.*(a)      1,273,198  
     

 

 

 
        4,690,471  
     

 

 

 
Auto Components (0.5%):       
  48,683      Cheng Shin Rubber Industry Co., Ltd.(a)      64,309  
  328      Compagnie Generale des Establissements Michelin SCA, Class B(a)      32,425  
  37,700      Denso Corp.(a)      1,673,357  
  2,500      Exedy Corp.(a)      61,070  
  21,400      Koito Manufacturing Co., Ltd.(a)      1,091,819  
  141      Lear Corp.(a)      17,323  
  2,300      Stanley Electric Co., Ltd.(a)      64,151  
  20,400      Toyota Industries Corp.(a)      938,846  
     

 

 

 
        3,943,300  
     

 

 

 
Automobiles (0.6%):       
  1,500      BAIC Motor Corp., Ltd., Class H(a)      793  
  6,000      Dongfeng Motor Corp., Class H(a)      5,407  
  74,300      Fuji Heavy Industries, Ltd.(a)      1,586,353  
  817      General Motors Co.(a)      27,329  
  10,800      Guangzhou Automobile Group Co., Ltd.(a)      10,673  
  2,973      Hero MotoCorp, Ltd.(a)      132,008  
  4,100      Maruti Suzuki India, Ltd.(a)      437,290  
  35,900      Suzuki Motor Corp.(a)      1,816,807  
     

 

 

 
        4,016,660  
     

 

 

 
Banks (1.5%):       
  27,240      ABN AMRO Group NV(a)      637,964  
  23,000      Agricultural Bank of China, Ltd., Class A(a)      10,022  
  9,649      Banco Bilbao Vizcaya Argentaria SA(a)      50,892  
  2,022      Banco do Brasil SA(a)      24,257  
  573      Banco Santander Brasil SA(a)      6,314  
  56,040      Bank of America Corp.(a)      1,380,826  
  7,000      Bank of China, Ltd.(a)      3,008  
  12,891      Barclays plc(a)      24,724  
  28,000      China Citic Bank Co., Ltd.(a)      16,959  
  11,000      China Construction Bank(a)      9,019  
  20,916      Citigroup, Inc.(a)      1,088,887  
  888      Danske Bank A/S(a)      17,598  
  1,416      Fifth Third Bancorp(a)      33,318  
  287      Grupo Financiero Banorte SAB de C.V.(a)      1,401  
  826      Hana Financial Holdings Group, Inc.(a)      26,807  
  161,303      HSBC Holdings plc(a)      1,323,510  
Shares            Fair Value  
Common Stocks, continued       
Banks, continued       
  72,000      Industrial & Commercial Bank of China, Class H(a)    $ 51,101  
  1,329      Industrial Bank of Korea (IBK)(a)      16,735  
  13,344      JPMorgan Chase & Co.(a)      1,302,641  
  322      KB Financial Group, Inc.(a)      13,442  
  1,600      Mitsubishi UFJ Financial Group, Inc.(a)      7,891  
  72,800      PT Bank Central Asia Tbk(a)      131,651  
  1,341      Shinhan Financial Group Co., Ltd.(a)      47,591  
  1,639      Societe Generale(a)      52,029  
  91,540      State Bank of India*(a)      386,839  
  21,541      SunTrust Banks, Inc.(a)      1,086,528  
  60      Taiwan Cooperative Financial Holding Co.,
Ltd.(a)
     34  
  3,328      Turkiye Is Bankasi AS, Class C(a)      2,857  
  811      U.S. Bancorp(a)      37,063  
  548      Unicredit SpA(a)      6,216  
  6,300      United Overseas Bank, Ltd.(a)      112,949  
  66,352      Wells Fargo & Co.(a)      3,057,500  
  1,133      Woori Bank(a)      15,841  
     

 

 

 
        10,984,414  
     

 

 

 
Beverages (0.3%):       
  13,018      Anheuser-Busch InBev NV(a)      861,443  
  546      Carlsberg A/S, Class B(a)      58,100  
  4,000      China Resources Enterprises, Ltd.(a)      13,861  
  103      Constellation Brands, Inc., Class C(a)      16,564  
  10,300      Jiangsu Yanghe Brewery Joint-Stock Co., Ltd., Class A(a)      141,948  
  5,900      Kweichow Moutai Co., Ltd.(a)      506,531  
  25,900      Luzhou Laojiao Co., Ltd.(a)      153,230  
  1,583      PepsiCo, Inc.(a)      174,890  
  2,000      Tsingtao Brewery Co., Ltd., Class H(a)      8,086  
  19,400      Wuliangye Yibin Co., Ltd.(a)      143,626  
     

 

 

 
        2,078,279  
     

 

 

 
Biotechnology (0.4%):       
  1,367      AbbVie, Inc.(a)      126,024  
  645      Amgen, Inc.(a)      125,562  
  2,955      Biogen Idec, Inc.*(a)      889,219  
  255      Celgene Corp.*(a)      16,343  
  27,177      Gilead Sciences, Inc.(a)      1,699,921  
     

 

 

 
        2,857,069  
     

 

 

 
Building Products (0.1%):       
  1,034      Compagnie de Saint-Gobain SA(a)      34,412  
  5,500      Daikin Industries, Ltd.(a)      578,850  
  1,887      Fortune Brands Home & Security, Inc.^(a)      71,687  
  6,303      Masco Corp.(a)      184,300  
  4,100      Nichias Corp.(a)      70,839  
     

 

 

 
        940,088  
     

 

 

 
Capital Markets (0.4%):       
  598      Ameriprise Financial, Inc.(a)      62,413  
  631      Bank of New York Mellon Corp. (The)(a)      29,701  
  36,300      Charles Schwab Corp. (The)(a)      1,507,539  
  480      Goldman Sachs Group, Inc. (The)(a)      80,184  
  37,741      Morgan Stanley(a)      1,496,431  
  229      State Street Corp.(a)      14,443  
     

 

 

 
        3,190,711  
     

 

 

 
 

 

See accompanying notes to the financial statements.

 

4


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Common Stocks, continued       
Chemicals (1.4%):       
  15,826      Air Products & Chemicals, Inc.(a)    $ 2,532,951  
  40,800      Asahi Kasei Corp.(a)      416,344  
  14,500      Daicel Chemical Industries, Ltd.(a)      149,027  
  30,322      DowDuPont, Inc.(a)      1,621,621  
  1,971      Evonik Industries AG(a)      49,222  
  33,000      Formosa Chemicals & Fibre Corp.(a)      111,810  
  37,000      Formosa Plastics Corp.(a)      120,597  
  5,200      Hitachi Chemical Co., Ltd.(a)      77,673  
  893      Huntsman Corp.(a)      17,226  
  5,400      Kuraray Co., Ltd.(a)      75,769  
  582      LG Chem, Ltd.(a)      180,269  
  5      Lotte Chemical Corp.(a)      1,238  
  47,000      Nan Ya Plastics Corp.(a)      115,409  
  28,100      Nitto Denko Corp.(a)      1,403,172  
  713      Nutrien, Ltd.(a)      33,493  
  73,900      PTT Global Chemical Public Co., Ltd.(a)      161,485  
  17,300      Shin-Etsu Chemical Co., Ltd.(a)      1,332,989  
  54,000      Sinopec Shanghai Petrochemical Co., Ltd., Class H(a)      23,495  
  5,000      Sumitomo Chemical Co., Ltd.(a)      24,455  
  11,500      Toagosei Co., Ltd.(a)      127,779  
  86,300      Toray Industries, Inc.(a)      603,048  
  30,400      Ube Industries, Ltd.(a)      612,752  
     

 

 

 
        9,791,824  
     

 

 

 
Commercial Services & Supplies (0.0%)†:       
  6,229      Country Garden Services Holdings Co., Ltd.*(a)      9,804  
  191      Waste Management, Inc.(a)      16,997  
     

 

 

 
        26,801  
     

 

 

 
Communications Equipment (0.0%)†:       
  2,693      Cisco Systems, Inc.(a)      116,688  
  5,878      Nokia OYJ(a)      33,958  
  4,265      Telefonaktiebolaget LM Ericsson, Class B(a)      37,613  
     

 

 

 
        188,259  
     

 

 

 
Construction & Engineering (0.1%):       
  1,000      China Communications Construction Co.,
Ltd.(a)
     939  
  3,077      Eiffage SA(a)      257,389  
  700      Kajima Corp.(a)      9,385  
  14,400      Kinden Corp.(a)      231,668  
  1,900      Kyudenko Corp.(a)      71,503  
  3,700      Maeda Road Construction Co., Ltd.(a)      76,243  
  3,400      Nippo Corp.(a)      65,044  
  4,300      Okumura Corp.(a)      124,584  
  100      TAISEI Corp.(a)      4,252  
  18,400      Toda Corp.(a)      113,854  
     

 

 

 
        954,861  
     

 

 

 
Construction Materials (0.0%)†:       
  3,500      Anhui Conch Cement Co., Ltd., Class H(a)      16,795  
  14,576      Cemex SAB de C.V.*(a)      7,048  
  8,000      China National Buildings Material Co., Ltd.(a)      5,420  
  32,000      China Resources Cement Holdings, Ltd.(a)      28,447  
  11,000      Siam Cement PCL(a)      147,168  
     

 

 

 
        204,878  
     

 

 

 
Consumer Finance (0.0%)†:       
  694      Ally Financial, Inc.(a)      15,726  
  301      Capital One Financial Corp.(a)      22,753  
  490      Discover Financial Services(a)      28,900  
     

 

 

 
        67,379  
     

 

 

 
Shares            Fair Value  
Common Stocks, continued       
Containers & Packaging (0.0%)†:       
  331      Packaging Corp. of America(a)    $ 27,625  
     

 

 

 
Distributors (0.0%)†:       
  3,700      Canon Marketing Japan, Inc.(a)      65,430  
     

 

 

 
Diversified Consumer Services (0.0%)†:       
  275      New Oriental Education & Technology Group, Inc., ADR*(a)      15,073  
     

 

 

 
Diversified Financial Services (0.0%)†:       
  1,130      Berkshire Hathaway, Inc., Class B*(a)      230,723  
  126,000      Fubon Financial Holdings Co., Ltd.(a)      192,102  
     

 

 

 
        422,825  
     

 

 

 
Diversified Telecommunication Services (0.6%):       
  11,075      AT&T, Inc.(a)      316,081  
  48,548      Cellnex Telecom SAU(a)      1,239,996  
  244,000      Chunghwa Telecom Co., Ltd.(a)      896,151  
  81,000      HKT Trust & HKT, Ltd.(a)      116,631  
  2,700      Nippon Telegraph & Telephone Corp.(a)      109,948  
  62,300      Singapore Telecommunications, Ltd.(a)      133,667  
  576,422      Telecom Italia SpA*(a)      319,283  
  28,134      Telecom Italia RNC(a)      13,446  
  426      Telstra Corp., Ltd.(a)      855  
  24,657      Verizon Communications, Inc.(a)      1,386,216  
     

 

 

 
        4,532,274  
     

 

 

 
Electric Utilities (0.7%):       
  6,710      CEZ(a)      160,183  
  21,500      CK Infrastructure Holdings, Ltd.(a)      162,300  
  17,000      CLP Holdings, Ltd.(a)      191,648  
  161,458      Enel SpA(a)      931,336  
  910      Exelon Corp.(a)      41,041  
  6,500      Hongkong Electric Holdings, Ltd.(a)      45,130  
  17,110      NextEra Energy, Inc.(a)      2,974,060  
  739      PG&E Corp.*(a)      17,551  
  1,236      Scottish & Southern Energy plc(a)      16,991  
  374      Xcel Energy, Inc.(a)      18,427  
     

 

 

 
        4,558,667  
     

 

 

 
Electrical Equipment (0.2%):       
  768      Eaton Corp. plc(a)      52,731  
  4,900      GS Yuasa Corp.(a)      99,595  
  3,900      Mabuchi Motor Co., Ltd.(a)      119,227  
  124,600      Mitsubishi Electric Corp.(a)      1,366,165  
  382      Rockwell Automation, Inc.^(a)      57,483  
     

 

 

 
        1,695,201  
     

 

 

 
Electronic Equipment, Instruments & Components (0.2%):       
  2,108      ALPS Electric Co., Ltd.(a)      40,719  
  1,487      Corning, Inc.(a)      44,922  
  2,100      Hitachi, Ltd.(a)      55,829  
  62,320      Hon Hai Precision Industry Co., Ltd.(a)      143,847  
  7,100      Japan Aviation Electronics Industry, Ltd.(a)      81,469  
  300      Keyence Corp.(a)      151,215  
  9,300      Murata Manufacturing Co., Ltd.(a)      1,281,600  
  10      Samsung Electro-Mechanics Co., Ltd.,
Series L(a)
     935  
  1,000      Yageo Corp.(a)      10,212  
     

 

 

 
        1,810,748  
     

 

 

 
Energy Equipment & Services (0.0%)†:       
  492      Helmerich & Payne, Inc.(a)      23,586  
  8,746      Schlumberger, Ltd.(a)      315,556  
     

 

 

 
        339,142  
     

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Common Stocks, continued       
Entertainment (0.1%):       
  282      Ncsoft Corp.(a)    $ 118,161  
  300      Nexon Co., Ltd.*(a)      3,833  
  394      Walt Disney Co. (The)(a)      43,202  
  193,901      Zynga, Inc.*(a)      762,031  
     

 

 

 
        927,227  
     

 

 

 
Equity Real Estate Investment Trusts (0.2%):       
  585      American Tower Corp.(a)      92,541  
  9,597      Equity Residential Property Trust(a)      633,499  
  17,500      Link REIT (The)(a)      176,247  
  5,388      Stockland Trust Group(a)      13,364  
  3,292      Unibail-Rodamco-Westfield(a)      508,442  
  512      Vornado Realty Trust(a)      31,759  
  1,363      Weyerhaeuser Co.(a)      29,795  
     

 

 

 
        1,485,647  
     

 

 

 
Food & Staples Retailing (0.0%)†:       
  400      Aeon Co., Ltd.(a)      7,873  
  483      Coles Group, Ltd.*(a)      3,993  
  175      Costco Wholesale Corp.(a)      35,649  
  96      E-Mart Co., Ltd.(a)      15,659  
  6,789      Jeronimo Martins SGPS SA(a)      80,366  
  879      Koninklijke Ahold Delhaize NV(a)      22,172  
  1,128      Kroger Co. (The)(a)      31,020  
  1,900      Seven & I Holdings Co., Ltd.(a)      82,742  
  354      Sysco Corp.(a)      22,182  
  71      Walgreens Boots Alliance, Inc.(a)      4,851  
  1,009      Wal-Mart Stores, Inc.(a)      93,989  
  1,020      Woolworths, Ltd.(a)      21,131  
     

 

 

 
        421,627  
     

 

 

 
Food Products (1.1%):       
  77,300      Ajinomoto Co., Inc.(a)      1,371,533  
  42,956      Angel Yeast Co., Ltd., Class A(a)      157,735  
  583      Conagra Brands, Inc.(a)      12,453  
  39,747      Danone SA(a)      2,800,964  
  2,762      Mondelez International, Inc., Class A(a)      110,563  
  40,107      Nestle SA, Registered Shares(a)      3,262,060  
  6,000      Tingyi (Caymen Is) Holding Corp.(a)      7,948  
  79,000      Uni-President Enterprises Corp.(a)      178,799  
  176,000      Want Want China Holdings, Ltd.(a)      122,444  
  56,000      WH Group, Ltd.(a)      42,704  
     

 

 

 
        8,067,203  
     

 

 

 
Gas Utilities (0.2%):       
  3,500      Beijing Enterprises Holdings, Ltd.(a)      18,446  
  4,000      China Resources Gas Group, Ltd.(a)      15,745  
  52,200      Tokyo Gas Co., Ltd.(a)      1,320,296  
     

 

 

 
        1,354,487  
     

 

 

 
Health Care Equipment & Supplies (0.8%):       
  1,352      Abbott Laboratories(a)      97,790  
  1,417      Baxter International, Inc.(a)      93,267  
  160      Edwards Lifesciences Corp.*(a)      24,507  
  8,444      Essilor International SA Compagnie Generale d’Optique(a)      1,066,097  
  19,000      HOYA Corp.(a)      1,161,483  
  51      Intuitive Surgical, Inc.*(a)      24,425  
  85,806      Koninklijke Philips Electronics NV(a)      3,023,654  
  1,416      Medtronic plc(a)      128,800  
Shares            Fair Value  
Common Stocks, continued       
Health Care Equipment & Supplies, continued       
  200      Olympus Co., Ltd.(a)    $ 6,116  
  784      Stryker Corp.(a)      122,892  
  300      Sysmex Corp.(a)      14,476  
     

 

 

 
        5,763,507  
     

 

 

 
Health Care Providers & Services (1.9%):       
  4,100      Alfresa Holdings Corp.(a)      106,087  
  12,669      Anthem, Inc.(a)      3,327,259  
  157      Cigna Corp.(a)      29,817  
  40,410      CVS Health Corp.(a)      2,647,663  
  17,460      DaVita, Inc.*(a)      898,492  
  36,490      Fresenius SE & Co. KGaA(a)      1,763,600  
  57,784      Hapvida Participacoes e Investimentos SA(a)      465,218  
  7,966      HCA Healthcare, Inc.(a)      991,369  
  102      Humana, Inc.(a)      29,221  
  298      McKesson Corp.(a)      32,920  
  4,800      Medipal Holdings Corp.(a)      103,846  
  39,986      NMC Health plc(a)      1,397,561  
  102,541      Notre Dame Intermedica Participacoes
SA*(a)
     769,460  
  1,900      Suzuken Co., Ltd.(a)      97,529  
  7,586      Tenet Healthcare Corp.*(a)      130,024  
  1,682      UnitedHealth Group, Inc.(a)      419,020  
     

 

 

 
        13,209,086  
     

 

 

 
Health Care Technology (0.0%)†:       
  96,300      Ping An Healthcare and Technology Co., Ltd.*(a)      340,248  
     

 

 

 
Hotels, Restaurants & Leisure (0.6%):       
  85      Carnival Corp., Class A(a)      4,191  
  2,000      Galaxy Entertainment Group, Ltd.(a)      12,555  
  47,100      Genting Singapore, Ltd.(a)      33,726  
  750      Las Vegas Sands Corp.(a)      39,038  
  309      McDonald’s Corp.(a)      54,869  
  29,146      MGM Resorts International(a)      707,082  
  268      Royal Caribbean Cruises, Ltd.(a)      26,208  
  400      Sands China, Ltd.(a)      1,732  
  18,062      Sodexo SA(a)      1,847,019  
  19,181      Starbucks Corp.(a)      1,235,256  
  662      Wyndham Worldwide Corp.(a)      23,726  
  3,169      Yum China Holdings, Inc.(a)      106,257  
  589      Yum! Brands, Inc.(a)      54,141  
     

 

 

 
        4,145,800  
     

 

 

 
Household Durables (0.0%)†:       
  2,841      Berkeley Group Holdings plc (The)(a)      125,994  
  1,674      Coway Co., Ltd.(a)      111,071  
  37      LG Electronics, Inc.(a)      2,081  
  2,500      Panasonic Corp.(a)      22,435  
  800      Sony Corp.(a)      38,531  
     

 

 

 
        300,112  
     

 

 

 
Household Products (0.5%):       
  36,948      Colgate-Palmolive Co.(a)      2,199,145  
  17,398      Procter & Gamble Co. (The)(a)      1,599,224  
  600      Unicharm Corp.(a)      19,387  
     

 

 

 
        3,817,756  
     

 

 

 
Independent Power and Renewable Electricity Producers (0.1%):  
  1,736      AES Corp. (The)^(a)      25,103  
  13,246      NextEra Energy Partners LP^(a)      570,240  
 

 

See accompanying notes to the financial statements.

 

6


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Common Stocks, continued       
Independent Power and Renewable Electricity Producers, continued  
  716      NRG Energy, Inc.(a)    $ 28,354  
  7,687      Vistra Energy Corp.*(a)      175,955  
     

 

 

 
        799,652  
     

 

 

 
Industrial Conglomerates (0.0%)†:       
  20,000      Citic, Ltd.(a)      31,200  
  19,000      Fosun International, Ltd.(a)      27,798  
  3,523      General Electric Co.(a)      26,669  
  3,500      Jardine Matheson Holdings, Ltd.(a)      243,698  
  1,300      Toshiba Corp.(a)      36,908  
     

 

 

 
        366,273  
     

 

 

 
Insurance (0.6%):       
  125      American International Group, Inc.(a)      4,926  
  31,074      AXA SA(a)      669,417  
  105,000      Cathay Financial Holding Co., Ltd.(a)      159,808  
  6,959      Chubb, Ltd.(a)      898,964  
  2,142      Hartford Financial Services Group, Inc.
(The)(a)
     95,212  
  2,671      Manulife Financial Corp.(a)      37,903  
  29,613      Marsh & McLennan Cos., Inc.(a)      2,361,637  
  1,285      MetLife, Inc.(a)      52,762  
  60      Muenchener Rueckversicherungs-Gesellschaft AG(a)      13,092  
  11,887      Old Mutual, Ltd.(a)      18,498  
  500      Ping An Insurance Group Co. of China,
Ltd.(a)
     4,391  
  315      Prudential Financial, Inc.(a)      25,688  
  286      Reinsurance Group of America, Inc.(a)      40,106  
  310      Swiss Re AG(a)      28,495  
  1,208      Travelers Cos., Inc. (The)(a)      144,658  
     

 

 

 
        4,555,557  
     

 

 

 
Interactive Media & Services (1.5%):       
  61      Alphabet, Inc., Class A*(a)      63,743  
  5,282      Alphabet, Inc., Class C*(a)      5,470,092  
  106      Baidu, Inc., ADR*(a)      16,812  
  17,547      Facebook, Inc., Class A*(a)      2,300,236  
  146      Momo, Inc., ADR*(a)      3,468  
  571      SINA Corp.*(a)      30,628  
  51,200      Tencent Holdings, Ltd.(a)      2,029,647  
     

 

 

 
        9,914,626  
     

 

 

 
Internet & Direct Marketing Retail (0.6%):       
  5,905      Alibaba Group Holding, Ltd., ADR*^(a)      809,399  
  2,309      Amazon.com, Inc.*(a)      3,468,049  
  22      Booking Holdings, Inc.*(a)      37,893  
  1,336      eBay, Inc.*(a)      37,502  
  277      Expedia, Inc.(a)      31,204  
  14,468      Meituan Dianping*(a)      81,384  
     

 

 

 
        4,465,431  
     

 

 

 
IT Services (0.3%):       
  440      Accenture plc, Class C(a)      62,044  
  89      Alliance Data Systems Corp.^(a)      13,357  
  148      Automatic Data Processing, Inc.(a)      19,406  
  709      Cognizant Technology Solutions Corp., Class A(a)      45,007  
  421      DXC Technology Co.(a)      22,385  
  8,515      FleetCor Technologies, Inc.*(a)      1,581,406  
  200      Fujitsu, Ltd.(a)      12,540  
  697      Global Payments, Inc.(a)      71,882  
  910      HCL Technologies, Ltd.(a)      12,548  
  1,482      Infosys, Ltd.(a)      14,002  
Shares            Fair Value  
Common Stocks, continued       
IT Services, continued       
  645      International Business Machines Corp.(a)    $ 73,317  
  762      MasterCard, Inc., Class A(a)      143,751  
  609      Paychex, Inc.(a)      39,676  
  311      PayPal Holdings, Inc.*(a)      26,152  
  59      Samsung SDS Co., Ltd.(a)      10,758  
  601      Tata Consultancy Services, Ltd.(a)      16,308  
  321      VeriSign, Inc.*(a)      47,601  
  1,277      Visa, Inc., Class A(a)      168,487  
     

 

 

 
        2,380,627  
     

 

 

 
Life Sciences Tools & Services (0.0%)†:       
  328      Agilent Technologies, Inc.(a)      22,127  
  148      Illumina, Inc.*(a)      44,390  
  587      Thermo Fisher Scientific, Inc.(a)      131,364  
     

 

 

 
        197,881  
     

 

 

 
Machinery (0.4%):       
  467      Caterpillar, Inc.(a)      59,342  
  133      Cummins, Inc.(a)      17,774  
  11,255      Doosan Bobcat, Inc.(a)      316,921  
  12,254      Dover Corp.(a)      869,421  
  6,900      Hino Motors, Ltd.(a)      64,804  
  12,849      Knorr-Bremse AG*(a)      1,157,706  
  800      Mitsubishi Heavy Industries, Ltd.(a)      28,740  
  1,354      Sandvik AB(a)      19,384  
     

 

 

 
        2,534,092  
     

 

 

 
Media (1.6%):       
  10,664      Charter Communications, Inc., Class A*^(a)      3,038,920  
  121,174      Comcast Corp., Class A(a)(d)      4,125,975  
  7,600      Eutelsat Communications SA^(a)      150,276  
  15,329      I-Cable Communications, Ltd.*(a)      230  
  2,470      Liberty Broadband Corp., Class A*^(a)      177,371  
  10,617      Liberty Broadband Corp., Class C*^(a)      764,743  
  33,076      Liberty Global plc, Class A*^(a)      705,842  
  1,102      Liberty Global plc, Class C*(a)      22,745  
  8,858      Liberty SiriusXM Group, Class A*(a)      325,974  
  14,843      Liberty SiriusXM Group, Class C*(a)      548,894  
  9      Naspers, Ltd.(a)      1,792  
  8,800      Nippon Television Holdings, Inc.(a)      128,898  
  1,855      Omnicom Group, Inc.^(a)      135,860  
  592      Publicis Groupe SA(a)      33,876  
  79,479      RAI Way SpA(a)      394,410  
  6,400      TV Asahi Holdings Corp.(a)      114,155  
  50,922      Zon Multimedia Servicos de Telecommunicacoes e Multimedia SGPS
SA(a)
     308,163  
     

 

 

 
        10,978,124  
     

 

 

 
Metals & Mining (0.2%):       
  14,000      Angang Steel Co., Ltd.(a)      9,576  
  745      Anglo American plc(a)      16,467  
  419      BHP Billiton, Ltd.^(a)      10,107  
  2,100      DOWA Mining Co.(a)      62,686  
  445      Eregli Demir ve Celik Fabrikalari T.A.S.(a)      604  
  156      Goldcorp, Inc.(a)      1,528  
  400      JFE Holdings, Inc.(a)      6,365  
  1,262      JSW Steel, Ltd.(a)      5,545  
  54      Kumba Iron Ore, Ltd.^(a)      1,065  
  12,605      Newcrest Mining, Ltd.(a)      194,155  
 

 

See accompanying notes to the financial statements.

 

7


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Common Stocks, continued       
Metals & Mining, continued       
  30,407      Newmont Mining Corp.(a)    $ 1,053,603  
  776      POSCO(a)      169,880  
  316      Rio Tinto, Ltd.(a)      17,474  
  91      Southern Copper Corp.^(a)      2,800  
  926      Teck Cominco, Ltd., Class B(a)      19,938  
  18,900      Tokyo Steel Manufacturing Co., Ltd.(a)      152,586  
  5,927      Wheaton Precious Metals Corp.(a)      115,717  
  2,700      Yamato Kogyo Co., Ltd.(a)      62,936  
  16,000      Zijin Mining Group Co., Ltd.(a)      6,048  
     

 

 

 
        1,909,080  
     

 

 

 
Multiline Retail (0.2%):       
  319      Dollar General Corp.(a)      34,478  
  17,551      Dollar Tree, Inc.*(a)      1,585,205  
  434      Kohl’s Corp.^(a)      28,792  
  378      Target Corp.(a)      24,982  
     

 

 

 
        1,673,457  
     

 

 

 
Multi-Utilities (0.1%):       
  3,288      AGL Energy, Ltd.(a)      47,566  
  707      CenterPoint Energy, Inc.(a)      19,959  
  2,153      Engie Group(a)      30,767  
  6,224      National Grid plc(a)      60,180  
  7,167      Sempra Energy^(a)      775,397  
     

 

 

 
        933,869  
     

 

 

 
Oil, Gas & Consumable Fuels (2.9%):       
  34,372      Anadarko Petroleum Corp.(a)      1,506,868  
  278      Canadian Natural Resources, Ltd.(a)      6,709  
  734      Chevron Corp.(a)      79,852  
  68,000      China Petroleum & Chemical Corp.,
Class H(a)
     48,587  
  11,500      China Shenhua Energy Co., Ltd.(a)      25,050  
  31,000      CNOOC, Ltd.(a)      47,497  
  41,259      Coal India, Ltd.(a)      142,285  
  211      ConocoPhillips Co.(a)      13,156  
  53,535      Enbridge, Inc.(a)      1,663,310  
  64,488      EnCana Corp.(a)      372,741  
  2,027      ENI SpA(a)      31,917  
  49,584      Exxon Mobil Corp.(a)      3,381,134  
  941      Fieldwood Energy LLC*(a)(b)      35,758  
  3,485      Fieldwood Energy LLC*(a)(b)      132,430  
  26,000      Formosa Petrochemical Corp.(a)      91,483  
  7,090      Hindustan Petroleum Corp., Ltd.(a)      25,748  
  1,670      Husky Energy, Inc.(a)      17,263  
  716      Imperial Oil, Ltd.(a)      18,144  
  438      Kinder Morgan, Inc.(a)      6,736  
  19,348      Marathon Petroleum Corp.(a)      1,141,725  
  616      Occidental Petroleum Corp.(a)      37,810  
  41,802      Oil & Natural Gas Corp., Ltd.(a)      89,662  
  6,000      PetroChina Co., Ltd., Class H(a)      3,710  
  693      Petroleo Brasileiro SA*(a)      4,056  
  1,008      Phillips 66(a)      86,839  
  203      Polski Koncern Naftowy Orlen SA(a)      5,874  
  2,314      Polskie Gornictwo Naftowe i Gazownictwo SA(a)      4,279  
  120,012      Reliance Industries, Ltd.(a)      1,932,404  
  894      Royal Dutch Shell plc, Class A(a)      26,235  
  105,399      Royal Dutch Shell plc, Class A(a)      3,090,877  
  23,101      Royal Dutch Shell plc, Class A, ADR(a)      1,346,095  
  1,266      Royal Dutch Shell plc, Class B(a)      37,666  
Shares            Fair Value  
Common Stocks, continued       
Oil, Gas & Consumable Fuels, continued       
  12      SK Energy Co., Ltd.(a)    $ 1,925  
  68,012      Snam SpA(a)      297,662  
  1,248      S-Oil Corp.(a)      108,901  
  411      Statoil ASA(a)      8,771  
  49,395      Suncor Energy, Inc.(a)      1,379,803  
  49,300      Thai Oil Public Co., Ltd.(a)      100,181  
  554      Total SA, ADR(a)      28,908  
  45,181      TransCanada Corp.(a)      1,613,607  
  931      Valero Energy Corp.(a)      69,797  
  132,104      Williams Cos., Inc. (The)(a)      2,912,894  
  10,000      Yanzhou Coal Mining Co.(a)      8,017  
     

 

 

 
        21,984,366  
     

 

 

 
Paper & Forest Products (0.0%)†:       
  3,000      Nine Dragons Paper Holdings, Ltd.(a)      2,752  
  386,370      Quintis Pty, Ltd.*(a)(b)(c)      206,782  
  554      Suzano Papel e Celulose SA(a)      5,444  
     

 

 

 
        214,978  
     

 

 

 
Personal Products (0.1%):       
  15,192      Edgewell Personal Care Co.*^(a)      567,421  
  168      L’Oreal SA(a)      38,559  
  500      Shiseido Co., Ltd.(a)      31,072  
     

 

 

 
        637,052  
     

 

 

 
Pharmaceuticals (1.4%):       
  250      Allergan plc(a)      33,415  
  1,071      Aspen Pharmacare Holdings, Ltd.(a)      10,073  
  76,700      Astellas Pharma, Inc.(a)      976,227  
  22,709      Bayer AG, Registered Shares(a)      1,574,454  
  1,302      Bristol-Myers Squibb Co.(a)      67,678  
  400      Eisai Co., Ltd.(a)      31,150  
  146      Eli Lilly & Co.(a)      16,895  
  3,143      GlaxoSmithKline plc(a)      59,644  
  1,455      Gw Pharmaceuticals, ADR*(a)      141,702  
  36,706      Johnson & Johnson Co.(a)      4,736,910  
  700      Kyowa Hakko Kogyo Co., Ltd.(a)      13,156  
  2,906      Merck & Co., Inc.(a)      222,047  
  200      Mitsubishi Tanabe Pharma Corp.(a)      2,874  
  5,510      Novo Nordisk A/S, Class B(a)      253,333  
  400      Ono Pharmaceutical Co., Ltd.(a)      8,096  
  200      Otsuka Holdings Co., Ltd.(a)      8,163  
  72,800      Pfizer, Inc.(a)      3,177,720  
  190      Roche Holding AG(a)      47,001  
  2,670      Sanofi-Aventis SA(a)      230,707  
  358      Zoetis, Inc.(a)      30,623  
     

 

 

 
        11,641,868  
     

 

 

 
Professional Services (0.0%)†:       
  454      Experian plc(a)      11,033  
     

 

 

 
Real Estate Management & Development (0.7%):       
  12,000      Agile Property Holdings, Ltd.(a)      13,963  
  707,300      CapitaLand, Ltd.(a)      1,609,042  
  500      CK Asset Holdings, Ltd.(a)      3,636  
  8,000      Country Garden Holdings Co., Ltd.(a)      9,637  
  300      Daiwa House Industry Co., Ltd.(a)      9,529  
  96,000      Hang Lung Properties, Ltd.(a)      182,995  
  4,300      Hongkong Land Holdings, Ltd.(a)      27,107  
  6,900      Mitsubishi Estate Co., Ltd.(a)      108,145  
 

 

See accompanying notes to the financial statements.

 

8


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Common Stocks, continued       
Real Estate Management & Development, continued       
  900      Mitsui Fudosan Co., Ltd.(a)    $ 19,944  
  52,000      Sino Land Co., Ltd.(a)      88,501  
  127,666      Sun Hung Kai Properties, Ltd.(a)      1,810,290  
  11,000      Swire Pacific, Ltd., Class A(a)      115,566  
  5,127      The St. Joe Co.*^(a)      67,523  
  2,005      Vonovia SE(a)      90,986  
  18,000      Wharf Real Estate Investment Co., Ltd.(a)      107,004  
     

 

 

 
        4,263,868  
     

 

 

 
Road & Rail (0.3%):       
  81      Canadian Pacific Railway, Ltd., Class 1(a)      14,375  
  78,900      ComfortDelGro Corp., Ltd.(a)      123,935  
  1,403      CSX Corp.(a)      87,168  
  22,400      East Japan Railway Co.(a)      1,991,264  
  266      Norfolk Southern Corp.(a)      39,778  
  5,000      Seino Holdings Co., Ltd.(a)      65,206  
  229      Union Pacific Corp.(a)      31,655  
     

 

 

 
        2,353,381  
     

 

 

 
Semiconductors & Semiconductor Equipment (0.3%):       
  40      ASML Holding NV(a)      6,240  
  3,114      Intel Corp.(a)      146,140  
  314      KLA-Tencor Corp.(a)      28,100  
  1,000      MediaTek, Inc.(a)      7,375  
  1,330      Micron Technology, Inc.*(a)      42,201  
  10,000      Nanya Technology Corp.(a)      17,666  
  500      NXP Semiconductors NV(a)      36,640  
  22,536      QUALCOMM, Inc.(a)      1,282,524  
  11,000      ROHM Co., Ltd.(a)      695,049  
  32,000      Taiwan Semiconductor Manufacturing Co., Ltd.(a)      232,304  
     

 

 

 
        2,494,239  
     

 

 

 
Software (1.7%):       
  390      Adobe Systems, Inc.*(a)      88,234  
  111      Autodesk, Inc.*(a)      14,276  
  62,818      Cloudera, Inc.*^(a)      694,767  
  63      Dell Technologies, Inc., Class V*^(a)(c)      5,562  
  17,481      Domo, Inc.,*^(a)      343,152  
  9,632      Domo, Inc., Class B*(a)(b)      189,076  
  63,800      Dropbox, Inc., Class A*(a)      1,303,434  
  513      Intuit, Inc.(a)      100,984  
  52,182      Microsoft Corp.(a)      5,300,126  
  300      Oracle Corp. Japan      18,984  
  9,311      Oracle Corp.(a)      420,392  
  202      Red Hat, Inc.*(a)      35,479  
  346      SAP AG(a)      34,460  
  131      Symantec Corp.(a)      2,475  
  68,532      Uber Technologies, Inc.*(a)(b)(c)      3,081,884  
  267      VMware, Inc., Class A^(a)      36,614  
     

 

 

 
        11,669,899  
     

 

 

 
Specialty Retail (0.1%):       
  531      Home Depot, Inc. (The)(a)      91,236  
  318,213      Kingfisher plc(a)      841,735  
  2,183      Lowe’s Cos., Inc.(a)      201,623  
  642      Petrobras Distribuidora SA(a)      4,258  
  417      Ross Stores, Inc.(a)      34,694  
  800      Shimamura Co., Ltd.(a)      61,498  
     

 

 

 
        1,235,044  
     

 

 

 
Shares            Fair Value  
Common Stocks, continued       
Technology Hardware, Storage & Peripherals (0.9%):       
  33,731      Apple, Inc.(a)    $ 5,320,727  
  2,490      Hewlett Packard Enterprise Co.(a)      32,893  
  1,175      HP, Inc.(a)      24,041  
  31,984      Pure Storage, Inc., Class A*(a)      514,303  
  1,534      Samsung Electronics Co., Ltd.(a)      53,082  
  25,857      Western Digital Corp.(a)      955,933  
     

 

 

 
        6,900,979  
     

 

 

 
Textiles, Apparel & Luxury Goods (0.0%)†:       
  33      Adidas AG(a)      6,895  
  145      Kering(a)      67,853  
  378      Nike, Inc., Class B(a)      28,025  
  239      PVH Corp.(a)      22,215  
  155      VF Corp.(a)      11,058  
     

 

 

 
        136,046  
     

 

 

 
Thrifts & Mortgage Finance (0.2%):       
  42,523      Housing Development Finance Corp., Ltd.(a)      1,199,360  
     

 

 

 
Tobacco (0.6%):       
  40,326      Altria Group, Inc.(a)      1,991,702  
  11,728      KT&G Corp.(a)      1,067,028  
  19,344      Philip Morris International, Inc.(a)      1,291,405  
     

 

 

 
        4,350,135  
     

 

 

 
Trading Companies & Distributors (0.0%)†:       
  100      Mitsui & Co., Ltd.(a)      1,550  
     

 

 

 
Transportation Infrastructure (0.0%)†:       
  168,000      Beijing Capital International Airport Co.,
Ltd.(a)
     178,678  
  2,000      Jiangsu Expressway Co., Ltd., Series H(a)      2,778  
  3,600      Kamigumi Co., Ltd.(a)      73,468  
  30,100      Malaysia Airports Holdings Berhad(a)      61,129  
  12,000      Zhejiang Expressway Co., Ltd.(a)      10,439  
     

 

 

 
        326,492  
     

 

 

 
Wireless Telecommunication Services (0.7%):       
  32,800      Advanced Information Service plc(a)      174,438  
  22,026      America Movil SAB de C.V., Series L(a)      15,683  
  4,500      China Mobile, Ltd.(a)      43,370  
  148,000      Far EasTone Telecommunications Co.,
Ltd.(a)
     367,195  
  88,100      Intouch Holdings Public Co., Ltd.(a)      129,371  
  5,600      KDDI Corp.(a)      133,467  
  808      MTN Group, Ltd.(a)      5,015  
  300      NTT DoCoMo, Inc.(a)      6,737  
  498      Rogers Communications, Inc.(a)      25,524  
  637      SK Telecom Co., Ltd.(a)      153,985  
  165      Sprint Corp.*^(a)      960  
  118,000      Taiwan Mobile Co., Ltd.(a)      408,544  
  1,258      Tim Participacoes SA(a)      3,847  
  1,325,226      Vodafone Group plc(a)      2,574,693  
     

 

 

 
        4,042,829  
     

 

 

 
 

Total Common Stocks (Cost $214,540,714)

     215,633,449  
  

 

 

 
Preferred Stocks (0.3%):       
Banks (0.1%):       
  13,017      Citigroup Capital XIII, Series A, 8.89%, 10/30/40(a)      344,039  
  20,628      Itau Unibanco Holding SA, Series S, 0.47%, 10/29/18(a)      188,965  
  75,000      USB Capital IX, 3.50%, 10/29/49(US0003M+102bps), Callable 2/7/19
@ 100^(a)
     55,500  
     

 

 

 
        588,504  
     

 

 

 
 

 

See accompanying notes to the financial statements.

 

9


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  
Preferred Stocks, continued       
Chemicals (0.0%)†:       
  364      Braskem SA, Class A, 3.99%(a)    $ 4,450  
     

 

 

 
Consumer Finance (0.0%)†:       
  14,377      GMAC Capital Trust I, Series 2, 8.40%, 2/15/40(a)      364,457  
     

 

 

 
Health Care Providers & Services (0.0%)†:       
  143,925      Grand Rounds, Inc.,
Series C*(a)(b)(c)
     352,616  
     

 

 

 
Software (0.1%):       
  116,157      Palantir Technologies, Inc.,
Series I*(a)(b)(c)
     628,410  
     

 

 

 
Technology Hardware, Storage & Peripherals (0.0%)†:       
  874      Samsung Electronics Co., Ltd., 4.60%, 10/31/18(a)      24,933  
     

 

 

 
 

Total Preferred Stocks (Cost $2,002,976)

     1,963,370  
  

 

 

 
Convertible Preferred Stocks (0.2%):       
Banks (0.0%)†:       
  116      Wells Fargo & Co., Series L, Class A, 7.50%, 3/17/19(a)      146,389  
     

 

 

 
Equity Real Estate Investment Trusts (0.0%)†:       
  5,072      Welltower, Inc., Series I, 6.50%, 4/15/19(a)      320,297  
     

 

 

 
Wireless Telecommunication Services (0.2%):       
  5,627      Mandatory Exchange Trust, 5.75%, 3/1/19(a)(e)      868,414  
     

 

 

 
 

Total Convertible Preferred Stocks (Cost $914,060)

     1,335,100  
  

 

 

 
Private Placements (0.1%):       
Household Durables (0.0%)†:       
  23,389      Jawbone, 0.00%*(a)(c)      —  
     

 

 

 
Internet Software & Services (0.1%):       
  5,547      Lookout, Inc.*(a)(b)(c)      111  
  63,925      Lookout, Inc. Preferred Shares, Series F*(a)(b)(c)      386,107  
     

 

 

 
 

Total Private Placements (Cost $793,586)

     386,218  
  

 

 

 
Convertible Bonds (0.1%):       
Food Products (0.0%)†:       
  400,000      REI Agro, Ltd., Registered Shares,
5.50%, 11/13/14(a)(c)(e)(f)
     —  
     

 

 

 
Pharmaceuticals (0.1%):       
  600,000      Bayer Capital Corp. BV, 5.63%, 11/22/19+(a)(e)      525,628  
     

 

 

 
Real Estate Management & Development (0.0%)†:       
  250,000      CapitaLand, Ltd., 1.95%,
10/17/23+(a)(e)
     172,587  
     

 

 

 
 

Total Convertible Bonds (Cost $1,216,451)

     698,215  
  

 

 

 
Bank Loans (0.1%):       
Hotels, Restaurants & Leisure (0.1%):       
  413,904      Hilton Worldwide Finance LLC, 3.33%, 10/25/23(a)      398,383  
     

 

 

 
Oil, Gas & Consumable Fuels (0.0%)†:       
  111,961      Fieldwood Energy LLC, 5.25%, 4/11/22(a)      104,334  
  151,147      Fieldwood Energy LLC, 7.25%, 4/11/23(a)      131,347  
     

 

 

 
        235,681  
     

 

 

 
 

Total Bank Loans (Cost $667,521)

     634,064  
  

 

 

 
Corporate Bonds (1.8%):       
Aerospace & Defense (0.0%)†:       
  282,000      Northrop Grumman Corp., 2.55%, 10/15/22, Callable 9/15/22 @ 100^(a)      272,878  
     

 

 

 
Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  
Corporate Bonds, continued       
Banks (0.4%):       
$ 124,000      Bank of America Corp., Series G, 2.37% (US0003M+66 bps), 7/21/21, Callable 7/21/20 @ 100(a)    $ 121,781  
  282,000      Bank of America Corp., 3.30%, 1/11/23, MTN(a)      277,730  
  151,000      Bank of America Corp., 4.00%, 1/22/25, MTN(a)      147,096  
  272,000      Citigroup, Inc., 2.45%, 1/10/20, Callable 12/10/19 @ 100(a)      269,816  
  255,000      Citigroup, Inc., Series Q, 5.95% (US0003M+410 bps), Callable 8/15/20 @ 100^(a)      246,075  
  628,000      Citigroup, Inc., Series O, 5.87% (US0003M+406 bps), Callable 3/27/20 @ 100(a)      606,019  
  56,000      Wells Fargo & Co., 3.07%, 1/24/23, Callable 1/24/22 @ 100(a)      54,540  
  370,000      Wells Fargo Bank NA, 3.55%, 8/14/23, Callable 7/14/23 @ 100(a)      368,436  
     

 

 

 
        2,091,493  
     

 

 

 
Beverages (0.1%):       
  169,000      Anheuser-Busch InBev Worldwide, Inc., 3.50%, 1/12/24, Callable 12/12/23 @ 100(a)      165,307  
  279,000      Anheuser-Busch InBev Worldwide, Inc., 4.00%, 4/13/28, Callable 1/13/28 @ 100^(a)      266,872  
     

 

 

 
        432,179  
     

 

 

 
Biotechnology (0.0%)†:       
  282,000      Gilead Sciences, Inc., 3.25%, 9/1/22, Callable 7/1/22 @ 100^(a)      281,337  
     

 

 

 
Capital Markets (0.1%):       
  282,000      Goldman Sachs Group, Inc., 2.91% (US0003M+105 bps), 6/5/23, Callable 6/5/22 @ 100(a)      270,717  
  298,000      Goldman Sachs Group, Inc., Series M, 5.38% (US0003M+392 bps), Callable 5/10/20 @ 100(a)      287,948  
  211,000      Morgan Stanley, Series H, 5.45% (US0003M+361 bps), Callable 7/15/19 @ 100(a)      205,223  
     

 

 

 
        763,888  
     

 

 

 
Chemicals (0.0%)†:       
  220,000      Dowdupont, Inc., 3.77%, 11/15/20(a)      222,109  
  54,000      Sherwin-Williams, 2.25%, 5/15/20(a)      53,173  
     

 

 

 
        275,282  
     

 

 

 
Consumer Finance (0.1%):       
  598,000      American Express Co., 3.70%, 8/3/23, Callable 7/3/23 @ 100(a)      599,729  
  186,000      American Express Co., Series C, 4.90% (US0003M+329 bps), Callable 3/15/20 @ 100(a)      178,095  
  86,000      Capital One Finance Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100(a)      81,334  
  203,000      Capital One Financial Corp., 3.20%, 1/30/23, Callable 12/30/22 @ 100(a)      197,544  
     

 

 

 
        1,056,702  
     

 

 

 
Diversified Financial Services (0.0%)†:       
  235,000      BP Capital Markets America, Inc., 3.79%, 2/6/24, Callable 1/6/24 @ 100(a)      237,536  
     

 

 

 
 

 

See accompanying notes to the financial statements.

 

10


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  
Corporate Bonds, continued       
Diversified Telecommunication Services (0.1%):       
$ 586,000      AT&T, Inc., 3.60%, 2/17/23, Callable 12/17/22 @ 100(a)    $ 582,369  
  48,000      Hughes Satellite Systems Corp., 7.63%, 6/15/21(a)      49,800  
  293,000      Verizon Communications, 3.13%, 3/16/22(a)      291,047  
     

 

 

 
        923,216  
     

 

 

 
Equity Real Estate Investment Trusts (0.0%)†:       
  57,000      AvalonBay Communities, Inc., 3.50%, 11/15/24, Callable 8/15/24 @ 100(a)      56,659  
  113,000      Simon Property Group, LP, 2.75%, 6/1/23, Callable 3/1/23 @ 100^(a)      109,501  
     

 

 

 
        166,160  
     

 

 

 
Food & Staples Retailing (0.0%)†:       
  287,000      Walgreen Co., 3.10%, 9/15/22(a)      279,969  
     

 

 

 
Health Care Equipment & Supplies (0.1%):       
  120,000      Becton Dickinson & Co., 3.36%, 6/6/24, Callable 4/6/24 @ 100(a)      115,257  
  271,000      Becton, Dickinson & Co., 3.13%, 11/8/21(a)      267,276  
  223,000      Becton, Dickinson & Co., 2.89%, 6/6/22, Callable 5/6/22 @ 100(a)      215,980  
     

 

 

 
        598,513  
     

 

 

 
Health Care Providers & Services (0.4%):       
  861,000      CVS Health Corp., 3.70%, 3/9/23, Callable 2/9/23 @ 100(a)      851,784  
  379,000      Halfmoon Parent, Inc., 3.40%,
9/17/21^(a)(e)
     378,138  
  323,000      Halfmoon Parent, Inc., 3.75%, 7/15/23, Callable 6/15/23 @ 100(a)(e)      321,924  
  282,000      UnitedHealth Group, Inc., 3.50%, 6/15/23^(a)      284,431  
  170,000      UnitedHealth Group, Inc., 3.50%, 2/15/24^(a)      171,088  
     

 

 

 
        2,007,365  
     

 

 

 
Hotels, Restaurants & Leisure (0.0%)†:       
  282,000      Starbucks Corp., 3.10%, 3/1/23, Callable 2/1/23 @ 100^(a)      277,757  
     

 

 

 
Insurance (0.0%)†:       
  161,000      Prudential Financial, Inc., 5.87% (US0003M+418 bps), 9/15/42, Callable 9/15/22 @ 100^(a)      162,610  
  107,000      Prudential Financial, Inc., 5.63% (US0003M+392 bps), 6/15/43, Callable 6/15/23 @ 100(a)      104,788  
     

 

 

 
        267,398  
     

 

 

 
Internet & Direct Marketing Retail (0.0%)†:       
  152,000      eBay, Inc., 2.75%, 1/30/23, Callable 12/30/22 @ 100^(a)      146,131  
     

 

 

 
Media (0.3%):       
  225,000      Comcast Corp., 3.45%, 10/1/21^(a)      227,281  
  282,000      Comcast Corp., 2.75%, 3/1/23, Callable 2/1/23 @ 100(a)      274,463  
  555,000      Comcast Corp., 3.70%, 4/15/24, Callable 3/15/24 @ 100^(a)      558,388  
  200,000      NBCUniversal Enterprise, Inc., 5.25%, Callable 3/19/21 @ 100(a)(e)      202,500  
     

 

 

 
        1,262,632  
     

 

 

 
Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  
Corporate Bonds, continued       
Multi-Utilities (0.0%)†:       
$ 76,000      Sempra Energy, 2.88%, 10/1/22, Callable 7/1/22 @ 100(a)    $ 73,297  
     

 

 

 
Oil, Gas & Consumable Fuels (0.1%):       
  151,000      Enterprise Products Operating LLC, 3.35%, 3/15/23, Callable 12/15/22 @ 100(a)      148,938  
  85,000      Enterprise Products Operating LLC, 3.90%, 2/15/24, Callable 11/15/23 @ 100(a)      85,720  
  142,000      Williams Companies, Inc., 3.70%, 1/15/23, Callable 10/15/22 @ 100(a)      138,522  
     

 

 

 
        373,180  
     

 

 

 
Personal Products (0.0%)†:       
  134,000      Edgewell Personal Care Co., 4.70%, 5/19/21^(a)      131,990  
  139,000      Edgewell Personal Care Co., 4.70%, 5/24/22^(a)      133,788  
     

 

 

 
        265,778  
     

 

 

 
Pharmaceuticals (0.0%)†:       
  133,000      Forest Laboratories, Inc., 5.00%, 12/15/21, Callable 9/16/21
@ 100(a)(e)
     136,844  
     

 

 

 
Semiconductors & Semiconductor Equipment (0.0%)†:       
  141,000      Qualcomm, Inc., 2.60%, 1/30/23, Callable 12/30/22 @ 100(a)      135,688  
  169,000      Qualcomm, Inc., 2.90%, 5/20/24, Callable 3/20/24 @ 100(a)      160,921  
     

 

 

 
        296,609  
     

 

 

 
Technology Hardware, Storage & Peripherals (0.1%):       
  491,000      Apple, Inc., 3.35%, 2/9/27, Callable 11/9/26 @ 100(a)      478,426  
  469,000      Apple, Inc., 3.20%, 5/11/27, Callable 2/11/27 @ 100(a)      452,622  
     

 

 

 
        931,048  
     

 

 

 
Tobacco (0.0%)†:       
  53,000      Philip Morris International, Inc., 2.50%, 11/2/22, Callable 10/2/22 @ 100^(a)      50,938  
  113,000      Philip Morris International, Inc., 3.60%, 11/15/23^(a)      113,260  
     

 

 

 
        164,198  
     

 

 

 
 

Total Corporate Bonds (Cost $13,759,382)

     13,581,390  
  

 

 

 
Foreign Bonds (2.2%):       
Banks (0.1%):       
  330,000      Lloyds TSB Bank plc, Series E, 13.00%(GUKG5+1,340bps), Callable 1/22/29 @ 126+(a)      675,134  
     

 

 

 
Sovereign Bond (2.1%):       
  1,195,000      Australian Government, 3.00%, 3/21/47+(a)(e)      870,652  
  2,668,000      Bundesrepublik Deutschland Bundesanleihe, 0.50%,
2/15/28+(a)(e)
     3,145,887  
  938,000      Canadian Government, 0.75%, 3/1/21+(a)      670,962  
  227,800,000      Japan Treasury Discount Bill, 0.00%, 1/28/19+(a)(g)      2,078,877  
  228,150,000      Japan Treasury Discount Bill, 0.00%, 2/4/19+(a)(g)      2,082,142  
  238,200,000      Japan Treasury Discount Bill, 0.00%, 3/4/19+(a)(g)      2,174,128  
 

 

See accompanying notes to the financial statements.

 

11


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  
Foreign Bonds, continued       
Sovereign Bond, continued       
$ 102,050,000      Japan Treasury Discount Bill, 0.00%, 3/25/19+(a)(g)    $ 931,529  
  26,469,000      Mexican Bonos Desarr, Series M, 6.50%, 6/10/21+(a)(h)      1,285,837  
  25,300,000      Mexican Bonos Desarr, 8.00%, 12/7/23+(a)(h)      1,256,720  
  310,000      Republic of Argentina, 3.38%,
1/15/23+(a)
     278,780  
  100,000      Republic of Argentina, 5.25%,
1/15/28+(a)
     81,761  
  676,775      Republic of Argentina, 7.82%, 12/31/33+(a)      647,926  
     

 

 

 
        15,505,201  
     

 

 

 
 

Total Foreign Bonds (Cost $16,566,599)

     16,180,335  
  

 

 

 
Yankee Dollars (0.9%):       
Banks (0.4%):       
  282,000      HSBC Holdings plc, 3.26% (US0003M+106 bps), 3/13/23, Callable 3/13/22 @ 100(a)      275,981  
  614,000      HSBC Holdings plc, 6.38% (USISDA05+371 bps), Callable 9/17/24 @ 100(a)      571,020  
  410,000      ING Groep NV, 4.10%, 10/2/23(a)      409,751  
  200,000      ING Groep NV, 6.00% (USSW5+445 bps), Callable 4/16/20 @ 100(a)      194,280  
  861,000      Sumitomo Mitsui Financial Group, Inc.,
3.94%, 10/16/23(a)
     876,135  
     

 

 

 
        2,327,167  
     

 

 

 
Capital Markets (0.0%)†:       
  207,000      UBS Group AG, 4.13%, 9/24/25(a)(e)      206,235  
     

 

 

 
Diversified Financial Services (0.0%)†:       
  80,000      Intelsat Jackson Holdings SA, 8.00%, 2/15/24, Callable 2/15/19 @ 104(a)(e)      82,400  
     

 

 

 
Diversified Telecommunication Services (0.0%)†:       
  289,000      Telecom Italia SpA, 5.30%,
5/30/24(a)(e)
     274,550  
     

 

 

 
Food Products (0.0%)†:       
  208,000      Danone SA, 2.59%, 11/2/23, Callable 9/2/23 @ 100(a)(e)      197,744  
     

 

 

 
Interactive Media & Services (0.0%)†:       
  220,000      Baidu, Inc., 4.38%, 5/14/24, Callable 4/14/24 @ 100(a)      221,810  
     

 

 

 
Paper & Forest Products (0.1%):       
  40,720      Quintis Pty, Ltd., 7.50%, 10/1/26, Callable 10/1/21 @ 105.63(a)(c)(e)      40,720  
  753,320      Quintis Pty, Ltd., 12.00%, 10/1/28, Callable 2/7/19 @ 90(a)(c)(e)      753,320  
     

 

 

 
        794,040  
     

 

 

 
Pharmaceuticals (0.0%)†:       
  265,000      Actavis Funding SCS, 3.45%, 3/15/22, Callable 1/15/22 @ 100(a)      260,771  
  205,000      Takeda Pharmaceutical Co., Ltd., 3.80%, 11/26/20(a)(e)      206,237  
     

 

 

 
        467,008  
     

 

 

 
Road & Rail (0.0%)†:       
  517,099      Inversiones Alsacia SA, 8.00%, 12/31/18(a)(b)(f)      5,171  
     

 

 

 
Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  
Yankee Dollars, continued       
Sovereign Bond (0.4%):       
$ 1,176,000      Republic of Argentina, 6.88%,
1/26/27(a)
   $ 896,700  
  1,698,000      Republic of Argentina, 5.88%,
1/11/28(a)
     1,220,438  
     

 

 

 
        2,117,138  
     

 

 

 
 

Total Yankee Dollars (Cost $7,579,396)

     6,693,263  
  

 

 

 
U.S. Treasury Obligations (14.1%):       
U.S. Treasury Bills (2.7%)  
  14,000,000      1.97%, 1/15/19(a)(g)      13,988,505  
  6,000,000      2.15%, 1/31/19(a)(g)      5,988,932  
     

 

 

 
        19,977,437  
     

 

 

 
U.S. Treasury Inflation Index Bonds (0.4%)  
  3,019,782      0.63%, 4/15/23(a)      2,969,785  
     

 

 

 
U.S. Treasury Notes (11.0%)  
  1,500,000      1.50%, 11/30/19(i)      1,484,531  
  9,030,200      2.75%, 8/31/23(a)      9,131,437  
  23,424,700      2.88%, 9/30/23(a)      23,805,351  
  25,120,700      2.88%, 10/31/23(a)(d)      25,538,724  
  11,848,300      3.13%, 10/31/25(a)(d)      12,155,152  
  8,228,000      2.88%, 11/30/25(a)      8,375,525  
     

 

 

 
        80,490,720  
     

 

 

 
 

Total U.S. Treasury Obligations (Cost $101,692,242)

     103,437,942  
  

 

 

 
Purchased Options (0.1%):       
 

Total Purchased Options (Cost $1,729,594)

     737,645  
  

 

 

 
Purchased Currency Options (0.0%)†:       
 

Total Purchased Currency Options (Cost $190,251)

     142,517  
  

 

 

 
Purchased Swaptions (0.0%)†:       
 

Total Purchased Swaptions (Cost $44,844)

     5,160  
  

 

 

 
Exchange Traded Funds (0.6%):       
  21,280      VanEck Vectors Gold ETF(a)      448,795  
  191,469      iShares Gold Trust(a)(i)      2,353,154  
  16,029      SPDR Gold Trust(a)(d)(i)      1,943,516  
     

 

 

 
 

Total Exchange Traded Funds (Cost $4,830,060)

     4,745,465  
  

 

 

 
Affiliated Investment Companies (45.0%):       
Fixed Income Funds (28.6%):  
  19,830,630      AZL Enhanced Bond Index Fund      210,006,372  
     

 

 

 
International Equity Funds (16.4%):  
  12,060,312      AZL MSCI Global Equity Index Fund      120,964,934  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $324,068,396)

     330,971,306  
  

 

 

 
Unaffiliated Investment Company (0.3%):       
  2,230,455      Dreyfus Treasury Securities Cash Management Fund, Institutional Shares, 2.20%(g)      2,230,455  
     

 

 

 
 

Total Unaffiliated Investment Company (Cost $2,230,455)

     2,230,455  
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

12


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  
Short-Term Securities Held as Collateral for Securities on Loan (1.5%)  
Miscellaneous Investments (1.5%)       
$ 11,159,870      Short-Term Investments(j)    $ 11,159,870  
     

 

 

 
 

Total Short-Term Securities Held as Collateral for Securities on
Loan (Cost $11,159,870)

     11,159,870  
     

 

 

 
 

Total Investment Securities (Cost $703,986,397) — 96.6%(k)

     710,535,764  
 

Net other assets (liabilities) — 3.4%

     24,953,406  
  

 

 

 
 

Net Assets — 100.0%

   $ 735,489,170  
  

 

 

 

    

 

Percentages indicated are based on net assets as of December 31, 2018.

ADR—American Depositary Receipt

GUKG5—UK Govt Bonds 5 Year Note Generic Bid Yield

LIBOR—London Interbank Offered Rate

MTN—Medium Term Note

SPDR—Standard & Poor’s Depository Receipts

US0003M—3 Month US Dollar LIBOR

USISDA05—5 Year ICE Swap Rate

USSW5—USD 5 Year Swap Rate

 

†

Represents less than 0.05%.

 

*

Non-income producing security.

 

^

This security or a partial position of this security was on loan as of December 31, 2018. The total value of securities on loan as of December 31, 2018, was $10,901,916.

 

+

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

 

(a)

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

 

(b)

Rule 144A, Section 4(2) or other security which is restricted to resale to institutional investors. The sub-adviser has deemed these securities to be illiquid based on procedures approved by the Board of Trustees. As of December 31, 2018, these securities represent 0.68% of the net assets of the fund.

 

(c)

Security was valued using unobservable inputs in good faith pursuant to procedures approved by the Board of Trustees as of December 31, 2018. The total of all such securities represent 0.74% of the net assets of the fund.

 

(d)

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

 

(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 rate represents the effective yield at December 31, 2018.

 

(h)

Principal amount is stated in 100 Mexican Peso Units.

 

(i)

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

 

(j)

Represents various short-term investments 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, 2018. Refer to Note 2 in the Notes to the Consolidated Financial Statements for details.

 

(k)

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, 2018:

(Unaudited)

 

Country   Percentage  

Argentina

    0.5 % 

Australia

    0.3 % 

Belgium

    0.1 % 

Bermuda

    — %^ 

Brazil

    0.4 % 

Canada

    0.9 % 

Cayman Islands

    — %^ 

Chile

    — %^ 

China

    0.7 % 

Czech Republic

    — %^ 
Country   Percentage  

Denmark

    — %^ 

European Community

    — %^ 

Finland

    — %^ 

France

    1.4 % 

Germany

    1.2 % 

Hong Kong

    0.5 % 

India

    0.6 % 

Indonesia

    — %^ 

Ireland (Republic of)

    — %^ 

Italy

    0.3 % 
 

 

See accompanying notes to the financial statements.

 

13


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Country   Percentage  

Japan

    5.1 % 

Jersey

    — %^ 

Liberia

    — %^ 

Luxembourg

    — %^ 

Malaysia

    — %^ 

Mexico

    0.4 % 

Netherlands

    0.7 % 

Norway

    — %^ 

Panama

    — %^ 

Poland

    — %^ 

Portugal

    0.1 % 

Republic of Korea (South)

    0.3 % 
Country   Percentage  

Singapore

    0.3 % 

South Africa

    — %^ 

Spain

    0.2 % 

Sweden

    — %^ 

Switzerland

    0.6 % 

Taiwan, Province Of China

    0.4 % 

Thailand

    0.1 % 

Turkey

    — %^ 

United Arab Emirates

    0.2 % 

United Kingdom

    1.6 % 

United States

    83.1 % 
 

 

 

 
    100.0 % 
 

 

 

 
 

 

^

Represents less than 0.05%.

Securities Sold Short (0.0%)†:

At December 31, 2018, the Fund’s securities sold short were as follows:

 

Security Description    Shares      Proceeds
Received
     Fair Value  

Common Stocks

        

Beverages

        

Pernod Ricard SA

     (1,192 )       $(199,683 )     $ (195,697 ) 

Chemicals

        

LyondellBasell Industries NV

     (1,549 )       (180,179 )       (128,815 ) 

Electronic Equipment, Instruments & Components

        

Yaskawa Electric Corp.

     (9,800 )       (312,588 )       (237,358 ) 

Semiconductors & Semiconductor Equipment

        

SUMCO Corp.

     (20,000 )       (309,987 )       (225,547 ) 
     

 

 

    

 

 

 
      $ (1,002,437 )     $ (787,417 ) 
     

 

 

    

 

 

 

Futures Contracts

Cash of $37,169,319 has been segregated to cover margin requirements for the following open exchange traded futures contracts as of December 31, 2018:

Short Futures

 

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

CAC40 Index January Futures (Euro)(a)

     1/18/19        1      $ (54,169 )     $ (195 ) 

Canada 10-Year Bond March Futures (Canadian Dollar)(a)

     3/20/19        31        (3,106,132 )       (37,811 ) 

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

     3/15/19        211        (7,188,759 )       207,581  

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

     3/15/19        21        (2,659,965 )       62,537  

Nikkei 225 Index March Futures (Japanese Yen)(a)

     3/7/19        3        (271,215 )       18,071  

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

     3/15/19        4        (501,040 )       (1,166 ) 
           

 

 

 
            $ 249,017  
           

 

 

 

Long Futures

 

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

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

     3/18/19        145        18,162,700      $ (1,024,427 ) 

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

     3/20/19        149        18,180,324        422,682  
           

 

 

 
              (601,745 ) 
           

 

 

 

Total Net Futures Contracts

            $ (352,728 ) 
           

 

 

 

 

See accompanying notes to the financial statements.

 

14


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Contracts for Differences

At December 31, 2018, the Fund’s open over-the-counter equity contracts for differences were as follows:

 

Reference Entity    Counterparty    Long/
Short
     Currency      Financing
Rate
    Expiration
Date
     Trade
Notional
     Premiums
Paid/
(Received)
     Unrealized
Appreciation/
(Depreciation)
 

AAC Technologies Holdings, Inc.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        3,000      $ (27,302)      $ 9,890  

Advantech Co., Ltd.

   Citigroup      Short        TWD        (1.75) %      12/30/39        3,000        (20,480)        (71)  

Alibaba Health Information Technology, Ltd.

   Citigroup      Short        HKD        (1.25) %      12/30/39        24,000        (22,467)        3,002  

Alibaba Health Information Technology, Ltd.

   JPMorgan Chase      Short        HKD        1.26 %      12/30/39        4,000        (3,399)        155  

AmerisourceBergen Corp.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        76        (6,669)        1,015  

Analog Devices, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        115        (10,320)        450  

AP Moeller Maersk A/S

   Citigroup      Short        DKK        (0.25) %      12/30/39        1        (1,415)        158  

Aptiv plc

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        70        (5,099)        789  

ASE Technology Holding Co., Ltd.

   JPMorgan Chase      Short        TWD        2.11 %      12/30/39        2,000        (4,787)        984  

Atacadao Carrefour SA

   JPMorgan Chase      Short        BRL        1.51 %      12/30/39        543        (2,159)        (383)  

Autohome, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        356        (27,473)        (376)  

Baker Hughes

   Citigroup      Short        USD        (0.18) %      12/30/39        179        (3,823)        (25)  

Barrick Gold Corp.

   JPMorgan Chase      Short        CAD        2.15 %      12/30/39        197        (2,064)        (621)  

BASF SE

   JPMorgan Chase      Short        EUR        2.24 %      12/30/39        100        (6,859)        (59)  

Beijing Enterprises Water Group, Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        4,000        (2,122)        84  

Bollore NV

   JPMorgan Chase      Short        EUR        2.24 %      12/30/39        3        (15)        3  

Bollore SA

   JPMorgan Chase      Short        EUR        2.24 %      12/30/39        1,103        (4,695)        270  

Bollore SA

   Citigroup      Short        EUR        (0.93) %      12/30/39        2,566        (10,811)        511  

Brilliance China Automotive Holdings, Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        30,000        (34,373)        12,042  

British American Tobacco plc

   Citigroup      Short        GBP        (0.25) %      12/30/39        339        (16,775)        6,046  

BT Group plc

   JPMorgan Chase      Short        GBP        2.27 %      12/30/39        4,136        (13,379)        825  

BYD Electronic International Co., Ltd.

   Citigroup      Short        HKD        (1.25) %      12/30/39        2,000        (2,833)        320  

Cenovus Energy, Inc.

   JPMorgan Chase      Short        CAD        2.15 %      12/30/39        6,497        (57,230)        11,822  

China Everbright International, Ltd.

   Citigroup      Short        HKD        (0.31) %      12/30/39        11,000        (9,330)        (533)  

China Everbright International, Ltd.

   JPMorgan Chase      Short        HKD        2.11 %      12/30/39        9,000        (7,383)        (687)  

China Gas Holdings, Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        800        (2,608)        (243)  

China International Capital Corp., Ltd.

   Citigroup      Short        HKD        (2.19) %      12/30/39        10,800        (19,010)        (1,265)  

China Southern Airlines, Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        2,000        (1,310)        72  

China State Construction International Holdings, Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        8,000        (7,198)        843  

Clorox

   Citigroup      Short        USD        (0.18) %      12/30/39        301        (48,433)        2,037  

Concho Resources, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        58        (8,089)        2,127  

Concho Resources, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        137        (18,774)        4,692  

Ctrip.com International

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        321        (11,178)        2,492  

Daiichi Sankyo, Ltd.

   JPMorgan Chase      Short        JPY        2.15 %      12/30/39        200        (7,929)        1,490  

Daimler AG

   JPMorgan Chase      Short        EUR        2.24 %      12/30/39        776        (48,005)        7,190  

Daimler AG

   Citigroup      Short        EUR        (0.25) %      12/30/39        137        (8,855)        1,651  

Delta Electronics, Inc.

   JPMorgan Chase      Short        TWD        2.11 %      12/30/39        4,000        (16,035)        (817)  

Diamondback Energy, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        157        (16,852)        2,298  

Digital Realty Trust REIT, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        178        (21,987)        3,021  

Digital Realty Trust REIT, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        119        (14,380)        1,701  

Edison International

   Citigroup      Short        USD        (0.18) %      12/30/39        132        (9,111)        1,617  

Electronic Arts, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        30        (2,609)        241  

Evergrande Group

   Citigroup      Short        HKD        (1.67) %      12/30/39        9,000        (23,239)        (3,717)  

Familymart UNY Holdings, Ltd.

   JPMorgan Chase      Short        JPY        2.15 %      12/30/39        200        (28,392)        3,016  

Fortive Corp.

   Citigroup      Short        USD        (0.18) %      12/30/39        435        (32,105)        2,673  

Freeport McMoRan, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        12        (176)        53  

Freeport McMoRan, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        153        (2,009)        431  

Geely Automobile Holdings, Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        4,000        (7,298)        249  

General Mills, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        151        (7,169)        1,289  

Great Wall Motor, Ltd.

   Citigroup      Short        HKD        (2.00) %      12/30/39        20,500        (12,317)        563  

Hennes & Mauritz AB

   Citigroup      Short        SEK        (1.27) %      12/30/39        591        (8,870)        405  

Hershey Co.

   Citigroup      Short        USD        (0.18) %      12/30/39        48        (4,995)        (150)  

 

See accompanying notes to the financial statements.

 

15


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Reference Entity    Counterparty    Long/
Short
     Currency      Financing
Rate
    Expiration
Date
     Trade
Notional
     Premiums
Paid/
(Received)
     Unrealized
Appreciation/
(Depreciation)
 

Hess Corp.

   Citigroup      Short        USD        (0.18) %      12/30/39        83      $ (5,429)      $ 2,067  

Hormel Foods Corp.

   Citigroup      Short        USD        (0.18) %      12/30/39        435        (17,213)        (1,352)  

Huazhu Group, Ltd.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        335        (11,913)        2,322  

Huazhu Group, Ltd.

   Citigroup      Short        USD        (0.18) %      12/30/39        1,140        (34,820)        2,182  

Hyundai Glovis, Ltd.

   JPMorgan Chase      Short        KRW        2.16 %      12/30/39        74        (8,375)        (191)  

Hyundai Heavy Industries, Ltd.

   Citigroup      Short        KRW        (0.56) %      12/30/39        58        (6,710)        19  

Incyte Corp.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        301        (20,443)        1,302  

Incyte Corp.

   Citigroup      Short        USD        (0.18) %      12/30/39        328        (23,214)        2,357  

Industrias Penoles SAB de C.V.

   Citigroup      Short        MXN        (0.50) %      12/30/39        328        (5,491)        1,437  

Komatsu, Ltd.

   JPMorgan Chase      Short        JPY        2.15 %      12/30/39        400        (11,247)        2,559  

Kone OYJ

   JPMorgan Chase      Short        EUR        2.27 %      12/30/39        172        (8,739)        538  

LG Display, Ltd.

   Citigroup      Short        KRW        (0.54) %      12/30/39        556        (10,141)        1,127  

LG Display, Ltd.

   JPMorgan Chase      Short        KRW        2.16 %      12/30/39        285        (5,145)        523  

Linde plc

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        39        (6,316)        231  

Line Corp.

   Citigroup      Short        JPY        (1.38) %      12/30/39        400        (14,057)        286  

Line Corp.

   JPMorgan Chase      Short        JPY        1.40 %      12/30/39        100        (4,420)        950  

Lojas Americanas

   JPMorgan Chase      Short        BRL        1.95 %      12/30/39        1,510        (6,915)        (775)  

Lotte Corp.

   Citigroup      Short        KRW        (1.82) %      12/30/39        189        (8,879)        (54)  

Lotte Corp.

   JPMorgan Chase      Short        KRW        1.03 %      12/30/39        36        (1,575)        (127)  

Lotte Shopping, Ltd.

   JPMorgan Chase      Short        KRW        1.87 %      12/30/39        28        (5,097)        (199)  

Makita Corp.

   JPMorgan Chase      Short        JPY        2.15 %      12/30/39        500        (22,674)        4,752  

National Oilwell Varco, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        66        (2,481)        785  

Naver Corp.

   JPMorgan Chase      Short        KRW        2.16 %      12/30/39        57        (7,457)        1,202  

NetEase, Inc.,

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        13        (2,878)        (181)  

NetEase, Inc.,

   Citigroup      Short        USD        (0.18) %      12/30/39        97        (20,393)        (2,438)  

Netmarble Games Corp.

   Citigroup      Short        KRW        (2.45) %      12/30/39        353        (34,609)        (633)  

Netmarble Games Corp.

   JPMorgan Chase      Short        KRW        1.24 %      12/30/39        179        (19,175)        1,283  

Nippon Paint Holdings Co., Ltd.

   JPMorgan Chase      Short        JPY        2.15 %      12/30/39        700        (26,225)        2,181  

Nippon Paint Holdings Co., Ltd.

   Citigroup      Short        JPY        (0.40) %      12/30/39        500        (19,052)        1,863  

NVIDIA Corp.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        64        (9,666)        1,122  

Orsted A/S

   Citigroup      Short        DKK        (0.25) %      12/30/39        277        (17,308)        (1,219)  

Pegatron Corp.

   Citigroup      Short        TWD        (0.50) %      12/30/39        2,000        (4,198)        849  

PPG Industries, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        125        (13,277)        498  

Reckitt Benckiser Group plc

   Citigroup      Short        GBP        (0.25) %      12/30/39        139        (11,534)        873  

Reckitt Benckiser Group plc

   JPMorgan Chase      Short        GBP        2.27 %      12/30/39        39        (3,371)        381  

Regeneron Pharmaceuticals, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        68        (26,769)        1,371  

Remgro, Ltd.

   JPMorgan Chase      Short        ZAR        2.02 %      12/30/39        50        (652)        (27)  

Renesas Electronics Corp.

   JPMorgan Chase      Short        JPY        2.15 %      12/30/39        400        (3,039)        1,188  

Salesforce.com, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        43        (5,822)        (68)  

Samsung SDI Co., Ltd

   JPMorgan Chase      Short        KRW        2.16 %      12/30/39        73        (16,348)        1,972  

Saputo, Inc.

   JPMorgan Chase      Short        CAD        2.15 %      12/30/39        966        (28,066)        306  

Sharp Corp.

   Citigroup      Short        JPY        (2.00) %      12/30/39        800        (10,177)        2,084  

Shenzhou International Group, Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        1,000        (11,361)        25  

Sherwin-Williams Co. (The)

   Citigroup      Short        USD        (0.18) %      12/30/39        100        (43,320)        3,974  

Sherwin-Williams Co. (The)

   Citigroup      Short        USD        2.23 %      12/30/39        35        (16,048)        2,277  

Square, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        879        (56,440)        7,137  

Sunny Optical Technology Group Co., Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        5,500        (63,284)        14,404  

T. Rowe Price Group, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        6        (698)        145  

T. Rowe Price Group, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        113        (12,013)        1,581  

TAL Education Group

   Citigroup      Short        USD        (0.18) %      12/30/39        193        (5,161)        11  

TAL Education Group

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        414        (12,703)        1,657  

Tesla, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        104        (30,074)        (4,537)  

Thyssenkrupp AG

   JPMorgan Chase      Short        EUR        1.77 %      12/30/39        1,731        (38,069)        8,288  

Thyssenkrupp AG

   Citigroup      Short        EUR        (0.25) %      12/30/39        419        (8,805)        1,603  

Transurban Group

   JPMorgan Chase      Short        AUD        2.22 %      12/30/39        1,713        (13,901)        (160)  

Ultrapar Participoes SA

   JPMorgan Chase      Short        BRL        2.01 %      12/30/39        388        (4,290)        (1,050)  

Vipshop Holdings, Ltd.

   Citigroup      Short        USD        (0.18) %      12/30/39        2,862        (20,143)        4,516  

 

See accompanying notes to the financial statements.

 

16


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Reference Entity    Counterparty    Long/
Short
     Currency      Financing
Rate
    Expiration
Date
     Trade
Notional
     Premiums
Paid/
(Received)
     Unrealized
Appreciation/
(Depreciation)
 

Vipshop Holdings, Ltd.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        6,747      $ (42,165)      $ 5,326  

Volkswagen AG

   Citigroup      Short        EUR        (0.25) %      12/30/39        14        (2,385)        156  

Volkswagen AG

   JPMorgan Chase      Short        EUR        2.24 %      12/30/39        101        (16,641)        552  

Volkswagen AG

   Citigroup      Short        EUR        (0.25) %      12/30/39        60        (9,960)        398  

Workday, Inc.

   JPMorgan Chase      Short        USD        2.23 %      12/30/39        137        (21,820)        (57)  

Worldpay, Inc.

   Citigroup      Short        USD        (0.18) %      12/30/39        195        (15,953)        1,049  

Wuxi Biologics Cayman, Inc.

   JPMorgan Chase      Short        HKD        1.51 %      12/30/39        500        (4,485)        1,282  

Wuxi Biologics Cayman, Inc.

   Citigroup      Short        HKD        (0.30) %      12/30/39        5,500        (48,768)        13,537  

Zhuzhou CSR Times Electric Co., Ltd.

   JPMorgan Chase      Short        HKD        2.21 %      12/30/39        1,500        (8,073)        (243)  

ZTE Corp.

   Citigroup      Short        HKD        (1.90) %      12/30/39        1,000        (1,619)        (271)  
                   

 

 

    

 

 

 
                    $ (1,721,684)      $ 174,516  
                   

 

 

    

 

 

 

Option Contracts(a)

At December 31, 2018, the Fund’s over-the-counter options purchased were as follows:

 

Description    Counterparty    Put/
Call
  

Strike

Price

     Expiration
Date
     Contracts      Notional
Amount(b)
     Fair
Value
 

Alphabet, Inc.

   JPMorgan Chase    Call      1225.00        USD        1/21/20        669      $ 819,525      $ 38,124  

Anadarko Petroleum Corp.

   Credit Suisse First Boston    Call      67.50        USD        1/21/20        7,067        477,023        11,108  

BP plc

   UBS Warburg    Call      52.00        USD        6/24/19        34,666        1,802,632        1,443  

BP plc

   Nomura    Call      43.50        USD        1/21/20        32,800        1,426,800        40,789  

Chevron Corp.

   UBS Warburg    Call      125.00        USD        1/22/19        10,746        1,343,250        197  

ConocoPhillips Co.

   UBS Warburg    Call      75.00        USD        6/24/19        18,108        1,358,100        21,897  

CVS Health Corp.

   JPMorgan Chase    Call      78.50        USD        1/21/20        4,950        388,575        14,970  

EURO STOXX 50 Index

   UBS Warburg    Call      134.92        EUR        6/21/21        6,489        875,496        6,691  

EURO STOXX Bank Index

   Barclays Bank    Call      136.97        EUR        3/22/21        6,300        862,911        6,359  

Exxon Mobil Corp.

   UBS Warburg    Call      95.00        USD        1/22/19        7,306        694,070        —  

Facebook, Inc.

   UBS Warburg    Call      165.00        USD        9/23/19        11,500        1,897,500        61,105  

Halliburton Co.

   Citigroup    Call      50.00        USD        1/21/20        13,346        667,300        2,264  

J.P. Morgan Chase & Co.

   Citigroup    Call      114.50        USD        1/21/20        4,968        568,836        15,689  

Johnson & Johnson

   Bank of America    Call      155.00        USD        1/21/20        5,018        777,790        13,268  

KOSPI 200 Index

   Goldman Sachs    Call      302.50        USD        3/15/19        5,549        1,678,573        878  

Occidental Petroleum Corp.

   UBS Warburg    Call      92.50        USD        6/24/19        16,147        1,493,598        969  

Royal Dutch Shell plc

   UBS Warburg    Call      77.00        USD        6/24/19        19,788        1,523,676        2,358  

Russell 2000 Index

   Bank of America    Call      1700.00        USD        3/18/19        1,085        1,844,500        389  

Schlumberger, Ltd.

   UBS Warburg    Call      90.00        USD        1/22/19        10,576        951,840        —  

Schlumberger, Ltd.

   UBS Warburg    Call      70.00        USD        1/20/20        11,244        787,080        1,191  

SPDR Gold Shares(c)

   JPMorgan Chase    Call      120.00        USD        2/19/19        5,955        714,600        17,206  

SPDR Gold Shares(c)

   Societe Generale    Call      121.00        USD        3/18/19        10,516        1,272,436        32,463  

SPDR Gold Shares(c)

   Societe Generale    Call      123.00        USD        4/22/19        11,146        1,370,958        33,911  

SPDR Gold Shares(c)

   Morgan Stanley    Call      120.00        USD        5/20/19        6,045        725,400        30,744  

SPDR Gold Shares(c)

   Societe Generale    Call      124.00        USD        6/24/19        10,516        1,303,984        41,400  

Sumitomo Mitsui Financial Group, Inc.

   Morgan Stanley    Call      4756.33        JPY        3/16/20        14,063        66,888,269        4,902  

Sumitomo Mitsui Financial Group, Inc.

   Morgan Stanley    Call      4816.24        JPY        9/14/20        11,381        54,813,627        4,800  

Sumitomo Mitsui Financial Group, Inc.

   Morgan Stanley    Call      4894.87        JPY        12/14/20        11,358        55,595,933        4,344  

Suncor Energy Inc.

   UBS Warburg    Call      45.00        USD        6/24/19        23,428        1,054,260        499  

Tokyo Stock Exchange Price Index

   Morgan Stanley    Call      1785.00        JPY        3/11/19        78,515        140,149,275        736  

Tokyo Stock Exchange Price Index

   Bank of America    Call      191.28        JPY        12/16/19        269,219        51,496,210        2,607  

Tokyo Stock Exchange Price Index

   Morgan Stanley    Call      191.28        JPY        12/16/19        509,036        97,368,406        4,928  

Tokyo Stock Exchange Price Index

   BNP Paribas    Call      194.04        JPY        3/16/20        363,317        70,498,031        5,212  

Tokyo Stock Exchange Price Index

   Morgan Stanley    Call      192.04        JPY        4/13/20        323,621        62,148,177        4,910  

Total SA

   UBS Warburg    Call      70.00        USD        9/23/19        24,693        1,728,510        4,174  

S&P 500 Index

   Barclays Bank    Put      2350.00        USD        1/21/19        149        350,150        2,583  

S&P 500 Index

   Barclays Bank    Put      2700.00        USD        1/21/19        1,413        3,815,100        292,358  

 

See accompanying notes to the financial statements.

 

17


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Description    Counterparty    Put/
Call
  

Strike

Price

     Expiration
Date
     Contracts      Notional
Amount(b)
     Fair
Value
 

S&P 500 Index

   Barclays Bank    Put      2400.00        USD        1/22/19        180      $ 432,000      $ 4,685  

S&P 500 Index

   Barclays Bank    Put      2400.00        USD        2/01/19        150        360,000        5,494  
                       

 

 

 

Total (Cost $1,729,594)

                  $ 737,645  
                 

 

 

 

At December 31, 2018, the Fund’s over-the-counter options written were as follows:

 

Description    Counterparty    Put/
Call
  

Strike

Price

     Expiration
Date
     Contracts      Notional
Amount(b)
    

Fair

Value

 

Alphabet, Inc.

   JPMorgan Chase    Call      1350.00        USD        1/21/20        669      $ 903,150      $ (20,188 ) 

Anadarko Petroleum Corp.

   Credit Suisse First Boston    Call      76.00        USD        1/21/20        7,067        537,092        (6,306 ) 

Apple, Inc.

   Barclays Bank    Call      160.00        USD        1/21/19        2,690        430,400        (11,373 ) 

Comcast Corp.

   Citigroup    Call      37.50        USD        1/21/20        12,216        458,100        (29,135 ) 

ConocoPhillips Co.

   UBS Warburg    Call      85.00        USD        6/24/19        18,108        1,539,180        (4,729 ) 

CVS Health Corp.

   JPMorgan Chase    Call      87.50        USD        1/21/20        4,950        433,125        (7,517 ) 

Facebook, Inc.

   UBS Warburg    Call      220.00        USD        1/21/20        26,331        5,792,820        (37,733 ) 

J.P. Morgan Chase & Co.

   Citigroup    Call      125.50        USD        1/21/20        4,968        623,484        (7,117 ) 

Johnson & Johnson

   Bank of America    Call      170.00        USD        1/21/20        5,018        853,060        (5,166 ) 

KOSPI 200 Index

   Goldman Sachs    Call      327.50        USD        3/15/19        5,549        1,817,298        (115 ) 

Microsoft Corp.

   Barclays Bank    Call      90.00        USD        1/21/19        4,767        429,030        (58,428 ) 

Sumitomo Mitsui Financial Group, Inc.

   Morgan Stanley    Call      5679.90        JPY        3/16/20        14,063        79,876,434        (857 ) 

Tokyo Stock Exchange Price Index

   Morgan Stanley    Call      1950.00        JPY        3/11/19        78,515        153,104,250        (91 ) 

Tokyo Stock Exchange Price Index

   Bank of America    Call      221.29        JPY        12/16/19        269,219        59,575,473        (470 ) 

Tokyo Stock Exchange Price Index

   Morgan Stanley    Call      221.29        JPY        12/16/19        509,036        112,644,576        (889 ) 

Tokyo Stock Exchange Price Index

   BNP Paribas    Call      237.47        JPY        3/16/20        363,317        86,276,888        (719 ) 

Tokyo Stock Exchange Price Index

   Morgan Stanley    Call      233.87        JPY        4/13/20        323,621        75,685,243        (779 ) 

Total SA

   UBS Warburg    Call      75.00        USD        9/23/19        24,693        1,851,975        (1,656 ) 

United Continental Holdings, Inc.

   Deutsche Bank    Call      75.00        USD        1/21/19        3,469        260,175        (32,322 ) 

Alphabet, Inc.

   JPMorgan Chase    Put      860.00        USD        1/21/20        669        575,340        (30,492 ) 

Anadarko Petroleum Corp.

   Credit Suisse First Boston    Put      46.00        USD        1/21/20        7,067        325,082        (57,870 ) 

BP plc

   Nomura    Put      28.00        USD        1/21/20        32,800        918,400        (34,732 ) 

CVS Health Corp.

   JPMorgan Chase    Put      56.00        USD        1/21/20        4,950        277,200        (19,493 ) 

EURO STOXX 50 Index

   UBS Warburg    Put      106.38        EUR        6/21/21        4,268        454,030        (170,340 ) 

EURO STOXX Bank Index

   Barclays Bank    Put      110.23        EUR        3/22/21        4,201        463,076        (169,645 ) 

Facebook, Inc.

   UBS Warburg    Put      155.00        USD        1/21/20        26,331        4,081,305        (814,059 ) 

Halliburton Co.

   Citigroup    Put      35.00        USD        1/21/20        13,346        467,110        (127,496 ) 

J.P. Morgan Chase & Co.

   Citigroup    Put      87.25        USD        1/21/20        4,968        433,458        (30,372 ) 

Johnson & Johnson

   Bank of America    Put      109.00        USD        1/21/20        5,018        546,962        (23,889 ) 

KOSPI 200 Index

   Goldman Sachs    Put      270.00        USD        3/15/19        5,549        1,498,230        (67,901 ) 

S&P 500 Index

   Barclays Bank    Put      2200.00        USD        1/21/19        149        327,800        (778 ) 

S&P 500 Index

   Barclays Bank    Put      2250.00        USD        1/22/19        180        405,000        (1,391 ) 

S&P 500 Index

   Barclays Bank    Put      2250.00        USD        2/01/19        150        337,500        (2,010 ) 

S&P 500 Index

   Bank of America    Put      2600.00        USD        3/18/19        599        1,557,400        (92,311 ) 

Schlumberger, Ltd.

   UBS Warburg    Put      52.50        USD        1/20/20        11,244        590,310        (198,712 ) 

SPDR Gold Shares(c)

   Morgan Stanley    Put      113.00        USD        5/20/19        3,023        341,599        (2,122 ) 

Sumitomo Mitsui Financial Group, Inc.

   Morgan Stanley    Put      3832.77        JPY        3/16/20        14,063        53,900,245        (70,552 ) 

Sumitomo Mitsui Financial Group, Inc.

   Morgan Stanley    Put      3820.96        JPY        9/14/20        7,587        28,989,624        (43,876 ) 

Sumitomo Mitsui Financial Group, Inc.

   Morgan Stanley    Put      3786.60        JPY        12/14/20        7,573        28,675,922        (46,724 ) 

Tokyo Stock Exchange Price Index

   Morgan Stanley    Put      1600.00        JPY        3/11/19        78,515        125,624,000        (88,720 ) 

Tokyo Stock Exchange Price Index

   Bank of America    Put      156.59        JPY        12/16/19        269,219        42,157,003        (52,243 ) 

Tokyo Stock Exchange Price Index

   Morgan Stanley    Put      156.59        JPY        12/16/19        509,036        79,709,947        (98,772 ) 

Tokyo Stock Exchange Price Index

   BNP Paribas    Put      155.80        JPY        3/16/20        363,317        56,604,789        (73,472 ) 

Tokyo Stock Exchange Price Index

   Morgan Stanley    Put      157.82        JPY        4/13/20        323,621        51,073,866        (75,253 ) 
                       

 

 

 

Total (Premiums $1,673,647)

                  $ (2,618,815 ) 
                 

 

 

 

 

See accompanying notes to the financial statements.

 

18


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

At December 31, 2018, the Fund’s exchange traded options written were as follows:

 

Description    Put/
Call
    

Strike

Price

     Expiration
Date
     Contracts      Notional
Amount(b)
     Fair
Value
 

Amazon.com, Inc.

     Call        1780.00        USD        2/19/19        3      $ 5,340      $ (5,190 ) 

Amazon.com, Inc.

     Call        1790.00        USD        2/19/19        3        5,370        (4,605 ) 

Amazon.com, Inc.

     Call        1800.00        USD        2/19/19        3        5,400        (4,155 ) 

McDonald’s Corp.

     Call        185.00        USD        1/22/19        2        370        (176 ) 

Verisign, Inc

     Call        170.00        USD        1/22/19        1        170        (39 ) 
                    

 

 

 

Total (Premiums $68,886)

 

                  $ (14,165 ) 
                 

 

 

 

At December 31, 2018, the Fund’s over-the-counter currency options purchased were as follows:

 

Description    Counterparty    Put/
Call
     Strike
Price
     Expiration
Date
     Notional
Amount
     Fair
Value
 

British Pound Call Currency Option (GBP/USD)

   UBS Warburg      Call        1.32        GBP        5/16/19        58,850      $ 142,517  
                    

 

 

 

Total (Cost $190,251)

                  $ 142,517  
                 

 

 

 

At December 31, 2018, the Fund’s open over-the-counter interest rate swaptions purchased were as follows:

 

Paid by the Fund

  

Received by the Fund

                                           
Rate    Frequency    Rate    Frequency      Expiration
Date
     Counterparty      Notional
Amount
     Value      Unrealized
Appreciation/
(Depreciation)
 

3.00%

   Semi-annually    3-Month U.S. Dollar LIBOR      Quarterly        3/4/19        Nomura        1,189        USD      $ 5,160      $ (39,684 ) 
                       

 

 

    

 

 

 

Total (Cost $44,844)

                     $ 5,160      $ (39,684 ) 
                    

 

 

    

 

 

 

At December 31, 2018, the Fund’s open over-the-counter interest rate swaptions written were as follows:(a)    

 

Paid by the Fund

   Received by the Fund                                            
Rate    Frequency    Rate      Frequency      Expiration
Date
     Counterparty      Notional
Amount
     Value      Unrealized
Appreciation/
(Depreciation)
 

2.70%

   Semi-annually      3-Month U.S. Dollar LIBOR        Quarterly        3/4/19        Nomura        (1,189 )       USD      $ (104,357 )     $ (86,216 ) 
                       

 

 

    

 

 

 

Total (Premiums $18,141)

                     $ (104,357 )     $ (86,216 ) 
                    

 

 

    

 

 

 

Forward Currency Contracts    

At December 31, 2018, the Fund’s open forward currency contracts were as follows:    

 

Currency Purchased      Currency Sold      Counterparty    Settlement
Date
     Net Unrealized
Appreciation/
(Depreciation)
 

Japanese Yen

     102,084,390      U.S. Dollar      922,057      JPMorgan Chase      1/7/19      $ 10,000  

Japanese Yen

     1,642,430      U.S. Dollar      14,877      UBS Warburg      1/7/19        119  

Japanese Yen

     211,538,820      U.S. Dollar      1,905,000      JPMorgan Chase      1/25/19        29,311  

U.S. Dollar

     628,128      Australian Dollar      888,000      JPMorgan Chase      1/25/19        2,464  

Japanese Yen

     210,764,000      U.S. Dollar      1,887,078      Citigroup      1/31/19        41,094  

Japanese Yen

     161,863,500      U.S. Dollar      1,439,638      JPMorgan Chase      2/14/19        42,690  

Japanese Yen

     161,863,500      U.S. Dollar      1,439,638      JPMorgan Chase      2/14/19        42,690  

European Euro

     838,000      U.S. Dollar      957,431      Goldman Sachs      2/15/19        6,296  

European Euro

     834,000      U.S. Dollar      948,998      Morgan Stanley      2/28/19        11,093  

Japanese Yen

     129,776,401      U.S. Dollar      1,149,000      Morgan Stanley      3/7/19        41,474  

European Euro

     825,000      U.S. Dollar      938,374      Morgan Stanley      3/14/19        12,508  

Swedish Krona

     17,198,882      European Euro      1,664,000      Goldman Sachs      3/21/19        35,519  
                 

 

 

 
                  $ 275,258  
                 

 

 

 

 

See accompanying notes to the financial statements.

 

19


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Currency Purchased      Currency Sold      Counterparty    Settlement
Date
     Net Unrealized
Appreciation/
(Depreciation)
 

U.S. Dollar

     1,636      Japanese Yen      180,000      JPMorgan Chase      1/4/19      $ (7 ) 

British Pound

     1,296,000      U.S. Dollar      1,691,897      JPMorgan Chase      1/11/19        (39,341 ) 

European Euro

     827,000      U.S. Dollar      950,365      Morgan Stanley      1/25/19        (882 ) 

U.S. Dollar

     2,055,204      Japanese Yen      227,800,000      Morgan Stanley      1/28/19        (28,321 ) 

Norwegian Krone

     6,254,000      U.S. Dollar      754,556      JPMorgan Chase      2/1/19        (29,574 ) 

U.S. Dollar

     2,039,625      Japanese Yen      228,149,999      Goldman Sachs      2/4/19        (48,215 ) 

British Pound

     1,486,000      U.S. Dollar      1,945,241      JPMorgan Chase      2/15/19        (47,204 ) 

U.S. Dollar

     963,545      European Euro      838,000      Morgan Stanley      2/15/19        (181 ) 

British Pound

     775,000      U.S. Dollar      1,014,568      JPMorgan Chase      2/21/19        (24,408 ) 

U.S. Dollar

     957,157      European Euro      834,000      Deutsche Bank      2/28/19        (2,935 ) 

U.S. Dollar

     1,057,330      Brazilian Real      4,122,000      Deutsche Bank      3/1/19        (1,711 ) 

U.S. Dollar

     2,137,446      Japanese Yen      238,199,999      Goldman Sachs      3/4/19        (46,994 ) 

South African Rand

     16,446,000      U.S. Dollar      1,147,816      Citigroup      3/14/19        (11,855 ) 

U.S. Dollar

     946,012      European Euro      825,000      Morgan Stanley      3/14/19        (4,870 ) 

U.S. Dollar

     927,341      Japanese Yen      102,050,000      JPMorgan Chase      3/25/19        (10,420 ) 
                 

 

 

 
                  $ (296,918 ) 
                 

 

 

 

Total Net Forward Currency Contracts

 

         $ (21,660 ) 
        

 

 

 

Swap Agreements

At December 31, 2018, the Fund’s open centrally cleared credit default swap agreements (sell protection) were as follows:

 

Description    Payment
Frequency
     Implied
Credit
Spread at
December 31,
2018(d)
    Expiration
Date
     Notional
Amount(e)
     Fixed
Rate
    Value      Premiums
Paid/
(Received)
     Unrealized
Appreciation/
(Depreciation)
 

CDX North America High Yield Index Swap Agreement with Series 30

     Quarterly        4.14 %      6/20/23      $ 531,318        5.00 %    $ 16,319      $ 34,127      $ (17,808 ) 
               

 

 

    

 

 

    

 

 

 
                $ 16,319      $ 34,127      $ (17,808 ) 
               

 

 

    

 

 

    

 

 

 

Cash of $768,430 has been segregated to cover margin requirements for the following open centrally cleared interest rate swap agreements as of December 31, 2018:

 

Paid by the Fund

   Received by the Fund                                            
Rate    Frequency    Rate     Frequency      Expiration
Date
     Notional Amount      Upfront
Premiums
Paid/
(Received)
     Value      Unrealized
Appreciation/
(Depreciation)
 

3-Month LIBOR

   Quarterly      2.97%       Semi-annually        7/18/25        12,447,470        USD      $ 177      $ 207,705      $ 207,528  

0.84%

   Annually      6-Month EURIBOR       Semi-annually        2/15/28        1,463,000        EUR        31        (18,345 )       (18,376 ) 

0.84%

   Annually      6-Month EURIBOR       Semi-annually        2/15/28        1,474,000        EUR        32        (18,453 )       (18,485 ) 

0.99%

   Annually      6-Month EURIBOR       Semi-annually        10/29/28        7,981,613        EUR        —        (170,415 )       (170,415 ) 

3-Month LIBOR

   Quarterly      3.20%       Semi-annually        10/29/28        10,098,436        USD        —        435,859        435,859  

2.99%

   Semi-annually      3-Month LIBOR       Quarterly        7/18/50        2,797,184        USD        89        (62,848 )       (62,937 ) 
                      

 

 

    

 

 

 
                       $ 373,503      $ 373,174  
                      

 

 

    

 

 

 

At December 31, 2018, cash of $90,000 was received as collateral for the following over-the-counter total return swap agreements:

 

Pay/
Receive
  

Financing

Rate

     Description   Expiration
Date
     Counterparty   

Notional
Amount

   Value and
Unrealized
Appreciation/
(Depreciation)
 

Pay

     0.00 %     EURO STOXX Bank Index April Futures     4/30/19      BNP Paribas SA      (574,875 )     EUR    $ 61,806  

Pay

     0.00 %     NIKKEI 225 Dividend Index E-Mini March Futures     3/31/21      BNP Paribas SA      15,520,000      JPY      16,425  

Pay

     0.00 %     NIKKEI 225 Dividend Index E-Mini March Futures     3/31/21      BNP Paribas SA      7,655,000      JPY      9,171  

 

See accompanying notes to the financial statements.

 

20


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2018

 

Pay/
Receive
  

Financing

Rate

     Description   Expiration
Date
     Counterparty   

Notional
Amount

   Value and
Unrealized
Appreciation/
(Depreciation)
 

Pay

     0.00 %     NIKKEI 225 Dividend Index E-Mini March Futures     3/31/21      BNP Paribas SA      4,215,000      JPY    $ 1,049  

Pay

     0.00 %     NIKKEI 225 Dividend Index E-Mini March Futures     3/31/22      BNP Paribas SA      15,720,000      JPY      15,002  

Pay

     0.00 %     NIKKEI 225 Dividend Index E-Mini March Futures     3/31/22      BNP Paribas SA      7,950,000      JPY      6,679  

Pay

     0.00 %     NIKKEI 225 Dividend Index E-Mini March Futures     3/31/22      BNP Paribas SA      7,970,000      JPY      6,497  

Pay

     0.00 %     NIKKEI 225 Dividend Index E-Mini March Futures     3/31/22      BNP Paribas SA      4,260,000      JPY      739  

Pay

     0.00 %     S&P 500 Index Dividends December Futures     12/18/20      Goldman Sachs      107,944      USD      19,181  

Pay

     0.00 %     S&P 500 Index Dividends December Futures     12/17/21      BNP Paribas SA      133,513      USD      22,963  
                   

 

 

 
                    $ 159,512  
                   

 

 

 

 

†

Represents less than 0.05%.

 

(a)

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

 

(b)

Notional amount is expressed as the number of contracts multiplied by the strike price of the underlying asset.

 

(c)

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

 

(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.

Balances Reported in the Consolidated Statement of Assets and Liabilities for Options Written, Forward Currency Contracts and Swap Agreements

 

      Premiums
Paid
     Premiums
Received
   Unrealized
Appreciation
     Unrealized
Depreciation
     Value  

Written options and swaptions

   $ —      $1,760,674    $ 54,721      $ (1,031,383 )     $  (2,737,337)  

Forward currency contracts

     —      —      275,258        (296,918 )       (21,660 ) 

Centrally cleared swap agreements(a)

     34,456      —      643,387        (288,021 )       389,822  

Over-the-counter swap agreements

     —      —      159,512        —        —  

 

(a)

Includes cumulative unrealized appreciation (depreciation) on these swap agreements as reported in the Consolidated Schedule of Portfolio Investments. Only current day’s variation margin for centrally cleared swap agreements is reported within the Consolidated Statement of Assets and Liabilities and is net of any previously paid (received) swap premium amounts.

 

See accompanying notes to the financial statements.

 

21


AZL MVP BlackRock Global Strategy Plus Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in non-affiliates, at cost

    $  379,918,001

Investments in affiliates, at cost

      324,068,396
   

 

 

 

Investments in non-affiliates, at value*

    $ 379,564,458

Investments in affiliates, at value

      330,971,306

Segregated cash for collateral for futures contracts

      37,169,319

Segregated cash for collateral on swap agreeements

      768,430

Deposits with brokers for securities sold short

      1,163,005

Interest and dividends receivable

      1,247,087

Foreign currency, at value (cost $63,713)

      63,930

Unrealized appreciation on forward currency contracts

      275,258

Unrealized appreciation on swap agreements

      159,512

Receivable for investments sold

      1,051,100

Receivable for capital shares issued

      281

Receivable for variation margin on centrally cleared swap agreements

      75,118

Receivable for variation margin on futures contracts

      101,361

Receivable for variation margin on contracts for differences

      7,125

Reclaims receivable

      328,426

Prepaid expenses

      7,763
   

 

 

 

Total Assets

      752,953,479
   

 

 

 

Liabilities:

   

Cash overdraft

      69,666

Cash received as collateral for swap agreements

      90,000

Written options and swaptions (Proceeds received $1,760,675)

      2,737,337

Unrealized depreciation on forward currency contracts

      296,918

Payable for investments purchased

      1,423,199

Payable for collateral received on loaned securities

      11,159,870

Payable for capital shares redeemed

      55,060

Securities sold short (Proceeds received $1,002,437)

      787,417

Payable for variation margin on futures contracts

      154,783

Payable for variation margin on contracts for differences

      8,445

Payable for variation margin on centrally cleared swap agreements

      32,216

Interest payable on securities sold short

      4,285

Accrued foreign taxes

      37,925

Manager fees payable

      300,299

Administration fees payable

      6,520

Distribution fees payable

      79,057

Custodian fees payable

      8,175

Administrative and compliance services fees payable

      7,737

Transfer agent fees payable

      712

Trustee fees payable

      1,261

Other accrued liabilities

      203,427
   

 

 

 

Total Liabilities

      17,464,309
   

 

 

 

Net Assets

    $ 735,489,170
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 671,078,999

Total distributable earnings

      64,410,171
   

 

 

 

Net Assets

    $ 735,489,170
   

 

 

 

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

      63,288,343

Net Asset Value (offering and redemption price per share)

    $ 11.62
   

 

 

 

 

*

Includes securities on loan of $10,901,916.

Consolidated Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 7,177,333

Dividends from non-affiliates

      5,464,534

Interest

      4,596,761

Income from securities lending

      53,199

Foreign withholding tax

      (295,336 )
   

 

 

 

Total Investment Income

      16,996,491
   

 

 

 

Expenses:

   

Manager fees

      3,809,991

Administration fees

      214,963

Distribution fees

      1,003,021

Custodian fees

      205,663

Administrative and compliance services fees

      20,376

Transfer agent fees

      11,795

Trustee fees

      63,664

Professional fees

      55,063

Shareholder reports

      29,126

Dividends on securities sold short

      22,298

Other expenses

      95,041
   

 

 

 

Net expenses

      5,531,001
   

 

 

 

Net Investment Income/(Loss)

      11,465,490
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments:

   

Net realized gains/(losses) on securities and foreign currencies

      12,300,949

Net realized gains/(losses) on affiliated securities

      2,458,499

Net realized gains/(losses) on futures contracts

      (568,634 )

Net realized gains/(losses) on contracts for differences

      25,530

Net realized gains/(losses) on written options contracts

      447,873

Net realized gains (losses) on securities held short

      165,619

Net realized gains/(losses) on swap agreements

      (12,099 )

Net realized gains/(losses) on forward currency contracts

      (700,813 )

Change in net unrealized appreciation/depreciation on securities

      (45,748,189 )

Change in net unrealized appreciation/depreciation on affiliated securities

      (22,690,543 )

Change in net unrealized appreciation/depreciation on futures contracts

      (554,549 )

Change in net unrealized appreciation/depreciation contracts for differences

      174,516

Change in net unrealized appreciation/depreciation on written option contracts

      (1,438,114 )

Change in net unrealized appreciation/depreciation on securities held short

      215,020

Change in net unrealized appreciation/depreciation on swap agreements

      (562,836 )

Change in net unrealized appreciation/depreciation on forward currency contracts

      (276,672 )

Change in accrued foreign tax liability

      7,909
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (56,756,534 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (45,291,044 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

22


AZL MVP BlackRock Global Strategy Plus Fund

 

Consolidated Statements of Changes in Net Assets

 

    

For the

Year Ended
December 31, 2018

 

For the

Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $  11,465,490     $ 7,996,110

Net realized gains/(losses) on investments

      14,116,924       25,099,254

Change in unrealized appreciation/depreciation on investments

      (70,873,458 )       57,180,746
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (45,291,044 )       90,276,110
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (15,884,365 )       (3,178,036 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (15,884,365 )       (3,178,036 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      7,902,972       8,651,752

Proceeds from dividends reinvested

      15,884,365       3,178,036

Value of shares redeemed

      (61,287,105 )       (79,282,868 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      (37,499,768 )       (67,453,080 )
   

 

 

     

 

 

 

Change in net assets

      (98,675,177 )       19,644,994

Net Assets:(a)

       

Beginning of period

      834,164,347       814,519,353
   

 

 

     

 

 

 

End of period

    $ 735,489,170     $ 834,164,347
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      631,927       710,754

Dividends reinvested

      1,320,396       258,587

Shares redeemed

      (4,935,276 )       (6,584,146 )
   

 

 

     

 

 

 

Change in shares

      (2,982,953 )       (5,614,805 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in Notes to the Consolidated Financial Statements.

 

See accompanying notes to the financial statements.

 

23


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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 12.59     $ 11.33     $ 11.69     $ 12.22     $ 12.02
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.18       0.11       0.10       0.07       0.10

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.90 )       1.20       0.27       (0.26 )       0.16
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.72 )       1.31       0.37       (0.19 )       0.26
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.18 )       (0.05 )       (0.31 )       (0.14 )       — (a)

Net Realized Gains

      (0.07 )       —       (0.42 )       (0.20 )       (0.06 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.25 )       (0.05 )       (0.73 )       (0.34 )       (0.06 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 11.62     $ 12.59     $ 11.33     $ 11.69     $ 12.22
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(b)

      (5.77 )%       11.54 %       3.34 %       (1.57 )%       2.18 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 735,489     $ 834,164     $ 814,519     $ 830,363     $ 818,435

Net Investment Income/(Loss)

      1.43 %       0.97 %       0.85 %       0.67 %       0.96 %

Expenses Before Reductions*(c)

      0.69 %       0.71 %       1.11 %       1.18 %       1.18 %

Expenses Net of Reductions*

      0.69 %       0.71 %       1.11 %       1.18 %       1.18 %

Expenses Net of Reductions, Excluding Expenses Paid Indirectly*

      0.69 %       0.71 %       1.11 %       1.18 %       1.18 %(d)

Portfolio Turnover Rate

      39 %       40 %       91 %       64 %       61 %

 

*

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

 

(a)

Represents less than $0.005.

 

(b)

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.

 

(c)

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

 

(d)

Expenses net of reductions excludes expenses paid indirectly, pursuant to a “commission recapture” program, under which brokers remitted a portion of the brokerage commission which were used to pay certain Fund expenses. The Fund ceased participation in the program in June 2014.

 

See accompanying notes to the financial statements.

 

24


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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 (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 (the “Underlying 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 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 Fund accrues 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 year ended December 31, 2018, 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, 2018, the Fund’s aggregate investment in the VIP Subsidiary was $368,098,344, representing 50.1% 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 Subsidiaries’ financial statements, including its investments, and its operating results have been consolidated with those of the Fund which includes the consolidation of the Cayman Subsidiary. All intercompany transactions have been eliminated.

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. A REIT may focus on particular types of projects, such as apartment complexes or shopping centers, or on particular geographic regions, or both. An investment in a REIT may be subject to certain risks similar to those associated with direct ownership of real estate, including: declines in the value of real estate; risks related to general and local economic conditions, overbuilding and competition; increases in property taxes and operating expenses; and variations in rental income.

Foreign Currency Translation and Withholding Taxes

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 on statement of operations. Income received by the Fund from sources within foreign countries may be subject to withholding and other income or similar taxes imposed by such countries. The Funds accrue such taxes, as applicable, based on their current interpretation of tax rules in the foreign markets in which they invest.

 

25


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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 the 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, the Fund also may be required to pay a premium, which would increase the cost of the security sold.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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 Consolidated Schedule of 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 331/3% 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, 2018 are presented on the Fund’s Consolidated Schedule of Portfolio Investments.

Cash collateral received in connection with securities lending is invested in short-term investments that have a remaining maturity of 397 days or less, similar to investments held in compliance with Rule 2a-7 under the 1940 Act. Included in short-term investments may be investments in overnight repurchase agreements that are collateralized at 102% with securities issued by the U.S. Treasury; U.S. government or any agency, instrumentality or authority of the U.S. government, or other approved issuers. The securities purchased with cash collateral received are reflected in the Fund’s Consolidated Schedule of Portfolio Investments under Short-Term Securities Held as Collateral for Securities on Loan. Short-term securities held as collateral for securities on loan are valued at amortized cost which approximates fair value. Under the amortized cost method, discounts or premiums are amortized on a constant basis to the maturity of the security. These are typically categorized as Level 2 in the fair value hierarchy, as defined in Note 4. Income earned on these investments is included in “Income from securities lending” on the Consolidated Statement of Operations.

 

26


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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 $5,389 during the year ended December 31, 2018. These fees have been netted against “Income from securities lending” on the Consolidated Statement of Operations. The Fund had securities lending transactions of $11,130,249 accounted for as secured borrowings with cash collateral of overnight and continuous maturities as of December 31, 2018. At December 31, 2018, there were no master netting provisions in the securities lending agreement.

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, 2018, no collateral had been posted by the Fund to counterparties for TBAs.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Consolidated Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type.

Forward Currency Contracts

During the year ended December 31, 2018, the Fund entered into forward currency contracts as an economic hedge against either specific transactions or portfolio instruments or to obtain exposure to foreign currencies. In addition to the foreign currency risk related to the use of these contracts, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. In the event of default by the counterparty to the transaction, the Fund’s maximum amount of loss, as either the buyer or the seller, is the unrealized appreciation of the contract. The forward currency contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. For the year ended December 31, 2018, the monthly average notional amount for long contracts was $22.1 million and the monthly average notional amount for short contracts was $11.1 million. Realized gains and losses are reported as “Net realized gains/(losses) on forward currency contracts” on the Consolidated Statement of Operations.

Futures Contracts

During the year ended December 31, 2018, 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. For the year ended December 31, 2018, the monthly average notional amount for long contracts was $40.7 million and the monthly average notional for short contracts was $10.1 million. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Consolidated Statement of Operations.

Contracts for Difference

The Fund may invest in Contracts for Difference (“CFD”). A CFD is a privately negotiated contract between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value at the end of the contract. The underlying instrument may be a single security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. A CFD is usually terminated at the buyer’s initiative. The seller of the CFD will simply match the exposure of the underlying instrument in the open market and the parties will exchange whatever payment is due.

 

27


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

As is the case with owning any financial instrument, there is the risk of loss associated with buying a CFD. For example, if the Fund buys a long CFD and the underlying security is worth less at the end of the contract, the Fund would be required to make a payment to the seller and would suffer a loss. Also, there may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract, and of the Fund’s shares, may be reduced. The Fund will not enter into a CFD transaction that is inconsistent with its investment objective, policies and strategies. For the year ended December 31, 2018, the monthly average notional amount on contracts for differences was $0.2 million. Realized gains and losses are reported as “Net realized gains/(losses) on contracts for differences” 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, 2018, 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 a put 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.

A swaption is an option to enter into a pre-defined swap agreement by some specified date in the future. The writer of the swaption becomes the counterparty to the swap if the buyer exercises their option. The interest rate swaption agreement will specify whether the buyer of the swaption will be a fixed rate receiver or a fixed rate buyer. The Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts and from unanticipated movements in interest rates.

For the year ended December 31, 2018, the monthly average notional amount for written options contracts was $39.2 million. Realized gains and losses are reported as “Net realized gains/(losses) on written options contracts” on the Consolidated Statement of Operations.

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 reported as “Payable/Receivable for variation margin on centrally cleared swap agreements” on the Consolidated Statement of Operations.

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, 2018, the Fund entered into 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 monthly average gross notional amount for interest rate swaps was $37.9 million for the year ended December 31, 2018.

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 monthly average gross notional amount for currency swaps was $2.2 million for the year ended December 31, 2018.

 

28


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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.

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 monthly average gross notional amount for total return swaps was $2.6 million for the year ended December 31, 2018.

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 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, 2018, 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 monthly average gross notional amount for credit default swaps was $0.3 million for the year ended December 31, 2018.

Summary of Derivative Instruments

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, 2018:

 

   

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

     
Futures Contracts   Receivable for variation margin on futures contracts   $ 288,189     Payable for variation margin on futures contracts   $ 1,025,790  
Contracts for differences   Receivable for variation margin on contracts for differences     197,043     Payable for variation margin on contracts for differences     22,527  
Options Contracts       Written Options     2,632,980  

Total Return Swap

Agreements

  Unrealized appreciation on swap agreements     159,512     Unrealized depreciation on swap agreements     —  

Credit Risk

     

Centrally Cleared Credit Default Swap

Agreements

  Receivable for variation margin on swap agreements*     —     Payable for variation margin on swap agreements*     17,808  

Interest Rate Risk

     
Futures Contracts   Receivable for variation margin on futures contracts*     422,682     Payable for variation margin on futures contracts*     37,811  

Interest Rate Swap

Agreements

  Unrealized appreciation on swap agreements*     643,387     Unrealized depreciation on swap agreements*     270,213  
Swaption Contracts       Written Options     104,357  

Foreign Exchange Risk

     
Forward Currency Contracts   Unrealized appreciation on forward currency contracts     275,258     Unrealized depreciation on forward currency contracts     296,918  

 

*

Includes cumulative appreciation/depreciation of futures contracts and contracts for differences 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 centrally cleared swap agreements are reported within the Consolidated Statement of Assets and Liabilities.

 

29


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2018:

 

     Net Realized Gains/(Losses)
     on Derivatives Recognized as a Result from Operations
      Net Realized
Gains/(Losses) on
Futures Contracts
   Net Realized
Gains/(Losses) on
Contracts for differences
   Net Realized
Gains/(Losses) on
Swap Agreements
  

Net Realized
Gains/(Losses) on
Written

Option Contracts

   Net Realized
Gains/(Losses) on
Forward Currency Contracts

Equity Risk

     $ 175,417        25,530      $ 580,832      $ 455,321      $ —

Credit Risk

       —        —        (28,151 )        —        —

Interest Rate Risk

       (744,051 )        —        (25,545 )        (181,404 )        —

Foreign Exchange Rate Risk

       —        —        (539,235 )        173,956        700,813
     Change in Net Unrealized Appreciation/Depreciation
on Derivatives Recognized as a Result from Operations
     

Change in Net

Unrealized

Appreciation/

Depreciation on

Futures Contracts

  

Change in Net
Unrealized

Appreciation/
Depreciation on
Contracts for Differences

  

Change in Net
Unrealized
Appreciation/
Depreciation on
Swap

Agreements

  

Change in Net
Unrealized
Appreciation/
Depreciation on
Written

Option Contracts

  

Change in Net

Unrealized

Appreciation/

Depreciation on

Forward Currency

Contracts

Equity Risk

     $ (1,052,757 )        174,516      $ (661,008 )      $ (1,142,413 )      $ —

Credit Risk

       —        —        5,125        —        —

Interest Rate Risk

       498,208        —        293,470        (203,293 )        —

Foreign Exchange Rate Risk

       —        —        (200,423 )        (92,408 )        (276,672 )

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, 2018. For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to master netting arrangements in the Consolidated Statement of Assets and Liabilities. This table also summarizes the fair values of derivative instruments on the Fund’s Consolidated Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2018.

As of December 31, 2018, the Fund’s derivative assets and liabilities by type were as follows:

 

        Assets      Liabilities

Derivative Financial Instruments:

             

Forward currency contracts

       $ 275,258        $ 296,918

Futures contracts

         —          53,522

Contracts for differences

         —          1,320

Option contracts

         —          2,737,337

Swap agreements

         234,630          32,216
      

 

 

        

 

 

 

Total derivative assets and liabilities in the Consolidated Statement of Assets and Liabilities

         509,888          3,121,313

Derivatives not subject to a master netting agreement or similar agreement (“MNA”)

         (75,118 )          (101,223 )
      

 

 

        

 

 

 

Total assets and liabilities subject to a MNA

       $ 434,770        $ 3,020,090
      

 

 

        

 

 

 

The following table presents the Fund’s derivative assets by counterparty net of amounts available for offset under MNA and net of the related collateral received by the Fund as of December 31, 2018:

 

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

BNP Paribas SA

     $ 140,331      $ (74,191 )      $ —      $ (66,140 )      $ —

Citigroup

       41,094        (41,094 )        —        —        —

Goldman Sachs

       60,996        (60,996 )        —        —        —

JPMorgan Chase

       127,155        (127,155 )        —        —        —

Morgan Stanley

       65,075        (65,075 )        —        —        —

UBS Warburg

       119        (119 )        —        —        —
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total

     $ 434,770      $ (368,630 )      $ —      $ (66,140 )      $ —
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

 

30


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

The following table presents the Fund’s derivative liabilities by counterparty net of amounts available for offset under MNA and net of the related collateral received by the Fund as of December 31, 2018:

 

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

     $ 174,079      $ —      $ —      $ (174,079 )      $ —

Barclays Bank

       243,625        —        —        —        243,625

BNP Paribas SA

       74,191        (74,191 )        —        —        —

Citigroup

       205,975        (41,094 )        —        —        164,881

Credit Suisse First Boston

       64,176        —        —        —        64,176

Deutsche Bank

       36,968        —        —        —        36,968

Goldman Sachs

       163,225        (60,996 )        —        —        102,229

JPMorgan Chase

       228,644        (127,155 )        —        —        101,489

Morgan Stanley

       462,889        (65,075 )        —        —        397,814

Nomura

       139,089        —        —        —        139,089

UBS Warburg

       1,227,229        (119 )        —        —        1,227,110
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total

     $ 3,020,090      $ (368,630 )      $ —      $ (174,079 )      $ 2,477,381
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

 

*

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.

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-08 “Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management does not believe that adoption of ASU 2017-08 will materially impact the Fund’s financial statements.

In August 2018, FASB issued ASU No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Consolidated Statement of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Consolidated Statements of Changes in Net Assets appeared as follows:

 

     For the Year Ended
December 31, 2017

Distributions to Shareholders:

   

From net investment income

    $ (3,178,036 )

From net realized gains

      —
   

 

 

 

Change in net assets resulting from distributions to shareholders

    $ (3,178,036 )
   

 

 

 

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 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, 2020.

For the year ended December 31, 2018, the annual rate paid 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 %

 

31


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2018, there were no contractual reimbursements 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 year can be found on the Consolidated Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

 

      Fair Value
12/31/17
   Purchases
at Cost
   Proceeds from
Sales
   Net
Realized
Gain(Loss)
   Net Change in
Unrealized
Appreciation
(Depreciation)
   Fair Value
12/31/18
   Shares as of
12/31/2018
   Dividend
Income

AZL Enhanced Bond Index Fund

     $ 228,562,361      $ 7,733,243      $ (19,949,641 )      $ (783,761 )      $ (5,555,830 )      $ 210,006,372        19,830,630      $ 4,741,531

AZL MSCI Global Equity Index Fund

       146,445,694        2,537,199        (14,125,506 )        3,242,260        (17,134,713 )        120,964,934        12,060,312        2,435,800
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 375,008,055      $ 10,270,442      $ (34,075,147 )      $ 2,458,499      $ (22,690,543 )      $ 330,971,306        31,890,942      $ 7,177,331
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 12b-1 fee in the maximum amount of 0.25% of the average daily net assets attributable of Class 2 shares, plus a Trust-wide annual fee of $42,500 paid by the Manager from its profits and not by the Trust, for recordkeeping and reporting services.

In addition, certain legal fees and expenses are paid to a law firm, Dorsey & Whitney LLP, of which the Secretary of the Fund is Senior Counsel. During the year ended December 31, 2018, $22,213 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 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 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 (the “Board” or “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

 

32


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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.

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. 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.

Forward currency contracts are generally valued at the forward 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 yield, quality, maturity, type of issue, trading characteristics, call features, credit ratings and other data, as well as broker quotes and are typically categorized as Level 2 in the fair value hierarchy.

Other assets and securities for which market quotations are not readily available, or are deemed unreliable are valued at fair value as determined in good faith by the Trustees or persons acting on the behalf of the Trustees. Fair value pricing may be used for significant events such as securities whose trading has been suspended, whose price has become stale or for which there is no currently available price at the close of the NYSE. Depending on the source and relative significance of valuation inputs, these instruments may be classified as Level 2 or Level 3 in the fair value hierarchy. The Fund utilizes a pricing service to assist in determining the fair value of securities when certain significant events occur that may affect the value of foreign securities.

In accordance with procedures adopted by the Trustees, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time when the exchange on which they are traded closes and the time when the Fund’s net asset value is calculated. Management identifies possible fluctuation in international securities by monitoring the increase or decrease in the value of a designated benchmark index. In the event of an increase or decrease greater than predetermined levels, the Fund may use a systematic valuation model provided by an independent third party to fair value its international equity securities which are then typically categorized as Level 2 in the fair value hierarchy.

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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total

Common Stocks+

                           

Aerospace & Defense

       $ 2,031,649        $ 2,088,707        $ —        $ 4,120,356

Air Freight & Logistics

         106,626          —          —          106,626

Airlines

         2,658,519          2,031,952          —          4,690,471

Auto Components

         17,323          3,925,977          —          3,943,300

Automobiles

         27,329          3,989,331          —          4,016,660

Banks

         8,018,735          2,965,679          —          10,984,414

Beverages

         191,454          1,886,825          —          2,078,279

Biotechnology

         2,857,069          —          —          2,857,069

Building Products

         255,987          684,101          —          940,088

Capital Markets

         3,190,711          —          —          3,190,711

Chemicals

         4,205,291          5,586,533          —          9,791,824

Commercial Services & Supplies

         16,997          9,804          —          26,801

Communications Equipment

         116,688          71,571          —          188,259

Construction & Engineering

         —          954,861          —          954,861

Construction Materials

         7,048          197,830          —          204,878

Consumer Finance

         67,379          —          —          67,379

Containers & Packaging

         27,625          —          —          27,625

Distributors

         —          65,430          —          65,430

Diversified Consumer Services

         15,073          —          —          15,073

Diversified Financial Services

         230,723          192,102          —          422,825

Diversified Telecommunication Services

         1,702,297          2,829,977          —          4,532,274

Electric Utilities

         3,051,079          1,507,588          —          4,558,667

Electrical Equipment

         110,214          1,584,987          —          1,695,201

Electronic Equipment, Instruments & Components

         44,922          1,765,826          —          1,810,748

Energy Equipment & Services

         339,142          —          —          339,142

Entertainment

         805,233          121,994          —          927,227

Equity Real Estate Investment Trusts

         787,594          698,053          —          1,485,647

Food & Staples Retailing

         191,684          229,943          —          421,627

Food Products

         123,016          7,944,187          —          8,067,203

Gas Utilities

         —          1,354,487          —          1,354,487

Health Care Equipment & Supplies

         491,681          5,271,826          —          5,763,507

Health Care Providers & Services

         9,740,463          3,468,623          —          13,209,086

 

33


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

Investment Securities:      Level 1      Level 2      Level 3      Total

Health Care Technology

       $ —        $ 340,248        $ —        $ 340,248

Hotels, Restaurants & Leisure

         2,250,768          1,895,032          —          4,145,800

Household Durables

         —          300,112          —          300,112

Household Products

         3,798,369          19,387          —          3,817,756

Independent Power and Renewable Electricity Producers

         799,652          —          —          799,652

Industrial Conglomerates

         26,669          339,604          —          366,273

Insurance

         3,661,856          893,701          —          4,555,557

Interactive Media & Services

         7,884,979          2,029,647          —          9,914,626

Internet & Direct Marketing Retail

         4,384,047          81,384          —          4,465,431

IT Services

         2,314,471          66,156          —          2,380,627

Life Sciences Tools & Services

         197,881          —          —          197,881

Machinery

         946,537          1,587,555          —          2,534,092

Media

         9,846,324          1,131,800          —          10,978,124

Metals & Mining

         1,193,586          715,494          —          1,909,080

Multiline Retail

         1,673,457          —          —          1,673,457

Multi-Utilities

         795,356          138,513          —          933,869

Oil, Gas & Consumable Fuels

         15,687,447          6,296,919          —          21,984,366

Paper & Forest Products

         5,444          2,752          206,782          214,978

Personal Products

         567,421          69,631          —          637,052

Pharmaceuticals

         8,426,990          3,214,878          —          11,641,868

Professional Services

         —          11,033          —          11,033

Real Estate Management & Development

         67,523          4,196,345          —          4,263,868

Road & Rail

         172,976          2,180,405          —          2,353,381

Semiconductors & Semiconductor Equipment

         1,535,605          958,634          —          2,494,239

Software

         8,529,009          59,006          3,081,884          11,669,899

Specialty Retail

         331,811          903,233          —          1,235,044

Technology Hardware, Storage & Peripherals

         6,847,897          53,082          —          6,900,979

Textiles, Apparel & Luxury Goods

         61,298          74,748          —          136,046

Thrifts & Mortgage Finance

         —          1,199,360          —          1,199,360

Tobacco

         3,283,107          1,067,028          —          4,350,135

Trading Companies & Distributors

         —          1,550          —          1,550

Transportation Infrastructure

         —          326,492          —          326,492

Wireless Telecommunication Services

         46,014          3,996,815          —          4,042,829

Preferred Stocks

                           

Banks

         533,004          55,500          —          588,504

Chemicals

         4,450          —          —          4,450

Consumer Finance

         364,457          —          —          364,457

Health Care Providers & Services

         —          —          352,616          352,616

Software

         —          —          628,410          628,410

Technology Hardware, Storage & Peripherals

         —          24,933          —          24,933

Convertible Preferred Stocks

         —          1,335,100          —          1,335,100

Private Placements

                           

Household Durables

         —          —          — #          —

Internet Software & Services

         —          —          386,218          386,218

Convertible Bonds

         —          698,215          —          698,215

Bank Loans

         —          634,064          —          634,064

Corporate Bonds+

         —          13,581,390          —          13,581,390

Foreign Bonds+

         —          16,180,335          —          16,180,335

Yankee Dollars+

                           

Paper & Forest Products

         —          —          794,040          794,040

Other Yankee Dollars+

         —          5,899,222          —          5,899,222

U.S. Treasury Obligations

         —          103,437,943          —          103,437,943

Purchased Options

         —          880,162          —          880,162

Purchased Swaptions

         —          5,160          —          5,160

 

34


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

Investment Securities:      Level 1      Level 2      Level 3      Total

Exchange Traded Fund

       $ 4,745,465        $ —        $ —        $ 4,745,465

Short-Term Securities Held as Collateral for Securities on Loan

         —          11,159,870          —          11,159,870

Affiliated Investment Company

         330,971,306          —          —          330,971,306

Unaffiliated Investment Company

         2,230,455          —          —          2,230,455
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 465,615,182        $ 239,470,632        $ 5,449,950        $ 710,535,764
      

 

 

        

 

 

        

 

 

        

 

 

 

Securities Sold Short

         (128,815 )          (658,602 )          —          (787,417 )

Other Financial Instruments:*

                           

Futures Contracts

         (352,728 )          —          —          (352,728 )

Contracts for Differences

         174,516          —          —          174,516

Written Options

         (14,165 )          (2,618,815 )          —          (2,632,980 )

Written Swaptions

         —          (104,357 )          —          (104,357 )

Forward Currency Contracts

         —          (21,660 )          —          (21,660 )

Centrally Cleared Credit Default Swaps

         —          (17,808 )          —          (17,808 )

Centrally Cleared Interest Rate Swaps

         —          373,174          —          373,174

Over-the-Counter Total Return Swaps

         —          159,512          —          159,512
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 465,293,990        $ 236,582,076        $ 5,449,950        $ 707,326,016
      

 

 

        

 

 

        

 

 

        

 

 

 

 

+

For detailed industry descriptions, see the accompanying Consolidated Schedule of Portfolio Investments.

 

#

Represents the interest in securities that were determined to have a value of zero at December 31, 2018.

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts, contracts for differences, 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 except futures contracts, contracts for differences and centrally cleared interest rate swaps which are presented at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 557,938,484        $ 600,522,183

For the year ended December 31, 2018, purchases and sales of long-term U.S. government securities were as follows:

 

        Purchases      Sales

AZL MVP BlackRock Global Strategy Plus Fund

       $ 342,903,719        $ 321,830,248

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, 2018 are identified below.

 

Security     

Acquisition

Date(a)

     Acquisition
Cost
     Shares or
Principal
Amount
     Fair
Value
     Percentage of
Net
Assets

Domo, Inc., Class B

         4/1/15        $ 1,218,215        $ 9,632        $ 189,076          0.03 %

Fieldwood Energy LLC

         3/13/18          81,305          3,485          132,430          0.02 %

Fieldwood Energy LLC

         4/25/18          247,017          941          35,758          0.00 %

Grand Rounds, Inc., Series C

         3/31/15          399,608          143,925          352,616          0.05 %

Inversiones Alsacia SA, 8.00%, 12/31/18

         12/22/14          420,057          517,099          5,171          0.00 %

Lookout, Inc.

         3/4/15          63,364          5,547          111          0.00 %

Lookout, Inc. Preferred Shares, Series F

         9/19/14          730,222          63,925          386,107          0.05 %

Palantir Technologies, Inc., Series I

         3/27/14          712,042          116,157          628,409          0.09 %

Quintis Pty, Ltd.

         10/25/18          316,328          386,370          206,782          0.03 %

Uber Technologies, Inc.

         3/21/14          1,063,120          68,532          3,081,884          0.41 %

 

(a)

Acquisition date represents the initial purchase date of the security.

 

35


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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.

Short Sale Risk: The Fund may engage in short sales, which are transactions in which the Fund sells securities borrowed from others with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender. The Fund may make short sales of securities, either as a hedge against potential declines in value of a portfolio security or to realize appreciation when a security that the Fund does not own declines in value. Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short. The Fund will realize a gain if the security declines in price between those dates. As a result, if the Fund makes short sales in securities that increase in value, it will likely underperform similar funds that do not make short sales in securities they do not own. There can be no assurance that the Fund will be able to close out a short sale position at any particular time or at an acceptable price. Although the Fund’s gain is limited to the amount at which it sold a security short, its potential loss is limited only by the maximum attainable price of the security, less the price at which the security was sold. The Fund may also pay transaction costs and borrowing fees in connection with short sales.

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 of securities, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $702,389,267. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 36,575,562  

Unrealized (depreciation)

    (32,951,653 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 3,623,909  
 

 

 

 

 

36


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2018

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

       

Ordinary

Income

    

Net

Long-Term
Capital Gains

    

Total

Distributions(a)

AZL MVP BlackRock Global Strategy Plus Fund

       $ 15,782,716        $ 101,649        $ 15,884,365

 

(a)

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

The tax character of dividends paid to shareholders during the year ended December 31, 2017 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP BlackRock Global Strategy Plus Fund

       $ 3,178,036        $ —        $ 3,178,036

 

(a)

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

At December 31, 2018, 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

       $ 19,848,933        $ 41,301,818        $ —        $ 3,425,896        $ 64,576,647

 

(a)

The difference between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on foreign currency gains or losses, wash sales, mark-to-market of passive foreign investment companies and straddles.

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, 2018, the Fund had an individual shareholder account which is affiliated with the Investment Adviser representing ownership in excess of 85% of the Fund. As of December 31, 2018, the Fund had a controlling interest (in excess of 50%) in the AZL MSCI Global Equity Index Fund, which is affiliated with the Investment

Adviser.

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.

 

37


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP BlackRock Global Strategy Plus Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP BlackRock Global Strategy Plus Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 27, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

38


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 24.18% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $4,177,181.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $101,649.

 

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 — October 23, 2018 (Unaudited)

Subject to the general supervision of the Board of Trustees (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

41


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address,
and Year of Birth
 

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 (1947)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.
Peggy L. Ettestad (1957)
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   34   Luther College
Tamara Lynn Fagely (1958)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds
(13 funds)
Richard H. Forde (1953)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.
Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund
Dickson W. Lewis (1948)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None
Arthur C. Reeds, III (1944)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address,
and Year of Birth
 

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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945) 
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 (1963) 
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 (1968)
5701 Golden Hills Drive
Minneapolis, MN 55416
   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

44


LOGO

 

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

These Funds are not FDIC Insured.

   ANNRPT1218 2/19


AZL® MVP DFA Multi-Strategy Fund

Annual Report

December 31, 2018

 

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 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, 2018?

For the year ended December 31, 2018, the AZL® MVP DFA Multi-Strategy Fund (the “Fund”) returned -6.22%. That compared to a -4.38%, 0.01% and a -2.26% 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 pursues broad diversification across three equity sub-portfolios and one fixed income sub-portfolio. The four 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. equities sustained a brief period of volatility during the first quarter, but still managed to post healthy gains for the first three quarters of the year. Markets gained on strong economic data coupled with positive earnings growth. However, volatility increased significantly in the fourth quarter as investors became concerned with continued Federal Reserve Board (the Fed) rate hikes, political and economic uncertainty, and contentious trade negotiations. The S&P 500 Index returned -4.38% for the year, while the S&P 400 Index2 returned -11.08% and the S&P 600 Index3 returned -8.48%. Growth stocks sharply outperformed value stocks during the year, although this trend reversed during the fourth quarter.

International developed market equities, as measured by the MSCI EAFE Index (net)4, returned -13.79% for the year, underperforming U.S. equities in general. However, international developed market equities generally outperformed their U.S. counterparts during the volatile fourth quarter.

The U.S. bond market ended the year flat, with the Bloomberg Barclays U.S. Aggregate Bond Index gaining just 0.01%, although this return masks a good deal of activity in fixed income markets during the 12-month period. Treasury yields rose during the first three quarters, then the yield curve flattened dramatically during the fourth quarter, leaving the intermediate part of the curve inverted. Investment grade corporate spreads widened sharply during the year, as investors became more risk averse, especially during the fourth quarter. The Fed hiked rates four times during the year.

The Fund, which invests in both U.S. and international markets, underperformed its composite benchmark in 2018. The Fund’s strategic allocation to international equities detracted, as international equities underperformed U.S. equities. The Fund further underperformed due to its strategic allocation to U.S. mid- and small-cap equities, which underperformed U.S. large-cap equities during 2018, as well as its bias toward value stocks, which generally underperformed growth stocks.*

Within the Fund’s fixed income holdings, the Fund’s shorter duration positioning contributed to returns relative to the Bloomberg Barclays U.S. Aggregate Bond Index, as longer-dated fixed income securities underperformed their shorter-dated counterparts. Compared to the Fund’s fixed income benchmark, the Fund benefited by holding currency-hedged exposure to non-US bonds.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP risk management process generally maintained a neutral equity allocation for most of the year relative to its target. However, as market volatility increased at the very end of the year, and after stocks had already declined significantly, the MVP risk management process reduced equity exposure. During the short period remaining in the year, this reduced equity exposure detracted from relative performance as stocks rallied in the final days of the period.*

 

 

Past performance does not guarantee future results.

 

*

The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2018.

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. indexes 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.

The indexes defined above are unmanaged. 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 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.

 

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. have been gradually increasing and are expected to continue on this path in the near future, 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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

                 Since  
     1     3     Inception  
     Year     Year     (4/27/15)  

AZL® MVP DFA Multi-Strategy Fund

     -6.22 %      4.80 %      2.45 % 

S&P 500 Index

     -4.38 %      9.26 %      7.01 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      1.32 % 

Moderate Composite Index

     -2.26 %      6.52 %      4.90 % 

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® MVP DFA Multi-Strategy Fund

     1.16 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. The Manager voluntarily reduced the management fee to 0.10% on all assets. The Manager and the Fund have entered into a written contract limiting operating expenses, excluding certain expenses (such as interest expense and acquired fund fees and expenses), to 0.15% through April 30, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense ratio would be 0.30%.

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 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 indexes 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
7/1/18
 

Ending

Account Value

12/31/18

  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP DFA Multi-Strategy Fund

    $ 1,000.00     $ 929.70     $ 0.73       0.15 %

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

 

     Beginning
Account Value
7/1/18
 

Ending

Account Value

12/31/18

  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP DFA Multi-Strategy Fund

    $ 1,000.00     $ 1,024.45     $ 0.77       0.15 %

 

*

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equity Funds

      43.4 %

Fixed Income Funds

      39.8

International Equity Funds

      11.9

Money Markets

      0.1
   

 

 

 

Total Investment Securities

      95.2

Net other assets (liabilities)

      4.8
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP DFA Multi-Strategy Fund

Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (95.1%):  
Domestic Equity Funds (43.4%):  
  2,599,573      AZL DFA U.S. Core Equity Fund    $ 29,427,162  
  798,811      AZL DFA U.S. Small Cap Fund      8,139,889  
     

 

 

 
        37,567,051  
     

 

 

 
Fixed Income Funds (39.8%):  
  3,438,436      AZL DFA Five-Year Global Fixed Income Fund      34,590,662  
     

 

 

 
International Equity Funds (11.9%):  
  1,115,771      AZL DFA International Core Equity Fund      10,265,090  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $82,195,222)

     82,422,803  
     

 

 

 
Shares            Fair Value  
Unaffiliated Investment Company (0.1%):  
Money Markets (0.1%):  
  123,391      Dreyfus Treasury Securities Cash Management Fund, Institutional Shares, 2.20%    $ 123,391  
     

 

 

 
 

Total Unaffiliated Investment Company (Cost $123,391)

     123,391  
     

 

 

 
 

Total Investment Securities (Cost $82,318,613) — 95.2%(a)

     82,546,194  
 

Net other assets (liabilities) — 4.8%

     4,054,389  
     

 

 

 
 

Net Assets — 100.0%

   $ 86,600,583  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

(a)

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

Futures Contracts

Cash of $4,122,519 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Short Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/15/19        32      $ (4,008,320 )     $ (127,227 ) 
           

 

 

 
            $ (127,227 ) 
           

 

 

 

Long Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/20/19        13      $ 1,586,203      $ 37,663  
           

 

 

 
            $ 37,663  
           

 

 

 

Total Net Futures Contracts

            $ (89,564 ) 
           

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP DFA Multi-Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in non-affiliates, at cost

    $ 123,391

Investments in affiliates, at cost

      82,195,222
   

 

 

 

Investments in non-affiliates, at value

    $ 123,391

Investments in affiliates, at value

      82,422,803

Segregated cash for collateral

      4,122,519

Interest and dividends receivable

      7,530

Receivable for capital shares issued

      7,732

Receivable for variation margin on futures contracts

      109

Prepaid expenses

      976
   

 

 

 

Total Assets

      86,685,060
   

 

 

 

Liabilities:

   

Payable for affiliated investments purchased

      61,750

Payable for capital shares redeemed

      3,879

Manager fees payable

      8,194

Administration fees payable

      5,820

Custodian fees payable

      295

Administrative and compliance services fees payable

      381

Transfer agent fees payable

      539

Trustee fees payable

      146

Other accrued liabilities

      3,473
   

 

 

 

Total Liabilities

      84,477
   

 

 

 

Net Assets

    $ 86,600,583
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 84,364,798

Total distributable earnings

      2,235,785
   

 

 

 

Net Assets

    $ 86,600,583
   

 

 

 

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

      8,131,555

Net Asset Value (offering and redemption price per share)

    $ 10.65
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 842,795

Interest

      74,198

Dividends from non-affiliates

      1,630
   

 

 

 

Total Investment Income

      918,623
   

 

 

 

Expenses:

   

Manager fees

      172,762

Administration fees

      53,759

Custodian fees

      2,734

Administrative and compliance services fees

      1,457

Transfer agent fees

      5,408

Trustee fees

      4,578

Professional fees

      3,938

Shareholder reports

      2,383

Other expenses

      831
   

 

 

 

Total expenses before reductions

      247,850

Less expenses voluntarily waived/reimbursed by the Manager

      (86,379 )

Less expense contractually waived/reimbursed by the Manager

      (32,488 )
   

 

 

 

Net expenses

      128,983
   

 

 

 

Net Investment Income/(Loss)

      789,640
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      424,311

Net realized gains distributions from affiliated underlying funds

      1,458,320

Net realized gains/(losses) on futures contracts

      (289,751 )

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (8,186,298 )

Change in net unrealized appreciation/depreciation on futures contracts

      (118,762 )
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (6,712,180 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (5,922,540 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP DFA Multi-Strategy Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 789,640     $ 628,282

Net realized gains/(losses) on investments

      1,592,880       1,251,994

Change in unrealized appreciation/depreciation on investments

      (8,305,060 )       5,892,528
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (5,922,540 )       7,772,804
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (1,931,934 )       (347,210 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (1,931,934 )       (347,210 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      25,192,387       26,450,692

Proceeds from dividends reinvested

      1,931,934       347,210

Value of shares redeemed

      (10,425,833 )       (9,792,574 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      16,698,488       17,005,328
   

 

 

     

 

 

 

Change in net assets

      8,844,014       24,430,922

Net Assets:(a)

       

Beginning of period

      77,756,569       53,325,647
   

 

 

     

 

 

 

End of period

    $ 86,600,583     $ 77,756,569
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      2,154,661       2,416,058

Dividends reinvested

      169,766       31,168

Shares redeemed

      (897,570 )       (891,700 )
   

 

 

     

 

 

 

Change in shares

      1,426,857       1,555,526
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
2018
  Year Ended
December 31,
2017
  Year Ended
December 31,
2016
  April 27, 2015
to December 31,
2015(a)

Net Asset Value, Beginning of Period

    $ 11.60     $ 10.36     $ 9.50     $ 10.00
   

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

               

Net Investment Income/(Loss)

      0.08       0.09       0.05       (0.01 )

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.79 )       1.21       0.81       (0.49 )
   

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.71 )       1.30       0.86       (0.50 )
   

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

               

Net Investment Income

      (0.08 )       (0.05 )       —       —

Net Realized Gains

      (0.16 )       (0.01 )       —       —
   

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.24 )       (0.06 )       —       —
   

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 10.65     $ 11.60     $ 10.36     $ 9.50
   

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(b)

      (6.22 )%       12.55 %       9.05 %       (5.00 )%(c)

Ratios to Average Net Assets/Supplemental Data:

               

Net Assets, End of Period (000’s)

    $ 86,601     $ 77,757     $ 53,326     $ 26,087

Net Investment Income/(Loss)(d)

      0.91 %       0.96 %       0.71 %       (0.14 )%

Expenses Before Reductions*(d)(e)

      0.29 %       0.30 %       0.36 %       0.52 %

Expenses Net of Reductions*(d)

      0.15 %       0.15 %       0.15 %       0.14 %

Portfolio Turnover Rate

      16 %       15 %       15 %       2 %(c)

 

*

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

 

(a)

Period from commencement of share class.

 

(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 for periods less than one year.

 

(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, 2018

 

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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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,

 

8


AZL MVP DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the year ended December 31, 2018, the Fund did not enter into any futures contracts. 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. For the year ended December 31, 2018, the monthly average notional amount for long contracts was $4.0 million and the monthly average notional amount for short contracts was $0.3 million. 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, 2018:

 

   

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

       
Equity Contracts   Receivable for variation margin on futures contracts   $ —     Payable for variation margin on futures contracts   $ 127,227  

Interest Rate Risk

       
Interest Rate Contracts   Receivable for variation margin on futures contracts     37,663     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

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

Equity Risk

 

  
Equity Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ (289,751 )     $ (164,690 ) 

Interest Rate Risk

       
Interest Rate Contracts   Net Realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts      —        45,928  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (277,996 )

From net realized gains

         (69,214 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (347,210 )

 

9


AZL MVP DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, 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, 2018, the contractual reimbursements subject to repayment by the Fund in subsequent years were as follows:

 

                Expires
12/31/2019
     Expires
12/31/2020
     Expires
12/31/2021
     Total

AZL MVP DFA Multi-Strategy Fund

              $ 31,356        $ 30,855        $ 32,488        $ 94,699

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 Statement of Operations.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
 

Proceeds

from Sales

 

Net
Realized

Gain(Loss)

  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
  Net Realized
Gains Distributions
from Affiliated
Underlying Funds

AZL DFA Emerging Markets Core Equity Fund

    $ 3,914,946     $ 1,567,198     $ (4,591,122 )     $ 30,349     $ (921,371 )     $ —       —     $ 113,806     $ —

AZL DFA Five-Year Global Fixed Income Fund

      29,516,665       9,328,237       (4,473,678 )       (80,323 )       299,761       34,590,662       3,438,436       202,078       —

AZL DFA International Core Equity Fund

      5,452,804       6,614,584       (178,438 )       13,311       (1,637,171 )       10,265,090       1,115,771       123,293       35,354

AZL DFA U.S. Core Equity Fund

      27,079,624       9,382,864       (3,323,974 )       405,666       (4,117,018 )       29,427,162       2,599,573       353,823       933,687

AZL DFA U.S. Small Cap Fund

      7,729,721       2,829,960       (664,601 )       55,308       (1,810,499 )       8,139,889       798,811       49,795       489,279
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 73,693,760     $ 29,722,843     $ (13,231,813 )     $ 424,311     $ (8,186,298 )     $ 82,422,803       7,952,591     $ 842,795     $ 1,458,320
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

FIS Investor Services LLC (“FIS”) 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.

 

10


AZL MVP DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

Allianz Life Financial Services, LLC (“ALFS”), an affiliate of the Manager, serves as distributor of the Fund. ALFS receives an annual 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, 2018, $771 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Affiliated Investment Company

       $ 82,422,803        $ —        $ —        $ 82,422,803

Unaffiliated Investment Company

         61,750          —          —          61,750
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         82,484,553          —          —          82,484,553
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         (89,564 )          —          —          (89,564 )
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 82,394,989        $ —        $ —        $ 82,394,989
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 29,722,843        $ 13,231,813

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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.

 

11


AZL MVP DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $82,582,126. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 1,209,346

Unrealized (depreciation)

    (1,245,278 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ (35,932 ) 
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP DFA Multi-Strategy Fund

       $ 817,569        $ 1,114,365        $ 1,931,934

 

(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, 2017 were as follows:

 

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

AZL MVP DFA Multi-Strategy Fund

       $ 307,441        $ 39,769        $ 347,210

 

(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, 2018, 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

       $ 874,736        $ 1,396,981        $ —        $ (35,932 )        $ 2,235,785

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 90% of the Fund.

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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP DFA Multi-Strategy fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP DFA Multi-Strategy fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 41.51% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $146,616.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $1,114,365.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address, and

Year of Birth

  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 (1947)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.

Peggy L. Ettestad (1957)

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   34   Luther College

Tamara Lynn Fagely (1958)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)

Richard H. Forde (1953)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.

Claire R. Leonardi (1955)

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   34   reSet Social Enterprise Investment Fund

Dickson W. Lewis (1948)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None

Arthur C. Reeds, III (1944)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address, and

Year of Birth

  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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)

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 (1963)

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 (1968)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1218 2/19


AZL® MVP Fidelity Institutional Asset Management

Multi-Strategy Fund

(formerly known as AZL® MVP Pyramis® Multi-Strategy Fund)

Annual Report

December 31, 2018

 

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 Fidelity Institutional Asset Management Multi-Strategy Fund Review (Unaudited)

(formerly known as AZL® MVP Pyramis® Multi-Strategy Fund)

 

Allianz Investment Management LLC serves as the Manager for the AZL® MVP Fidelity Institutional Asset Management Multi-Strategy Fund)

 

 

 

 

 

 

   

What factors affected the Fund’s performance for year ended December 31, 2018?

For the year ended December 31, 2018, the AZL® MVP Fidelity Institutional Asset Management Multi-Strategy Fund (the “Fund”) returned -2.14%. That compared to a -4.38%, 0.01% and a -1.39% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Income & Growth Composite Index1, respectively.

The Fund’s primary subadviser changed its name during the period from Pyramis to FIAM (Fidelity Institutional Asset Management). As a result, the Fund’s name was changed to the AZL® Fidelity Institutional Asset Management Multi-Strategy Fund

The Fund currently invests in one underlying fund, the AZL® Fidelity Institutional Asset Management 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 are managed by its sub-subadviser, Geode Capital Management, LLC, investing in primarily in large-cap common stocks. 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 volatility.*

Early in the period, U.S. stocks rallied amid the tailwinds of federal tax cuts and accelerating economic growth. However, economic growth slowed in the eurozone and other major markets, and investor confidence fell as the period wore on. Increasing global trade tensions and worries about global economic growth pushed stock markets sharply lower during the final quarter of the year. The S&P 500 Index of large-cap stocks declined 4.38%, marking the first annual loss in nine years. Mid- and small-cap stocks also fell into negative territory: The S&P 400 Index2 returned -11.08% and the S&P 600 Index3 returned -8.48%.

The U.S. bond market was marked by rising yields and the Federal Reserve Board’s (the Fed) tightening of monetary policy. The Fed raised short-term interest rates four times during the period, ending at a target range of 2.25% to 2.50%. Yields rose due to a combination of Fed moves and stronger economic growth, and higher yields pushed down bond prices. That muted bond returns during much of the period, and a flattening yield curve brought the gap between short- and long-term Treasury yields closer together. However, an uptick in stock market volatility late in the period drove investors toward relative safe investments such as Treasury bonds. That demand pushed yields lower and prices higher. Meanwhile, credit spreads on corporate bonds widened late in the period amid investors’ flight to safety. High-yield bonds were hurt by worries about rising corporate debt loads and lower oil prices.

The Fund underperformed its composite benchmark during the 12-month period under review. However, the Fund’s equity component outperformed the equity benchmark.

Stock selection was a leading contributor to relative results, particularly in the healthcare and industrials sectors. However, stock selection within the materials and information technology sectors dragged on relative returns.*

The Fund’s overweight position in the strong-performing healthcare sector and an underweight to an underperforming financials sector also contributed positively to relative returns. The Fund’s value-oriented investment style dragged on relative results, however, as value stocks underperformed their growth counterparts.*

In a market characterized by higher interest rates and wider spreads across most non-U.S. Treasury sectors, the Fund’s fixed income component underperformed its fixed income benchmark. The Fund’s exposure to high-yield bonds detracted from relative results, as did an overweight to investment-grade credits in the banking sector. An off-benchmark allocation to Treasury inflation-protected securities, or TIPS, also hurt relative returns as inflation expectations declined late in the period.*

The Fund held futures to equitize its cash positions during the period. The exposure to this form of derivatives did not materially affect the Fund’s performance.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP process generally maintained a neutral equity allocation for most of the year relative to its target. However, as market volatility increased at the end of the year, the MVP process led to a reduction in the Fund’s equity exposure. During this short period, the reduced equity exposure had little effect 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, 2018.

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. indexes 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.

The indexes defined above are unmanaged. Investors cannot invest directly in an index.

 

 

1


AZL® MVP Fidelity Institutional Asset Management 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® Fidelity Institutional Asset Management 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.

 

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.

 

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.

 

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. have been gradually increasing and are expected to continue on this path in the near future, which may increase the Fund’s exposure to risks related to rising rates.

 

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.

 

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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

     1
Year
    3
Year
    5
Year
    Since
Inception
(4/30/12)
 

AZL® MVP Fidelity Institutional Asset Management Multi-Strategy Fund

     -2.14 %      3.06 %      0.99 %      4.27 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      11.47 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.52 %      1.99 % 

Income & Growth Composite Index

     -1.39 %      5.07 %      5.02 %      5.85 % 

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 Fidelity Institutional Asset Management Multi-Strategy Fund

     0.80 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense 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 Income & 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 (40%) S&P 500 and (60%) Bloomberg Barclays U.S. Aggregate Bond Index. These indexes 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 FIAM Multi-Strategy Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP FIAM 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP FIAM Multi-Strategy Fund

    $ 1,000.00     $ 977.00     $ 0.70       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP FIAM Multi-Strategy Fund

    $ 1,000.00     $ 1,024.50     $ 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 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Balanced Funds

      95.4 %
   

 

 

 

Total Investment Securities

      95.4

Net other assets (liabilities)

      4.6
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP FIAM Multi-Strategy Fund

Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Affiliated Investment Company (95.4%):  
Balanced Funds (95.4%):  
  19,142,180      AZL Fidelity Institutional Asset Management Multi-Strategy Fund    $ 234,683,127  
     

 

 

 
 

Total Affiliated Investment Company (Cost $241,413,975)

     234,683,127  
     

 

 

 
 

Total Investment Securities (Cost $241,413,975) — 95.4%(a)

     234,683,127  
 

Net other assets (liabilities) — 4.6%

     11,253,273  
     

 

 

 
 

Net Assets — 100.0%

   $ 245,936,400  
     

 

 

 

    

 

Percentages indicated are based on net assets as of December 31, 2018.

 

(a)

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

Futures Contracts

Cash of $11,457,399 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Short Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/18/19        132      $ (16,534,320 )     $ (549,175 ) 
           

 

 

 
            $ (549,175 ) 
           

 

 

 

Long Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/21/19        57      $ 6,954,889      $ 165,137  
           

 

 

 
            $ 165,137  
           

 

 

 

Total Net Futures Contracts

            $ (384,038 ) 
           

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP FIAM Multi-Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in affiliates, at cost

    $ 241,413,975
   

 

 

 

Investments in affiliates, at value

    $ 234,683,127

Segregated cash for collateral

      11,457,399

Interest and dividends receivable

      21,258

Receivable for investments sold

      46,564
   

 

 

 

Total Assets

     
246,208,348

   

 

 

 

Liabilities:

   

Cash overdraft

      46,564

Payable for capital shares redeemed

      174,388

Payable for variation margin on futures contracts

     
552

Manager fees payable

      33,636

Administration fees payable

      4,546

Custodian fees payable

      329

Administrative and compliance services fees payable

      846

Transfer agent fees payable

      432

Trustee fees payable

      324

Other accrued liabilities

      10,331
   

 

 

 

Total Liabilities

     
271,948

   

 

 

 

Net Assets

    $ 245,936,400
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 258,256,350

Total distributable earnings/(losses)

      (12,319,950 )
   

 

 

 

Net Assets

    $ 245,936,400
   

 

 

 

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

      22,021,768

Net Asset Value (offering and redemption price per share)

    $ 11.17
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 5,722,833

Interest

      225,220

Dividends from non-affiliates

      191
   

 

 

 

Total Investment Income

      5,948,244
   

 

 

 

Expenses:

   

Manager fees

      263,446

Administration fees

      53,122

Custodian fees

      3,205

Administrative and compliance services fees

      4,325

Transfer agent fees

      5,362

Trustee fees

      13,521

Professional fees

      11,200

Shareholder reports

      8,003

Other expenses

      7,000
   

 

 

 

Total expenses

      369,184
   

 

 

 

Net Investment Income/(Loss)

      5,579,060
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on securities

      (713,055 )

Net realized gains distributions from affiliated underlying funds

      9,587,319

Net realized gains/(losses) on futures contracts

      (69,533 )

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (19,284,153 )

Change in net unrealized appreciation/depreciation on futures contracts

      (427,259 )
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (10,906,681 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (5,327,621 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP FIAM Multi-Strategy Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 5,579,060     $ (250,864 )

Net realized gains/(losses) on investments

      8,804,731       6,690,645

Change in unrealized appreciation/depreciation on investments

      (19,711,412 )       22,568,686
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (5,327,621 )       29,008,467
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (8,614,102 )       (3,716,488 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (8,614,102 )       (3,716,488 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      5,246,612       2,016,003

Proceeds from dividends reinvested

      8,614,102       3,716,488

Value of shares redeemed

      (28,825,642 )       (43,337,091 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      (14,964,928 )       (37,604,600 )
   

 

 

     

 

 

 

Change in net assets

      (28,906,651 )       (12,312,621 )

Net Assets:(a)

       

Beginning of period

      274,843,051       287,155,672
   

 

 

     

 

 

 

End of period

    $ 245,936,400     $ 274,843,051
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      448,193       175,168

Dividends reinvested

      749,704       325,722

Shares redeemed

      (2,447,578 )       (3,831,782 )
   

 

 

     

 

 

 

Change in shares

      (1,249,681 )       (3,330,892 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

See accompanying notes to the financial statements.

 

6


AZL MVP FIAM Multi-Strategy Fund

Financial Highlights

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

 

    Year Ended December 31,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 11.81     $ 10.79     $ 11.33     $ 12.49     $ 12.39
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.28       — (a)       0.15       0.43       0.12

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.52 )       1.17       (0.07 )       (1.20 )       0.17
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.24 )       1.17       0.08       (0.77 )       0.29
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.40 )       (0.15 )       (0.45 )       (0.18 )       (0.11 )

Net Realized Gains

      —       —       (0.17 )       (0.21 )       (0.08 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.40 )       (0.15 )       (0.62 )       (0.39 )       (0.19 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 11.17     $ 11.81     $ 10.79     $ 11.33     $ 12.49
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(b)

      (2.14 )%       10.93 %       0.82 %       (6.21 )%       2.33 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 245,936     $ 274,843     $ 287,156     $ 307,668     $ 297,191

Net Investment Income/(Loss)

      2.12 %       (0.09 )%       1.25 %       3.85 %       1.42 %

Expenses Before Reductions*(c)

      0.14 %       0.13 %       0.13 %       0.15 %       0.15 %

Expenses Net of Reductions*

      0.14 %       0.13 %       0.13 %       0.15 %       0.15 %

Portfolio Turnover Rate

      7 %       4 %       4 %       4 %       4 %

 

*

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 MVP FIAM Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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 FIAM Multi-Strategy Fund (formerly, AZL MVP Pyramis® 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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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 FIAM Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

Futures Contracts

During the year ended December 31, 2018, 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. For the year ended December 31, 2018, the monthly average notional amount for long contracts was $11.7 million and the monthly average notional amount for short contracts was $2.3 million. 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, 2018:

 

   

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

       
Equity Contracts   Receivable for variation margin on futures contracts   $ —     Payable for variation margin on futures contracts   $ 549,175  

Interest Rate Risk

       
Interest Rate Contracts   Receivable for variation margin on futures contracts     165,137     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

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

Equity Risk

       

Equity Contracts

  Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ (69,533 )     $ (637,323 ) 

Interest Rate Risk

       

Interest Rate Contracts

  Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts      —        210,064  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (3,716,488 )

From net realized gains

         —
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (3,716,488 )

 

9


AZL MVP FIAM Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP FIAM 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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain(Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
 

Net Realized

Gains Distributions
from Affiliated
Underlying Funds

AZL FIAM Multi-Strategy Fund

    $ 260,858,132     $ 18,527,756     $ (24,705,553 )     $ (713,055 )     $ (19,284,153 )     $ 234,683,127       19,142,180     $ 5,722,833     $ 9,587,319
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 260,858,132     $ 18,527,756     $ (24,705,553 )     $ (713,055 )     $ (19,284,153 )     $ 234,683,127       19,142,180     $ 5,722,833     $ 9,587,319
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $2,400 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 in total for both trusts.

 

10


AZL MVP FIAM Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Affiliated Investment Company

       $ 234,683,127        $ —        $ —        $ 234,683,127
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         234,683,127          —          —          234,683,127
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         (384,038 )          —          —          (384,038 )
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 234,299,089        $ —        $ —        $ 234,299,089
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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 FIAM Multi-Strategy Fund

       $ 18,527,756        $ 24,705,553

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $244,401,957. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ —

Unrealized (depreciation)

    (9,718,830 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ (9,718,830 ) 
 

 

 

 

 

11


AZL MVP FIAM Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

As of the end of its tax year ended December 31, 2018, 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.

During the year ended December 31, 2018, the Fund utilized $3,914,190 in CLCFs to offset capital gains.

CLCFs not subject to expiration:

 

        Short-Term
Amount
     Long-Term
Amount
     Total
Amount

AZL MVP FIAM Multi-Strategy Fund

       $ 5,880,163        $ 6,972,889        $ 12,853,052

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP FIAM Multi-Strategy Fund

       $ 8,614,102        $ —        $ 8,614,102

 

(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, 2017 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP FIAM Multi-Strategy Fund

       $ 3,716,488        $ —        $ 3,716,488

 

(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, 2018, 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 FIAM Multi-Strategy Fund

       $ 10,251,932        $ —        $ (12,853,052 )        $ (9,718,830 )        $ (12,319,950 )

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 85% of the Fund.

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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP FIAM Multi-Strategy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP FIAM Multi-Strategy Fund (formerly known as AZL MVP Pyramis Multi-Strategy Fund) (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 25.49% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

 

14


Other Information (Unaudited)

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

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available (i) without charge, upon request, by calling 800-624-0197; (ii) on the Allianz Variable Insurance Products 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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address, and

Year of Birth

  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 (1947)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.
Peggy L. Ettestad (1957)
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   34   Luther College
Tamara Lynn Fagely (1958)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)
Richard H. Forde (1953)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.
Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund
Dickson W. Lewis (1948)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None
Arthur C. Reeds, III (1944)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address, and

Year of Birth

  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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)

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 (1963)

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 (1968)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

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

These Funds are not FDIC Insured.

   ANNRPT1218 2/19


AZL MVP FusionSM Dynamic Balanced Fund

Annual Report

December 31, 2018

 

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)

 

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, 2018?

For the year ended December 31, 2018, the AZL MVP FusionSM Dynamic Balanced Fund (the “Fund”) returned -5.40%. That compared to a -4.38%, 0.01% and -1.81% 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 volatility.*

Despite volatility in the first quarter, U.S. equities experienced healthy gains in the first three quarters of the year because of strong economic data and positive earnings growth. However, volatility increased during the fourth quarter. U.S. large-cap equities, as measured by the S&P 500 Index, fell 4.38% for the year, due to investors’ concerns over continued U.S. Federal Reserve Board (the Fed) interest rate hikes, political and economic uncertainty and contentious global trade negotiations. Mid- and small-cap stocks also declined for the year: The S&P 400 Index2 returned -11.08% and the S&P 600 Index3 returned -8.48%, for the 12-month period. Growth stocks sharply outperformed value stocks in the first three quarters, but this trend reversed in the fourth quarter.

International developed market equities, as measured by the MSCI EAFE Index (net)4, underperformed U.S. equities returning -13.79% for the 12-month period. Emerging markets equities, as measured by the MSCI EM Index (net)5, generated a return of -14.58%. Both developed and emerging international equities underperformed U.S. equities during the first three quarters, though they outperformed U.S. equities during the volatile fourth quarter.

The U.S. bond market ended the year flat, with a return of 0.01% for the Bloomberg Barclays U.S. Aggregate Bond Index. The Fed raised interest rates four times during the 12-month period—once per quarter. Although treasury yields rose during the first three quarters, the yield curve flattened dramatically in the fourth quarter, leaving the intermediate portion of the curve inverted. Both investment-grade and high-yield corporate spreads widened sharply as investors became more risk averse—especially during the volatile fourth quarter.    

The Fund, which invests in both U.S. and international markets, underperformed its composite benchmark in 2018. Allocations to mid- and small-cap U.S. equity detracted from the Fund’s performance relative to the S&P 500. Likewise, the Fund’s exposure to U.S. value stocks weighed on relative performance during the year. Allocations to international developed and emerging markets equities also detracted from results, as U.S. stocks outperformed foreign equities during the period.*

Additionally, security selection within the Fund’s equity and fixed income holdings had a net negative impact on relative results.

The Fund’s off-benchmark allocation to shorter-term bonds contributed to relative returns during the year, given the rising interest rate environment and these bonds’ lower sensitivity to interest rate changes.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP risk management process generally maintained a neutral equity allocation for most of the year relative to its target. However, as market volatility increased at the very end of the year, and after stocks had already declined significantly, the MVP risk management process reduced equity exposure. During the short period remaining in the year, this reduced equity exposure detracted from relative performance as stocks rallied in the final days of the period.*

 

 

Past performance does not guarantee future results.

 

*

The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2018.

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. indexes 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.

5 

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

The indexes defined above are unmanaged. 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.

 

   

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. have been gradually increasing and are expected to continue on this path in the near future, 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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

     1
Year
    3
Year
    5
Year
    10
Year
 

AZL MVP FusionSM Dynamic Balanced Fund

     -5.40 %      3.82 %      2.93 %      7.18 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      13.12 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.52 %      3.48 % 

Balanced Composite Index

     -1.81 %      5.80 %      5.63 %      8.52 % 

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

     0.96 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense 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 indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Fusion Dynamic Balanced Fund

    $ 1,000.00     $ 952.40     $ 1.08       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Fusion Dynamic Balanced Fund

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

 

*

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income Funds

      49.3 %

Domestic Equity Funds

      28.4

International Equity Funds

      17.4
   

 

 

 

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, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (95.1%):       
Domestic Equity Funds (28.4%):       
  2,304,136      AZL DFA U.S. Core Equity Fund    $ 26,082,825  
  1,234,189      AZL DFA U.S. Small Cap Fund      12,576,387  
  1,501,353      AZL Gateway Fund      18,826,965  
  2,494,712      AZL Mid Cap Index Fund, Class 2      47,424,477  
  4,076,366      AZL Russell 1000 Growth Index Fund, Class 2      55,153,230  
  7,221,904      AZL Russell 1000 Value Index Fund, Class 2      81,029,766  
  1,688,737      AZL Small Cap Stock Index Fund, Class 2      20,551,930  
     

 

 

 
        261,645,580  
     

 

 

 
Fixed Income Funds (49.3%):       
  2,360,565      AZL Enhanced Bond Index Fund      24,998,381  
  9,658,354      AZL Fidelity Institutional Asset Management Total Bond Fund, Class 2      94,748,453  
  9,510,501      AZL MetWest Total Return Bond Fund      94,819,701  
  4,707,717      PIMCO VIT Income Portfolio      48,819,022  
Shares            Fair Value  
Affiliated Investment Companies, continued       
Fixed Income Funds, continued       
  9,400,528      PIMCO VIT Low Duration Portfolio    $ 94,757,327  
  9,061,871      PIMCO VIT Total Return Portfolio      94,968,410  
     

 

 

 
        453,111,294  
     

 

 

 
International Equity Funds (17.4%):       
  3,377,705      AZL DFA International Core Equity Fund      31,074,885  
  5,581,868      AZL International Index Fund, Class 2      79,541,619  
  6,999,128      AZL MSCI Emerging Markets Equity Index Fund, Class 2      48,923,903  
     

 

 

 
        159,540,407  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $897,722,311)

     874,297,281  
  

 

 

 
 

Total Investment Securities (Cost $897,722,311) — 95.1%(a)

     874,297,281  
 

Net other assets (liabilities) — 4.9%

     44,908,396  
  

 

 

 
 

Net Assets — 100.0%

   $ 919,205,677  
  

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

(a)

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

Futures Contracts

Cash of $45,617,740 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Long Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/15/19        172      $ 21,544,720      $ (702,084 ) 

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

     3/20/19        186        22,694,902        532,048  
           

 

 

 
            $ (170,036 ) 
           

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Dynamic Balanced Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in affiliates, at cost

    $ 897,722,311
   

 

 

 

Investments in affiliates, at value

    $ 874,297,281

Segregated cash for collateral

      45,617,740

Interest and dividends receivable

      731,101

Receivable for affiliated investments sold

      236,606

Prepaid expenses

      10,999
   

 

 

 

Total Assets

     
920,893,727

   

 

 

 

Liabilities:

   

Cash overdraft

      236,606

Payable for affiliated investments purchased

      651,627

Payable for capital shares redeemed

      603,385

Payable for variation margin on futures contracts

     
397

Manager fees payable

      158,664

Administration fees payable

      4,448

Custodian fees payable

      1,084

Administrative and compliance services fees payable

      3,085

Transfer agent fees payable

      470

Trustee fees payable

      1,181

Other accrued liabilities

      27,103
   

 

 

 

Total Liabilities

     
1,688,050

   

 

 

 

Net Assets

    $ 919,205,677
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 881,167,425

Total distributable earnings

      38,038,252
   

 

 

 

Net Assets

    $ 919,205,677
   

 

 

 

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

      88,048,259

Net Asset Value (offering and redemption price per share)

    $ 10.44
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 19,309,949

Interest

      874,928

Dividends from non-affiliates

      128
   

 

 

 

Total Investment Income

      20,185,005
   

 

 

 

Expenses:

   

Manager fees

      2,055,863

Administration fees

      58,154

Custodian fees

      8,788

Administrative and compliance services fees

      16,877

Transfer agent fees

      5,951

Trustee fees

      52,931

Professional fees

      43,023

Shareholder reports

      21,568

Other expenses

      10,222
   

 

 

 

Total expenses

      2,273,377
   

 

 

 

Net Investment Income/(Loss)

      17,911,628
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      24,051,601

Net realized gains distributions from affiliated underlying funds

      24,017,270

Net realized gains/(losses) on futures contracts

      (1,453,185 )

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (117,047,360 )

Change in net unrealized appreciation/depreciation on futures contracts

      (469,048 )
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (70,900,722 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (52,989,094 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP Fusion Dynamic Balanced Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 17,911,628     $ 11,085,118

Net realized gains/(losses) on investments

      46,615,686       61,823,722

Change in unrealized appreciation/depreciation on investments

      (117,516,408 )       54,090,371
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (52,989,094 )       126,999,211
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (72,295,259 )       (118,036,718 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (72,295,259 )       (118,036,718 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      4,808,540       8,943,045

Proceeds from dividends reinvested

      72,295,258       118,036,718

Value of shares redeemed

      (132,108,153 )       (138,571,442 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      (55,004,355 )       (11,591,679 )
   

 

 

     

 

 

 

Change in net assets

      (180,288,708 )       (2,629,186 )

Net Assets:(a)

       

Beginning of period

      1,099,494,385       1,102,123,571
   

 

 

     

 

 

 

End of period

    $ 919,205,677     $ 1,099,494,385
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      414,118       713,387

Dividends reinvested

      6,650,898       10,210,789

Shares redeemed

      (11,356,593 )       (11,323,719 )
   

 

 

     

 

 

 

Change in shares

      (4,291,577 )       (399,543 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 11.91     $ 11.88     $ 12.15     $ 13.03     $ 12.62
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.22       0.14       0.20       0.24       0.15

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.83 )       1.27       0.44       (0.42 )       0.44
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.61 )       1.41       0.64       (0.18 )       0.59
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.15 )       (0.22 )       (0.29 )       (0.17 )       (0.18 )

Net Realized Gains

      (0.71 )       (1.16 )       (0.62 )       (0.53 )       —
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.86 )       (1.38 )       (0.91 )       (0.70 )       (0.18 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 10.44     $ 11.91     $ 11.88     $ 12.15     $ 13.03
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

      (5.40 )%       12.23 %       5.40 %       (1.27 )%       4.59 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 919,206     $ 1,099,494     $ 1,102,124     $ 1,171,370     $ 1,280,573

Net Investment Income/(Loss)

      1.74 %       1.00 %       1.48 %       1.80 %       1.13 %

Expenses Before Reductions*(b)

      0.22 %       0.22 %       0.22 %       0.22 %       0.22 %

Expenses Net of Reductions*

      0.22 %       0.22 %       0.22 %       0.22 %       0.22 %

Portfolio Turnover Rate(c)

      15 %       17 %       52 %       11 %       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.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Fusion Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2018

 

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 (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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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, 2018

 

Futures Contracts

During the year ended December 31, 2018, 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 monthly average notional amount for these contracts was $50.8 million for the year ended December 31, 2018. 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, 2018:

 

   

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

       
Equity Contracts   Receivable for variation margin on futures contracts   $ —     Payable for variation margin on futures contracts   $ 702,084  

Interest Rate Risk

       
Interest Rate Contracts   Receivable for variation margin on futures contracts     532,048     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

Primary Risk Exposure  

Location of Gains/(Losses)

on Derivatives

Recognized

  

Realized Gains/(Losses)

on Derivatives
Recognized

     Change in Net Unrealized
Appreciation/Depreciation on
Derivatives Recognized
 

Equity Risk

     
Equity Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ (1,453,185 )     $ (1,149,437 ) 

Interest Rate Risk

     
Interest Rate Contracts  

Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts

     —        680,389  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (18,503,054 )

From net realized gains

         (99,533,664 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (118,036,718 )

 

9


AZL MVP Fusion Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, 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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
  Proceeds
from Sales
 

Net

Realized
Gain(Loss)

  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
  Net Realized
Gains Distributions
from Affiliated
Underlying Funds

AZL DFA International Core Equity Fund

    $ 39,248,531     $ 1,908,895     $ (2,722,019 )     $ 366,446     $ (7,726,968 )     $ 31,074,885       3,377,705     $ 655,290     $ 187,905

AZL DFA U.S. Core Equity Fund

      33,559,467       1,193,181       (5,592,223 )       1,396,012       (4,473,612 )       26,082,825       2,304,136       327,901       865,281

AZL DFA U.S. Small Cap Fund

      17,104,974       870,160       (2,810,691 )       600,217       (3,188,273 )       12,576,387       1,234,189       80,376       789,784

AZL Enhanced Bond Index Fund

      27,573,381       560,233       (2,369,297 )       (108,337 )       (657,599 )       24,998,381       2,360,565       560,233       —

AZL FIAM Total Bond Fund

      110,713,901       2,918,116       (14,493,658 )       (337,826 )       (4,052,080 )       94,748,453       9,658,354       2,918,116       —

AZL Gateway Fund

      33,620,784       256,761       (14,005,916 )       2,331,659       (3,376,323 )       18,826,965       1,501,353       256,761       —

AZL International Index Fund, Class 2

      124,645,530       4,122,712       (31,872,642 )       2,685,580       (20,039,561 )       79,541,619       5,581,868       2,622,106       1,279,732

AZL MetWest Total Return Bond Fund

      110,373,633       2,068,217       (15,078,457 )       (278,239 )       (2,265,453 )       94,819,701       9,510,501       2,068,216       —

AZL Mid Cap Index Fund, Class 2

      33,557,418       32,150,023       (6,695,978 )       1,183,346       (12,770,332 )       47,424,477       2,494,712       494,234       4,079,590

AZL MSCI Emerging Markets Equity Fund, Class 2

      53,193,311       15,017,173       (10,122,977 )       1,783,105       (10,946,709 )       48,923,903       6,999,128       721,875       1,466,654

AZL Russell 1000 Growth Index Fund

      91,065,279       18,551,336       (51,595,983 )       11,956,767       (14,824,169 )       55,153,230       4,076,366       548,943       4,858,293

AZL Russell 1000 Value Index Fund

      91,073,802       40,766,178       (34,380,777 )       2,943,865       (19,373,302 )       81,029,766       7,221,904       1,751,535       6,764,943

AZL Small Cap Stock Index Fund, Class 2

      11,360,051       17,519,582       (2,406,488 )       545,250       (6,466,465 )       20,551,930       1,688,737       212,311       2,217,338

PIMCO VIT Income Portfolio

      48,497,065       2,807,559       (775,002 )       (16,979 )       (1,693,621 )       48,819,022       4,707,717       1,507,011       344,934

PIMCO VIT Low Duration Portfolio

      109,839,812       1,964,420       (15,380,143 )       (930,585 )       (736,177 )       94,757,327       9,400,528       1,964,420       —

PIMCO VIT Total Return Portfolio

      110,066,916       3,783,438       (14,356,548 )       (68,680 )       (4,456,716 )       94,968,410       9,061,871       2,620,621       1,162,816
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 1,045,493,855     $ 146,457,984     $ (224,658,799 )     $ 24,051,601     $ (117,047,360 )     $ 874,297,281       81,179,634     $ 19,309,949     $ 24,017,270
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

 

10


AZL MVP Fusion Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2018

 

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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $9,435 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Affiliated Investment Company

       $ 874,297,281        $ —        $ —        $ 874,297,281
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         874,297,281          —          —          874,297,281
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         (170,036 )          —          —          (170,036 )
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 874,127,245        $ —        $ —        $ 874,127,245
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 146,457,982        $ 224,658,799

 

11


AZL MVP Fusion Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2018

 

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $901,058,691. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 3,676,470  

Unrealized (depreciation)

    (30,437,880 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ (26,761,410 ) 
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Fusion Dynamic Balanced Fund

       $ 21,121,964        $ 51,173,295        $ 72,295,259

 

(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, 2017 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Fusion Dynamic Balanced Fund

       $ 18,503,054        $ 99,533,664        $ 118,036,718

 

(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, 2018, 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

       $ 23,671,642        $ 41,128,020        $ —        $ (26,761,410 )        $ 38,038,252

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 90% of the Fund.

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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP Fusion Dynamic Balanced Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP Fusion Dynamic Balanced Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 8.61% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $8,592,225.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $51,173,294.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address, and

Year of Birth

 

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 (1947)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.
Peggy L. Ettestad (1957)
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   34   Luther College
Tamara Lynn Fagely (1958)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)
Richard H. Forde (1953)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.
Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund
Dickson W. Lewis (1948)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None
Arthur C. Reeds, III (1944)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address, and

Year of Birth

 

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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)
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 (1963)
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 (1968)
5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1218 2/19


AZL MVP FusionSM Dynamic Conservative Fund

Annual Report

December 31, 2018

 

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)

 

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, 2018?

For the year ended December 31, 2018, the AZL MVP FusionSM Dynamic Conservative Fund (the “Fund”) returned -3.75%. That compared to a -4.38%, 0.01% and a -1.19% 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 volatility.*

Despite volatility in the first quarter, U.S. equities had healthy gains for the first three quarters of the year. Markets rose on strong economic data coupled with positive earnings growth. However, volatility increased significantly in the fourth quarter amid investor concerns over continued U.S. Federal Reserve Board (the Fed) rate hikes, political and economic uncertainty, and contentious trade negotiations. Large-cap stocks outperformed small-cap stocks in 2018. The S&P 500 Index returned -4.38% for the year, while the S&P 400 Index2 returned -11.08% and the S&P 6003 Index returned -8.48%. Growth stocks sharply outperformed value stocks during the year, although this trend reversed during the fourth quarter.

International developed market equities, as measured by the MSCI EAFE Index (net)4, underperformed U.S. equities, returning -13.79% for the year. Emerging markets equities, as measured by the MSCI EM Index (net)5, returned -14.58%. Both developed and emerging international equities underperformed U.S. equities during the first three quarters of the year, but generally held up better than U.S. equities during the volatile fourth quarter.

The U.S. bond market ended the year flat, with a return of 0.01% for the Bloomberg Barclays U.S. Aggregate Bond Index. The Fed raised interest rates four times during the period—once per quarter. Although Treasury yields rose during the first three quarters, the yield curve flattened dramatically in the fourth quarter, leaving the intermediate portion of the curve inverted. Both investment-grade and high-yield corporate spreads widened sharply as investors became more risk averse, especially during the fourth quarter.

The Fund, which invests in both U.S. and international markets, underperformed its composite benchmark in 2018. Allocations to mid- and small-cap U.S. equities detracted from the Fund’s performance relative to the S&P 500. Likewise, the Fund’s exposure to U.S. value stocks weighed on relative performance during the year. Allocations to international developed and emerging markets equities also detracted from results as U.S. stocks outperformed foreign equities during the period.*

In addition, security selection within the Fund’s holdings had a net negative impact on relative results. The security selection effect was negative across both the Fund’s equity and fixed income holdings.*

The Fund’s off-benchmark allocation to shorter-term bonds contributed to relative returns during the year given the rising interest rate environment and these bonds’ lower sensitivity to interest rate changes.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP risk management process largely maintained a neutral equity allocation for most of the year relative to its target, which resulted in a fairly muted impact on relative performance during the period.*

 

 

Past performance does not guarantee future results.

 

*

The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2018.

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. indexes 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.

5 

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

The indexes defined above are unmanaged. 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.

 

   

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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

                       Since  
     1     3     5     Inception  
     Year     Year     Year     (10/23/09)  

AZL MVP FusionSM Dynamic Conservative Fund

     -3.75 %      3.48 %      2.88 %      5.06 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      11.92 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.52 %      3.17 % 

Conservative Composite Index

     -1.19 %      4.70 %      4.72 %      6.41 % 

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

 

Expense Ratio    Gross  
AZL MVP FusionSM Dynamic Conservative Fund      0.96 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense ratio would be 0.23%.

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

The Fund’s performance is measured against 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 indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Fusion Dynamic Conservative Fund

    $ 1,000.00     $ 969.60     $ 1.19       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Fusion Dynamic Conservative Fund

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

 

*

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income Funds

      63.2 %

Domestic Equity Funds

      21.1

International Equity Funds

      10.8
   

 

 

 

Total Investment Securities

      95.1

Net other assets (liabilities)

      4.9
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Fusion Dynamic Conservative Fund

Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (95.1%):  
Domestic Equity Funds (20.9%):       
  283,188      AZL DFA U.S. Core Equity Fund    $ 3,205,689  
  203,183      AZL DFA U.S. Small Cap Fund      2,070,432  
  280,157      AZL Gateway Fund      3,513,164  
  456,655      AZL Mid Cap Index Fund, Class 2      8,681,007  
  843,403      AZL Russell 1000 Growth Index Fund, Class 2      11,411,247  
  1,439,131      AZL Russell 1000 Value Index Fund, Class 2      16,147,050  
  345,192      AZL Small Cap Stock Index Fund, Class 2      4,200,982  
     

 

 

 
        49,229,571  
     

 

 

 
Fixed Income Funds (63.5%):       
  1,108,193      AZL Enhanced Bond Index Fund      11,735,762  
  3,182,160      AZL Fidelity Institutional Asset Management Total Bond Fund, Class 2      31,216,994  
  3,140,353      AZL MetWest Total Return Bond Fund      31,309,316  
  1,417,579      PIMCO VIT Income Portfolio      14,700,292  
Shares            Fair Value  
Affiliated Investment Companies, continued  
Fixed Income Funds, continued       
  2,871,302      PIMCO VIT Low Duration Portfolio    $ 28,942,719  
  2,991,948      PIMCO VIT Total Return Portfolio      31,355,612  
     

 

 

 
        149,260,695  
     

 

 

 
International Equity Funds (10.7%):       
  603,077      AZL DFA International Core Equity Fund      5,548,312  
  883,467      AZL International Index Fund, Class 2      12,589,403  
  1,000,678      AZL MSCI Emerging Markets Equity Index Fund, Class 2      6,994,738  
     

 

 

 
        25,132,453  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $230,613,473)

     223,622,719  
     

 

 

 
 

Total Investment Securities (Cost $230,613,473) — 95.1%(a)

     223,622,719  
 

Net other assets (liabilities) — 4.9%

     11,506,595  
     

 

 

 
 

Net Assets — 100.0%

   $ 235,129,314  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

(a)

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

Futures Contracts

Cash of $11,775,647 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Long Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/15/19        32      $ 4,008,320      $ (209,423 ) 

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

     3/20/19        62        7,564,967        177,349  
           

 

 

 
            $ (32,074 ) 
           

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Dynamic Conservative Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in affiliates, at cost

    $ 230,613,473
   

 

 

 

Investments in affiliates, at value

    $ 223,622,719

Segregated cash for collateral

      11,775,647

Interest and dividends receivable

      223,539

Receivable for capital shares issued

      120,364

Receivable for affiliated investments sold

      51,404

Prepaid expenses

      3,009
   

 

 

 

Total Assets

      235,796,682
   

 

 

 

Liabilities:

   

Cash overdraft

      51,404

Payable for affiliated investments purchased

      203,221

Payable for capital shares redeemed

      360,433

Manager fees payable

      40,203

Administration fees payable

      3,996

Custodian fees payable

      509

Administrative and compliance services fees payable

      710

Transfer agent fees payable

      379

Trustee fees payable

      272

Other accrued liabilities

      6,241
   

 

 

 

Total Liabilities

      667,368
   

 

 

 

Net Assets

    $ 235,129,314
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 230,243,220

Total distributable earnings

      4,886,094
   

 

 

 

Net Assets

    $ 235,129,314
   

 

 

 

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

      21,064,874

Net Asset Value (offering and redemption price per share)

    $ 11.16
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 5,085,512

Interest

      219,795

Dividends from non-affiliates

      903
   

 

 

 

Total Investment Income

      5,306,210
   

 

 

 

Expenses:

   

Manager fees

      512,127

Administration fees

      52,362

Custodian fees

      5,141

Administrative and compliance services fees

      4,144

Transfer agent fees

      5,286

Trustee fees

      12,995

Professional fees

      10,661

Shareholder reports

      5,522

Other expenses

      2,074
   

 

 

 

Total expenses

      610,312
   

 

 

 

Net Investment Income/(Loss)

      4,695,898
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      4,370,787

Net realized gains distributions from affiliated underlying funds

      4,643,482

Net realized gains/(losses) on futures contracts

      (255,760 )

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (22,666,116 )

Change in net unrealized appreciation/depreciation on futures contracts

      (60,287 )
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (13,967,894 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (9,271,996 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP Fusion Dynamic Conservative Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 4,695,898     $ 3,125,506

Net realized gains/(losses) on investments

      8,758,509       9,880,206

Change in unrealized appreciation/depreciation on investments

      (22,726,403 )       11,531,737
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (9,271,996 )       24,537,449
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (12,826,949 )       (16,173,947 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (12,826,949 )       (16,173,947 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      18,300,210       11,558,632

Proceeds from dividends reinvested

      12,826,949       16,173,947

Value of shares redeemed

      (42,470,441 )       (45,413,236 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      (11,343,282 )       (17,680,657 )
   

 

 

     

 

 

 

Change in net assets

      (33,442,227 )       (9,317,155 )

Net Assets:(a)

       

Beginning of period

      268,571,541       277,888,696
   

 

 

     

 

 

 

End of period

    $ 235,129,314     $ 268,571,541
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      1,523,988       937,909

Dividends reinvested

      1,122,218       1,348,953

Shares redeemed

      (3,537,200 )       (3,701,038 )
   

 

 

     

 

 

 

Change in shares

      (890,994 )       (1,414,176 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 12.23     $ 11.89     $ 11.93     $ 12.63     $ 12.53
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.23       0.16       0.19       0.25       0.16

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.67 )       0.93       0.44       (0.35 )       0.44
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.44 )       1.09       0.63       (0.10 )       0.60
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.17 )       (0.23 )       (0.28 )       (0.17 )       (0.19 )

Net Realized Gains

      (0.46 )       (0.52 )       (0.39 )       (0.43 )       (0.31 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.63 )       (0.75 )       (0.67 )       (0.60 )       (0.50 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 11.16     $ 12.23     $ 11.89     $ 11.93     $ 12.63
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

      (3.75 )%       9.31 %       5.32 %       (0.77 )%       4.81 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 235,129     $ 268,572     $ 277,889     $ 268,335     $ 271,443

Net Investment Income/(Loss)

      1.83 %       1.14 %       1.63 %       2.09 %       1.25 %

Expenses Before Reductions*(b)

      0.24 %       0.23 %       0.24 %       0.24 %       0.24 %

Expenses Net of Reductions*

      0.24 %       0.23 %       0.24 %       0.24 %       0.24 %

Portfolio Turnover Rate

      16 %       18 %       62 %       16 %       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.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Fusion Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2018

 

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 (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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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,

 

8


AZL MVP Fusion Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2018

 

money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the year ended December 31, 2018, 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 monthly average notional amount for these contracts was $12.6 million for the year ended December 31, 2018. 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, 2018:

 

   

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

       
Equity Contracts   Receivable for variation margin on futures contracts   $ —     Payable for variation margin on futures contracts   $ 209,423  

Interest Rate Risk

       
Interest Rate Contracts   Receivable for variation margin on futures contracts     177,349     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

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

Equity Risk

       
Equity Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ (255,760 )     $ (284,349 ) 

Interest Rate Risk

       
Interest Rate Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts      —        224,062  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (4,942,273 )

From net realized gains

         (11,231,674 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (16,173,947 )

 

9


AZL MVP Fusion Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, 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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain(Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
  Net Realized
Gains Distributions
from Affiliated
Underlying Funds

AZL DFA International Core Equity Fund

    $ 6,998,217     $ 746,092     $ (895,537 )     $ 184,587     $ (1,485,047 )     $ 5,548,312       603,077     $ 116,970     $ 33,540

AZL DFA U.S. Core Equity Fund

      4,306,633       153,949       (883,978 )       209,446       (580,361 )       3,205,689       283,188       40,300       106,347

AZL DFA U.S. Small Cap Fund

      2,803,677       189,663       (495,622 )       113,986       (541,272 )       2,070,432       203,183       13,234       130,021

AZL Enhanced Bond Index Fund

      12,949,335       373,013       (1,233,420 )       (49,218 )       (303,948 )       11,735,762       1,108,193       260,315       —

AZL FIAM Total Bond Fund

      31,390,779       4,997,143       (3,824,608 )       (51,048 )       (1,295,272 )       31,216,994       3,182,160       939,258       —

AZL Gateway Fund

      6,907,550       78,597       (3,291,352 )       582,201       (763,832 )       3,513,164       280,157       46,956       —

AZL International Index Fund, Class 2

      20,859,328       2,171,080       (7,791,300 )       806,014       (3,455,719 )       12,589,403       883,467       405,843       198,074

AZL MetWest Total Return Bond Fund

      35,206,826       1,543,581       (4,642,884 )       (134,803 )       (663,404 )       31,309,316       3,140,353       665,089       —

AZL Mid Cap Index Fund, Class 2

      7,018,616       5,090,221       (1,436,828 )       254,882       (2,245,884 )       8,681,007       456,655       89,910       742,154

AZL MSCI Emerging Markets Equity Fund, Class 2

      7,000,327       2,259,020       (889,598 )       159,233       (1,534,244 )       6,994,738       1,000,678       111,698       226,940

AZL Russell 1000 Growth Index Fund

      17,333,662       3,631,175       (8,822,292 )       2,012,788       (2,744,086 )       11,411,247       843,403       111,486       986,680

AZL Russell 1000 Value Index Fund

      17,379,950       8,559,812       (6,656,117 )       414,808       (3,551,403 )       16,147,050       1,439,131       334,220       1,290,858

AZL Small Cap Stock Index Fund, Class 2

      2,783,265       3,255,422       (695,474 )       155,826       (1,298,057 )       4,200,982       345,192       42,750       446,474

PIMCO VIT Income Portfolio

      17,152,980       699,520       (2,605,022 )       94,613       (641,799 )       14,700,292       1,417,579       477,516       104,068

PIMCO VIT Low Duration Portfolio

      29,371,462       3,347,419       (3,293,597 )       (189,128 )       (293,437 )       28,942,719       2,871,302       581,360       —

PIMCO VIT Total Return Portfolio

      35,982,856       1,990,073       (5,155,566 )       (193,400 )       (1,268,351 )       31,355,612       2,991,948       848,607       378,326
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 255,445,463     $ 39,085,780     $ (52,613,195 )     $ 4,370,787     $ (22,666,116 )     $ 223,622,719       21,049,666     $ 5,085,512     $ 4,643,482
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

FIS Investor Services LLC (“FIS”) 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.

 

10


AZL MVP Fusion Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2018

 

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. ALFS receives an annual 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, 2018, $2,342 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Affiliated Investment Company

       $ 223,622,719        $ —        $ —        $ 223,622,719
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         223,622,719          —          —          223,622,719
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         (32,074 )          —          —          (32,074 )
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 223,590,645        $ —        $ —        $ 223,590,645
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 39,085,780        $ 52,613,195

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

 

11


AZL MVP Fusion Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2018

 

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $232,402,787. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ —  

Unrealized (depreciation)

    (8,780,068 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ (8,780,068 ) 
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Fusion Dynamic Conservative Fund

       $ 5,442,607        $ 7,384,342        $ 12,826,949

 

(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, 2017 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

    

Total

Distributions(a)

AZL MVP Fusion Dynamic Conservative Fund

       $ 5,491,981        $ 10,681,966        $ 16,173,947

 

(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, 2018, 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

       $ 5,970,156        $ 7,696,006        $ —        $ (8,780,068 )        $ 4,886,094

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 90% of the Fund.

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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP Fusion Dynamic Conservative Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP Fusion Dynamic Conservative Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 5.91% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $2,018,122.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $7,384,342.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address, and

Year of Birth

  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 (1947)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.

Peggy L. Ettestad (1957)
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   34   Luther College

Tamara Lynn Fagely (1958)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds
(13 funds)

Richard H. Forde (1953)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.

Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund

Dickson W. Lewis (1948)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None

Arthur C. Reeds, III (1944)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address, and

Year of Birth

  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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)
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 (1963)
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 (1968)
5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1218 2/19


AZL MVP FusionSM Dynamic Moderate Fund

Annual Report

December 31, 2018

 

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)

 

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, 2018?

For the year ended December 31, 2018, the AZL MVP FusionSM Dynamic Moderate Fund (the “Fund”) returned -6.46%. That compared to a -4.38%, 0.01% and a -2.26% 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 volatility.*

Despite volatility during the first quarter, U.S. equities had healthy gains for the first three quarters of the year due to strong economic data coupled with positive earnings growth. However, volatility increased significantly in the fourth quarter amid investor concerns over continued U.S. Federal Reserve Board (the Fed) rate hikes, political and economic uncertainty, and contentious trade negotiations. Large-cap stocks outperformed small-cap stocks in 2018. The S&P 500 Index returned -4.38% for the year, while the S&P 400 Index2 returned -11.08% and the S&P 600 Index3 returned -8.48%. Growth stocks sharply outperformed value stocks during the year, although this trend reversed during the fourth quarter.

International developed market equities, as measured by the MSCI EAFE Index (net)4, underperformed U.S. equities, returning -13.79% for the year. Emerging markets equities, as measured by the MSCI EM Index (net)5, also underperformed, returning -14.58%. Both developed and emerging markets international equities underperformed U.S. equities during the first three quarters of the year, but generally held up better than U.S. equities during the volatile fourth quarter.

The U.S. bond market ended the year flat, with a return of 0.01% for the Bloomberg Barclays U.S. Aggregate Bond Index. The Fed raised interest rates four times during the period—once per quarter. Although Treasury yields rose during the first three quarters, the yield curve flattened dramatically in the fourth quarter, leaving the intermediate portion of the curve inverted. Both investment-grade and high-yield corporate spreads widened sharply as investors became more risk averse, especially during the fourth quarter.

The Fund, which invests in both U.S. and international markets, underperformed its composite benchmark in 2018. Allocations to mid- and small-cap U.S. equities detracted from the Fund’s performance relative to the S&P 500. Likewise, the Fund’s exposure to U.S. value stocks weighed on relative performance during the year. Allocations to international and emerging markets equities also detracted from results as U.S. stocks outperformed foreign equities during the period.*

Additionally, security selection within the Fund’s holdings had a net negative impact on relative results across both the Fund’s equity and fixed income holdings.*

The Fund’s off-benchmark allocation to shorter-term bonds contributed to relative returns during the year, as these bonds are less sensitive to interest rate changes in a rising interest rate environment.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP risk management process generally maintained a neutral equity allocation for most of the year relative to its target. However, as market volatility increased at the end of the year, the MVP risk management process reduced equity exposure. However, as market volatility increased at the end of the year, the MVP risk management process reduced equity exposure. This reduced equity exposure at the end of December slightly detracted from relative performance as stocks rallied to finish out 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, 2018.

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. indexes 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.

5 

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

The indexes defined above are unmanaged. 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.

 

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. have been gradually increasing and are expected to continue on this path in the near future, 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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

     1
Year
    3
Year
    5
Year
    10
Year
 

AZL MVP FusionSM Dynamic Moderate Fund

     -6.46 %      3.60 %      2.64 %      7.57 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      13.12 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.52 %      3.48 % 

Moderate Composite Index

     -2.26 %      6.52 %      6.22 %      9.48 % 

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

     0.98 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense 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 indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Fusion Dynamic Moderate Fund

    $ 1,000.00     $ 940.10     $ 1.08       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Fusion Dynamic Moderate Fund

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

 

*

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income Funds

      39.5 %

Domestic Equity Funds

      34.1

International Equity Funds

      21.5
   

 

 

 

Total Investment Securities

      95.1

Net other assets (liabilities)

      4.9
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Fusion Dynamic Moderate Fund

Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (95.1%):       
Domestic Equity Funds (34.1%):       
  4,184,373      AZL DFA U.S. Core Equity Fund    $ 47,367,099  
  3,554,145      AZL DFA U.S. Small Cap Fund      36,216,741  
  3,997,239      AZL Gateway Fund      50,125,373  
  6,817,288      AZL Mid Cap Index Fund, Class 2      129,596,650  
  10,505,772      AZL Russell 1000 Growth Index Fund, Class 2      142,143,098  
  18,472,652      AZL Russell 1000 Value Index Fund, Class 2      207,263,151  
  4,391,327      AZL Small Cap Stock Index Fund, Class 2      53,442,444  
     

 

 

 
        666,154,556  
     

 

 

 
Fixed Income Funds (39.5%):       
  2,487,274      AZL Enhanced Bond Index Fund      26,340,228  
  16,999,732      AZL Fidelity Institutional Asset Management Total Bond Fund, Class 2      166,767,373  
  16,726,074      AZL MetWest Total Return Bond Fund      166,758,959  
  8,013,546      PIMCO VIT Income Portfolio      83,100,476  
Shares            Fair Value  
Affiliated Investment Companies, continued       
Fixed Income Funds, continued       
  16,069,361      PIMCO VIT Low Duration Portfolio    $ 161,979,164  
  15,951,520      PIMCO VIT Total Return Portfolio      167,171,929  
     

 

 

 
        772,118,129  
     

 

 

 
International Equity Funds (21.5%):       
  10,330,760      AZL DFA International Core Equity Fund      95,042,994  
  13,322,889      AZL International Index Fund, Class 2      189,851,166  
  19,319,267      AZL MSCI Emerging Markets Equity Index Fund, Class 2      135,041,675  
     

 

 

 
        419,935,835  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $1,911,328,770)

     1,858,208,520  
  

 

 

 
 

Total Investment Securities (Cost $1,911,328,770) — 95.1%(a)

     1,858,208,520  
 

Net other assets (liabilities) — 4.9%

     95,521,952  
  

 

 

 
 

Net Assets — 100.0%

   $ 1,953,730,472  
  

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

(a)

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

Futures Contracts

Cash of $96,246,113 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Long Futures

 

Description    Expiration
Date
   Number of
Contracts
   Notional
Amount
  

Value and

Unrealized
Appreciation/
(Depreciation)

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

       3/15/19        359      $ 44,968,340      $ (1,150,599 )

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

       3/20/19        315        38,434,914        894,514
                   

 

 

 
                    $ (256,085 )
                   

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Dynamic Moderate Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in affiliates, at cost

    $ 1,911,328,770
   

 

 

 

Investments in affiliates, at value

    $ 1,858,208,520

Segregated cash for collateral

      96,246,113

Interest and dividends receivable

      1,296,927

Receivable for affiliated investments sold

      320,622

Receivable for variation margin on futures contracts

     
269

Prepaid expenses

      21,785
   

 

 

 

Total Assets

     
1,956,094,236

   

 

 

 

Liabilities:

   

Cash overdraft

      320,622

Payable for affiliated investments purchased

      1,127,986

Payable for capital shares redeemed

      513,040

Manager fees payable

      338,005

Administration fees payable

      4,269

Custodian fees payable

      2,113

Administrative and compliance services fees payable

      6,277

Transfer agent fees payable

      522

Trustee fees payable

      2,404

Other accrued liabilities

      48,526
   

 

 

 

Total Liabilities

     
2,363,764

   

 

 

 

Net Assets

    $ 1,953,730,472
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 1,860,584,053

Total distributable earnings

      93,146,419
   

 

 

 

Net Assets

    $ 1,953,730,472
   

 

 

 

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

      189,499,758

Net Asset Value (offering and redemption price per share)

    $ 10.31
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 39,808,259

Interest

      1,860,301

Dividends from non-affiliates

      268
   

 

 

 

Total Investment Income

      41,668,828
   

 

 

 

Expenses:

   

Manager fees

      4,441,598

Administration fees

      64,613

Custodian fees

      17,050

Administrative and compliance services fees

      35,679

Transfer agent fees

      6,724

Trustee fees

      111,958

Professional fees

      90,596

Shareholder reports

      36,296

Other expenses

      23,189
   

 

 

 

Total expenses

      4,827,703
   

 

 

 

Net Investment Income/(Loss)

      36,841,125
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      57,023,641

Net realized gains distributions from affiliated underlying funds

      61,149,429

Net realized gains/(losses) on futures contracts

      (4,016,279 )

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (286,503,870 )

Change in net unrealized appreciation/depreciation on futures contracts

      (1,083,208 )
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (173,430,287 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (136,589,162 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP Fusion Dynamic Moderate Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 36,841,125     $ 21,228,686

Net realized gains/(losses) on investments

      114,156,791       148,291,138

Change in unrealized appreciation/depreciation on investments

      (287,587,078 )       140,203,541
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (136,589,162 )       309,723,365
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (167,837,097 )       (222,327,220 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (167,837,097 )       (222,327,220 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      12,607,258       8,791,608

Proceeds from dividends reinvested

      167,837,097       222,327,220

Value of shares redeemed

      (283,774,000 )       (293,361,499 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      (103,329,645 )       (62,242,671 )
   

 

 

     

 

 

 

Change in net assets

      (407,755,904 )       25,153,474

Net Assets:(a)

       

Beginning of period

      2,361,486,376       2,336,332,902
   

 

 

     

 

 

 

End of period

    $ 1,953,730,472     $ 2,361,486,376
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      1,082,105       727,313

Dividends reinvested

      15,468,857       19,249,110

Shares redeemed

      (24,299,498 )       (24,205,850 )
   

 

 

     

 

 

 

Change in shares

      (7,748,536 )       (4,229,427 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 11.97     $ 11.60     $ 12.15     $ 13.05     $ 12.68
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.21       0.12       0.18       0.22       0.14

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.93 )       1.46       0.32       (0.45 )       0.40
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.72 )       1.58       0.50       (0.23 )       0.54
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.14 )       (0.20 )       (0.27 )       (0.17 )       (0.17 )

Net Realized Gains

      (0.80 )       (1.01 )       (0.78 )       (0.50 )       —
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.94 )       (1.21 )       (1.05 )       (0.67 )       (0.17 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 10.31     $ 11.97     $ 11.60     $ 12.15     $ 13.05
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

      (6.46 )%       13.98 %       4.29 %       (1.71 )%       4.24 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 1,953,730     $ 2,361,486     $ 2,336,333     $ 2,466,434     $ 2,724,412

Net Investment Income/(Loss)

      1.66 %       0.90 %       1.38 %       1.61 %       1.04 %

Expenses Before Reductions*(b)

      0.22 %       0.22 %       0.22 %       0.22 %       0.22 %

Expenses Net of Reductions*

      0.22 %       0.22 %       0.22 %       0.22 %       0.22 %

Portfolio Turnover Rate

      18 %       17 %       58 %       13 %       20 %

 

*

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

 

(a)

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

 

(b)

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

 

See accompanying notes to the financial statements.

 

7


AZL MVP Fusion Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2018

 

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 (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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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,

 

8


AZL MVP Fusion Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2018

 

money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the year ended December 31, 2018, 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 monthly average notional amount for these contracts was $107.8 million for the year ended December 31, 2018. 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, 2018:

 

   

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

       
Equity Contracts   Receivable for variation margin on futures contracts   $ —     Payable for variation margin on futures contracts   $ 1,150,599  

Interest Rate Risk

       
Interest Rate Contracts   Receivable for variation margin on futures contracts     894,514     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

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

Equity Risk

 

  
Equity Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ (4,016,279 )     $ (2,210,584 ) 

Interest Rate Risk

       
Interest Rate Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts      —        1,127,376  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (36,719,006 )

From net realized gains

         (185,608,214 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (222,327,220 )

 

9


AZL MVP Fusion Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, 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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain(Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
  Net Realized
Gains Distributions
from Affiliated
Underlying Funds

AZL DFA International Core Equity Fund

    $ 119,970,024     $ 5,492,449     $ (7,882,505 )     $ 1,086,045     $ (23,623,019 )     $ 95,042,994       10,330,760     $ 2,011,305     $ 576,744

AZL DFA U.S. Core Equity Fund

      60,247,547       2,166,850       (9,437,392 )       2,363,013       (7,972,919 )       47,367,099       4,184,373       595,476       1,571,374

AZL DFA U.S. Small Cap Fund

      48,348,380       2,505,839       (7,146,324 )       1,621,049       (9,112,203 )       36,216,741       3,554,145       231,467       2,274,374

AZL Enhanced Bond Index Fund

      59,336,541       607,863       (32,158,635 )       (882,081 )       (563,460 )       26,340,228       2,487,274       607,861       —

AZL FIAM Total Bond Fund

      195,092,711       5,215,362       (25,721,933 )       (1,090,922 )       (6,727,845 )       166,767,373       16,999,732       5,215,362       —

AZL Gateway Fund

      83,822,440       691,905       (31,525,589 )       5,048,500       (7,911,883 )       50,125,373       3,997,239       691,906       —

AZL International Index Fund, Class 2

      310,202,260       9,544,687       (87,726,644 )       7,339,712       (49,508,849 )       189,851,166       13,322,889       6,414,203       3,130,484

AZL MetWest Total Return Bond Fund

      194,346,284       3,696,409       (26,750,169 )       (978,989 )       (3,554,576 )       166,758,959       16,726,074       3,696,408       —

AZL Mid Cap Index Fund, Class 2

      95,682,061       82,433,643       (17,574,213 )       3,300,987       (34,245,828 )       129,596,650       6,817,288       1,359,513       11,221,931

AZL MSCI Emerging Markets Equity Fund, Class 2

      143,689,713       38,850,239       (21,969,973 )       3,914,185       (29,442,489 )       135,041,675       19,319,267       1,981,513       4,025,895

AZL Russell 1000 Growth Index Fund, Class 2

      231,038,729       41,189,416       (121,987,807 )       28,364,450       (36,461,690 )       142,143,098       10,505,772       1,424,632       12,608,384

AZL Russell 1000 Value Index Fund, Class 2

      231,617,334       99,256,349       (81,450,791 )       6,782,243       (48,941,984 )       207,263,151       18,472,652       4,491,403       17,347,124

AZL Small Cap Stock Index Fund, Class 2

      36,551,620       39,604,274       (8,143,294 )       1,803,422       (16,373,578 )       53,442,444       4,391,327       550,585       5,750,228

PIMCO VIT Income Portfolio

      95,562,194       3,345,007       (12,676,208 )       532,910       (3,663,427 )       83,100,476       8,013,546       2,757,858       587,149

PIMCO VIT Low Duration Portfolio

      155,302,712       30,514,242       (21,289,680 )       (1,184,093 )       (1,364,017 )       161,979,164       16,069,361       3,116,921       —

PIMCO VIT Total Return Portfolio

      194,296,831       6,718,892       (25,810,901 )       (996,790 )       (7,036,103 )       167,171,929       15,951,520       4,661,846       2,055,742
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 2,255,107,381     $ 371,833,426     $ (539,252,058 )     $ 57,023,641     $ (286,503,870 )     $ 1,858,208,520       171,143,219     $ 39,808,259     $ 61,149,429
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

10


AZL MVP Fusion Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2018

 

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 SEC. 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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $20,396 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Affiliated Investment Company

       $ 1,858,208,520        $ —        $ —        $ 1,858,208,520
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         1,858,208,520          —          —          1,858,208,520
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         (256,085 )          —          —          (256,085 )
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 1,857,952,435        $ —        $ —        $ 1,857,952,435
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 371,833,426        $ 539,252,058

 

11


AZL MVP Fusion Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2018

 

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $1,916,969,672. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 14,762,695  

Unrealized (depreciation)

    (73,523,847 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ (58,761,152 ) 
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Fusion Dynamic Moderate Fund

       $ 47,347,962        $ 120,489,135        $ 167,837,097

 

(a)

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

The tax character of dividends paid to shareholders during the year ended December 31, 2017 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

    

Total

Distributions(a)

AZL MVP Fusion Dynamic Moderate Fund

       $ 36,719,006        $ 185,608,214        $ 222,327,220

 

(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, 2018, 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

       $ 50,733,557        $ 101,174,014        $ —        $ (58,761,152 )        $ 93,146,419

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership of 85% of the Fund. As of December 31, 2018, 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. 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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP Fusion Dynamic Moderate Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP Fusion Dynamic Moderate Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 9.32% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $22,523,353.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $120,489,135.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address,and

Year of Birth

  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 (1947)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.

Peggy L. Ettestad (1957)
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   34   Luther College

Tamara Lynn Fagely (1958)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)

Richard H. Forde (1953)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.

Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund

Dickson W. Lewis (1948)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None

Arthur C. Reeds, III (1944)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address,and

Year of Birth

  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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)
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 (1963)
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 (1968)
5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1218 2/19


AZL® MVP Growth Index Strategy Fund

Annual Report

December 31, 2018

 

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, 2018?

For the year ended December 31, 2018, the AZL® MVP Growth Index Strategy Fund (the “Fund”) returned -6.45%. That compared to a -4.38%, 0.01% and a -3.00% 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 volatility.

U.S. equities sustained a brief period of volatility in the first quarter, but still had healthy gains in the first three quarters of the year due to strong economic data coupled with positive earnings growth. However, volatility increased significantly during the fourth quarter, as investors became increasingly concerned with continuing interest rate hikes from the U.S. Federal Reserve Board (the Fed), political and economic uncertainty, and contentious trade negotiations. The S&P 500 fell 4.38% for the 12-month period. The S&P 400 Index was also down, returning -11.08%, and the S&P 600 Index returned -8.48%. Growth stocks sharply outperformed value stocks in the first three quarters, but this trend reversed in the fourth quarter.

International developed markets, as measured by the MSCI EAFE Index (net), underperformed U.S. equities, returning -13.79% for the year. Although international developed markets underperformed U.S. equities in the first three quarters, they outperformed during the volatile fourth quarter.

The U.S. bond market ended the year flat, with a return of 0.01% for the Bloomberg Barclays U.S. Aggregate Bond Index. The Fed raised interest rates four times during the period—once per quarter. Although Treasury yields rose during the first three quarters, the yield curve flattened dramatically in the fourth quarter, leaving the intermediate portion of the curve inverted. Investment-grade corporate spreads widened sharply as investors became more risk averse.

The Fund, which invests in both U.S. and international markets, underperformed its blended benchmark during the 12-month period. This underperformance was due largely to a strategic allocation to international equities, as these underperformed U.S. equities for most of the year. A strategic allocation to U.S. mid- and small-cap equities during the period also detracted from performance as these stocks underperformed U.S. large-cap equities.*

Within the Fund’s fixed income holdings, an overweight allocation to corporate bonds detracted from relative results, causing the Fund’s fixed income allocation to modestly lag its fixed income benchmark for the period.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP risk management process generally maintained a neutral equity allocation for most of the year relative to its target. However, as market volatility increased at the end of the year, the MVP risk management process reduced equity exposure. Over this short period, reduced equity exposure had little effect 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, 2018.

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. indexes 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.

The indexes defined above are unmanaged. 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 Indexes 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.

   

 

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. have been gradually increasing and are expected to continue on this path in the near future, 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. 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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

                       Since  
     1     3     5     Inception  
     Year     Year     Year     (1/10/12)  

AZL® MVP Growth Index Strategy Fund

     -6.45 %      5.03 %      4.12 %      7.36 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      12.30 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.52 %      2.12 % 

Growth Composite Index

     -3.00 %      7.57 %      7.09 %      9.81 % 

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

     0.67 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense ratio would be 0.11%.

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 indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Growth Index Strategy Fund

    $ 1,000.00     $ 929.00     $ 0.58       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Growth Index Strategy Fund

    $ 1,000.00     $ 1,024.60     $ 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 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equity Funds

      51.1 %

Fixed Income Funds

      25.9

International Equity Funds

      18.5

Money Markets

      — ^
   

 

 

 

Total Investment Securities

      95.5

Net other assets (liabilities)

      4.5
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^

Represents less than 0.05%.

 

3


AZL MVP Growth Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (95.5%):  
Domestic Equity Funds (51.1%):  
  13,362,660      AZL Mid Cap Index Fund, Class 2    $ 254,024,169  
  58,805,701      AZL S&P 500 Index Fund, Class 2      859,151,295  
  10,280,442      AZL Small Cap Stock Index Fund, Class 2      125,112,978  
     

 

 

 
        1,238,288,442  
     

 

 

 
Fixed Income Funds (25.9%):  
  59,370,548      AZL Enhanced Bond Index Fund      628,734,103  
     

 

 

 
International Equity Funds (18.5%):  
  31,383,390      AZL International Index Fund, Class 2      447,213,308  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $2,249,766,741)

     2,314,235,853  
     

 

 

 
Shares            Fair Value  
Unaffiliated Investment Company (0.0%)+:  
Money Markets (0.0%)+:  
  373,308      Dreyfus Treasury Securities Cash Management Fund, Institutional Shares, 2.20%    $ 373,308  
     

 

 

 
 

Total Unaffiliated Investment Company (Cost $373,308)

     373,308  
     

 

 

 
 

Total Investment Securities (Cost $2,250,140,049) — 95.5%(a)

     2,314,609,161  
 

Net other assets (liabilities) — 4.5%

     108,556,150  
     

 

 

 
 

Net Assets — 100.0%

   $ 2,423,165,311  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

+

Represents less than 0.05%.

 

(a)

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

Futures Contracts

Cash of $109,470,052 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Short Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/15/19        2,009      $ (251,647,340 )     $ (7,604,221 ) 
           

 

 

 
            $ (7,604,221 ) 
           

 

 

 

Long Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/20/19        228      $ 27,819,557      $ 660,548  
           

 

 

 
            $ 660,548  
           

 

 

 

Total Net Futures Contracts

            $ (6,943,673 ) 
           

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Growth Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in non-affiliates, at cost

    $ 373,308

Investments in affiliates, at cost

      2,249,766,741
   

 

 

 

Investments in non-affiliates, at value

    $ 373,308

Investments in affiliates, at value

      2,314,235,853

Segregated cash for collateral

      109,470,052

Interest and dividends receivable

      211,720

Receivable for capital shares issued

      120,355

Receivable for variation margin on futures contracts

     
173

Prepaid expenses

      25,340
   

 

 

 

Total Assets

     
2,424,436,801

   

 

 

 

Liabilities:

   

Payable for affiliated investments purchased

      373,308

Payable for capital shares redeemed

      609,078

Manager fees payable

      210,600

Administration fees payable

      4,445

Custodian fees payable

      1,036

Administrative and compliance services fees payable

      8,098

Transfer agent fees payable

      577

Trustee fees payable

      3,101

Other accrued liabilities

      61,247
   

 

 

 

Total Liabilities

     
1,271,490

   

 

 

 

Net Assets

    $ 2,423,165,311
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 2,263,433,848

Total distributable earnings

      159,731,463
   

 

 

 

Net Assets

    $ 2,423,165,311
   

 

 

 

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

      173,221,265

Net Asset Value (offering and redemption price per share)

    $ 13.99
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 45,979,427

Interest

      2,243,190

Dividends from non-affiliates

      7,334
   

 

 

 

Total Investment Income

      48,229,951
   

 

 

 

Expenses:

   

Manager fees

      2,644,860

Administration fees

      67,589

Custodian fees

      8,514

Administrative and compliance services fees

      42,577

Transfer agent fees

      7,090

Trustee fees

      133,970

Professional fees

      110,674

Shareholder reports

      43,261

Other expenses

      27,218
   

 

 

 

Total expenses

      3,085,753
   

 

 

 

Net Investment Income/(Loss)

      45,144,198
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      5,694,913

Net realized gains distributions from affiliated underlying funds

      73,669,654

Net realized gains/(losses) on futures contracts

      733,818

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (285,831,994 )

Change in net unrealized appreciation/depreciation on futures contracts

      (8,378,348 )
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (214,111,957 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (168,967,759 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP Growth Index Strategy Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 45,144,198     $ 17,933,830

Net realized gains/(losses) on investments

      80,098,385       82,582,429

Change in unrealized appreciation/depreciation on investments

      (294,210,342 )       258,251,323
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (168,967,759 )       358,767,582
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (102,284,487 )       (116,041,350 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (102,284,487 )       (116,041,350 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      104,828,201       137,649,163

Proceeds from dividends reinvested

      102,284,487       116,041,350

Value of shares redeemed

      (147,250,114 )       (105,234,549 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      59,862,574       148,455,964
   

 

 

     

 

 

 

Change in net assets

      (211,389,672 )       391,182,196

Net Assets:(a)

       

Beginning of period

      2,634,554,983       2,243,372,787
   

 

 

     

 

 

 

End of period

    $ 2,423,165,311     $ 2,634,554,983
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      6,733,674       9,175,322

Dividends reinvested

      6,814,423       7,824,771

Shares redeemed

      (9,619,518 )       (7,008,917 )
   

 

 

     

 

 

 

Change in shares

      3,928,579       9,991,176
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 15.56     $ 14.08     $ 13.55     $ 13.90     $ 13.23
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.26       0.11       0.14       0.25       0.10

Net Realized and Unrealized Gains/(Losses) on Investments

      (1.22 )       2.10       0.77       (0.36 )       0.75
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.96 )       2.21       0.91       (0.11 )       0.85
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.13 )       (0.18 )       (0.30 )       (0.12 )       (0.10 )

Net Realized Gains

      (0.48 )       (0.55 )       (0.08 )       (0.12 )       (0.08 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.61 )       (0.73 )       (0.38 )       (0.24 )       (0.18 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 13.99     $ 15.56     $ 14.08     $ 13.55     $ 13.90
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

      (6.45 )%       15.96 %       6.80 %       (0.80 )%       6.47 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 2,423,165     $ 2,634,555     $ 2,243,373     $ 1,392,460     $ 1,118,257

Net Investment Income/(Loss)

      1.71 %       0.74 %       1.55 %       2.17 %       1.05 %

Expenses Before Reductions*(b)

      0.12 %       0.11 %       0.12 %       0.12 %       0.12 %

Expenses Net of Reductions*

      0.12 %       0.11 %       0.12 %       0.12 %       0.12 %

Portfolio Turnover Rate

      4 %       4 %       4 %(c)       1 %       1 %

 

*

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)

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%.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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,

 

8


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the year ended December 31, 2018, 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. For the year ended December 31, 2018, the monthly average notional amount for long contracts was $108.3 million and the monthly average notional amount for short contracts was $28.9 million. 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, 2018:

 

   

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

       
Equity Contracts   Receivable for variation margin on futures contracts   $ —     Payable for variation margin on futures contracts   $ 7,604,221  

Interest Rate Risk

       
Interest Rate Contracts   Receivable for variation margin on futures contracts     660,548     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

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

Equity Risk

       

Equity Contracts

  Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ 733,818      $ (9,213,980 ) 

Interest Rate Risk

       

Interest Rate Contracts

  Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts      —        835,632  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (28,019,405 )

From net realized gains

         (88,021,945 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (116,041,350 )

 

9


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, 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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain(Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
 

Net Realized

Gains Distributions
from Affiliated
Underlying Funds

AZL Enhanced Bond Index Fund

    $ 620,115,513     $ 51,285,434     $ (25,443,802 )     $ (1,604,672 )     $ (15,618,370 )     $ 628,734,103       59,370,548     $ 13,753,910     $ —

AZL International Index Fund, Class 2

      500,304,956       42,776,669       (4,171,472 )       178,247       (91,875,092 )       447,213,308       31,383,390       13,364,970       6,522,840

AZL Mid Cap Index Fund, Class 2

      293,043,151       25,075,504       (6,751,950 )       (41 )       (57,342,495 )       254,024,169       13,362,660       2,709,583       22,365,921

AZL S&P 500 Index Fund, Class 2

      943,860,209       52,612,501       (50,094,387 )       6,911,393       (94,138,421 )       859,151,295       58,805,701       14,851,587       31,210,403

AZL Small Cap Stock Index Fund, Class 2

      145,968,711       14,869,867       (9,077,970 )       209,986       (26,857,616 )       125,112,978       10,280,442       1,299,377       13,570,490
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 2,503,292,540     $ 186,619,975     $ (95,539,581 )     $ 5,694,913     $ (285,831,994 )     $ 2,314,235,853       173,202,741     $ 45,979,427     $ 73,669,654
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $24,012 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 in total for both trusts.

 

10


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Affiliated Investment Company

       $ 2,314,235,853        $ —        $ —        $ 2,314,235,853

Unaffiliated Investment Company

         373,308          —          —          373,308
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         2,314,609,161          —          —          2,314,609,161
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         (6,943,673 )          —          —          (6,943,673 )
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 2,307,665,488        $ —        $ —        $ 2,307,665,488
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 186,619,975        $ 95,539,581

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $2,256,522,437. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 110,028,439  

Unrealized (depreciation)

    (51,941,715 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 58,086,724  
 

 

 

 

 

11


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Growth Index Strategy Fund

       $ 28,652,893        $ 73,631,594        $ 102,284,487

 

(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, 2017 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Growth Index Strategy Fund

       $ 28,362,008        $ 87,679,342        $ 116,041,350

 

(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, 2018, 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

       $ 65,147,887        $ 63,836,044        $ —        $ 58,086,724        $ 187,070,655

 

(a)

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

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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership of 85% of the Fund.

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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP Growth Index Strategy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP Growth Index Strategy Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 41.11% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $6,907,686.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $73,631,595.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address,and

Year of Birth

  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 (1947)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.
Peggy L. Ettestad (1957)
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   34   Luther College
Tamara Lynn Fagely (1958)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)
Richard H. Forde (1953)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.
Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund
Dickson W. Lewis (1948)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None
Arthur C. Reeds, III (1944)
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address,and

Year of Birth

  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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)
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 (1963)
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 (1968)
5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

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

These Funds are not FDIC Insured.

   ANNRPT1218 2/19


AZL® MVP Moderate Index Strategy Fund

Annual Report

December 31, 2018

 

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)

 

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, 2018?

For the year ended December 31, 2018, the AZL® MVP Moderate Index Strategy Fund (the “Fund”) returned -5.26%. That compared to a -4.38%, 0.01% and a -2.26% 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 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 volatility.

U.S. equities experienced healthy gains in the first three quarters as a result of strong economic data and positive earnings growth. However, volatility increased during the fourth quarter. U.S. large-cap equities fell, as measured by the S&P 500 Index, due to investors’ concerns over continued Federal Reserve Board (the Fed) interest rate hikes, political and economic uncertainty, and contentious global trade negotiations. Mid- and small-cap stocks also performed poorly for the year. Growth stocks sharply outperformed value stocks in the first three quarters, but this trend reversed in the fourth quarter.

International developed markets, as measured by the MSCI EAFE Index (net)2, underperformed U.S. domestic markets, returning -13.79% for the 12-month period. Though non-U.S. developed markets underperformed U.S. equities during the first three quarters, they outpaced U.S. stocks during the volatile fourth quarter.

The U.S. bond market ended the year flat, with a return of just 0.01% for the Bloomberg Barclays U.S. Aggregate Bond Index. The Fed raised interest rates four times during the 12-month period—once per quarter. Treasury yields rose during the first three quarters, however, the yield curve flattened dramatically in the fourth quarter, leaving the intermediate portion of the curve inverted. Investment-grade corporate spreads widened sharply as investors became more risk averse.

The Fund, which invests in both U.S. and international markets, underperformed its blended benchmark for the 12- month period. This underperformance was due largely to a strategic allocation to international equities, as these underperformed U.S. equities for most of the year. A strategic allocation to U.S. mid- and small-cap equities during the period detracted from performance as well, as these underperformed U.S. large-cap equities. An overweight allocation to corporate bonds hurt relative results, causing the Fund’s fixed-income allocation to modestly lag its fixed-income benchmark for the period.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the

period under review. The MVP risk management process generally maintained a neutral equity allocation for most of the year relative to its target. However, as market volatility increased at the very end of the year, and after stocks had already declined significantly, the MVP risk management process reduced equity exposure. During the short period remaining in the year, this reduced equity exposure detracted from relative performance as stocks rallied in the final days of the period. *

 

 

Past performance does not guarantee future results.

 

*

The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2018.

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 unmanaged and 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 Indexes 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.

 

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.

 

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 benchmarks and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2018

 

                       Since  
     1     3     5     Inception  
     Year     Year     Year     (1/10/12)  

AZL® MVP Moderate Index Strategy Fund

     -5.26 %      4.19 %      3.48 %      6.98 % 

S&P 500 Index

     -4.38 %      9.26 %      8.49 %      12.30 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.52 %      2.12 % 

Moderate Composite Index

     -2.26 %      6.52 %      6.22 %      8.30 % 

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 Moderate Index Strategy Fund      0.69 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense 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 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 indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Moderate Index Strategy Fund

    $ 1,000.00     $ 944.20     $ 0.64       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP Moderate Index Strategy Fund

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

 

*

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income Funds

      41.1 %

Domestic Equity Funds

      39.6

International Equity Funds

      14.3
   

 

 

 

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, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (95.0%):       
Domestic Equity Funds (39.6%):       
  2,151,458      AZL Mid Cap Index Fund, Class 2    $ 40,899,214  
  9,085,420      AZL S&P 500 Index Fund, Class 2      132,737,984  
  1,634,016      AZL Small Cap Stock Index Fund, Class 2      19,885,973  
     

 

 

 
        193,523,171  
     

 

 

 
Fixed Income Funds (41.1%):       
  19,001,640      AZL Enhanced Bond Index Fund      201,227,371  
     

 

 

 
Shares            Fair Value  
Affiliated Investment Companies, continued       
International Equity Funds (14.3%):       
  4,914,048      AZL International Index Fund, Class 2    $ 70,025,179  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $462,045,201)

     464,775,721  
  

 

 

 
 

Total Investment Securities
(Cost $462,045,201) — 95.0%(a)

     464,775,721  
 

Net other assets (liabilities) — 5.0%

     24,296,465  
  

 

 

 
 

Net Assets — 100.0%

   $ 489,072,186  
  

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

(a)

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

Futures Contracts

Cash of $23,831,772 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Long Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/15/19        2      $ 250,520      $ 292  

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

     3/20/19        78        9,517,217        223,704  
           

 

 

 
            $ 223,996  
           

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Moderate Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investments in affiliates, at cost

    $ 462,045,201
   

 

 

 

Investments in affiliates, at value

      464,775,721

Cash

      46,815

Segregated cash for collateral

      23,831,772

Interest and dividends receivable

      42,076

Receivable for capital shares issued

      493,519
   

 

 

 

Total Assets

     
489,189,903

   

 

 

 

Liabilities:

   

Payable for affiliated investments purchased

      46,815

Payable for variation margin on futures contracts

     
628

Manager fees payable

      42,724

Administration fees payable

      4,514

Custodian fees payable

      478

Administrative and compliance services fees payable

      1,664

Transfer agent fees payable

      447

Trustee fees payable

      637

Other accrued liabilities

      19,810
   

 

 

 

Total Liabilities

     
117,717

   

 

 

 

Net Assets

    $ 489,072,186
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 460,671,877

Total distributable earnings

      28,400,309
   

 

 

 

Net Assets

    $ 489,072,186
   

 

 

 

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

      36,828,473

Net Asset Value (offering and redemption price per share)

    $ 13.28
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 9,470,011

Interest

      454,726

Dividends from non-affiliates

      542
   

 

 

 

Total Investment Income

      9,925,279
   

 

 

 

Expenses:

   

Manager fees

      534,839

Administration fees

      54,900

Custodian fees

      5,002

Administrative and compliance services fees

      8,755

Transfer agent fees

      5,572

Trustee fees

      27,518

Professional fees

      22,572

Shareholder reports

      13,928

Other expenses

      14,599
   

 

 

 

Total expenses

      687,685
   

 

 

 

Net Investment Income/(Loss)

      9,237,594
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      6,503,157

Net realized gains distributions from affiliated underlying funds

      11,585,609

Net realized gains/(losses) on futures contracts

      (1,671,319 )

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (52,560,364 )

Change in net unrealized appreciation/depreciation on futures contracts

      14,787
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (36,128,130 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (26,890,536 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP Moderate Index Strategy Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 9,237,594     $ 3,927,262

Net realized gains/(losses) on investments

      16,417,447       19,344,279

Change in unrealized appreciation/depreciation on investments

      (52,545,577 )       43,328,822
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (26,890,536 )       66,600,363
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (23,512,014 )       (21,285,161 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (23,512,014 )       (21,285,161 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      10,442,882       12,154,646

Proceeds from dividends reinvested

      23,512,014       21,285,161

Value of shares redeemed

      (46,347,799 )       (46,999,547 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      (12,392,903 )       (13,559,740 )
   

 

 

     

 

 

 

Change in net assets

      (62,795,453 )       31,755,462

Net Assets:(a)

       

Beginning of period

      551,867,639       520,112,177
   

 

 

     

 

 

 

End of period

    $ 489,072,186     $ 551,867,639
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      718,590       848,360

Dividends reinvested

      1,679,430       1,506,381

Shares redeemed

      (3,157,169 )       (3,305,040 )
   

 

 

     

 

 

 

Change in shares

      (759,149 )       (950,299 )
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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,
     2018   2017   2016   2015   2014

Net Asset Value, Beginning of Period

    $ 14.68     $ 13.50     $ 13.49     $ 14.37     $ 13.34
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.26       0.12       0.23       0.25       0.06

Net Realized and Unrealized Gains/(Losses) on Investments

      (1.00 )       1.64       0.48       (0.71 )       1.06
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.74 )       1.76       0.71       (0.46 )       1.12
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.13 )       (0.24 )       (0.30 )       (0.07 )       (0.05 )

Net Realized Gains

      (0.53 )       (0.34 )       (0.40 )       (0.35 )       (0.04 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.66 )       (0.58 )       (0.70 )       (0.42 )       (0.09 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 13.28     $ 14.68     $ 13.50     $ 13.49     $ 14.37
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

      (5.26 )%       13.21 %       5.43 %       (3.21 )%       8.42 %

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 489,072     $ 551,868     $ 520,112     $ 520,844     $ 467,457

Net Investment Income/(Loss)

      1.73 %       0.73 %       1.71 %       1.97 %       0.65 %

Expenses Before Reductions*(b)

      0.13 %       0.12 %       0.13 %       0.13 %       0.14 %

Expenses Net of Reductions*

      0.13 %       0.12 %       0.13 %       0.13 %       0.14 %

Portfolio Turnover Rate

      5 %       5 %       108 %(c)       2 %       1 %

 

*

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)

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, 2018

 

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 (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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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, 2018

 

Futures Contracts

During the year ended December 31, 2018, the Fund did not enter into any futures contracts. 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 monthly average notional amount for these contracts was $25.3 million for the year ended December 31, 2018. 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, 2018:

 

   

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

     
Equity Contracts   Receivable for variation margin on futures contracts   $ 292     Payable for variation margin on futures contracts   $ —  

Interest Rate Risk

     
Interest Rate Contracts   Receivable for variation margin on futures contracts     223,704     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

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

Equity Risk

     
Equity Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ (1,671,319 )     $ (268,560 ) 

Interest Rate Risk

     
Interest Rate Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts      —        283,347  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

       For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (8,896,990 )

From net realized gains

         (12,388,171 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (21,285,161 )

 

9


AZL MVP Moderate Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, 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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain(Loss)
  Net
Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
  Net
Realized Gains
Distributions
from Affiliated
Underlying Funds

AZL Enhanced Bond Index Fund

    $ 205,949,814     $ 9,060,261     $ (8,105,085 )     $ (332,821 )     $ (5,344,798 )     $ 201,227,371       19,001,640     $ 4,421,640     $ —

AZL International Index Fund, Class 2

      84,102,886       4,164,903       (3,740,731 )       756,926       (15,258,805 )       70,025,179       4,914,048       2,126,305       1,037,753

AZL Mid Cap Index Fund, Class 2

      50,599,678       4,037,287       (4,601,401 )       865,964       (10,002,314 )       40,899,214       2,151,458       436,258       3,601,030

AZL S&P 500 Index Fund, Class 2

      157,945,419       7,632,805       (20,185,913 )       4,275,930       (16,930,257 )       132,737,984       9,085,420       2,279,280       4,789,876

AZL Small Cap Stock Index Fund, Class 2

      25,801,367       2,363,478       (4,191,840 )       937,158       (5,024,190 )       19,885,973       1,634,016       206,528       2,156,950
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 524,399,164     $ 27,258,734     $ (40,824,970 )     $ 6,503,157     $ (52,560,364 )     $ 464,775,721       36,786,582     $ 9,470,011     $ 11,585,609
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $4,879 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 in total for both trusts.

 

10


AZL MVP Moderate Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total

Affiliated Investment Company

       $ 464,775,721        $ —        $ —        $ 464,775,721
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         464,775,721          —          —          464,775,721
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         223,996          —          —          223,996
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 464,999,717        $ —        $ —        $ 464,999,717
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 27,258,734        $ 40,824,970

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $462,238,025. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 10,298,592  

Unrealized (depreciation)

    (7,760,896 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 2,537,696  
 

 

 

 

 

11


AZL MVP Moderate Index Strategy Fund

Notes to the Financial Statements

December 31, 2018

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Moderate Index Strategy Fund

       $ 9,436,246        $ 14,075,768        $ 23,512,014

 

(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, 2017 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Moderate Index Strategy Fund

       $ 8,896,990        $ 12,388,171        $ 21,285,161

 

(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, 2018, 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

       $ 11,104,558        $ 14,900,672        $ —        $ 2,537,696        $ 28,542,926

 

(a)

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

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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 85% of the Fund.

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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP Moderate Index Strategy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP Moderate Index Strategy Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 17.04% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $4,833,332.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $14,075,768.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

Name, Address, and

Year of Birth

  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 (1947)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.

Peggy L. Ettestad (1957)
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   34   Luther College

Tamara Lynn Fagely (1958)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)

Richard H. Forde (1953)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.

Claire R. Leonardi (1955)
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   34   reSet Social Enterprise Investment Fund

Dickson W. Lewis (1948)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None

Arthur C. Reeds, III (1944)
5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

 

Name, Address, and

Year of Birth

  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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945) 
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 (1963) 
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 (1968)
5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1218 2/19


AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

Annual Report

December 31, 2018

 

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)

 

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, 2018?

For the year ended December 31, 2018, the AZL® MVP T. Rowe Price Capital Appreciation Plus Fund (the “Fund”) returned -1.67%. That compared to a -4.38%, 0.01% and a -2.26% 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 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 volatility.*

U.S. stocks declined in 2018. It was the worst year for the U.S. equity market since 2008. Stocks actually rose for much of the year, though the advance was somewhat sluggish. Market volatility was elevated through 2018, thanks partly to rising interest rates: The Federal Reserve Board (the Fed) continued its normalization of monetary policy, with four short-term interest rate hikes in 2018.

While most major U.S. stock indexes reached all-time highs around the end of the third quarter of 2018, equities plunged in the final months of the year. Several indexes were in bear market territory—down at least 20% from recent highs—by the end of the year. Stocks fell sharply due to multiple factors including: expectations of additional interest rate increases from the Fed in 2019; expectations of slowing corporate earnings growth in 2019, as tailwinds from the late-2017 tax reform that boosted corporate earnings in 2018 subside; signs of slowing economic growth in different parts of the world; and increased U.S.-China tensions.

The Fund’s exposure to passive strategies through the AZL S&P 500 Index Fund and the AZL Enhanced Bond Index Fund dragged on returns, as those portions underperformed the active equity and fixed income portions of the AZL T. Rowe Price Capital Appreciation Fund.*

The active equity portion of the Fund strongly outperformed the S&P 500 Index. The portfolio’s fixed income holdings posted a slightly negative return during the 12-month period, modestly underperforming the Bloomberg Barclays U.S. Aggregate Bond Index. Within equities, the utilities sector contributed the most to relative performance driven by both an overweight position and stock selection. The information technology sector also contributed to relative results due to stock selection decisions. On the downside, the consumer discretionary sector detracted from relative performance due to stock selection effects.*

The Fund’s above-benchmark exposure to high-yield securities within its fixed income holdings weighed on performance relative to its fixed income benchmark. The portfolio’s underweight to U.S. Treasuries also detracted from relative results as Treasuries outperformed other components of the Bloomberg Barclays U.S. Aggregate Bond Index.*

Overall, the Fund’s exposure to equities increased compared to the beginning of the reporting period. The Fund opportunistically added to several names in the utilities and industrials sectors that offer attractive long-term risk/return profiles. The Fund also trimmed select names that had performed well in the healthcare sector. *

The Fund’s overall weighting in fixed income increased during the year, as the subadvisor added to bank loans and select high-quality shorter duration investment-grade bonds. Late in the year, the Fund added to select high-yield and investment-grade bonds amid wider credit spreads.*

The Fund maintained exposure to covered call options—a type of derivative that provided downside protection for the portfolio while offering the benefits of owning a stock, such as dividends and capital appreciation, so long as the stock remains below the option strike price. The Fund’s covered call strategy made a modestly positive contribution to the Fund’s return. The Fund held rights at various points during the period to buy stocks at a predetermined price in the future, generating minimal exposure.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review. The MVP risk management process generally maintained a neutral equity allocation for most of the year relative to its target. However, as market volatility increased at the very end of the year, and after stocks had already declined significantly, the MVP risk management process reduced equity exposure. During the short period remaining in the year, this reduced equity exposure detracted from relative performance as stocks rallied in the final days of the period.*

 

 

Past performance does not guarantee future results.

 

*

The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2018.

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.

 

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 Indexes 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.

 

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. have been gradually increasing and are expected to continue on this path in the near future, 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 indexes 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, 2018

 

     1
Year
    3
Year
    Since
Inception
(1/10/14)
 

AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

     -1.67 %      6.52 %      6.99 % 

S&P 500 Index

     -4.38 %      9.26 %      8.60 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     0.01 %      2.06 %      2.39 % 

Moderate Composite Index

     -2.26 %      6.52 %      6.23 % 

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

 

Expense Ratio    Gross  

AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

     0.87 % 

The above expense ratio is based on the current Fund prospectus dated May 1, 2018. 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, 2020. Additional information pertaining to the December 31, 2018 expense ratio 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, as shown in the current prospectus, do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights. Without acquired fund fees and expenses the Fund’s gross expense 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 and 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%) of the S&P 500 and (40%) of the Bloomberg Barclays U.S. Aggregate Bond Index. These indexes 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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP T. Rowe Price Capital Appreciation Plus Fund

    $ 1,000.00     $ 968.00     $ 0.60       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
7/1/18
  Ending
Account Value
12/31/18
  Expenses Paid
During Period
7/1/18 - 12/31/18*
  Annualized Expense
Ratio During Period
7/1/18 - 12/31/18

AZL MVP T. Rowe Price Capital Appreciation Plus Fund

    $ 1,000.00     $ 1,024.60     $ 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 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equity Funds

      76.5 %

Fixed Income Funds

      19.0

Money Markets

      — ^
   

 

 

 

Total Investment Securities

      95.5

Net other assets (liabilities)

      4.5
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^

Represents less than 0.05%.

 

3


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Schedule of Portfolio Investments

December 31, 2018

 

Shares            Fair Value  
Affiliated Investment Companies (95.5%):  
Domestic Equity Funds (76.5%):  
  19,197,526      AZL S&P 500 Index Fund, Class 2    $ 280,475,858  
  32,361,360      AZL T. Rowe Price Capital Appreciation Fund      547,877,821  
     

 

 

 
        828,353,679  
     

 

 

 
Fixed Income Funds (19.0%):       
  19,426,650      AZL Enhanced Bond Index Fund      205,728,223  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $999,129,326)

     1,034,081,902  
     

 

 

 
Shares            Fair Value  
Unaffiliated Investment Company (0.0%)+:       
Money Markets (0.0%)+:       
  94,769      Dreyfus Treasury Securities Cash Management Fund, Institutional Shares, 2.20%    $ 94,769  
     

 

 

 
 

Total Unaffiliated Investment Company (Cost $94,769)

     94,769  
     

 

 

 
 

Total Investment Securities
(Cost $999,224,095) — 95.5%(a)

     1,034,176,671  
 

Net other assets (liabilities) — 4.5%

     49,198,367  
     

 

 

 
 

Net Assets — 100.0%

   $ 1,083,375,038  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2018.

 

+

Represents less than 0.05%.

 

(a)

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

Futures Contracts

Cash of $48,614,618 has been segregated to cover margin requirements for the following open contracts as of December 31, 2018:

Short Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/15/19        883      $ (110,604,580 )     $ (4,162,137 ) 
           

 

 

 
            $ (4,162,137 ) 
           

 

 

 

Long Futures

 

Description    Expiration
Date
     Number of
Contracts
     Notional
Amount
    

Value and

Unrealized
Appreciation/
(Depreciation)

 

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

     3/20/19        162      $ 19,766,527      $ 469,438  
           

 

 

 
            $ 469,438  
           

 

 

 

Total Net Futures Contracts

            $ (3,692,699 ) 
           

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

 

Statement of Assets and Liabilities

December 31, 2018

 

Assets:

   

Investment securities, at cost

    $ 94,769

Investments in affiliates, at cost

      999,129,326
   

 

 

 

Investment securities, at value

    $ 94,769

Investments in affiliates, at value

      1,034,081,902

Segregated cash for collateral

      48,614,618

Interest and dividends receivable

      93,427

Receivable for capital shares issued

      712,416

Prepaid expenses

      12,328
   

 

 

 

Total Assets

      1,083,609,460
   

 

 

 

Liabilities:

   

Payable for affiliated investments purchased

      94,769

Payable for variation margin on futures contracts

      1,776

Manager fees payable

      93,574

Administration fees payable

      4,902

Custodian fees payable

      515

Administrative and compliance services fees payable

      4,001

Transfer agent fees payable

      529

Trustee fees payable

      1,532

Other accrued liabilities

      32,824
   

 

 

 

Total Liabilities

      234,422
   

 

 

 

Net Assets

    $ 1,083,375,038
   

 

 

 

Net Assets Consist of:

   

Paid in capital

    $ 996,493,561

Total distributable earnings

      86,881,477
   

 

 

 

Net Assets

    $ 1,083,375,038
   

 

 

 

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

      90,564,534

Net Asset Value (offering and redemption price per share)

    $ 11.96
   

 

 

 

Statement of Operations

For the Year Ended December 31, 2018

 

Investment Income:

   

Dividends from affiliates

    $ 14,548,088

Interest

      956,834

Dividends from non-affiliates

      4,017
   

 

 

 

Total Investment Income

      15,508,939
   

 

 

 

Expenses:

   

Manager fees

      1,118,842

Administration fees

      59,678

Custodian fees

      5,170

Administrative and compliance services fees

      18,636

Transfer agent fees

      6,128

Trustee fees

      58,391

Professional fees

      49,326

Shareholder reports

      22,315

Other expenses

      10,822
   

 

 

 

Total expenses

      1,349,308
   

 

 

 

Net Investment Income/(Loss)

      14,159,631
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

   

Net realized gains/(losses) on affiliated underlying funds

      3,100,358

Net realized gains distributions from affiliated underlying funds

      41,256,524

Net realized gains/(losses) on futures contracts

      (1,675,414 )

Change in net unrealized appreciation/depreciation on affiliated underlying funds

      (72,162,873 )

Change in net unrealized appreciation/depreciation on futures contracts

      (4,113,823 )
   

 

 

 

Net realized and Change in net unrealized gains/losses on investments

      (33,595,228 )
   

 

 

 

Change in Net Assets Resulting From Operations

    $ (19,435,597 )
   

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

 

Statements of Changes in Net Assets

 

     For the
Year Ended
December 31, 2018
  For the
Year Ended
December 31, 2017

Change In Net Assets:

       

Operations:

       

Net investment income/(loss)

    $ 14,159,631     $ 10,383,590

Net realized gains/(losses) on investments

      42,681,468       37,922,870

Change in unrealized appreciation/depreciation on investments

      (76,276,696 )       83,960,228
   

 

 

     

 

 

 

Change in net assets resulting from operations

      (19,435,597 )       132,266,688
   

 

 

     

 

 

 

Distributions to Shareholders:(a)

       

Distributions

      (48,843,888 )       (30,920,746 )
   

 

 

     

 

 

 

Change in net assets resulting from distributions to shareholders

      (48,843,888 )       (30,920,746 )
   

 

 

     

 

 

 

Capital Transactions:

       

Proceeds from shares issued

      73,125,433       107,423,431

Proceeds from dividends reinvested

      48,843,888       30,920,746

Value of shares redeemed

      (66,407,984 )       (43,312,937 )
   

 

 

     

 

 

 

Change in net assets resulting from capital transactions

      55,561,337       95,031,240
   

 

 

     

 

 

 

Change in net assets

      (12,718,148 )       196,377,182

Net Assets:(a)

       

Beginning of period

      1,096,093,186       899,716,004
   

 

 

     

 

 

 

End of period

    $ 1,083,375,038     $ 1,096,093,186
   

 

 

     

 

 

 

Share Transactions:

       

Shares issued

      5,649,568       8,806,847

Dividends reinvested

      3,904,388       2,526,205

Shares redeemed

      (5,211,798 )       (3,545,096 )
   

 

 

     

 

 

 

Change in shares

      4,342,158       7,787,956
   

 

 

     

 

 

 

 

(a)

Prior year distribution character information and undistributed (distributions in excess of) net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. See Note 2 in the Notes to the Financial Statements.

 

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)
     2018   2017   2016   2015

Net Asset Value, Beginning of Period

    $ 12.71     $ 11.47     $ 10.88     $ 10.45     $ 10.00
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                   

Net Investment Income/(Loss)

      0.16       0.11       0.03       0.04       0.01

Net Realized and Unrealized Gains/(Losses) on Investments

      (0.34 )       1.50       0.79       0.39       1.11
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

      (0.18 )       1.61       0.82       0.43       1.12
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Shareholders From:

                   

Net Investment Income

      (0.13 )       (0.15 )       (0.17 )       —       (0.01 )

Net Realized Gains

      (0.44 )       (0.22 )       (0.06 )       — (b)       (0.66 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

      (0.57 )       (0.37 )       (0.23 )       — (b)       (0.67 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

    $ 11.96     $ 12.71     $ 11.47     $ 10.88     $ 10.45
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

      (1.67 )%       14.21 %       7.62 %       4.15 %       11.19 %(d)

Ratios to Average Net Assets/Supplemental Data:

                   

Net Assets, End of Period (000’s)

    $ 1,083,375     $ 1,096,093     $ 899,716     $ 664,399     $ 288,843

Net Investment Income/(Loss)(e)

      1.27 %       1.03 %       0.61 %       0.49 %       0.26 %

Expenses Before Reductions*(e)(f)

      0.12 %       0.12 %       0.12 %       0.13 %       0.14 %

Expenses Net of Reductions*(e)

      0.12 %       0.12 %       0.12 %       0.13 %       0.14 %

Portfolio Turnover Rate

      5 %       3 %       52 %(g)       1 %       1 %(d)

 

*

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

 

(a)

Period from commencement of share class.

 

(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 for periods less than one year.

 

(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)

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 T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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 (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 (the “Underlying 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 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.

Distributions to Shareholders

Distributions 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 distributions 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. Distributions 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.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act (the “Rule”), the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and Subadviser. 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 ended December 31, 2018, the Fund did not engage in any Rule 17a-7 transactions under the Rule.

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,

 

8


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2018

 

money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the year ended December 31, 2018, 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. For the year ended December 31, 2018, the monthly average notional amount for long contracts was $51.7 million and the monthly average notional amount for short contracts was $9.2 million. 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, 2018:

 

   

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

 

   
Equity Contracts   Receivable for variation margin on futures contracts   $ —     Payable for variation margin on futures contracts   $ 4,162,137  

Interest Rate Risk

       
Interest Rate Contracts   Receivable for variation margin on futures contracts     469,438     Payable for variation margin on futures contracts     —  

 

*

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

The following is a summary of the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2018:

 

Primary Risk Exposure  

Location of Gains/(Losses)

on Derivatives

Recognized

  

Realized Gains/(Losses)

on Derivatives
Recognized

     Change in Net Unrealized
Appreciation/Depreciation on
Derivatives Recognized
 

Equity Risk

 

  
Equity Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts    $ (1,675,414 )     $ (4,699,842 ) 

Interest Rate Risk

       
Interest Rate Contracts   Net realized gains/(losses) on futures contracts/Change net in unrealized appreciation/depreciation on futures contracts      —        586,019  

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. In addition, the amendments clarify that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Fund has early adopted ASU 2018-13 eliminated and modified disclosures with the financial statements prepared as of December 31, 2018.

In August 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) adopted amendments to certain financial statement disclosure requirements to conform them to GAAP for investment companies. These amendments made certain removals from changes to and additions to existing disclosure requirements under Regulation S-X. The Fund’s adoption of these amendments, effective with the financial statements prepared as of December 31, 2018 had no effect on the Funds’ net assets or results of operations. As a result of adopting these amendments, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation, which includes all distributions to each class of shareholders, other than tax basis return of capital distributions, in one line item per share class. Prior to adoption of this amendment, the distributions to shareholders in the December 31, 2017 Statements of Changes in Net Assets appeared as follows:

 

        For the Year Ended
December 31, 2017

Distributions to Shareholders:

      

From net investment income

       $ (12,492,263 )

From net realized gains

         (18,428,483 )
      

 

 

 

Change in net assets resulting from distributions to shareholders

       $ (30,920,746 )

 

9


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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, 2019. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2018, 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, 2018, 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 year can be found on the Statement of Operations. During the year ended December 31, 2018, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2018, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. Additional information, including financial statements, about these Funds is available at www.allianzlife.com. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2018 is as follows:

 

     Fair Value
12/31/17
  Purchases
at Cost
  Proceeds
from Sales
  Net
Realized
Gain(Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)
  Fair Value
12/31/18
  Shares as of
12/31/2018
  Dividend
Income
  Net Realized
Gains Distributions
from Affiliated
Underlying Funds

AZL Enhanced Bond Index Fund

    $ 196,788,055     $ 30,575,626     $ (16,019,228 )     $ (556,517 )     $ (5,059,713 )     $ 205,728,223       19,426,650     $ 4,573,930     $ —

AZL S&P 500 Index Fund, Class 2

      297,886,624       30,932,602       (19,870,146 )       3,257,456       (31,730,678 )       280,475,858       19,197,526       4,697,551       9,871,837

AZL T. Rowe Price Capital Appreciation Fund

      546,357,130       50,046,052       (13,552,298 )       399,419       (35,372,482 )       547,877,821       32,361,360       5,276,607       31,384,687
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
    $ 1,041,031,809     $ 111,554,280     $ (49,441,672 )     $ 3,100,358     $ (72,162,873 )     $ 1,034,081,902       70,985,536     $ 14,548,088     $ 41,256,524
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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 SEC. 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.”

FIS Investor Services LLC (“FIS”) 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. ALFS receives an annual 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, 2018, $10,090 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 $174,000 annual Board retainer, the Lead Director receives an additional $43,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $26,100 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, 2018, actual Trustee compensation was $1,287,600 in total for both trusts.

 

10


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2018

 

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 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.

The following is a summary of the valuation inputs used as of December 31, 2018 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Affiliated Investment Company

       $ 1,034,081,902        $ —        $ —        $ 1,034,081,902

Unaffiliated Investment Company

         94,769          —          —          94,769
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         1,034,176,671          —          —          1,034,176,671
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                           

Futures Contracts

         (3,692,699 )          —          —          (3,692,699 )
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 1,030,483,972        $ —        $ —        $ 1,030,483,972
      

 

 

        

 

 

        

 

 

        

 

 

 

 

*

Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally presented in the financial statements at variation margin.

5. Security Purchases and Sales

For the year ended December 31, 2018, 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

       $ 111,554,280        $ 49,441,672

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.

Fund of Fund Risk: The Fund, as a shareholder of the underlying funds, indirectly bears its proportionate share of any investment management fees and other expenses of the underlying funds. Further due to the fees and expenses paid by the Fund, as well as small variations in the Fund’s actual allocations to the underlying funds and any futures and cash held in the Fund’s portfolio, the performance and income distributions of the Fund will not be the same as the performance and income distributions of the underlying funds.

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, including derivatives and short positions as applicable, for federal income tax purposes at December 31, 2018 is $1,000,444,938. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 38,541,738

Unrealized (depreciation)

    (4,810,005 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 33,731,733  
 

 

 

 

 

11


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2018

 

The tax character of dividends paid to shareholders during the year ended December 31, 2018 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP T. Rowe Capital Appreciation Plus Fund

       $ 13,580,212        $ 35,263,676        $ 48,843,888

 

(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, 2017 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP T. Rowe Price Capital Appreciation Plus Fund

       $ 12,552,270        $ 18,368,476        $ 30,920,746

 

(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, 2018, 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

       $ 25,425,167        $ 32,396,701        $ —        $ 33,731,733        $ 91,553,601

 

(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, 2018, the Fund had an individual shareholder account which is affiliated with the Manager representing ownership in excess of 85% of the Fund. As of December 31, 2018, the Fund had a controlling interest (in excess of 50%) in the AZL T. Rowe Price Capital Appreciation Fund, which is affiliated with the Investment Adviser.

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

To the Board of Trustees of Allianz Variable Insurance Products Fund of Funds Trust and Shareholders of

AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AZL MVP T. Rowe Price Capital Appreciation Plus Fund (one of the funds constituting Allianz Variable Insurance Products Fund of Funds Trust, referred to hereafter as the “Fund”) as of December 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2017 and the financial highlights for each of the periods ended on or prior to December 31, 2017 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated February 23, 2018 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the transfer agent. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 22, 2019

We have served as the auditor of one or more investment companies in the Allianz Variable Insurance Products complex since 2018.

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2018, 51.94% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deductions available to corporate shareholders.

During the year ended December 31, 2018, the Fund declared net short-term capital gain distributions of $2,597,583.

During the year ended December 31, 2018, the Fund declared net long-term capital gain distributions of $35,263,675.

 

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 (the “Board”) and in accordance with the investment objectives and restrictions of each separate series (together, the “Funds”) of the Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”), investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). As used in this section, “Fund” refers to any of the Funds. 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, 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 the Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2020 (the “Expense Limitation Agreement”).

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 (“Allianz Life”) and its subsidiary, Allianz Life Insurance Company of New York (“Allianz 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 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 Fund’s investment objectives and long-term performance; 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 Services Agreement and a 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 received (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 an adviser’s compensation: the nature and quality of the services provided by the adviser, including the performance of the fund; the adviser’s cost of providing the services; the extent to which the adviser may realize “economies of scale” as the fund grows larger; any indirect benefits that may accrue to the adviser and its affiliates as a result of the adviser’s relationship with the fund; performance and expenses of comparable funds; the profitability of acting as adviser to the fund; and the extent to which the independent Board members, who are not “interested persons” of a fund as defined by the 1940 Act, are fully informed about all facts bearing on the adviser’s services and fees. The Board is aware of these factors and takes 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 independent 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 the Expense Limitation Agreement and additional 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 meetings held in the fall of 2018. Information relevant to the approval of the Management Agreement was considered at a telephonic Board meeting on October 17, 2018, and at an “in person” Board meeting held October 23, 2018. The Management Agreement was approved at the Board meeting on October 23, 2018. At such meeting the Board also approved the Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2020. 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 and the Trustees. 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 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 its determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Board considered all factors it 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 every Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

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

(1) The nature, extent and quality of services provided by the Manager. The Trustees noted that the Manager, subject to the control of the Board, 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 and certain compliance staff, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

 

16


The Board 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 Board 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 Board considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Board 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 Funds and the Manager. In connection with every in-person quarterly Board meeting and the fall 2018 contract review process, Trustees received extensive information on the performance results of each Fund. 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 performance of the underlying funds, and the impact on performance of rebalancing decisions, cash and Fund fees. This included Lipper performance information on the Funds for the previous quarter, year-to-date, and previous one-, three- and five-year periods, to the extent the Funds were in existence for such periods. (For Funds that have been in existence for less than five years, the Board received performance information on shorter time periods to the extent available.) For example, in connection with the Board meeting held October 23, 2018, the Manager reported that for the five Funds for which performance information for the five year period ended June 30, 2018 was available, one was in the top 40%, three were in the middle 20%, and one was in the bottom 40%. Only one of these Funds was in the bottom 40% for the three- or one-year periods. The Manager reported that for the three-year period ended June 30, 2018, for the eight Funds for which three-year performance information was available, four Funds were in the top 40%, three Funds were in the middle 20%, and one Fund was in the bottom 40%. For the 12 Funds for which one-year performance information was available, for the one-year period ended June 30, 2018, seven Funds were in the top 40%, three Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, the Manager also reported upon the performance of the MVP Funds compared to custom managed-volatility peer groups. For the six Funds for which five-year performance information was available, for the five-year period ended June 30, 2018, four Funds were in the top 40% and two Funds were in the middle 20%. For the eight Funds for which three-year performance information was available, for the three-year period ended June 30, 2018, five Funds were in the top 40%, two Funds were in the middle 20%, and one was in the bottom 40%. For the 10 Funds for which one-year performance was available, for the one-year period ended June 30, 2018, six Funds were in the top 40%, two Funds were in the middle 20%, and two Funds were in the bottom 40%.

At the Board meeting held October 23, 2018, 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 Dynamic Funds the advisory fee paid put these Funds in the 48th percentile of the customized peer group. The Manager reported that for three MVP Index Strategy Funds the advisory fee paid put them in the 23rd percentile of the customized peer group, and for the AZL Balanced Index Strategy Fund the advisory fee paid put it in the 8th percentile of the customized peer group. The Manager reported that for the AZL DFA Multi-Strategy Fund, the advisory fee paid was in the 11th percentile. The Manager reported that for the AZL MVP BlackRock Global Strategy Plus, AZL MVP DFA Multi-Strategy, AZL MVP FIAM Multi-Strategy, and AZL MVP T. Rowe Price Capital Appreciation Plus Funds, the advisory fee paid was in the 10th percentile. (A lower percentile reflects lower fund fees and is better for fund shareholders.) 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 2015 through December 31, 2017. The Board 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 Board considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Board focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Board recognized that the Manager should earn a reasonable level of profits for the services it provides to each Fund.

The Board also considered that 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 AZL MVP Fusion Dynamic Funds, pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the AZL MVP Fusion Dynamic Funds’ underlying funds and the asset allocations among the underlying funds. The Manager, not any Fund, pays a consultant fee to Wilshire.

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 Board noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Board 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. The Board found there was no uniform methodology for establishing breakpoints that give effect to Fund-specific services provided by the Manager. The Board 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 Board 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 Board also noted that the total assets in all of the Funds, as of June 30, 2018, were approximately $11.2 billion and that the largest Fund, the AZL MVP Growth Index Strategy Fund, had assets of approximately $2.6 billion.

The Board noted that the Manager has agreed to temporarily limit Fund expenses under the Expense Limitation Agreement, which has the same effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of expense limits and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. The Board expects to continue to consider: (a) the extent to which economies of scale have been realized, and (b) whether the advisory fee should be modified, either in connection with the next renewal of the Agreements or by modifying the Expense Limitation Agreement, to reflect such economies of scale, if any.

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

 

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, one of whom is an “interested person” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, and their addresses, ages, positions held with the Trust, terms of office with the Trust and length of time served, principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

Name, Address, and
Year of Birth
 

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 (1947)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to 2016.   34   Argus Group Holdings and Subsidiaries; Northstar Group Holdings; Sterling Trust (Cayman) Ltd.; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance.

Peggy L. Ettestad (1957)

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   34   Luther College

Tamara Lynn Fagely (1958)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Retired; Chief Operations Officer, Hartford Funds, March 2012 to December 2013   34   Diamond Hill Funds (13 funds)

Richard H. Forde (1953)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 12/17   Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., October 2013 to present; Senior Vice President and Chief Investment Officer, CIGNA, 2004 to 2012   34   Connecticut Water Service, Inc.

Claire R. Leonardi (1955)

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   34   reSet Social Enterprise Investment Fund

Dickson W. Lewis (1948)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2014   34   None

Arthur C. Reeds, III (1944)

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired   34   Connecticut Water Service, Inc.

Interested Trustees(3)

Name, Address, and
Year of Birth
 

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

Brian Muench (1970)

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   34   None

 

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 (1970)

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 (1945)

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 (1963)

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 (1968)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering 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.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC     
These Funds are not FDIC Insured.    ANNRPT1218 2/19


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.

 

          2018      2017*  

(a)

   Audit Fees    $ 180,000      $ 162,600  

(b)

   Audit-Related Fees    $ 0      $ 6,000  
  

Related to the consent on Form N-1A for the annual registration statement.

     
          2018      2017*  

(c)

   Tax Fees    $ 54,000      $ 39,240  
  

Preparation of the funds’ federal income tax returns.

     
          2018      2017*  

(d)

   All Other Fees    $ 0      $ 0  

 

4(e)(1)

The Audit Committee (“Committee”) of the Registrant is responsible for pre-approving all audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Before the Registrant engages the independent auditor to render a service, the engagement must be either specifically approved by the Committee or entered into pursuant to the pre-approval policy. The Committee may delegate preapproval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Committee at its next scheduled meeting. The Committee may not delegate to management the Committee’s responsibilities to pre-approve services performed by the independent auditor. The Committee has delegated pre-approval authority to its Chairman for any services not exceeding $10,000.


4(e)(2)

During the previous two fiscal years, the Registrant did not receive any non-audit services pursuant to a waiver from the audit committee approval or pre-approval requirement under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

4(f)

Not applicable

 

4(g)

                

 

2018    2017*  

$54,000

   $ 45,240  

 

4(h)

Not applicable

 

*

Fees shown above for the year 2017 are those of the previous audit firm, KPMG LLP. Effective November 2, 2018, PricewaterhouseCoopers LLP replaced KPMG LLP as Principal Accountant.

 

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 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.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

 

Item 13.

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.

 

(a)(4)

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 28, 2019

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 28, 2019

 

By (Signature and Title)

 

/s/ Bashir C. Asad                                                                                                                           

  Bashir C. Asad, Principal Financial Officer & Principal Accounting Officer

 

Date February 28, 2019