POS EX

FILE NOS:   333-212561

   811-21624

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[   ]  Pre-Effective Amendment No.              [X]  Post-Effective Amendment No.    1

(Check appropriate box or boxes)

Exact Name of Registrant as Specified in Charter:      Allianz Variable Insurance Products Fund of Funds Trust	Area Code and Telephone Number:      763-765-6500
Address of Principal Executive Offices: (Number, Street, City, State, Zip Code)      5701 Golden Hills Drive, Minneapolis, MN 55416-1297
Name and Address of Agent for Service:      Erik T. Nelson      5701 Golden Hills Drive      Minneapolis, MN 55416-1297      With a copy to:      Michael J. Radmer, Esq.      Dorsey & Whitney LLP      50 South Sixth Street      Minneapolis, MN  55402	Proposed Effective Date: Upon Filing
(Number and Street) (City) (State) (Zip Code)

Calculation of Registration Fee under the Securities Act of 1933:

Title of Securities Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Shares of Beneficial Interest				No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940

Explanatory Note: This Post-Effective amendment is being filed for the sole purpose of filing opinions and consents with respect to the legality and tax matters related to the reorganizations described in the Registrant's previously filed Registration Statement on Form N-14. The Proxy Statement/Prospectus and Statement of Additional Information included in Parts A and B are incorporated by reference to the Registration Statements filed on July 15, 2016, as amended on August 16, 2016.

PART C:

OTHER INFORMATION

ITEM 15. INDEMNIFICATION

        The Trust's Agreement and Declaration of Trust provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, except if it is determined in the manner specified in the Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in or not opposed to the best interests of the Trust or that such indemnification would relieve any officer or Trustee of any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties or, in a criminal proceeding, such Trustee or officers had reasonable cause to believe their conduct was unlawful. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers.

         Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS

All exhibits included below and incorporated by reference refer to registration amendments to form N-1A unless otherwise specified.

Exhibit Number	Description of Exhibit
(1)	Agreement and Declaration of Trust, of the Allianz Variable Insurance Products Fund of Funds Trust, dated June 16, 2004 as amended May 1, 2006, filed on October 15, 2013 as Exhibit (a) to Registrant's Post-effective Amendment No. 18, is incorporated by reference.
(2)	By-laws, of the Allianz Variable Insurance Products Fund of Funds Trust, dated June 16, 2004 as amended May 1, 2006, filed on October 15, 2013 as Exhibit (b) to Registrant's Post-effective Amendment No. 18, is incorporated by reference.
(3)	Not Applicable
(4)	Agreement and Plan of Reorganization, filed on July 18, 2016 as Exhibit (4) to Registrant's Initial filing on Form N-14, is incorporated by reference.
(5)	See (1) and (2) above.
(6)(a)	Investment Management Agreement, dated December 2, 2004, between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Fund of Funds Trust, filed on December 30, 2004 as Exhibit (d)(1) to Registrant's Pre-effective Amendment No. 2, is incorporated by reference.

(6)(a)(i)	Revised Schedule A dated November 1, 2015, to the Investment Management Agreement, dated December 2, 2004, between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Fund of Funds Trust, filed on April 18, 2016 as Exhibit (d)(1)(i) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
(6)(a)(ii)	Revised Attachment 1, dated January 1, 2013, to Schedule A of  the Investment Management Agreement, dated December 2, 2004, between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Fund of Funds Trust, filed on April 24, 2013 as Exhibit (d)(1)(ii) to Registrant's Post-Effective Amendment No. 16, is incorporated by reference.
(7)(a)	Distribution Agreement, dated August 28, 2007, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and Allianz Life Financial Services, LLC, filed on April 29, 2008 to Registrant's Post-Effective Amendment No. 3, is incorporated by reference.
(7)(a)(i)	Revised Schedule I dated April 28, 2014, to the Distribution Agreement, dated August 28, 2007, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and Allianz Life Financial Services, LLC, filed on February 5, 2015 as Exhibit (e)(1)(i) to Registrant's Post-Effective Amendment No. 23, is incorporated by reference.
(7)(a)(ii)	Fee Agreement Letter dated August 28, 2007, to the Distribution Agreement between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and Allianz Life Financial Services, LLC, filed on February 2, 2009 as Exhibit (e)(1)(ii) to Registrant's Post-Effective Amendment No. 4, is incorporated by reference.
(7)(b)		Amended and Restated Participation Agreement, dated November 1, 2015, between Allianz Variable Insurance Products Fund of Funds Trust, Allianz Life Insurance Company of North America, and Allianz Life Financial Services, LLC, filed on April 18, 2016 as Exhibit (e)(2) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
(7)(c)		Amended and Restated Participation Agreement, dated November 1, 2015, between Allianz Variable Insurance Products Fund of Funds Trust, Allianz Life Insurance Company of New York, and Allianz Life Financial Services, LLC, filed on April 18, 2016 as Exhibit (e)(3) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
(8)		Not Applicable
(9)		Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on February 2, 2009 as Exhibit (g) to Registrant's Post-Effective Amendment No. 4, is incorporated by reference.

(9)(a)(i)		Amendments dated ; May 2, 2011, July 16, 2010, April 22, 2010, and October 26,2009 to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on December 13, 2011 as Exhibit (g)(1)(i) to Registrant's Post-Effective Amendment No. 11, is incorporated by reference.
(9)(a)(ii)		Custody and Securities Lending Fee Schedule dated October 1, 2011, between Allianz Life Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on December 13, 2011 as Exhibit (g)(1)(ii) to Registrant's Post-Effective Amendment No. 11, is incorporated by reference.
(9)(a)(iii)		Amendment dated October 31, 2013 to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed  on April 23, 2014 as Exhibit (g)(1)(iii) to Registrant's Post-Effective Amendment No. 21, is incorporated by reference.
(9)(a)(iv)		Amendments dated January 10, 2014 and April 28, 2014 to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on February 5, 2015 as Exhibit (g)(1)(iv) to Registrant's Post-Effective Amendment No. 23, is incorporated by reference.
(9)(a)(v)		Amendments dated October 27, 2014 and April 27, 2015, to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on April 21, 2015 as Exhibit (g)(1)(v) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
(9)(a)(vi)		Fourteenth Amendment dated October 30, 2015, to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on April 18, 2016 as Exhibit (g)(1)(vi) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
(10)	Not Applicable
(11)(a)	Pre-Effective Opinion and consent of Dorsey & Whitney LLP with respect to the legality of the securities being registered, filed on August 16, 2016, as Exhibit 11 to Registrant's Pre-Effective Amendment No. 1, is incorporated by reference. .
(11)(b)*	Post-Effective Opinion and consent of Dorsey & Whitney LLP with respect to the legality of the securities being registered, filed herewith.
(12)*	Opinion and consent of Ropes & Gray LLP with respect to tax matters, filed herewith.
(13)(a)		Services Agreement dated January 1, 2015, between Allianz Variable Insurance Products Fund of Funds Trust and Citi Fund Services Ohio, Inc., filed on February 5, 2015 as Exhibit (h)(1) to Registrant's Post-Effective Amendment No. 23, is incorporated by reference.

(13)(a)(i)		Amendment dated, April 1, 2015, to the Services Agreement dated January 1, 2015, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 21, 2015 as Exhibit (h)(1)(i) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
(13)(a)(ii)		Transfer Agency Agreement dated April 1, 2015, between Allianz Variable Insurance Products Fund of Funds Trust and Citi Fund Services Ohio, Inc., filed on April 21, 2015 as Exhibit (d)(1)(i) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
(13)(b)		PFO Services Agreement dated January 1, 2015, between Allianz Variable Insurance Products Fund of Funds Trust and Citi Fund Services Ohio, Inc., filed on February 5, 2015 as Exhibit (h)(2) to Registrant's Post-Effective Amendment No. 23, is incorporated by reference.
(13)(c)		Amended and Restated Administrative Services Agreement, dated November 1, 2014, by and among Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Investment Management LLC, filed on February 5, 2015 as Exhibit (h)(3) to Registrant's Post-Effective Amendment No. 23, is incorporated by reference.
(13)(d)		Amended and Restated Compliance Services Agreement, dated July 1, 2014, by and among Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Life Investment Management LLC, filed on February 5, 2015 as Exhibit (h)(4) to Registrant's Post-Effective Amendment No. 23, is incorporated by reference.
(13)(e)		Amended Expense Limitation Agreement, dated May 1, 2007, between Allianz Life Advisers LLC and Allianz Variable Insurance Products Fund of Funds Trust, filed on February 2, 2009 as Exhibit (h)(2) to Registrant's Post-Effective Amendment No. 4, is incorporated by reference.
(13)(e)(i)		Revised Exhibit A dated April 27, 2015, to the Amended Expense Limitation Agreement dated May 1, 2007, between Allianz Life Advisers LLC and Allianz Variable Insurance Products Fund of Funds Trust, filed on April 18, 2016 as Exhibit (h)(5)(i) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
(13)(e)(ii)		Amendment No. 1 dated January 23, 2012 to the Amended Expense Limitation Agreement dated May 1, 2007, between Allianz Life Advisers LLC and Allianz Variable Insurance Products Fund of Funds Trust, filed on April 26, 2012 as Exhibit (h)(2)(ii) to Registrant's Post-Effective Amendment No. 14, is incorporated by reference.
(13)(f)		Joint Insured Agreement dated November 3, 2010 between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Investment Management LLC, filed on April 28, 2011, as Exhibit (h)(6) to Registrant's Post-Effective Amendment No. 8, is incorporated by reference.
(14)	Consent of KPMG LLP with respect to financial statements of the Registrant, filed on July 18, 2016 as Exhibit (14) to Registrant's Initial filing on Form N-14, is incorporated by reference..

(15)	Not Applicable
(16)	Powers of Attorney, filed on July 18, 2016 as Exhibit (16) to Registrant's Initial filing on Form N-14, is incorporated by reference.
(17)(a)	Form of contract holder voting instructions, filed on July 18, 2016 as Exhibit (17)(a) to Registrant's Initial filing on Form N-14, is incorporated by reference.
(17)(b)	Prospectus of the acquired fund dated April 25, 2016 for shares of the Allianz Variable Insurance Products Fund of Funds trust, filed on April 18, 2016 as part of Registrants Post-Effective Amendment No. 28, is incorporated by reference.
(17)(c)	Annual report of the acquired fund, as of December 31, 2015, for the Allianz Variable Insurance Products Fund of Funds trust, filed by Registrant on March 9, 2016 under form N-CSR, is incorporated by reference.

      *filed herewith

ITEM 17.  UNDERTAKINGS.

         (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

         (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

         (3) The undersigned Registrant agrees to file, by post-effective amendment, an opinion of counsel or a copy of a ruling of the Internal Revenue Service supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion or ruling.

SIGNATURES

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Golden Valley, and the State of Minnesota, on the 2^nd day of November, 2016.

                                          ALLIANZ VARIABLE INSURANCE

                                          PRODUCTS FUND OF FUNDS TRUST

By: /s/ Brian Muench

      __________________________________________

      Brian Muench, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement of Allianz Variable Insurance Products Fund of Funds Trust has been signed below by the following persons in the capacities indicated on November 2, 2016.

Signature	Title
/s/ Peter R. Burnim*	Trustee
Peter R. Burnim
/s/ Peggy L. Ettestad*	Trustee
Peggy L. Ettestad
/s/Roger Gelfenbien*	Trustee
Roger A. Gelfenbien
/s/ Dickson W. Lewis*	Trustee
Dickson W. Lewis
/s/ Claire R. Leonardi*	Trustee
Claire R. Leonardi
/s/ Arthur C. Reeds III*	Trustee
Arthur C. Reeds III
/s/ Bashir Asad	Treasurer (principal financial and accounting officer)
Bashir Asad
/s/ Robert DeChellis*	Trustee
Robert DeChellis

By: /s/ Brian Muench

      ______________________________________

      Brian Muench, President

*Pursuant to powers of attorney filed as Exhibit (q) to this Registration Statement

EXHIBITS

TO

FORM N-14

POST-EFFECTIVE AMENDMENT NO. 1

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

INDEX TO EXHIBITS

	Exhibit	Description of Exhibit
(11)(b)		Opinion and Consent regarding Legality
(12)		Opinion and Consent regarding Tax Matters

EX-11.B

October 21, 2016

Allianz Variable Insurance Products Trust Allianz Variable Insurance Products Fund of Funds Trust

5701 Golden Hills Drive

Minneapolis, MN 55416

Ladies and Gentlemen:

We have acted as counsel to the Allianz Variable Insurance Products Trust, a Delaware statutory trust (the "VIP Trust"), on behalf of:

1. its three series, the AZL BlackRock Capital Appreciation Fund and the AZL Boston Company Research Growth Fund (each "VIP Acquired Funds"), and the AZL Russell 1000 Growth Index Fund (a "VIP Acquiring Fund");

2. its three series, the AZL Invesco International Equity Fund and the AZL JPMorgan International Opportunities Fund (each "VIP Acquired Funds"), and the AZL International Index Fund (a "VIP Acquiring Fund"); and

3. its three series, the AZL JPMorgan U.S. Equity Fund and the AZL MFS Investors Trust Fund (each "VIP Acquired Funds"), and the AZL S&P 500 Index Fund (a "VIP Acquiring Fund").

We also have acted as counsel to the Allianz Variable Insurance Products Fund of Funds Trust, a Delaware statutory trust (the "FOF Trust"), on behalf of its two series, the AZL MVP Fusion Growth Fund (the "FOF Acquired Fund") and the AZL MVP Growth Index Strategy Fund (the "FOF Acquiring Fund").

The VIP Acquired Funds and the FOF Acquired Fund may collectively be referred to as the "Acquired Funds," and the VIP Acquiring Funds and the FOF Acquiring Fund may be collectively referred to as the "Acquiring Funds" in connection with the Registration Statements on Form N‑14 (the "Registration Statements") relating to the sale by the VIP Trust and the FOF Trust of all of the assets of the VIP Acquired Funds, to the VIP Acquiring Funds and the FOF Acquired Fund to the FOF Acquiring Fund, respectively, in connection with (1) the Agreement and Plan of Reorganization dated as of August 8, 2016 (the "VIP Agreement"), by and among the VIP Trust on behalf of the VIP Acquired Funds and the VIP Trust on behalf of the VIP Acquiring Funds, and (2) the Agreement and Plan of Reorganization dated as of August 8, 2016 (the "FOF Agreement") (the VIP Agreement and the FOF Agreement may collectively be referred to as the "Agreements"), by and among the FOF Trust on behalf of the FOF Acquired Fund and the FOF Trust on behalf of the FOF Acquiring Fund.  All capitalized terms used herein and not defined herein shall have the same meaning as set forth in the Proxy Statements/Prospectuses dated August 25, 2016 or the Agreements, as the case may be.  The names of each Acquired Fund and the corresponding Acquiring Fund that are parties to each Reorganization are set forth on Schedule A.

Allianz Variable Insurance Products Trust

Allianz Variable Insurance Products Fund of Funds Trust

October 21, 2016

Page 2

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below.  In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.  We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Trusts, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.  As to questions of fact material to our opinions, we have relied upon certificates and certifications of officers of the Trusts and of public officials.  We have also assumed that the shares of the Acquiring Funds will be issued and sold as described in the Registration Statements.

Based on the foregoing, we are of the opinion that:

(i)the VIP Trust and the FOF Trust each is a statutory trust duly organized and validly existing under the laws of the state of Delaware and is an open-end investment company registered under the Investment Company Act of 1940;

(ii)each of the VIP Acquired Funds and the VIP Acquiring Funds is a series of the VIP Trust;

(iii)each of the FOF Acquired Fund and the FOF Acquiring Fund is a series of the  FOF Trust;

(iv)the VIP Agreement and the Reorganizations contemplated thereunder have been duly authorized and approved by all requisite action of the VIP Trust, the VIP Acquired Funds and the VIP Acquiring Funds, and the VIP Agreement has been duly executed by, and is a valid and binding obligation of, the VIP Trust;

(v)the FOF Agreement and the Reorganization contemplated thereunder have been duly authorized and approved by all requisite action of the FOF Trust, the FOF Acquired Fund and the FOF Acquiring Fund, and the FOF Agreement has been duly executed by, and is a valid and binding obligation of, the FOF Trust; and

(vi)the shares to be issued in each Reorganization are duly authorized and upon issuance in accordance with the Agreements will be validly issued, fully paid and non-assessable shares of the Acquiring Funds.

Very truly yours,

/s/ Dorsey & Whitney LLP

Dorsey & Whitney LLP

JVH/MJR:tlg

SCHEDULE A

Acquired Fund	Acquiring Fund
AZL BlackRock Capital Appreciation Fund AZL Boston Company Research Growth Fund	AZL Russell 1000 Growth Index Fund
AZL Invesco International Equity Fund AZL JPMorgan International Opportunities Fund	AZL International Index Fund
AZL JPMorgan U.S. Equity Fund AZL MFS Investors Trust Fund	AZL S&P 500 Index Fund
AZL MVP Fusion Growth Fund	AZL MVP Growth Index Strategy Fund

4850-2806-5594\1

EX-12

AZL MVP Fusion Growth Fund October 21, 2016

AZL MVP Growth Index Strategy Fund

October 21, 2016

AZL MVP Fusion Growth Fund

Allianz Variable Insurance Products Fund of Funds Trust

5701 Golden Hills Drive

Minneapolis, MN 55416-1297

AZL MVP Growth Index Strategy Fund

Allianz Variable Insurance Products Fund of Funds Trust

5701 Golden Hills Drive

Minneapolis, MN 55416-1297

Ladies and Gentlemen:

We have acted as counsel in connection with the Agreement and Plan of Reorganization  dated as of August 8, 2016 (the "Agreement") by and among Allianz Variable Insurance Products Fund of Funds Trust, a Delaware statutory trust ("FOF Trust") on behalf of one of its series, AZL MVP Growth Index Strategy Fund ("Acquiring Fund"),  FOF Trust, on behalf of another of its series AZL MVP Fusion Growth Fund ("Target Fund," and  together with Acquiring Fund, the "Funds"), and, solely for purposes of section 11 of the Agreement, Allianz Investment Management LLC.  With respect to Target Fund and Acquiring Fund, the Agreement describes a proposed transaction (the "Reorganization") to occur on the date of this letter (the "Closing Date"), pursuant to which Acquiring Fund will acquire all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund, following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in complete liquidation and termination of Target Fund.  This opinion as to certain U.S. federal income tax consequences of the Reorganization is furnished to you, for the benefit of Target Fund and Acquiring Fund, pursuant to section 9 of the Agreement.  Capitalized terms not defined herein are used herein as defined in the Agreement.

AZL MVP Fusion Growth Fund October 21, 2016

AZL MVP Growth Index Strategy Fund

Target Fund is a series of FOF Trust, which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company.  Shares of Target Fund are redeemable at net asset value at each shareholder's option.  Target Fund has elected to be a regulated investment company for U.S. federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code").

Acquiring Fund is a series of FOF Trust, which is registered under the 1940 Act as an open-end management investment company.  Shares of Acquiring Fund are redeemable at net asset value at each shareholder's option.Acquiring Fund has elected to be a regulated investment company for U.S. federal income tax purposes under Section 851 of the Code.

Target Fund and Acquiring Fund each issue and sell shares to separate accounts of

Allianz Life Insurance Company of North America ("Allianz Life") and Allianz Life Insurance

Company of New York ("Allianz Life of NY").  These separate accounts hold shares of mutual

funds, including Target Fund and Acquiring Fund, that serve as funding vehicles for benefits under variable annuity contracts (each, a "Contract") issued by Allianz Life and Allianz Life of NY.  References herein to "shareholders" of Target Fund or Acquiring Fund are to the separate accounts (and other permitted shareholders) that own shares in Target Fund or Acquiring Fund.

For purposes of this opinion, we have considered the Agreement, the Combined Prospectus/Proxy Statement dated July 15, 2016 and such other items as we have deemed necessary to render this opinion.  In addition, you have provided us with letters dated as of the date hereof (the "Representation Letters"), representing as to certain facts, occurrences and information upon which you have indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above).

In reviewing the foregoing materials, we have assumed, with your permission, the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents.  We have further assumed that (i) all parties to the Agreement and any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents, and that the Reorganization will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions and (ii) all representations contained in the Agreement, as well as those representations contained in the Representation Letters, are true and complete.

Opinion

Based on and subject to the foregoing and subject to the final paragraphs hereof, we are of the opinion that, for U.S. federal income tax purposes, it is more likely than not that:

2

AZL MVP Fusion Growth Fund October 21, 2016

AZL MVP Growth Index Strategy Fund

(i) The Reorganization will constitute a "reorganization" within the meaning of Section 368(a)(1) of the Code, and Target Fund and Acquiring Fund will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code;

(ii) Under Section 1032 of the Code, Acquiring Fund will not recognize gain or loss upon the receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all the liabilities of Target Fund;

(iii) Under Section 362(b) of the Code, Acquiring Fund's tax basis in the assets of Target Fund transferred to Acquiring Fund in the Reorganization will be the same as Target Fund's tax basis immediately prior to the transfer, adjusted for any gain or loss required to be recognized as described in (v) below;

(iv) Under Section 1223(2) of the Code, Acquiring Fund's holding periods in the assets received from Target Fund in the Reorganization, other than certain assets with respect to which gain or loss is required to be recognized as described in (v) below, will include the periods during which such assets were held or treated for U.S. federal income tax purposes as being held by Target Fund;

(v) Under Sections 361 and 357 of the Code, Target Fund will recognize no gain or loss upon (a) the transfer of all of its assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Target Fund, or (b) the distribution of Acquiring Fund Shares by Target Fund to its shareholders in liquidation, except for (A) any gain or loss recognized on (1) "Section 1256 contracts" as defined in Section 1256(b) of the Code or (2) stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (B) any other gain or loss required to be recognized by reason of the Reorganization (1) as a result of the closing of the tax year of Target Fund, (2) upon the termination of a position, or (3) upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code;

(vi) Under Section 354 of the Code, the shareholders of Target Fund will not recognize gain or loss upon the exchange of their Target Fund shares for Acquiring Fund Shares;

(vii) Under Section 358 of the Code, the aggregate tax basis of Acquiring Fund Shares that a Target Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Target Fund shares exchanged therefor;

3

AZL MVP Fusion Growth Fund October 21, 2016

AZL MVP Growth Index Strategy Fund

(viii) Under Section 1223(1) of the Code, a Target Fund shareholder's holding period for the Acquiring Fund Shares received in the Reorganization will include the shareholder's holding period for the Target Fund shares exchanged therefor, provided that the shareholder held those Target Fund shares as capital assets on the date of the exchange; and

(ix) Acquiring Fund will succeed to and take into account the items of Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder.

We believe it is more likely than not that (i) Acquiring Fund will continue Target Fund's historic business, within the meaning of Treas. Reg. § 1.368-1(d), as an open-end management investment company serving as a funding vehicle for variable products that seeks long-term capital appreciation by investing in equity securities as well as fixed income securities, principally through investment in equity and fixed income securities of other mutual funds, and (ii) the continuity of business enterprise test required for qualification under Section 368(a) of the Code is therefore met.   We note that Target Fund achieves its desired asset allocation by investing in a broad range of affiliated Underlying Funds, which are predominantly actively-managed funds, whereas Acquiring Fund achieves its desired asset allocation by investing in a combination of five affiliated underlying index funds, all of which are passively-managed funds and follow the general strategy of tracking the performance of a specific market index. The only guidance applying the continuity of business enterprise test to investment companies is Revenue Ruling 87-76, 1987-2 C.B. 84, which concluded that a municipal bond fund and a balanced fund were not in the same line of business. Even on the assumption that the ruling is correct, we do not believe that it is controlling in the instant case. In our opinion, it is more likely than not that the continuity of business enterprise test required for qualification under Section 368(a) of the Code is met in the Reorganization.

You should recognize that our opinions are not binding on the IRS. No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above.

[Remainder of page intentionally left blank.]

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AZL MVP Fusion Growth Fund October 21, 2016

AZL MVP Growth Index Strategy Fund

Our opinion is based on the Code, Treasury Regulations, IRS rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion.  The legal authorities on which this opinion is based may be changed at any time.  Any such changes may be retroactively applied and could modify the opinions expressed above. We undertake no obligation to update or supplement this opinion to reflect any such changes that may occur.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

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