POS EX 1 mvpgrowthn14posex.htm MVP GROWTH N14 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 2nd 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