Allianz Life Insurance Company of North America, et al; Notice of Application, 52939-52943 [2016-18913]

Download as PDF Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–IEX– 2016–07, and should be submitted on or before August 31, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.47 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–18912 Filed 8–9–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. IC–32207; File No. 812–14580] Allianz Life Insurance Company of North America, et al; Notice of Application August 3, 2016. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of application for an order approving the substitution of certain securities pursuant to section 26(c) of the Investment Company Act of 1940, as amended (‘‘Act’’) and an order of exemption pursuant to section 17(b) of the Act from section 17(a) of the Act. AGENCY: Allianz Life Insurance Company of North America (‘‘Allianz Life’’) and Allianz Life Insurance Company of New York (‘‘Allianz NY’’) (together the ‘‘Insurance Company Applicants’’); their respective separate accounts, Allianz Life Variable Account A (‘‘Allianz Account A’’), Allianz Life Variable Account B (‘‘Allianz Account mstockstill on DSK3G9T082PROD with NOTICES APPLICANTS: 47 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:34 Aug 09, 2016 Jkt 238001 B’’), and Allianz Life of NY Variable Account C (‘‘Allianz Account C’’) (collectively, the ‘‘Separate Accounts’’ and together with the Insurance Company Applicants, the ‘‘Section 26 Applicants’’); and Allianz Variable Insurance Products Trust (the ‘‘VIP Trust’’ and collectively with the Section 26 Applicants, the ‘‘Section 17 Applicants’’). SUMMARY OF APPLICATION: The Applicants seek an order pursuant to section 26(c) of the Act, approving the substitution of shares issued by certain investment portfolios of registered investment companies (the ‘‘Target Funds’’) for the shares of certain investment portfolios of registered investment companies (the ‘‘Destination Funds’’), held by the Separate Accounts to support certain variable life insurance policies and variable annuity contracts (the ‘‘Contracts’’) issued by Allianz Life and Allianz NY (the ‘‘Substitutions’’). The Section 17 Applicants seek an order pursuant to section 17(b) of the Act exempting them from section 17(a) of the Act to the extent necessary to permit them to engage in certain in-kind transactions in connection with the Substitutions. FILING DATE: The application was filed on November 16, 2015 and amended on June 27, 2016. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on August 26, 2016, and should be accompanied by proof of service on applicants in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the requester’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to Commission’s Secretary. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090. Applicants: Allianz Life Insurance Company of North America, Allianz Life Variable Account A, and Allianz Life Variable Account B, 5701 Golden Hills Dr., Minneapolis, MN 55416–1297; Allianz Life Insurance Company of New York, and Allianz Life of NY Variable Account C, 28 Liberty Street, 38th Floor, New York, NY 10005–1423; and Allianz PO 00000 Frm 00130 Fmt 4703 Sfmt 4703 52939 Variable Insurance Products Trust, 5701 Golden Hills Drive, Minneapolis, MN 55416–1297. FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, at (202) 551–6990 or Mary Kay Frech, Branch Chief, at (202) 551–6821 (Chief Counsel’s Office, Division of Investment Management). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s Web site by searching for the file number, or for an applicant using the Company name box, at http:// www.sec.gov/search/search.htm, or by calling (202) 551–8090. Applicants’ Representations 1. Allianz Life is a stock life insurance company organized under the laws of the state of Minnesota. Allianz Life offers fixed and variable annuities and individual life insurance. Allianz Life is licensed to do direct business in 49 states and the District of Columbia. Allianz Life is an indirect, whollyowned subsidiary of Allianz SE., a European stock corporation. 2. Allianz NY is a stock life insurance company organized under the laws of the state of New York. Allianz NY offers fixed and variable annuities. Allianz NY is licensed to do direct business in six states, including New York and the District of Columbia. Allianz NY is a wholly-owned subsidiary of Allianz Life, and an indirect, wholly-owned subsidiary of Allianz SE. 3. Allianz Account A is a segregated asset account of Allianz Life established under Minnesota insurance laws. Allianz Account A is used to fund certain variable life insurance policies issued by Allianz Life. Allianz Account A is divided into a number of subaccounts (each a ‘‘Subaccount’’), each of which invests in and reflects the investment performance of a specific underlying registered investment company or portfolio thereof (each an ‘‘Investment Option’’). Allianz Account A is registered as a unit investment trust under the Act. 4. Allianz Account B is a segregated asset account of Allianz Life established under Minnesota insurance laws. Allianz Account B is used to fund certain variable annuity contracts issued by Allianz Life. Allianz Account B is divided into a number of Subaccounts, each of which invests in and reflects the investment performance of a specific Investment Option. Allianz Account B is registered as a unit investment trust under the Act. 5. Allianz Account C is a segregated asset account of Allianz NY established E:\FR\FM\10AUN1.SGM 10AUN1 52940 Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices under New York insurance laws. Allianz Account C is used to fund certain variable annuity contracts issued by Allianz NY. Allianz Account C is divided into a number of Subaccounts, each of which invests in and reflects the investment performance of a specific Investment Option. Allianz Account C is registered as a unit investment trust under the Act. 6. Allianz Life and Allianz NY have registration statements with the Commission for Contracts sponsored by the Separate Accounts that offer one or more of the Target Funds as an Investment Option. Under the Contracts, the Insurance Company Applicants reserve the right, subject to Commission approval and compliance with applicable laws, to substitute one of the Investment Options with another Investment Option after appropriate notice. Moreover, the Contracts permit the Insurance Company Applicants to limit allocation of purchase payments to one or more Subaccounts that invest in an Investment Option. The prospectuses or statements of additional information for the Contracts also contain appropriate disclosure of these rights. 7. Each Insurance Company Applicant, on behalf of itself and its Separate Account(s), proposes to substitute shares of the Target Funds that are held in Subaccounts of their Separate Accounts with shares of the corresponding Destination Funds, as shown in the table below. Substitution target fund Destination fund mstockstill on DSK3G9T082PROD with NOTICES 1. Invesco V.I. International Growth Fund Series1 .............................................. 2. Oppenheimer Global Fund/VA Non-Service Shares ....................................... 3. SP International Growth Portfolio Class II ....................................................... 4. Templeton Foreign VIP Fund Class 1 ............................................................. Templeton Foreign VIP Fund Class 2 ................................................................. 5. Alger MidCap Growth Portfolio Class 1 ........................................................... 6. Franklin Small-Mid Cap Growth VIP Fund Class 1 ......................................... Franklin Small-Mid Cap Growth VIP Fund Class 2 ............................................. 7. Franklin Global Real Estate VIP Fund Class 1 ............................................... Franklin Global Real Estate VIP Fund Class 2 ................................................... 8. Franklin High Income VIP Fund Class 1 ......................................................... Franklin High Income VIP Fund Class 2 ...................................................... 9. Alger Capital Appreciation Portfolio Class 1 ................................................... 10. Alger Large Cap Growth Portfolio Class 1 .................................................... 11. Franklin Large Cap Growth VIP Fund Class 1 .............................................. Franklin Large Cap Growth VIP Fund Class 2 ............................................. 12. Invesco V.I. American Franchise Fund Series I ............................................ Invesco V.I. American Franchise Fund Series II .......................................... 13. Jennison Portfolio Class II ............................................................................. 14. Davis VA Value Portfolio Class 1 .................................................................. 15. Franklin Growth and Income VIP Fund Class 1 ............................................ Franklin Growth and Income VIP Fund Class 2 ........................................... 16. Invesco V.I. Growth & Income Fund Series I ................................................ 17. Invesco V.I. Core Equity Fund Series I ......................................................... 18. JPMorgan Insurance Trust U.S. Equity Portfolio Class 1 ............................. 19. Oppenheimer Main Street Fund/VA Class 1 ................................................. 20. Alger Small Cap Growth Portfolio Class 1 .................................................... 21. Columbia Variable Portfolio—Select Smaller-Cap Value Fund Class 1 ....... 22. Franklin Small Cap Value VIP Fund Class 1 ................................................ Franklin Small Cap Value VIP Fund Class 2 ............................................... 8. The Destination Funds are all series of the VIP Trust, a Delaware statutory trust registered as an open-end management investment company under the Act and whose shares are registered under the Securities Act of 1933. 9. Shares of the VIP Trust are sold to separate accounts of Allianz Life and Allianz NY for the purpose of funding the Contracts. The Destination Funds are managed by Allianz Investment Management LLC (‘‘AIM’’), an affiliate of the Insurance Company Applicants. AIM is registered as an investment adviser under the Investment Advisers Act of 1940. 10. The Insurance Company Applicants state that the proposed Substitutions are part of an ongoing effort to make their Contracts more attractive to existing and prospective Contract owners and to make the VerDate Sep<11>2014 17:34 Aug 09, 2016 Jkt 238001 AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL AZL International Index Fund Class 1. International Index Fund Class 1. International Index Fund Class 2. International Index Fund Class 1. International Index Fund Class 2. Mid Cap Index Fund Class 1. Mid Cap Index Fund Class 1. Mid Cap Index Fund Class 2 . Morgan Stanley Global Real Estate Fund Class 1. Morgan Stanley Global Real Estate Fund Class 2. Pyramis Total Bond Fund Class 1. Pyramis Total Bond Fund Class 2. Russell 1000 Growth Index Fund Class 1. Russell 1000 Growth Index Fund Class 1. Russell 1000 Growth Index Fund Class 1. Russell 1000 Growth Index Fund Class 2. Russell 1000 Growth Index Fund Class 1. Russell 1000 Growth Index Fund Class 2. Russell 1000 Growth Index Fund Class 2. Russell 1000 Value Index Fund Class 1. Russell 1000 Value Index Fund Class 1. Russell 1000 Value Index Fund Class 2. Russell 1000 Value Index Fund Class 1. S&P 500 Index Fund Class 1. S&P 500 Index Fund Class 1. S&P 500 Index Fund Class 1. Small Cap Stock Index Fund Class 1. Small Cap Stock Index Fund Class 1. Small Cap Stock Index Fund Class 1. Small Cap Stock Index Fund Class 2. Contracts more efficient to administer. The Section 26 Applicants state that the Substitutions are designed and intended to simplify the menu of Investment Options by eliminating certain overlapping fund offerings that duplicate one another by having substantially similar investment objectives, strategies and risks. Additional information for each Target Fund and the corresponding Destination Fund, including investment objectives, principal investment strategies, principal risks, and performance can be found in the application. 11. Applicants state that for all Substitutions, the management fees and total annual fund operating expenses of each Destination Fund are lower than those of the corresponding Target Fund. The application sets forth the fees and expenses of each Target Fund and its PO 00000 Frm 00131 Fmt 4703 Sfmt 4703 corresponding Destination Fund in greater detail. 12. The proposed Substitutions will be described in supplements to the applicable prospectuses for the Contracts filed with the Commission (‘‘Supplements’’) and delivered to all affected Contract owners at least 30 days before the date the proposed Substitution is effected (‘‘Substitution Date’’). The Supplements will give Contract owners notice of the respective Insurance Company Applicant’s intent to take the necessary actions, including seeking the order requested by the application, to substitute shares of the Target Funds as described in the application on the Substitution Date. The Supplements also will advise Contract owners that for at least thirty (30) days before the Substitution Date, Contract owners are permitted to transfer all of or a portion of their E:\FR\FM\10AUN1.SGM 10AUN1 mstockstill on DSK3G9T082PROD with NOTICES Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices Contract value out of any Subaccount investing in a Target Fund to any other available Subaccounts offered under their Contract without any transfer charge or limitation and without the transfer being counted as a transfer for purposes of transfer limitations and fees that would otherwise be applicable under the terms of the Contracts. 13. The Section 26 Applicants will send the Supplements to all existing Contract owners. Prospective purchasers and new purchasers of Contracts will be provided with a Contract prospectus and the Supplements, as well as prospectuses and supplements for the Destination Funds. 14. In addition to the Supplements distributed to Contract owners, within five (5) business days after the Substitution Date, the Insurance Company Applicants will send Contract owners a written confirmation of the completed proposed Substitutions in accordance with rule 10b-10 under the Securities Exchange Act of 1934. The confirmation statement will include or be accompanied by a statement that reiterates the free transfer rights disclosed in the Supplements. The Insurance Company Applicants also will send each Contract owner current prospectuses for the Destination Funds involved to the extent that they have not previously received a copy. 15. Each Substitution will take place at the applicable Target and Destination Funds’ relative per share net asset values determined on the Substitution Date in accordance with section 22 of the Act and rule 22c–1 under the Act. Accordingly, applicants state that the proposed Substitutions will have no negative financial impact on any Contract owner. Each proposed Substitution will be effected by having each Target Fund Subaccount redeem its Target Fund shares in cash and/or inkind on the Substitution Date at net asset value per share and purchase shares of the appropriate Destination Fund at net asset value per share calculated on the same date. The process for accomplishing the transfer of assets from each Target Fund to its corresponding Destination Fund will be determined on a case-by-case basis. In some cases, it is expected that the Substitutions will be effected by redeeming shares of a Target Fund for cash and using the cash to purchase shares of the Destination Fund. In other cases, it is expected that the Substitutions will be effected by redeeming the shares of a Target Fund in-kind; those assets will then be contributed in-kind to the corresponding Destination Fund to purchase shares of that fund. VerDate Sep<11>2014 17:34 Aug 09, 2016 Jkt 238001 16. The Insurance Company Applicants or an affiliate will pay all expenses and transaction costs reasonably related to the proposed Substitutions. Applicants state that no costs of the proposed Substitutions will be borne directly or indirectly by Contract owners. Contract owners will not incur any fees or charges as a result of the proposed Substitutions, nor will their rights or the obligations of the Insurance Company Applicants under the Contracts be altered in any way. Applicants state that the proposed Substitutions will not cause the fees and charges under the Contracts currently being paid by Contract owners to be greater after the proposed Substitutions than before the proposed Substitutions. 17. The Section 26 Applicants further agree that they will cause AIM, as the manager of each Destination Fund, to enter into a written contract with the Destination Funds, whereby, during the two (2) years following the Substitution Date, the annual net operating expenses of each Destination Fund will not exceed, on an annualized basis, the annual net operating expenses of any corresponding Target Fund for fiscal year 2015. The Section 26 Applicants further agree that separate account charges for any Contract owner on the Substitution Date, will not be increased at any time during the two year period following the Substitution Date. Legal Analysis 1. The Section 26 Applicants request that the Commission issue an order pursuant to section 26(c) of the Act approving the proposed Substitutions. Section 26(c) of the Act prohibits any depositor or trustee of a unit investment trust that invests exclusively in the securities of a single issuer from substituting the securities of another issuer without the approval of the Commission. Section 26(c) provides that such approval shall be granted by order of the Commission if the evidence establishes that the substitution is consistent with the protection of investors and the purposes of the Act. 2. Applicants submit that each of the proposed Substitutions meet the standards set forth in section 26(c) and that, if implemented, the Substitutions would not raise any of the concerns underlying this provision. Applicants state that each Destination Fund and its corresponding Target Fund have substantially similar investment objectives, principal investment strategies, and principal risks. The applicants also state that the management fees and total annual fund operating expenses of each Destination PO 00000 Frm 00132 Fmt 4703 Sfmt 4703 52941 Fund are lower than those of the corresponding Target Fund. 3. Applicants also assert that the proposed Substitutions are consistent with the principles and purposes of section 26(c) and do not entail any of the abuses that section 26(c) is designed to prevent. Applicants state that the proposed Substitutions, therefore, will not result in the type of costly forced redemptions that section 26(c) was designed to guard against and are consistent with the protection of investors and the purposes fairly intended by the Act. 4. The Section 17 Applicants request that the Commission issue an order pursuant to section 17(b) of the Act exempting them from section 17(a) of the Act to the extent necessary to permit them to carry out the Substitutions by redeeming shares issued by each applicable Target Fund in-kind and using the securities distributed as redemption proceeds to purchase shares issued by the applicable Destination Funds (the ‘‘In-Kind Transactions’’). 5. Section 17(a)(1) of the Act prohibits any affiliated person of a registered investment company, or an affiliated person of an affiliated person, acting as principal, from selling any security or other property to such registered investment company. Section 17(a)(2) of the Act prohibits any of the persons described above, acting as principal, from purchasing any security or other property from such registered investment company. 6. Applicants may be considered affiliates of the Destination Funds based upon the definition of ‘‘affiliated person’’ in section 2(a)(3) of the Act. The majority of the shares of each fund of the VIP Trust are held by the Separate Accounts. Because shares held by a separate account of an insurance company are legally owned by the insurance company, Allianz Life and Allianz NY and their affiliates collectively own of record the majority of the shares of each fund of the VIP Trust, including the Destination Funds. Further, AIM, an affiliated person of the VIP Trust by virtue of section 2(a)(3)(E) of the Act, is a wholly owned subsidiary of Allianz Life. For these reasons, the VIP Trust and the Destination Funds are arguably under the control of Allianz Life and Allianz NY notwithstanding the fact that Contract owners may be considered the beneficial owners of those shares held in the Separate Accounts. If the VIP Trust and the Destination Funds are under the control of Allianz Life and Allianz NY, then each of Allianz Life and Allianz NY, or any person controlling Allianz Life and Allianz NY, or any person under E:\FR\FM\10AUN1.SGM 10AUN1 mstockstill on DSK3G9T082PROD with NOTICES 52942 Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices common control with Allianz Life and Allianz NY, is an affiliated person of the VIP Trust and the Destination Funds. Similarly, if the VIP Trust and the Destination Funds are under the control of Allianz Life and Allianz NY, then the VIP Trust and the Destination Funds are affiliated persons of Allianz Life and Allianz NY, and of any persons that control Allianz Life and Allianz NY or are under common control with Allianz Life and Allianz NY. 7. At the close of business on the Substitution Date, the Insurance Company Applicants will redeem shares of each Target Fund either in-kind or in cash, or a combination thereof, and use the proceeds of such redemptions to purchase shares of the corresponding Destination Fund, with each Subaccount of the applicable Separate Account investing the proceeds of its redemption from the Target Fund in the corresponding Destination Fund. Thus, the proposed transactions may involve a transfer of portfolio securities by each Target Fund to Allianz Life and Allianz NY. Immediately thereafter, Allianz Life and Allianz NY would purchase shares of the corresponding Destination Fund with the portfolio securities and/or cash received from the applicable Target Fund. This aspect of the Substitution may be deemed to involve one or more sales by Allianz Life or Allianz NY of securities or other property to the applicable Destination Fund, and could therefore be viewed as being prohibited by section 17(a) of the Act. Accordingly, the Section 17 Applicants seek relief from section 17(a) of the Act for the inkind purchases and sales of the Destination Fund shares. 8. The Section 17 Applicants submit that the terms of the proposed In-Kind Transactions, including the consideration to be paid and received, are reasonable and fair, and do not involve overreaching on the part of any person concerned because: (1) the proposed In-Kind Transactions will not adversely affect or dilute the interests of Contract owners; and (2) the proposed In-Kind Transactions will comply with the conditions set forth in rule 17a–7 under the Act, other than the requirement relating to cash consideration. Even though the proposed In-Kind Transactions will not comply with the cash consideration requirement of paragraph (a) of rule 17a–7, the terms of the proposed InKind Transactions will offer to the relevant Target and Destination Funds the same degree of protection from overreaching that rule 17a–7 generally provides in connection with the purchase and sale of securities under that rule in the ordinary course of VerDate Sep<11>2014 17:34 Aug 09, 2016 Jkt 238001 business. In particular, the Section 17 Applicants cannot effect the proposed In-Kind Transactions at a price that is disadvantageous to either a Target Fund or a Destination Fund, and the proposed In-Kind Transactions will not occur absent an exemptive order from the Commission. 9. The Section 17 Applicants also submit that the proposed In-Kind Transactions are, or will be, consistent with the policies of each Target Fund and corresponding Destination Fund as stated in their respective registration statements and reports filed with the Commission. Finally, the Section 17 Applicants submit that the proposed InKind Transactions are consistent with the general purposes of the Act. Applicants’ Conditions The Section 26 Applicants agree that any order granting the requested relief will be subject to the following conditions: 1. The proposed Substitutions will not be effected unless the Insurance Company Applicants determine that: (a) the Contracts allow the substitution of shares of registered open-end investment companies in the manner contemplated by the application; (b) the proposed Substitutions can be consummated as described in the application under applicable insurance laws; and (c) any regulatory requirements in each jurisdiction where the Contracts are qualified for sale have been complied with to the extent necessary to complete the proposed Substitutions. 2. The Insurance Company Applicants or their affiliates will pay all expenses and transaction costs of the proposed Substitutions, including legal and accounting expenses, any applicable brokerage expenses and other fees and expenses. No fees or charges will be assessed to the Contract owners to effect the proposed Substitutions. 3. The proposed Substitutions will be effected at the relative net asset values of the respective shares in conformity with section 22(c) of the Act and rule 22c–1 thereunder without the imposition of any transfer or similar charges by the Section 26 Applicants. The proposed Substitutions will be effected without change in the amount or value of any Contracts held by affected Contract owners. 4. The proposed Substitutions will in no way alter the tax treatment of affected Contract owners in connection with their Contracts, and no tax liability will arise for affected Contract owners as a result of the proposed Substitutions. PO 00000 Frm 00133 Fmt 4703 Sfmt 4703 5. The rights or obligations of the Insurance Company Applicants under the Contracts of affected Contract owners will not be altered in any way. The proposed Substitutions will not adversely affect any riders under the Contracts since each of the Destination Funds is an allowable Investment Option for use with such riders. 6. Affected Contract owners will be permitted to make at least one transfer of Contract value from the Subaccount investing in the Target Fund (before the Substitution Date) or the Destination Fund (after the Substitution Date) to any other available Investment Option under the Contract without charge for a period beginning at least 30 days before the Substitution Date through at least 30 days following the Substitution Date. Except as described in any market timing/short-term trading provisions of the relevant prospectus, the Insurance Company Applicants will not exercise any right it may have under the Contract to impose restrictions on transfers between the Subaccounts under the Contracts, including limitations on the future number of transfers, for a period beginning at least 30 days before the Substitution Date through at least 30 days following the Substitution Date. 7. All affected Contract owners will be notified, at least 30 days before the Substitution Date about: (a) the intended Substitution of the Target Funds with the Destination Funds; (b) the intended Substitution Date; and (c) information with respect to transfers as set forth in Condition 6 above. In addition, Insurance Company Applicants will deliver to all affected Contract owners, at least 30 days before the Substitution Date, a prospectus for each applicable Destination Fund. 8. Insurance Company Applicants will deliver to each affected Contract owner within five (5) business days of the Substitution Date a written confirmation which will include: (a) a confirmation that the proposed Substitutions were carried out as previously notified; (b) a restatement of the information set forth in the Supplements; and (c) before and after account values. 9. The Section 26 Applicants will cause AIM, as the Manager of each Destination Fund, to enter into a written contract with the Destination Funds, whereby, during the two (2) years following the Substitution Date, the annual net operating expenses of each Destination Fund will not exceed, on an annualized basis, the annual net operating expenses of any corresponding Target Fund for fiscal 2015. The Section 26 Applicants further agree that separate account charges for E:\FR\FM\10AUN1.SGM 10AUN1 Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices any Contract owner on the Substitution Date will not be increased at any time during the two year period following the Substitution Date. For the Commission, by the Division of Investment Management, under delegated authority. Robert W. Errett, Deputy Secretary. [FR Doc. 2016–18913 Filed 8–9–16; 8:45 am] BILLING CODE 8011–01–P SOCIAL SECURITY ADMINISTRATION [Docket No. SSA 2016–0026] Privacy Act of 1974, as Amended; Computer Matching Program (SSA/ Department of Defense (DoD), Defense Manpower Data Center (DMDC))— Match Number 1004 AGENCY: Social Security Administration (SSA). Notice of a renewal of an existing computer matching program that will expire on September 14, 2016. ACTION: In accordance with the provisions of the Privacy Act, as amended, this notice announces a renewal of an existing computer matching program that we are currently conducting with DoD. DATES: We will file a report of the subject matching program with the Committee on Homeland Security and Governmental Affairs of the Senate; the Committee on Oversight and Government Reform of the House of Representatives; and the Office of Information and Regulatory Affairs, Office of Management and Budget (OMB). The matching program will be effective as indicated below. ADDRESSES: Interested parties may comment on this notice by either telefaxing to (410) 966–0869 or writing to the Acting Executive Director, Office of Privacy and Disclosure, Office of the General Counsel, Social Security Administration, 617 Altmeyer Building, 6401 Security Boulevard, Baltimore, MD 21235–6401. All comments received will be available for public inspection at this address. FOR FURTHER INFORMATION CONTACT: The Acting Executive Director, Office of Privacy and Disclosure, Office of the General Counsel, as shown above. SUPPLEMENTARY INFORMATION: mstockstill on DSK3G9T082PROD with NOTICES SUMMARY: A. General The Computer Matching and Privacy Protection Act of 1988 (Public Law (Pub. L.) 100–503), amended the Privacy Act (5 U.S.C. 552a) by describing the VerDate Sep<11>2014 17:34 Aug 09, 2016 Jkt 238001 conditions under which computer matching involving the Federal government could be performed and adding certain protections for persons applying for, and receiving, Federal benefits. Section 7201 of the Omnibus Budget Reconciliation Act of 1990 (Pub. L. 101–508) further amended the Privacy Act regarding protections for such persons. The Privacy Act, as amended, regulates the use of computer matching by Federal agencies when records in a system of records are matched with other Federal, State, or local government records. It requires Federal agencies involved in computer matching programs to: (1) Negotiate written agreements with the other agency or agencies participating in the matching programs; (2) Obtain approval of the matching agreement by the Data Integrity Boards of the participating Federal agencies; (3) Publish notice of the computer matching program in the Federal Register; (4) Furnish detailed reports about matching programs to Congress and OMB; (5) Notify applicants and beneficiaries that their records are subject to matching; and (6) Verify match findings before reducing, suspending, terminating, or denying a person’s benefits or payments. B. SSA Computer Matches Subject to the Privacy Act We have taken action to ensure that all of our computer matching programs comply with the requirements of the Privacy Act, as amended. Glenn Sklar, Acting Executive Director, Office of Privacy and Disclosure, Office of the General Counsel. Notice of Computer Matching Program, SSA with the Department of Defense (DoD) A. PARTICIPATING AGENCIES: 52943 eligibility/entitlement factors and other relevant information. We obtain additional information as necessary before making any determinations of eligibility/payment or entitlement/ benefit amounts or adjustments thereto. With respect to military retirement payments to SSI recipients and SVB beneficiaries who are retired members of the Uniformed Services or their survivors, we will accomplish this task by computer matching with DoD/ DMDC. C. AUTHORITY FOR CONDUCTING THE MATCHING PROGRAM: The legal authority for this exchange is sections 806(b) and 1631(e)(1)(B) and (f) of the Social Security Act (Act) (42 U.S.C. 1006(b) and 1383(e)(1)(B) and (f)). Our legal authority to disclose data to DoD/DMDC is section 1106(a) of the Act (42 U.S.C. 1306(a)) and the Privacy Act of 1974 (5 U.S.C. 552a(b)(3)). D. CATEGORIES OF RECORDS AND PERSONS COVERED BY THE MATCHING PROGRAM: We will provide DoD/DMDC with an electronic query file. Upon receipt of the electronic file, DoD/DMDC will perform a computer match using all nine digits of the Social Security Number against the DMDC database. These records include retired members of the Uniformed Services (not including Public Health) and their survivors entitled to Survivor Benefits. E. INCLUSIVE DATES OF THE MATCHING PROGRAM: The effective date of this matching program is September 14, 2016 provided that the following notice periods have lapsed: 30 days after publication of this notice in the Federal Register and 40 days after notice of the matching program is sent to Congress and OMB. The matching program will continue for 18 months from the effective date and, if both agencies meet certain conditions, it may extend for an additional 12 months thereafter. [FR Doc. 2016–18989 Filed 8–9–16; 8:45 am] BILLING CODE 4191–02–P SSA and DoD. B. PURPOSE OF THE MATCHING PROGRAM: The purpose of this matching agreement is to establish the terms, conditions, and safeguards under which DoD will conduct computer matching with the Social Security Administration (SSA) to verify information provided to SSA by recipients, and applicants thereof, of Supplemental Security Income (SSI) payments; and beneficiaries of Special Veterans Benefits (SVB) benefits, and applicants thereof. The SSI and SVB recipient/ beneficiary provides information about PO 00000 Frm 00134 Fmt 4703 Sfmt 4703 DEPARTMENT OF STATE [Public Notice: 9654] Notice of Meeting of the Cultural Property Advisory Committee There will be a meeting of the Cultural Property Advisory Committee (‘‘the Committee’’) October 25–27, 2016, at the United States Department of State, Harry S. Truman Building, 2201 C Street NW. (Marshall Center), and State Annex 5, 2200 C Street NW., Washington, DC. The Committee’s responsibilities are E:\FR\FM\10AUN1.SGM 10AUN1

Agencies

[Federal Register Volume 81, Number 154 (Wednesday, August 10, 2016)]
[Notices]
[Pages 52939-52943]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-18913]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-32207; File No. 812-14580]


Allianz Life Insurance Company of North America, et al; Notice of 
Application

August 3, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order approving the substitution 
of certain securities pursuant to section 26(c) of the Investment 
Company Act of 1940, as amended (``Act'') and an order of exemption 
pursuant to section 17(b) of the Act from section 17(a) of the Act.

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Applicants: Allianz Life Insurance Company of North America (``Allianz 
Life'') and Allianz Life Insurance Company of New York (``Allianz NY'') 
(together the ``Insurance Company Applicants''); their respective 
separate accounts, Allianz Life Variable Account A (``Allianz Account 
A''), Allianz Life Variable Account B (``Allianz Account B''), and 
Allianz Life of NY Variable Account C (``Allianz Account C'') 
(collectively, the ``Separate Accounts'' and together with the 
Insurance Company Applicants, the ``Section 26 Applicants''); and 
Allianz Variable Insurance Products Trust (the ``VIP Trust'' and 
collectively with the Section 26 Applicants, the ``Section 17 
Applicants'').

Summary of Application: The Applicants seek an order pursuant to 
section 26(c) of the Act, approving the substitution of shares issued 
by certain investment portfolios of registered investment companies 
(the ``Target Funds'') for the shares of certain investment portfolios 
of registered investment companies (the ``Destination Funds''), held by 
the Separate Accounts to support certain variable life insurance 
policies and variable annuity contracts (the ``Contracts'') issued by 
Allianz Life and Allianz NY (the ``Substitutions''). The Section 17 
Applicants seek an order pursuant to section 17(b) of the Act exempting 
them from section 17(a) of the Act to the extent necessary to permit 
them to engage in certain in-kind transactions in connection with the 
Substitutions.

Filing Date: The application was filed on November 16, 2015 and amended 
on June 27, 2016.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Secretary of the 
Commission and serving applicants with a copy of the request, 
personally or by mail. Hearing requests should be received by the 
Commission by 5:30 p.m. on August 26, 2016, and should be accompanied 
by proof of service on applicants in the form of an affidavit or, for 
lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, 
hearing requests should state the nature of the requester's interest, 
any facts bearing upon the desirability of a hearing on the matter, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090. Applicants: Allianz Life 
Insurance Company of North America, Allianz Life Variable Account A, 
and Allianz Life Variable Account B, 5701 Golden Hills Dr., 
Minneapolis, MN 55416-1297; Allianz Life Insurance Company of New York, 
and Allianz Life of NY Variable Account C, 28 Liberty Street, 38th 
Floor, New York, NY 10005-1423; and Allianz Variable Insurance Products 
Trust, 5701 Golden Hills Drive, Minneapolis, MN 55416-1297.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990 or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Chief Counsel's Office, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Applicants' Representations

    1. Allianz Life is a stock life insurance company organized under 
the laws of the state of Minnesota. Allianz Life offers fixed and 
variable annuities and individual life insurance. Allianz Life is 
licensed to do direct business in 49 states and the District of 
Columbia. Allianz Life is an indirect, wholly-owned subsidiary of 
Allianz SE., a European stock corporation.
    2. Allianz NY is a stock life insurance company organized under the 
laws of the state of New York. Allianz NY offers fixed and variable 
annuities. Allianz NY is licensed to do direct business in six states, 
including New York and the District of Columbia. Allianz NY is a 
wholly-owned subsidiary of Allianz Life, and an indirect, wholly-owned 
subsidiary of Allianz SE.
    3. Allianz Account A is a segregated asset account of Allianz Life 
established under Minnesota insurance laws. Allianz Account A is used 
to fund certain variable life insurance policies issued by Allianz 
Life. Allianz Account A is divided into a number of subaccounts (each a 
``Subaccount''), each of which invests in and reflects the investment 
performance of a specific underlying registered investment company or 
portfolio thereof (each an ``Investment Option''). Allianz Account A is 
registered as a unit investment trust under the Act.
    4. Allianz Account B is a segregated asset account of Allianz Life 
established under Minnesota insurance laws. Allianz Account B is used 
to fund certain variable annuity contracts issued by Allianz Life. 
Allianz Account B is divided into a number of Subaccounts, each of 
which invests in and reflects the investment performance of a specific 
Investment Option. Allianz Account B is registered as a unit investment 
trust under the Act.
    5. Allianz Account C is a segregated asset account of Allianz NY 
established

[[Page 52940]]

under New York insurance laws. Allianz Account C is used to fund 
certain variable annuity contracts issued by Allianz NY. Allianz 
Account C is divided into a number of Subaccounts, each of which 
invests in and reflects the investment performance of a specific 
Investment Option. Allianz Account C is registered as a unit investment 
trust under the Act.
    6. Allianz Life and Allianz NY have registration statements with 
the Commission for Contracts sponsored by the Separate Accounts that 
offer one or more of the Target Funds as an Investment Option. Under 
the Contracts, the Insurance Company Applicants reserve the right, 
subject to Commission approval and compliance with applicable laws, to 
substitute one of the Investment Options with another Investment Option 
after appropriate notice. Moreover, the Contracts permit the Insurance 
Company Applicants to limit allocation of purchase payments to one or 
more Subaccounts that invest in an Investment Option. The prospectuses 
or statements of additional information for the Contracts also contain 
appropriate disclosure of these rights.
    7. Each Insurance Company Applicant, on behalf of itself and its 
Separate Account(s), proposes to substitute shares of the Target Funds 
that are held in Subaccounts of their Separate Accounts with shares of 
the corresponding Destination Funds, as shown in the table below.

------------------------------------------------------------------------
        Substitution target fund                 Destination fund
------------------------------------------------------------------------
1. Invesco V.I. International Growth      AZL International Index Fund
 Fund Series1.                             Class 1.
2. Oppenheimer Global Fund/VA Non-        AZL International Index Fund
 Service Shares.                           Class 1.
3. SP International Growth Portfolio      AZL International Index Fund
 Class II.                                 Class 2.
4. Templeton Foreign VIP Fund Class 1...  AZL International Index Fund
                                           Class 1.
Templeton Foreign VIP Fund Class 2......  AZL International Index Fund
                                           Class 2.
5. Alger MidCap Growth Portfolio Class 1  AZL Mid Cap Index Fund Class
                                           1.
6. Franklin Small-Mid Cap Growth VIP      AZL Mid Cap Index Fund Class
 Fund Class 1.                             1.
Franklin Small-Mid Cap Growth VIP Fund    AZL Mid Cap Index Fund Class 2
 Class 2.                                  .
7. Franklin Global Real Estate VIP Fund   AZL Morgan Stanley Global Real
 Class 1.                                  Estate Fund Class 1.
Franklin Global Real Estate VIP Fund      AZL Morgan Stanley Global Real
 Class 2.                                  Estate Fund Class 2.
8. Franklin High Income VIP Fund Class 1  AZL Pyramis Total Bond Fund
                                           Class 1.
    Franklin High Income VIP Fund Class   AZL Pyramis Total Bond Fund
     2.                                    Class 2.
9. Alger Capital Appreciation Portfolio   AZL Russell 1000 Growth Index
 Class 1.                                  Fund Class 1.
10. Alger Large Cap Growth Portfolio      AZL Russell 1000 Growth Index
 Class 1.                                  Fund Class 1.
11. Franklin Large Cap Growth VIP Fund    AZL Russell 1000 Growth Index
 Class 1.                                  Fund Class 1.
    Franklin Large Cap Growth VIP Fund    AZL Russell 1000 Growth Index
     Class 2.                              Fund Class 2.
12. Invesco V.I. American Franchise Fund  AZL Russell 1000 Growth Index
 Series I.                                 Fund Class 1.
    Invesco V.I. American Franchise Fund  AZL Russell 1000 Growth Index
     Series II.                            Fund Class 2.
13. Jennison Portfolio Class II.........  AZL Russell 1000 Growth Index
                                           Fund Class 2.
14. Davis VA Value Portfolio Class 1....  AZL Russell 1000 Value Index
                                           Fund Class 1.
15. Franklin Growth and Income VIP Fund   AZL Russell 1000 Value Index
 Class 1.                                  Fund Class 1.
    Franklin Growth and Income VIP Fund   AZL Russell 1000 Value Index
     Class 2.                              Fund Class 2.
16. Invesco V.I. Growth & Income Fund     AZL Russell 1000 Value Index
 Series I.                                 Fund Class 1.
17. Invesco V.I. Core Equity Fund Series  AZL S&P 500 Index Fund Class
 I.                                        1.
18. JPMorgan Insurance Trust U.S. Equity  AZL S&P 500 Index Fund Class
 Portfolio Class 1.                        1.
19. Oppenheimer Main Street Fund/VA       AZL S&P 500 Index Fund Class
 Class 1.                                  1.
20. Alger Small Cap Growth Portfolio      AZL Small Cap Stock Index Fund
 Class 1.                                  Class 1.
21. Columbia Variable Portfolio--Select   AZL Small Cap Stock Index Fund
 Smaller-Cap Value Fund Class 1.           Class 1.
22. Franklin Small Cap Value VIP Fund     AZL Small Cap Stock Index Fund
 Class 1.                                  Class 1.
    Franklin Small Cap Value VIP Fund     AZL Small Cap Stock Index Fund
     Class 2.                              Class 2.
------------------------------------------------------------------------

    8. The Destination Funds are all series of the VIP Trust, a 
Delaware statutory trust registered as an open-end management 
investment company under the Act and whose shares are registered under 
the Securities Act of 1933.
    9. Shares of the VIP Trust are sold to separate accounts of Allianz 
Life and Allianz NY for the purpose of funding the Contracts. The 
Destination Funds are managed by Allianz Investment Management LLC 
(``AIM''), an affiliate of the Insurance Company Applicants. AIM is 
registered as an investment adviser under the Investment Advisers Act 
of 1940.
    10. The Insurance Company Applicants state that the proposed 
Substitutions are part of an ongoing effort to make their Contracts 
more attractive to existing and prospective Contract owners and to make 
the Contracts more efficient to administer. The Section 26 Applicants 
state that the Substitutions are designed and intended to simplify the 
menu of Investment Options by eliminating certain overlapping fund 
offerings that duplicate one another by having substantially similar 
investment objectives, strategies and risks. Additional information for 
each Target Fund and the corresponding Destination Fund, including 
investment objectives, principal investment strategies, principal 
risks, and performance can be found in the application.
    11. Applicants state that for all Substitutions, the management 
fees and total annual fund operating expenses of each Destination Fund 
are lower than those of the corresponding Target Fund. The application 
sets forth the fees and expenses of each Target Fund and its 
corresponding Destination Fund in greater detail.
    12. The proposed Substitutions will be described in supplements to 
the applicable prospectuses for the Contracts filed with the Commission 
(``Supplements'') and delivered to all affected Contract owners at 
least 30 days before the date the proposed Substitution is effected 
(``Substitution Date''). The Supplements will give Contract owners 
notice of the respective Insurance Company Applicant's intent to take 
the necessary actions, including seeking the order requested by the 
application, to substitute shares of the Target Funds as described in 
the application on the Substitution Date. The Supplements also will 
advise Contract owners that for at least thirty (30) days before the 
Substitution Date, Contract owners are permitted to transfer all of or 
a portion of their

[[Page 52941]]

Contract value out of any Subaccount investing in a Target Fund to any 
other available Subaccounts offered under their Contract without any 
transfer charge or limitation and without the transfer being counted as 
a transfer for purposes of transfer limitations and fees that would 
otherwise be applicable under the terms of the Contracts.
    13. The Section 26 Applicants will send the Supplements to all 
existing Contract owners. Prospective purchasers and new purchasers of 
Contracts will be provided with a Contract prospectus and the 
Supplements, as well as prospectuses and supplements for the 
Destination Funds.
    14. In addition to the Supplements distributed to Contract owners, 
within five (5) business days after the Substitution Date, the 
Insurance Company Applicants will send Contract owners a written 
confirmation of the completed proposed Substitutions in accordance with 
rule 10b-10 under the Securities Exchange Act of 1934. The confirmation 
statement will include or be accompanied by a statement that reiterates 
the free transfer rights disclosed in the Supplements. The Insurance 
Company Applicants also will send each Contract owner current 
prospectuses for the Destination Funds involved to the extent that they 
have not previously received a copy.
    15. Each Substitution will take place at the applicable Target and 
Destination Funds' relative per share net asset values determined on 
the Substitution Date in accordance with section 22 of the Act and rule 
22c-1 under the Act. Accordingly, applicants state that the proposed 
Substitutions will have no negative financial impact on any Contract 
owner. Each proposed Substitution will be effected by having each 
Target Fund Subaccount redeem its Target Fund shares in cash and/or in-
kind on the Substitution Date at net asset value per share and purchase 
shares of the appropriate Destination Fund at net asset value per share 
calculated on the same date. The process for accomplishing the transfer 
of assets from each Target Fund to its corresponding Destination Fund 
will be determined on a case-by-case basis. In some cases, it is 
expected that the Substitutions will be effected by redeeming shares of 
a Target Fund for cash and using the cash to purchase shares of the 
Destination Fund. In other cases, it is expected that the Substitutions 
will be effected by redeeming the shares of a Target Fund in-kind; 
those assets will then be contributed in-kind to the corresponding 
Destination Fund to purchase shares of that fund.
    16. The Insurance Company Applicants or an affiliate will pay all 
expenses and transaction costs reasonably related to the proposed 
Substitutions. Applicants state that no costs of the proposed 
Substitutions will be borne directly or indirectly by Contract owners. 
Contract owners will not incur any fees or charges as a result of the 
proposed Substitutions, nor will their rights or the obligations of the 
Insurance Company Applicants under the Contracts be altered in any way. 
Applicants state that the proposed Substitutions will not cause the 
fees and charges under the Contracts currently being paid by Contract 
owners to be greater after the proposed Substitutions than before the 
proposed Substitutions.
    17. The Section 26 Applicants further agree that they will cause 
AIM, as the manager of each Destination Fund, to enter into a written 
contract with the Destination Funds, whereby, during the two (2) years 
following the Substitution Date, the annual net operating expenses of 
each Destination Fund will not exceed, on an annualized basis, the 
annual net operating expenses of any corresponding Target Fund for 
fiscal year 2015. The Section 26 Applicants further agree that separate 
account charges for any Contract owner on the Substitution Date, will 
not be increased at any time during the two year period following the 
Substitution Date.

Legal Analysis

    1. The Section 26 Applicants request that the Commission issue an 
order pursuant to section 26(c) of the Act approving the proposed 
Substitutions. Section 26(c) of the Act prohibits any depositor or 
trustee of a unit investment trust that invests exclusively in the 
securities of a single issuer from substituting the securities of 
another issuer without the approval of the Commission. Section 26(c) 
provides that such approval shall be granted by order of the Commission 
if the evidence establishes that the substitution is consistent with 
the protection of investors and the purposes of the Act.
    2. Applicants submit that each of the proposed Substitutions meet 
the standards set forth in section 26(c) and that, if implemented, the 
Substitutions would not raise any of the concerns underlying this 
provision. Applicants state that each Destination Fund and its 
corresponding Target Fund have substantially similar investment 
objectives, principal investment strategies, and principal risks. The 
applicants also state that the management fees and total annual fund 
operating expenses of each Destination Fund are lower than those of the 
corresponding Target Fund.
    3. Applicants also assert that the proposed Substitutions are 
consistent with the principles and purposes of section 26(c) and do not 
entail any of the abuses that section 26(c) is designed to prevent. 
Applicants state that the proposed Substitutions, therefore, will not 
result in the type of costly forced redemptions that section 26(c) was 
designed to guard against and are consistent with the protection of 
investors and the purposes fairly intended by the Act.
    4. The Section 17 Applicants request that the Commission issue an 
order pursuant to section 17(b) of the Act exempting them from section 
17(a) of the Act to the extent necessary to permit them to carry out 
the Substitutions by redeeming shares issued by each applicable Target 
Fund in-kind and using the securities distributed as redemption 
proceeds to purchase shares issued by the applicable Destination Funds 
(the ``In-Kind Transactions'').
    5. Section 17(a)(1) of the Act prohibits any affiliated person of a 
registered investment company, or an affiliated person of an affiliated 
person, acting as principal, from selling any security or other 
property to such registered investment company. Section 17(a)(2) of the 
Act prohibits any of the persons described above, acting as principal, 
from purchasing any security or other property from such registered 
investment company.
    6. Applicants may be considered affiliates of the Destination Funds 
based upon the definition of ``affiliated person'' in section 2(a)(3) 
of the Act. The majority of the shares of each fund of the VIP Trust 
are held by the Separate Accounts. Because shares held by a separate 
account of an insurance company are legally owned by the insurance 
company, Allianz Life and Allianz NY and their affiliates collectively 
own of record the majority of the shares of each fund of the VIP Trust, 
including the Destination Funds. Further, AIM, an affiliated person of 
the VIP Trust by virtue of section 2(a)(3)(E) of the Act, is a wholly 
owned subsidiary of Allianz Life. For these reasons, the VIP Trust and 
the Destination Funds are arguably under the control of Allianz Life 
and Allianz NY notwithstanding the fact that Contract owners may be 
considered the beneficial owners of those shares held in the Separate 
Accounts. If the VIP Trust and the Destination Funds are under the 
control of Allianz Life and Allianz NY, then each of Allianz Life and 
Allianz NY, or any person controlling Allianz Life and Allianz NY, or 
any person under

[[Page 52942]]

common control with Allianz Life and Allianz NY, is an affiliated 
person of the VIP Trust and the Destination Funds. Similarly, if the 
VIP Trust and the Destination Funds are under the control of Allianz 
Life and Allianz NY, then the VIP Trust and the Destination Funds are 
affiliated persons of Allianz Life and Allianz NY, and of any persons 
that control Allianz Life and Allianz NY or are under common control 
with Allianz Life and Allianz NY.
    7. At the close of business on the Substitution Date, the Insurance 
Company Applicants will redeem shares of each Target Fund either in-
kind or in cash, or a combination thereof, and use the proceeds of such 
redemptions to purchase shares of the corresponding Destination Fund, 
with each Subaccount of the applicable Separate Account investing the 
proceeds of its redemption from the Target Fund in the corresponding 
Destination Fund. Thus, the proposed transactions may involve a 
transfer of portfolio securities by each Target Fund to Allianz Life 
and Allianz NY. Immediately thereafter, Allianz Life and Allianz NY 
would purchase shares of the corresponding Destination Fund with the 
portfolio securities and/or cash received from the applicable Target 
Fund. This aspect of the Substitution may be deemed to involve one or 
more sales by Allianz Life or Allianz NY of securities or other 
property to the applicable Destination Fund, and could therefore be 
viewed as being prohibited by section 17(a) of the Act. Accordingly, 
the Section 17 Applicants seek relief from section 17(a) of the Act for 
the in-kind purchases and sales of the Destination Fund shares.
    8. The Section 17 Applicants submit that the terms of the proposed 
In-Kind Transactions, including the consideration to be paid and 
received, are reasonable and fair, and do not involve overreaching on 
the part of any person concerned because: (1) the proposed In-Kind 
Transactions will not adversely affect or dilute the interests of 
Contract owners; and (2) the proposed In-Kind Transactions will comply 
with the conditions set forth in rule 17a-7 under the Act, other than 
the requirement relating to cash consideration. Even though the 
proposed In-Kind Transactions will not comply with the cash 
consideration requirement of paragraph (a) of rule 17a-7, the terms of 
the proposed In-Kind Transactions will offer to the relevant Target and 
Destination Funds the same degree of protection from overreaching that 
rule 17a-7 generally provides in connection with the purchase and sale 
of securities under that rule in the ordinary course of business. In 
particular, the Section 17 Applicants cannot effect the proposed In-
Kind Transactions at a price that is disadvantageous to either a Target 
Fund or a Destination Fund, and the proposed In-Kind Transactions will 
not occur absent an exemptive order from the Commission.
    9. The Section 17 Applicants also submit that the proposed In-Kind 
Transactions are, or will be, consistent with the policies of each 
Target Fund and corresponding Destination Fund as stated in their 
respective registration statements and reports filed with the 
Commission. Finally, the Section 17 Applicants submit that the proposed 
In-Kind Transactions are consistent with the general purposes of the 
Act.

Applicants' Conditions

    The Section 26 Applicants agree that any order granting the 
requested relief will be subject to the following conditions:
    1. The proposed Substitutions will not be effected unless the 
Insurance Company Applicants determine that: (a) the Contracts allow 
the substitution of shares of registered open-end investment companies 
in the manner contemplated by the application; (b) the proposed 
Substitutions can be consummated as described in the application under 
applicable insurance laws; and (c) any regulatory requirements in each 
jurisdiction where the Contracts are qualified for sale have been 
complied with to the extent necessary to complete the proposed 
Substitutions.
    2. The Insurance Company Applicants or their affiliates will pay 
all expenses and transaction costs of the proposed Substitutions, 
including legal and accounting expenses, any applicable brokerage 
expenses and other fees and expenses. No fees or charges will be 
assessed to the Contract owners to effect the proposed Substitutions.
    3. The proposed Substitutions will be effected at the relative net 
asset values of the respective shares in conformity with section 22(c) 
of the Act and rule 22c-1 thereunder without the imposition of any 
transfer or similar charges by the Section 26 Applicants. The proposed 
Substitutions will be effected without change in the amount or value of 
any Contracts held by affected Contract owners.
    4. The proposed Substitutions will in no way alter the tax 
treatment of affected Contract owners in connection with their 
Contracts, and no tax liability will arise for affected Contract owners 
as a result of the proposed Substitutions.
    5. The rights or obligations of the Insurance Company Applicants 
under the Contracts of affected Contract owners will not be altered in 
any way. The proposed Substitutions will not adversely affect any 
riders under the Contracts since each of the Destination Funds is an 
allowable Investment Option for use with such riders.
    6. Affected Contract owners will be permitted to make at least one 
transfer of Contract value from the Subaccount investing in the Target 
Fund (before the Substitution Date) or the Destination Fund (after the 
Substitution Date) to any other available Investment Option under the 
Contract without charge for a period beginning at least 30 days before 
the Substitution Date through at least 30 days following the 
Substitution Date. Except as described in any market timing/short-term 
trading provisions of the relevant prospectus, the Insurance Company 
Applicants will not exercise any right it may have under the Contract 
to impose restrictions on transfers between the Subaccounts under the 
Contracts, including limitations on the future number of transfers, for 
a period beginning at least 30 days before the Substitution Date 
through at least 30 days following the Substitution Date.
    7. All affected Contract owners will be notified, at least 30 days 
before the Substitution Date about: (a) the intended Substitution of 
the Target Funds with the Destination Funds; (b) the intended 
Substitution Date; and (c) information with respect to transfers as set 
forth in Condition 6 above. In addition, Insurance Company Applicants 
will deliver to all affected Contract owners, at least 30 days before 
the Substitution Date, a prospectus for each applicable Destination 
Fund.
    8. Insurance Company Applicants will deliver to each affected 
Contract owner within five (5) business days of the Substitution Date a 
written confirmation which will include: (a) a confirmation that the 
proposed Substitutions were carried out as previously notified; (b) a 
restatement of the information set forth in the Supplements; and (c) 
before and after account values.
    9. The Section 26 Applicants will cause AIM, as the Manager of each 
Destination Fund, to enter into a written contract with the Destination 
Funds, whereby, during the two (2) years following the Substitution 
Date, the annual net operating expenses of each Destination Fund will 
not exceed, on an annualized basis, the annual net operating expenses 
of any corresponding Target Fund for fiscal 2015. The Section 26 
Applicants further agree that separate account charges for

[[Page 52943]]

any Contract owner on the Substitution Date will not be increased at 
any time during the two year period following the Substitution Date.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18913 Filed 8-9-16; 8:45 am]
 BILLING CODE 8011-01-P