Annuity Investors Life Insurance Company, et al.
Applicants seek an order pursuant to Section 26(c) of the 1940 Act approving the proposed substitution of shares issued by Old Mutual Insurance Series Fund, DWS Investments VIT Fund, Wells Fargo Variable Trust, and Van Kampen-The Universal Institutional Funds, Inc. (the ``Replaced Portfolios'') and held by Variable Account A, Variable Account B and Variable Account C (the ``Substitutions'').
Amendments to the Tender Offer Best-Price Rules
We are adopting amendments to the language of the third-party and issuer tender offer best-price rules to clarify that the provisions apply only with respect to the consideration offered and paid for securities tendered in a tender offer. We also are amending the third- party and issuer tender offer best-price rules to provide that any consideration that is offered and paid according to employment compensation, severance or other employee benefit arrangements entered into with security holders of the subject company that meet certain requirements will not be prohibited by the rules. Finally, we are amending the third-party and issuer tender offer best-price rules to provide a safe harbor provision so that arrangements that are approved by certain independent directors of either the subject company's or the bidder's board of directors, as applicable, will not be prohibited by the rules. These amendments are intended to make it clear that the best-price rule was not intended to capture employment compensation, severance or other employee benefit arrangements. We are also making a technical amendment to correct a cross-reference in the rules that govern the ability to delegate authority for purposes of granting exemptions under the best-price rule.