81_FR_53093 81 FR 52939 - Allianz Life Insurance Company of North America, et al; Notice of Application

81 FR 52939 - Allianz Life Insurance Company of North America, et al; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 154 (August 10, 2016)

Page Range52939-52943
FR Document2016-18913

Federal Register, Volume 81 Issue 154 (Wednesday, August 10, 2016)
[Federal Register Volume 81, Number 154 (Wednesday, August 10, 2016)]
[Notices]
[Pages 52939-52943]
From the Federal Register Online  [www.thefederalregister.org]
[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



                                                                               Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices                                             52939

                                                  submission, all subsequent                                B’’), and Allianz Life of NY Variable                 Variable Insurance Products Trust, 5701
                                                  amendments, all written statements                        Account C (‘‘Allianz Account C’’)                     Golden Hills Drive, Minneapolis, MN
                                                  with respect to the proposed rule                         (collectively, the ‘‘Separate Accounts’’              55416–1297.
                                                  change that are filed with the                            and together with the Insurance                       FOR FURTHER INFORMATION CONTACT:
                                                  Commission, and all written                               Company Applicants, the ‘‘Section 26                  Barbara T. Heussler, Senior Counsel, at
                                                  communications relating to the                            Applicants’’); and Allianz Variable                   (202) 551–6990 or Mary Kay Frech,
                                                  proposed rule change between the                          Insurance Products Trust (the ‘‘VIP                   Branch Chief, at (202) 551–6821 (Chief
                                                  Commission and any person, other than                     Trust’’ and collectively with the Section             Counsel’s Office, Division of Investment
                                                  those that may be withheld from the                       26 Applicants, the ‘‘Section 17                       Management).
                                                  public in accordance with the                             Applicants’’).                                        SUPPLEMENTARY INFORMATION: The
                                                  provisions of 5 U.S.C. 552, will be                       SUMMARY OF APPLICATION: The                           following is a summary of the
                                                  available for Web site viewing and                        Applicants seek an order pursuant to                  application. The complete application
                                                  printing in the Commission’s Public                       section 26(c) of the Act, approving the               may be obtained via the Commission’s
                                                  Reference Room, 100 F Street NE.,                         substitution of shares issued by certain              Web site by searching for the file
                                                  Washington, DC 20549, on official                         investment portfolios of registered                   number, or for an applicant using the
                                                  business days between the hours of                        investment companies (the ‘‘Target                    Company name box, at http://
                                                  10:00 a.m. and 3:00 p.m. Copies of the                    Funds’’) for the shares of certain                    www.sec.gov/search/search.htm, or by
                                                  filing also will be available for                         investment portfolios of registered                   calling (202) 551–8090.
                                                  inspection and copying at the principal                   investment companies (the ‘‘Destination
                                                  office of the Exchange. All comments                      Funds’’), held by the Separate Accounts               Applicants’ Representations
                                                  received will be posted without change;                   to support certain variable life insurance               1. Allianz Life is a stock life insurance
                                                  the Commission does not edit personal                     policies and variable annuity contracts               company organized under the laws of
                                                  identifying information from                              (the ‘‘Contracts’’) issued by Allianz Life            the state of Minnesota. Allianz Life
                                                  submissions. You should submit only                       and Allianz NY (the ‘‘Substitutions’’).               offers fixed and variable annuities and
                                                  information that you wish to make                         The Section 17 Applicants seek an order               individual life insurance. Allianz Life is
                                                  available publicly. All submissions                       pursuant to section 17(b) of the Act                  licensed to do direct business in 49
                                                  should refer to File Number SR–IEX–                       exempting them from section 17(a) of                  states and the District of Columbia.
                                                  2016–07, and should be submitted on or                    the Act to the extent necessary to permit             Allianz Life is an indirect, wholly-
                                                  before August 31, 2016.                                   them to engage in certain in-kind                     owned subsidiary of Allianz SE., a
                                                                                                            transactions in connection with the                   European stock corporation.
                                                    For the Commission, by the Division of
                                                                                                            Substitutions.                                           2. Allianz NY is a stock life insurance
                                                  Trading and Markets, pursuant to delegated
                                                  authority.47                                              FILING DATE: The application was filed                company organized under the laws of
                                                                                                            on November 16, 2015 and amended on                   the state of New York. Allianz NY offers
                                                  Robert W. Errett,
                                                                                                            June 27, 2016.                                        fixed and variable annuities. Allianz NY
                                                  Deputy Secretary.                                                                                               is licensed to do direct business in six
                                                  [FR Doc. 2016–18912 Filed 8–9–16; 8:45 am]                HEARING OR NOTIFICATION OF HEARING: An
                                                                                                            order granting the application will be                states, including New York and the
                                                  BILLING CODE 8011–01–P
                                                                                                            issued unless the Commission orders a                 District of Columbia. Allianz NY is a
                                                                                                            hearing. Interested persons may request               wholly-owned subsidiary of Allianz
                                                                                                            a hearing by writing to the Secretary of              Life, and an indirect, wholly-owned
                                                  SECURITIES AND EXCHANGE                                                                                         subsidiary of Allianz SE.
                                                  COMMISSION                                                the Commission and serving applicants
                                                                                                                                                                     3. Allianz Account A is a segregated
                                                                                                            with a copy of the request, personally or
                                                  [Release No. IC–32207; File No. 812–14580]                                                                      asset account of Allianz Life established
                                                                                                            by mail. Hearing requests should be
                                                                                                                                                                  under Minnesota insurance laws.
                                                                                                            received by the Commission by 5:30                    Allianz Account A is used to fund
                                                  Allianz Life Insurance Company of
                                                                                                            p.m. on August 26, 2016, and should be                certain variable life insurance policies
                                                  North America, et al; Notice of
                                                                                                            accompanied by proof of service on                    issued by Allianz Life. Allianz Account
                                                  Application
                                                                                                            applicants in the form of an affidavit or,            A is divided into a number of
                                                  August 3, 2016.                                           for lawyers, a certificate of service.                subaccounts (each a ‘‘Subaccount’’),
                                                  AGENCY:   Securities and Exchange                         Pursuant to rule 0–5 under the Act,                   each of which invests in and reflects the
                                                  Commission (‘‘Commission’’).                              hearing requests should state the nature              investment performance of a specific
                                                  ACTION: Notice of application for an                      of the requester’s interest, any facts                underlying registered investment
                                                  order approving the substitution of                       bearing upon the desirability of a                    company or portfolio thereof (each an
                                                  certain securities pursuant to section                    hearing on the matter, the reason for the             ‘‘Investment Option’’). Allianz Account
                                                  26(c) of the Investment Company Act of                    request, and the issues contested.                    A is registered as a unit investment trust
                                                  1940, as amended (‘‘Act’’) and an order                   Persons who wish to be notified of a                  under the Act.
                                                  of exemption pursuant to section 17(b)                    hearing may request notification by                      4. Allianz Account B is a segregated
                                                  of the Act from section 17(a) of the Act.                 writing to Commission’s Secretary.                    asset account of Allianz Life established
                                                                                                            ADDRESSES: Secretary, U.S. Securities                 under Minnesota insurance laws.
                                                  APPLICANTS:  Allianz Life Insurance                       and Exchange Commission, 100 F                        Allianz Account B is used to fund
                                                  Company of North America (‘‘Allianz                       Street, NE., Washington, DC 20549–                    certain variable annuity contracts issued
                                                  Life’’) and Allianz Life Insurance                        1090. Applicants: Allianz Life Insurance              by Allianz Life. Allianz Account B is
                                                  Company of New York (‘‘Allianz NY’’)                      Company of North America, Allianz Life                divided into a number of Subaccounts,
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                                                  (together the ‘‘Insurance Company                         Variable Account A, and Allianz Life                  each of which invests in and reflects the
                                                  Applicants’’); their respective separate                  Variable Account B, 5701 Golden Hills                 investment performance of a specific
                                                  accounts, Allianz Life Variable Account                   Dr., Minneapolis, MN 55416–1297;                      Investment Option. Allianz Account B
                                                  A (‘‘Allianz Account A’’), Allianz Life                   Allianz Life Insurance Company of New                 is registered as a unit investment trust
                                                  Variable Account B (‘‘Allianz Account                     York, and Allianz Life of NY Variable                 under the Act.
                                                                                                            Account C, 28 Liberty Street, 38th Floor,                5. Allianz Account C is a segregated
                                                    47 17   CFR 200.30–3(a)(12).                            New York, NY 10005–1423; and Allianz                  asset account of Allianz NY established


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                                                  52940                            Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices

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

                                                                                        Substitution target fund                                                                          Destination fund

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



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


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                                                                             Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices                                            52941

                                                  Contract value out of any Subaccount                       16. The Insurance Company                          Fund are lower than those of the
                                                  investing in a Target Fund to any other                 Applicants or an affiliate will pay all               corresponding Target Fund.
                                                  available Subaccounts offered under                     expenses and transaction costs                           3. Applicants also assert that the
                                                  their Contract without any transfer                     reasonably related to the proposed                    proposed Substitutions are consistent
                                                  charge or limitation and without the                    Substitutions. Applicants state that no               with the principles and purposes of
                                                  transfer being counted as a transfer for                costs of the proposed Substitutions will              section 26(c) and do not entail any of
                                                  purposes of transfer limitations and fees               be borne directly or indirectly by                    the abuses that section 26(c) is designed
                                                  that would otherwise be applicable                      Contract owners. Contract owners will                 to prevent. Applicants state that the
                                                  under the terms of the Contracts.                       not incur any fees or charges as a result             proposed Substitutions, therefore, will
                                                     13. The Section 26 Applicants will                   of the proposed Substitutions, nor will               not result in the type of costly forced
                                                  send the Supplements to all existing                    their rights or the obligations of the                redemptions that section 26(c) was
                                                  Contract owners. Prospective purchasers                 Insurance Company Applicants under                    designed to guard against and are
                                                  and new purchasers of Contracts will be                 the Contracts be altered in any way.                  consistent with the protection of
                                                  provided with a Contract prospectus                     Applicants state that the proposed                    investors and the purposes fairly
                                                  and the Supplements, as well as                         Substitutions will not cause the fees and             intended by the Act.
                                                  prospectuses and supplements for the                    charges under the Contracts currently                    4. The Section 17 Applicants request
                                                  Destination Funds.                                      being paid by Contract owners to be                   that the Commission issue an order
                                                     14. In addition to the Supplements                   greater after the proposed Substitutions              pursuant to section 17(b) of the Act
                                                  distributed to Contract owners, within                  than before the proposed Substitutions.               exempting them from section 17(a) of
                                                  five (5) business days after the                           17. The Section 26 Applicants further              the Act to the extent necessary to permit
                                                  Substitution Date, the Insurance                        agree that they will cause AIM, as the                them to carry out the Substitutions by
                                                  Company Applicants will send Contract                                                                         redeeming shares issued by each
                                                                                                          manager of each Destination Fund, to
                                                  owners a written confirmation of the                                                                          applicable Target Fund in-kind and
                                                                                                          enter into a written contract with the
                                                  completed proposed Substitutions in                                                                           using the securities distributed as
                                                                                                          Destination Funds, whereby, during the
                                                  accordance with rule 10b-10 under the                                                                         redemption proceeds to purchase shares
                                                                                                          two (2) years following the Substitution
                                                  Securities Exchange Act of 1934. The                                                                          issued by the applicable Destination
                                                                                                          Date, the annual net operating expenses
                                                  confirmation statement will include or                                                                        Funds (the ‘‘In-Kind Transactions’’).
                                                                                                          of each Destination Fund will not                        5. Section 17(a)(1) of the Act prohibits
                                                  be accompanied by a statement that
                                                                                                          exceed, on an annualized basis, the                   any affiliated person of a registered
                                                  reiterates the free transfer rights
                                                                                                          annual net operating expenses of any                  investment company, or an affiliated
                                                  disclosed in the Supplements. The
                                                                                                          corresponding Target Fund for fiscal                  person of an affiliated person, acting as
                                                  Insurance Company Applicants also
                                                                                                          year 2015. The Section 26 Applicants                  principal, from selling any security or
                                                  will send each Contract owner current
                                                  prospectuses for the Destination Funds                  further agree that separate account                   other property to such registered
                                                  involved to the extent that they have not               charges for any Contract owner on the                 investment company. Section 17(a)(2) of
                                                  previously received a copy.                             Substitution Date, will not be increased              the Act prohibits any of the persons
                                                     15. Each Substitution will take place                at any time during the two year period                described above, acting as principal,
                                                  at the applicable Target and Destination                following the Substitution Date.                      from purchasing any security or other
                                                  Funds’ relative per share net asset                     Legal Analysis                                        property from such registered
                                                  values determined on the Substitution                                                                         investment company.
                                                  Date in accordance with section 22 of                      1. The Section 26 Applicants request                  6. Applicants may be considered
                                                  the Act and rule 22c–1 under the Act.                   that the Commission issue an order                    affiliates of the Destination Funds based
                                                  Accordingly, applicants state that the                  pursuant to section 26(c) of the Act                  upon the definition of ‘‘affiliated
                                                  proposed Substitutions will have no                     approving the proposed Substitutions.                 person’’ in section 2(a)(3) of the Act.
                                                  negative financial impact on any                        Section 26(c) of the Act prohibits any                The majority of the shares of each fund
                                                  Contract owner. Each proposed                           depositor or trustee of a unit investment             of the VIP Trust are held by the Separate
                                                  Substitution will be effected by having                 trust that invests exclusively in the                 Accounts. Because shares held by a
                                                  each Target Fund Subaccount redeem                      securities of a single issuer from                    separate account of an insurance
                                                  its Target Fund shares in cash and/or in-               substituting the securities of another                company are legally owned by the
                                                  kind on the Substitution Date at net                    issuer without the approval of the                    insurance company, Allianz Life and
                                                  asset value per share and purchase                      Commission. Section 26(c) provides that               Allianz NY and their affiliates
                                                  shares of the appropriate Destination                   such approval shall be granted by order               collectively own of record the majority
                                                  Fund at net asset value per share                       of the Commission if the evidence                     of the shares of each fund of the VIP
                                                  calculated on the same date. The                        establishes that the substitution is                  Trust, including the Destination Funds.
                                                  process for accomplishing the transfer of               consistent with the protection of                     Further, AIM, an affiliated person of the
                                                  assets from each Target Fund to its                     investors and the purposes of the Act.                VIP Trust by virtue of section 2(a)(3)(E)
                                                  corresponding Destination Fund will be                     2. Applicants submit that each of the              of the Act, is a wholly owned subsidiary
                                                  determined on a case-by-case basis. In                  proposed Substitutions meet the                       of Allianz Life. For these reasons, the
                                                  some cases, it is expected that the                     standards set forth in section 26(c) and              VIP Trust and the Destination Funds are
                                                  Substitutions will be effected by                       that, if implemented, the Substitutions               arguably under the control of Allianz
                                                  redeeming shares of a Target Fund for                   would not raise any of the concerns                   Life and Allianz NY notwithstanding
                                                  cash and using the cash to purchase                     underlying this provision. Applicants                 the fact that Contract owners may be
                                                  shares of the Destination Fund. In other                state that each Destination Fund and its              considered the beneficial owners of
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                                                  cases, it is expected that the                          corresponding Target Fund have                        those shares held in the Separate
                                                  Substitutions will be effected by                       substantially similar investment                      Accounts. If the VIP Trust and the
                                                  redeeming the shares of a Target Fund                   objectives, principal investment                      Destination Funds are under the control
                                                  in-kind; those assets will then be                      strategies, and principal risks. The                  of Allianz Life and Allianz NY, then
                                                  contributed in-kind to the                              applicants also state that the                        each of Allianz Life and Allianz NY, or
                                                  corresponding Destination Fund to                       management fees and total annual fund                 any person controlling Allianz Life and
                                                  purchase shares of that fund.                           operating expenses of each Destination                Allianz NY, or any person under


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                                                  52942                      Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices

                                                  common control with Allianz Life and                    business. In particular, the Section 17                  5. The rights or obligations of the
                                                  Allianz NY, is an affiliated person of the              Applicants cannot effect the proposed                 Insurance Company Applicants under
                                                  VIP Trust and the Destination Funds.                    In-Kind Transactions at a price that is               the Contracts of affected Contract
                                                  Similarly, if the VIP Trust and the                     disadvantageous to either a Target Fund               owners will not be altered in any way.
                                                  Destination Funds are under the control                 or a Destination Fund, and the proposed               The proposed Substitutions will not
                                                  of Allianz Life and Allianz NY, then the                In-Kind Transactions will not occur                   adversely affect any riders under the
                                                  VIP Trust and the Destination Funds are                 absent an exemptive order from the                    Contracts since each of the Destination
                                                  affiliated persons of Allianz Life and                  Commission.                                           Funds is an allowable Investment
                                                  Allianz NY, and of any persons that                       9. The Section 17 Applicants also                   Option for use with such riders.
                                                  control Allianz Life and Allianz NY or                  submit that the proposed In-Kind                         6. Affected Contract owners will be
                                                  are under common control with Allianz                   Transactions are, or will be, consistent              permitted to make at least one transfer
                                                  Life and Allianz NY.                                    with the policies of each Target Fund                 of Contract value from the Subaccount
                                                     7. At the close of business on the                   and corresponding Destination Fund as                 investing in the Target Fund (before the
                                                  Substitution Date, the Insurance                        stated in their respective registration               Substitution Date) or the Destination
                                                  Company Applicants will redeem shares                   statements and reports filed with the                 Fund (after the Substitution Date) to any
                                                  of each Target Fund either in-kind or in                Commission. Finally, the Section 17                   other available Investment Option under
                                                  cash, or a combination thereof, and use                 Applicants submit that the proposed In-               the Contract without charge for a period
                                                  the proceeds of such redemptions to                     Kind Transactions are consistent with                 beginning at least 30 days before the
                                                  purchase shares of the corresponding                    the general purposes of the Act.                      Substitution Date through at least 30
                                                  Destination Fund, with each                                                                                   days following the Substitution Date.
                                                  Subaccount of the applicable Separate                   Applicants’ Conditions                                Except as described in any market
                                                  Account investing the proceeds of its                      The Section 26 Applicants agree that               timing/short-term trading provisions of
                                                  redemption from the Target Fund in the                  any order granting the requested relief               the relevant prospectus, the Insurance
                                                  corresponding Destination Fund. Thus,                   will be subject to the following                      Company Applicants will not exercise
                                                  the proposed transactions may involve a                 conditions:                                           any right it may have under the Contract
                                                  transfer of portfolio securities by each                   1. The proposed Substitutions will                 to impose restrictions on transfers
                                                  Target Fund to Allianz Life and Allianz                 not be effected unless the Insurance                  between the Subaccounts under the
                                                  NY. Immediately thereafter, Allianz Life                Company Applicants determine that: (a)                Contracts, including limitations on the
                                                  and Allianz NY would purchase shares                    the Contracts allow the substitution of               future number of transfers, for a period
                                                  of the corresponding Destination Fund                   shares of registered open-end                         beginning at least 30 days before the
                                                  with the portfolio securities and/or cash               investment companies in the manner                    Substitution Date through at least 30
                                                  received from the applicable Target                     contemplated by the application; (b) the              days following the Substitution Date.
                                                  Fund. This aspect of the Substitution                                                                            7. All affected Contract owners will be
                                                                                                          proposed Substitutions can be
                                                  may be deemed to involve one or more                                                                          notified, at least 30 days before the
                                                                                                          consummated as described in the
                                                  sales by Allianz Life or Allianz NY of                                                                        Substitution Date about: (a) the intended
                                                                                                          application under applicable insurance
                                                  securities or other property to the                                                                           Substitution of the Target Funds with
                                                                                                          laws; and (c) any regulatory                          the Destination Funds; (b) the intended
                                                  applicable Destination Fund, and could
                                                                                                          requirements in each jurisdiction where               Substitution Date; and (c) information
                                                  therefore be viewed as being prohibited
                                                                                                          the Contracts are qualified for sale have             with respect to transfers as set forth in
                                                  by section 17(a) of the Act. Accordingly,
                                                                                                          been complied with to the extent                      Condition 6 above. In addition,
                                                  the Section 17 Applicants seek relief
                                                                                                          necessary to complete the proposed                    Insurance Company Applicants will
                                                  from section 17(a) of the Act for the in-
                                                                                                          Substitutions.                                        deliver to all affected Contract owners,
                                                  kind purchases and sales of the
                                                  Destination Fund shares.                                   2. The Insurance Company Applicants                at least 30 days before the Substitution
                                                     8. The Section 17 Applicants submit                  or their affiliates will pay all expenses             Date, a prospectus for each applicable
                                                  that the terms of the proposed In-Kind                  and transaction costs of the proposed                 Destination Fund.
                                                  Transactions, including the                             Substitutions, including legal and                       8. Insurance Company Applicants
                                                  consideration to be paid and received,                  accounting expenses, any applicable                   will deliver to each affected Contract
                                                  are reasonable and fair, and do not                     brokerage expenses and other fees and                 owner within five (5) business days of
                                                  involve overreaching on the part of any                 expenses. No fees or charges will be                  the Substitution Date a written
                                                  person concerned because: (1) the                       assessed to the Contract owners to effect             confirmation which will include: (a) a
                                                  proposed In-Kind Transactions will not                  the proposed Substitutions.                           confirmation that the proposed
                                                  adversely affect or dilute the interests of                3. The proposed Substitutions will be              Substitutions were carried out as
                                                  Contract owners; and (2) the proposed                   effected at the relative net asset values             previously notified; (b) a restatement of
                                                  In-Kind Transactions will comply with                   of the respective shares in conformity                the information set forth in the
                                                  the conditions set forth in rule 17a–7                  with section 22(c) of the Act and rule                Supplements; and (c) before and after
                                                  under the Act, other than the                           22c–1 thereunder without the                          account values.
                                                  requirement relating to cash                            imposition of any transfer or similar                    9. The Section 26 Applicants will
                                                  consideration. Even though the                          charges by the Section 26 Applicants.                 cause AIM, as the Manager of each
                                                  proposed In-Kind Transactions will not                  The proposed Substitutions will be                    Destination Fund, to enter into a written
                                                  comply with the cash consideration                      effected without change in the amount                 contract with the Destination Funds,
                                                  requirement of paragraph (a) of rule                    or value of any Contracts held by                     whereby, during the two (2) years
                                                  17a–7, the terms of the proposed In-                    affected Contract owners.                             following the Substitution Date, the
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                                                  Kind Transactions will offer to the                        4. The proposed Substitutions will in              annual net operating expenses of each
                                                  relevant Target and Destination Funds                   no way alter the tax treatment of                     Destination Fund will not exceed, on an
                                                  the same degree of protection from                      affected Contract owners in connection                annualized basis, the annual net
                                                  overreaching that rule 17a–7 generally                  with their Contracts, and no tax liability            operating expenses of any
                                                  provides in connection with the                         will arise for affected Contract owners               corresponding Target Fund for fiscal
                                                  purchase and sale of securities under                   as a result of the proposed                           2015. The Section 26 Applicants further
                                                  that rule in the ordinary course of                     Substitutions.                                        agree that separate account charges for


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                                                                             Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices                                                 52943

                                                  any Contract owner on the Substitution                  conditions under which computer                       eligibility/entitlement factors and other
                                                  Date will not be increased at any time                  matching involving the Federal                        relevant information. We obtain
                                                  during the two year period following the                government could be performed and                     additional information as necessary
                                                  Substitution Date.                                      adding certain protections for persons                before making any determinations of
                                                    For the Commission, by the Division of                applying for, and receiving, Federal                  eligibility/payment or entitlement/
                                                  Investment Management, under delegated                  benefits. Section 7201 of the Omnibus                 benefit amounts or adjustments thereto.
                                                  authority.                                              Budget Reconciliation Act of 1990 (Pub.               With respect to military retirement
                                                  Robert W. Errett,                                       L. 101–508) further amended the                       payments to SSI recipients and SVB
                                                  Deputy Secretary.                                       Privacy Act regarding protections for                 beneficiaries who are retired members
                                                  [FR Doc. 2016–18913 Filed 8–9–16; 8:45 am]
                                                                                                          such persons.                                         of the Uniformed Services or their
                                                                                                            The Privacy Act, as amended,                        survivors, we will accomplish this task
                                                  BILLING CODE 8011–01–P
                                                                                                          regulates the use of computer matching                by computer matching with DoD/
                                                                                                          by Federal agencies when records in a                 DMDC.
                                                                                                          system of records are matched with
                                                  SOCIAL SECURITY ADMINISTRATION                          other Federal, State, or local government             C. AUTHORITY FOR CONDUCTING THE MATCHING
                                                                                                                                                                PROGRAM:
                                                  [Docket No. SSA 2016–0026]                              records. It requires Federal agencies
                                                                                                          involved in computer matching                            The legal authority for this exchange
                                                  Privacy Act of 1974, as Amended;                        programs to:                                          is sections 806(b) and 1631(e)(1)(B) and
                                                  Computer Matching Program (SSA/                           (1) Negotiate written agreements with               (f) of the Social Security Act (Act) (42
                                                  Department of Defense (DoD), Defense                    the other agency or agencies                          U.S.C. 1006(b) and 1383(e)(1)(B) and
                                                  Manpower Data Center (DMDC))—                           participating in the matching programs;               (f)). Our legal authority to disclose data
                                                  Match Number 1004                                         (2) Obtain approval of the matching                 to DoD/DMDC is section 1106(a) of the
                                                                                                          agreement by the Data Integrity Boards                Act (42 U.S.C. 1306(a)) and the Privacy
                                                  AGENCY:    Social Security Administration               of the participating Federal agencies;                Act of 1974 (5 U.S.C. 552a(b)(3)).
                                                  (SSA).                                                    (3) Publish notice of the computer                  D. CATEGORIES OF RECORDS AND PERSONS
                                                  ACTION: Notice of a renewal of an                       matching program in the Federal                       COVERED BY THE MATCHING PROGRAM:
                                                  existing computer matching program                      Register;
                                                  that will expire on September 14, 2016.                                                                         We will provide DoD/DMDC with an
                                                                                                            (4) Furnish detailed reports about
                                                                                                                                                                electronic query file. Upon receipt of the
                                                                                                          matching programs to Congress and
                                                  SUMMARY:   In accordance with the                                                                             electronic file, DoD/DMDC will perform
                                                                                                          OMB;
                                                  provisions of the Privacy Act, as                                                                             a computer match using all nine digits
                                                                                                            (5) Notify applicants and beneficiaries
                                                  amended, this notice announces a                                                                              of the Social Security Number against
                                                                                                          that their records are subject to
                                                  renewal of an existing computer                                                                               the DMDC database. These records
                                                                                                          matching; and
                                                  matching program that we are currently                                                                        include retired members of the
                                                                                                            (6) Verify match findings before
                                                  conducting with DoD.                                                                                          Uniformed Services (not including
                                                                                                          reducing, suspending, terminating, or
                                                  DATES: We will file a report of the                                                                           Public Health) and their survivors
                                                                                                          denying a person’s benefits or
                                                  subject matching program with the                                                                             entitled to Survivor Benefits.
                                                                                                          payments.
                                                  Committee on Homeland Security and                                                                            E. INCLUSIVE DATES OF THE MATCHING PROGRAM:
                                                  Governmental Affairs of the Senate; the                 B. SSA Computer Matches Subject to
                                                                                                          the Privacy Act                                          The effective date of this matching
                                                  Committee on Oversight and
                                                                                                                                                                program is September 14, 2016 provided
                                                  Government Reform of the House of                          We have taken action to ensure that
                                                                                                                                                                that the following notice periods have
                                                  Representatives; and the Office of                      all of our computer matching programs
                                                                                                                                                                lapsed: 30 days after publication of this
                                                  Information and Regulatory Affairs,                     comply with the requirements of the
                                                                                                                                                                notice in the Federal Register and 40
                                                  Office of Management and Budget                         Privacy Act, as amended.
                                                                                                                                                                days after notice of the matching
                                                  (OMB). The matching program will be
                                                                                                          Glenn Sklar,                                          program is sent to Congress and OMB.
                                                  effective as indicated below.
                                                                                                          Acting Executive Director, Office of Privacy          The matching program will continue for
                                                  ADDRESSES: Interested parties may                       and Disclosure, Office of the General Counsel.        18 months from the effective date and,
                                                  comment on this notice by either                                                                              if both agencies meet certain conditions,
                                                  telefaxing to (410) 966–0869 or writing                 Notice of Computer Matching Program,                  it may extend for an additional 12
                                                  to the Acting Executive Director, Office                SSA with the Department of Defense
                                                                                                          (DoD)
                                                                                                                                                                months thereafter.
                                                  of Privacy and Disclosure, Office of the                                                                      [FR Doc. 2016–18989 Filed 8–9–16; 8:45 am]
                                                  General Counsel, Social Security                        A. PARTICIPATING AGENCIES:                            BILLING CODE 4191–02–P
                                                  Administration, 617 Altmeyer Building,
                                                                                                            SSA and DoD.
                                                  6401 Security Boulevard, Baltimore, MD
                                                  21235–6401. All comments received                       B. PURPOSE OF THE MATCHING PROGRAM:                   DEPARTMENT OF STATE
                                                  will be available for public inspection at                The purpose of this matching
                                                  this address.                                           agreement is to establish the terms,                  [Public Notice: 9654]
                                                  FOR FURTHER INFORMATION CONTACT: The                    conditions, and safeguards under which                Notice of Meeting of the Cultural
                                                  Acting Executive Director, Office of                    DoD will conduct computer matching                    Property Advisory Committee
                                                  Privacy and Disclosure, Office of the                   with the Social Security Administration
                                                  General Counsel, as shown above.                        (SSA) to verify information provided to                  There will be a meeting of the
mstockstill on DSK3G9T082PROD with NOTICES




                                                  SUPPLEMENTARY INFORMATION:                              SSA by recipients, and applicants                     Cultural Property Advisory Committee
                                                                                                          thereof, of Supplemental Security                     (‘‘the Committee’’) October 25–27, 2016,
                                                  A. General                                              Income (SSI) payments; and                            at the United States Department of State,
                                                    The Computer Matching and Privacy                     beneficiaries of Special Veterans                     Harry S. Truman Building, 2201 C Street
                                                  Protection Act of 1988 (Public Law                      Benefits (SVB) benefits, and applicants               NW. (Marshall Center), and State Annex
                                                  (Pub. L.) 100–503), amended the Privacy                 thereof. The SSI and SVB recipient/                   5, 2200 C Street NW., Washington, DC.
                                                  Act (5 U.S.C. 552a) by describing the                   beneficiary provides information about                The Committee’s responsibilities are


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Document Created: 2016-08-10 01:59:13
Document Modified: 2016-08-10 01:59:13
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice 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.
DatesThe application was filed on November 16, 2015 and amended on June 27, 2016.
ContactBarbara 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).
FR Citation81 FR 52939 

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