82 FR 15738 - Transamerica Financial Life Insurance Company, et al.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 60 (March 30, 2017)
Federal Register Volume 82, Issue 60 (March 30, 2017)
| Page Range | 15738-15741 | |
| FR Document | 2017-06244 |
[Federal Register Volume 82, Number 60 (Thursday, March 30, 2017)] [Notices] [Pages 15738-15741] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-06244] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. IC-32571; File No. 812-14487] Transamerica Financial Life Insurance Company, et al. March 24, 2017. AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission''). ACTION: Notice. ----------------------------------------------------------------------- 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 (the ``1940 Act'' or ``Act''). Applicants: Transamerica Financial Life Insurance Company (``TFLIC''), Transamerica Advisors Life Insurance Company (``TALIC'') (each a ``Company'' and together, the ``Companies''), Merrill Lynch Life Variable Annuity Separate Account D, and ML of New York Variable Annuity Separate Account D (each an ``Account'' and together, the ``Accounts''). The Companies and the Accounts collectively are referred to herein as the ``Applicants.'' Summary of Application: Applicants seeks an order pursuant to Section 26(c) of the 1940 Act, approving the substitution of shares issued by certain series of Transamerica Series Trust (the ``Replacement Funds'') for shares of certain registered investment companies currently held by sub-accounts of the Accounts (the ``Existing Funds''), to support certain variable annuity contracts (collectively, the ``Contracts'') issued by the Companies. Filing Date: The application was filed on June 15, 2015, and amended on December 8, 2015, July 1, 2016, and November 14, 2016. Hearing or Notification of Hearing: An order granting the requested relief 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 the 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 April 18, 2017, 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 writer'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 the Commission's Secretary. ADDRESSES: Commission: Secretary, SEC, 100 F Street NE., Washington, DC 20549-1090. Applicants: Alison C. Ryan, Associate General Counsel, Transamerica, 1150 South Olive Street, T-27-01, Los Angeles, CA 90015. FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at (202) 551-6817, or David J. Marcinkus, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). 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 an applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090. Applicants' Representations 1. TALIC is the depositor of Merrill Lynch Variable Annuity Separate Account D. TFLIC is the depositor of ML of New York Variable Annuity Separate Account D. Each Company is an indirect wholly-owned subsidiary of AEGON N.V. 2. Each Account is a ``separate account'' as defined by rule 0-1(e) under the 1940 Act and each is registered under the 1940 Act as a unit investment trust. Each Account is divided into sub-accounts, which reflect the investment performance of certain registered investment companies, including Transamerica Series Trust. The Accounts are administered and accounted for as part of the general business of the Companies. The application sets forth the registration statement file numbers for the security interests under the Contracts and the Accounts. [[Page 15739]] 3. The Contracts are individual and group variable annuity contracts. Each of the prospectuses for the Contracts discloses that the issuing Company reserves the right, subject to compliance with applicable law, to substitute shares of another registered open-end management investment company for shares of a registered open-end management investment company held by a sub-account of an Account. 4. Transamerica Series Trust is an open-end management investment company of the series type that is registered with the Commission under the 1940 Act (File No. 811-04419).\1\ Shares of the series are registered under the Securities Act of 1933 (File No. 033-00507) and are sold to the separate accounts of life insurance companies to fund benefits under variable life policies or variable annuity contracts and to certain affiliated asset allocation funds. --------------------------------------------------------------------------- \1\ Effective May 1, 2008, Transamerica Series Trust changed its name from AEGON/Transamerica Series Trust. --------------------------------------------------------------------------- 5. Transamerica Asset Management, Inc. (``TAM''), an investment adviser that is registered with the Commission, has overall responsibility for the management of each Transamerica Series Trust Replacement Fund. TAM delegates to a sub-adviser the responsibility for day-to-day management of the investments of each Transamerica Series Trust Replacement Fund, subject to TAM's oversight. TAM may, in the future, determine to provide the day-to-day management of any Transamerica Series Trust Replacement Fund without the use of a sub- adviser. 6. Applicants propose, as set forth below, to substitute shares of the Replacement Funds for shares of the Existing Funds (``Substitutions'') to fund the Contracts: ------------------------------------------------------------------------ Existing fund Replacement fund ------------------------------------------------------------------------ AllianzGI NFJ Mid-Cap Value Fund (A)... Transamerica JPMorgan Mid Cap Value VP (Service Class). American Century Equity Income Fund (A) Transamerica Barrow Hanley Dividend Focused VP (Service Class). American Century Ultra Fund (A)........ Transamerica Jennison Growth VP (Service Class). Columbia Acorn USA (A)................. Transamerica T. Rowe Price Small Cap VP (Service Class). Columbia Acorn International (A)....... Transamerica MFS International Equity VP (Initial Class). Pioneer Emerging Markets Fund (A)...... Transamerica TS&W International Equity VP (Service Class). Templeton Foreign Fund (A)............. Transamerica MFS International Equity VP (Initial Class). Columbia Large Cap Growth Fund V Transamerica WMC US Growth VP (formerly known as Columbia Marsico (Service Class). Growth Fund) (A). ------------------------------------------------------------------------ 7. The Applicants believe that the Replacement Funds have investment objectives, policies and risk profiles, as described in their prospectuses, that are substantially the same as, or sufficiently similar to, the corresponding Existing Funds to make those Replacement Funds appropriate candidates as substitutes. Applicants also state that the investment objectives and investment strategies of each Replacement Fund are similar to the corresponding Existing Fund, or each Replacement Fund's underlying portfolio construction and investment results are similar to those of the Existing Fund and therefore the fundamental objectives, risk and performance expectations of those Contract owners with interests in sub-accounts of the Existing Funds will continue to be met after the Substitutions. 8. The investment objectives of each Existing Fund and its corresponding Replacement Fund are set forth below. Additional information for each Existing Fund and Replacement Fund, including principal investment strategies, principal risks and comparative performance history, can be found in the application. ------------------------------------------------------------------------ Existing fund Replacement fund ------------------------------------------------------------------------ AllianzGI NFJ Mid-Cap Value Fund seeks Transamerica JPMorgan Mid Cap long-term growth of capital and income. Value seeks growth from capital appreciation. American Century Equity Income Fund Transamerica Barrow Hanley seeks current income. Capital Dividend Focused VP Seeks appreciation is a secondary objective. total return gained from the combination of dividend yield, growth of dividends and capital appreciation. American Century Ultra Fund seeks long- Transamerica Jennison Growth VP term growth of capital. seeks long-term growth of capital. Columbia Acorn USA seeks long-term Transamerica T. Rowe Price capital appreciation. Small Cap VP seeks long-term growth of capital by investing primarily in common stocks of small growth companies. Columbia Acorn International seeks long Transamerica MFS International term capital appreciation. Equity VP seeks capital growth. Pioneer Emerging Markets Fund seeks Transamerica TS&W International long term growth of capital. Equity VP seeks maximum long- term total return, consistent with reasonable risk to principal, by investing in a diversified portfolio of common stocks of primarily non- U.S. issuers. Templeton Foreign Fund seeks long-term Transamerica MFS International capital growth. Equity VP seeks capital growth. Columbia Large Cap Growth Fund V seeks Transamerica WMC US Growth VP long-term growth of capital. seeks to maximize long-term growth. ------------------------------------------------------------------------ 9. Applicants state that the Substitutions are designed to allow Contract owners to continue their investment in similar or better investment options without interruption and at no additional cost to them. Contract owners with sub-account balances invested through the Accounts in shares of the Replacement Funds will have the same or lower total expense ratios taking into account fund expenses (including Rule 12b-1 fees, if any). With respect to all of the proposed Substitutions, the combined management fee and Rule 12b-1 fees [[Page 15740]] paid by the Replacement Fund are the same or lower than those of the corresponding Existing Fund. The application sets forth the fees and expenses of each Existing Fund and its corresponding Replacement Fund in greater detail. 10. Applicants represent that as of the effective date of the Substitutions (``Effective Date'') shares of the Existing Funds will be redeemed for cash. The Companies, on behalf of each Existing Fund sub- account of each relevant Account, will simultaneously place a redemption request with each Existing Fund and a purchase order with the corresponding Replacement Fund so that the purchase of Replacement Fund shares will be for the exact amount of the redemption proceeds. Thus, Contract values will remain fully invested at all times. 11. The Substitutions will take place at relative net asset value (in accordance with Rule 22c-1 under the 1940 Act) with no change in the amount of any affected Contract owner's contract value, cash value, accumulation value, account value or death benefit or in dollar value of his or her investment in the applicable Accounts.\2\ No brokerage commissions or other fees will be paid by either the Existing Funds or the Replacement Funds or by the affected Contract owners in connection with the Substitutions. --------------------------------------------------------------------------- \2\ Applicants state that, because the Substitutions will occur at relative net asset value, and the fees and charges under the Contracts will not change as a result of the Substitutions, the benefits offered by the guarantees under the Contracts will be the same immediately before and after the Substitutions. Applicants also state that what effect the Substitutions may have on the value of the benefits offered by the Contract guarantees would depend, among other things, on the relative future performance of the Existing Funds and Replacement Funds, which Applicants cannot predict. Nevertheless, Applicants note that at the time of the Substitutions, the Contracts will offer a comparable variety of investment options with as broad a range of risk/return characteristics. --------------------------------------------------------------------------- 12. The affected Contract owners will not incur any fees or charges as a result of the Substitutions nor will their rights or the Companies' obligations under the Contracts be altered in any way. The Companies or their affiliates will pay all expenses and transaction costs of the Substitutions, including brokerage, legal, accounting, and other fees and expenses. The Substitutions will not cause the Contract fees and charges currently being paid by affected Contract owners to be greater after the Substitutions than before the Substitutions. Moreover, the Substitutions will not impose any tax liability on affected Contract owners. 13. As described in the application, after notification of the Substitution and for 30 days after the Effective Date, affected Contract owners may reallocate the sub-account value of an Existing Fund to any other investment option available under their Contract without incurring any transfer charges. 14. All Contract owners affected by the Substitutions will be notified of this application by means of supplements to the Contract prospectuses at least 30 days prior to the Effective Date. The notice will advise Contract owners that from the date of the notice until the Effective Date, owners are permitted to make one transfer of Contract value out of the Existing Fund sub-account to one or more other sub- accounts without the transfer (or exchange) being treated as one of a limited number of transfers (or exchanges) permitted without a transfer charge. Among other information, the notice will inform affected Contract owners that the Companies will not exercise any rights reserved under any Contract to impose additional restrictions on transfers until at least 30 days after the Effective Date. 15. If affected Contract owners reallocate account value during this 60 day period, there will be no charge for the reallocation of accumulated value from the Existing Fund sub-accounts and the reallocation will not count as a transfer when imposing any applicable restriction or limit under the Contract on transfers. Additionally, all affected Contract owners will be sent prospectuses of the applicable Replacement Funds at least 30 days before the Effective Date. 16. Within five (5) business days after the Effective Date, affected Contract owners will be sent a written confirmation, which will include confirmation that the Substitutions were carried out as previously notified, a restatement of the information set forth in the pre-Substitution notice and values of the Contract owner's position in the Existing Fund before the Substitution and the Replacement Fund after the Substitution. Applicants' Legal Analysis 1. Applicants request that the Commission issue an order pursuant to Section 26(c) of the 1940 Act approving the Substitutions. Section 26(c) requires the depositor of a registered unit investment trust holding the securities of a single issuer to obtain Commission approval before substituting the securities held by the trust. Section 26(c) requires the Commission to issue such an order if the evidence establishes that the substitution is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act. 2. Applicants submit that the terms and conditions of the Substitutions meet the standards set forth in Section 26(c) and assert that the replacement of an Existing Fund with the corresponding Replacement Fund is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the l940 Act. As described in the application, for a period of two years following the Effective Date, the Companies or their affiliates will reimburse any Contract owner affected by the proposed Substitutions involving Transamerica Series Trust Replacement Funds and whose sub-account invests in the Replacement Fund to the extent a Replacement Fund's net annual operating expenses exceeds the net annual operating expenses of the corresponding Existing Fund. Applicants further assert that each Replacement Fund has similar investment objectives and investment strategies as the corresponding Existing Fund, or each Replacement Fund's underlying portfolio construction and investment results are similar to those of the corresponding Existing Fund. Accordingly, Applicants believe that the fundamental investment objectives, risk and performance expectations of the Contract owners will continue to be met after the Substitutions. 3. Applicants also maintain that it is in the best interests of the Contract owners to substitute the Replacement Fund for its corresponding Existing Fund. Applicants anticipate that the substitution of an Existing Fund with the corresponding Replacement Fund will result in a Contract that is administered and managed more efficiently, and one that is more competitive with other variable products. The rights of affected Contract Owners and the obligations of the Companies under the Contracts will not be altered by the Substitutions. Affected Contract owners will not incur any additional tax liability or any additional fees and expenses as a result of the Substitutions. 4. Each of the prospectuses for the Contracts discloses that the issuing Company reserves the right, subject to compliance with applicable law, to substitute shares of another registered open-end management investment company for shares of an open-end management investment company held by a sub-account of an Account. 5. Applicants also assert that none of the proposed Substitutions is of the type that Section 26(c) was designed to prevent. Unlike a traditional unit investment trust where a depositor could only substitute an investment [[Page 15741]] security in a manner which permanently affected all the investors in the trust, the Contracts provide each Contract owner with the right to exercise his or her own judgment and transfer account values into other sub-accounts. Moreover, the Contracts will offer affected Contract owners the opportunity to transfer amounts out of the affected sub- accounts into any of the remaining sub-accounts without cost or other disadvantage. The Substitution, therefore, will not result in the type of costly forced redemptions that Section 26(c) was designed to prevent. Applicants also maintain that the Substitutions are unlike the type of substitutions which Section 26(c) was designed to prevent in that by purchasing a Contract, Contract owners select much more than a particular registered management open-end investment company in which to invest their account values. They also select the specific type of insurance coverage offered by the Companies under their Contracts as well as other rights and privileges set forth in the Contracts. Applicants' Conditions: 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 Companies 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 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 Substitutions. 2. The Companies or their affiliates will pay all expenses and transaction costs of the 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 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 1940 Act and Rule 22c-1 thereunder without the imposition of any transfer or similar charges by Applicants. The 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 Substitutions. 5. The rights or obligations of the Companies under the Contracts of affected Contract owners will not be altered in any way. 6. Affected Contract owners will be permitted to make at least one transfer of Contract value from the sub-account investing in the Existing Fund (before the Effective Date) or the Replacement Fund (after the Effective Date) to any other available investment option under the Contract without charge for a period beginning at least 30 days before the Effective Date through at least 30 days following the Effective Date. Except as described in any market timing/short-term trading provisions of the relevant prospectus, the Company will not exercise any right it may have under the Contract to impose restrictions on transfers between the sub-accounts under the Contracts, including limitations on the future number of transfers, for a period beginning at least 30 days before the Effective Date through at least 30 days following the Effective Date. 7. All affected Contract owners will be notified, at least 30 days before the Effective Date about: (a) The intended substitution of Existing Funds with the Replacement Funds; (b) the intended Effective Date; and (c) information with respect to transfers as set forth in Condition 6 above. In addition, the Companies will deliver to all affected Contract owners, at least 30 days before the Effective Date, a prospectus for each applicable Replacement Fund. 8. The Companies will deliver to each affected Contract owner within five (5) business days of the Effective Date a written confirmation which will include: (a) A confirmation that the Substitutions were carried out as previously notified; (b) a restatement of the information set forth in the pre-Substitution notice; and (c) values of the Contract owner's positions in the Existing Fund before the Substitution and the Replacement Fund after the Substitution. 9. After the Effective Date the Applicants agree not to change a Replacement Fund's sub- adviser without first obtaining shareholder approval of either (a) the sub-adviser change or (b) the parties' continued ability to rely on their manager-of-managers exemptive order. 10. For two years following the Effective Date the net annual expenses of each Replacement Fund that is a Transamerica Series Trust Fund will not exceed the net annual expenses of the corresponding Existing Fund as of the fund's most recent fiscal year. To achieve this limitation, the Replacement Fund's investment adviser will waive fees or reimburse the Replacement Fund in certain amounts to maintain expenses at or below the limit. Any adjustments will be made at least on a quarterly basis. In addition, the Companies will not increase the Contract fees and charges, including asset based charges such as mortality expense risk charges deducted from the sub-accounts that would otherwise be assessed under the terms of the Contracts for a period of at least two years following the Effective Date. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-06244 Filed 3-29-17; 8:45 am] BILLING CODE 8011-01-P
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affected Contract owners will not be at or below the limit. Any adjustments will be issued unless the Commission
altered in any way. will be made at least on a quarterly orders a hearing. Interested persons may
6. Affected Contract owners will be basis. In addition, the Companies will request a hearing by writing to the
permitted to make at least one transfer not increase the Contract fees and Secretary of the Commission and
of Contract value from the sub-account charges, including asset based charges serving the Applicants with a copy of
investing in the Existing Fund (before such as mortality expense risk charges the request, personally or by mail.
the Effective Date) or the Replacement deducted from the sub-accounts that Hearing requests should be received by
Fund (after the Effective Date) to any would otherwise be assessed under the the Commission by 5:30 p.m. on April
other available investment option under terms of the Contracts for a period of at 18, 2017, and should be accompanied
the Contract without charge for a period least two years following the Effective by proof of service on Applicants, in the
beginning at least 30 days before the Date. form of an affidavit or, for lawyers, a
Effective Date through at least 30 days For the Commission, by the Division of certificate of service. Pursuant to Rule
following the Effective Date. Except as Investment Management, under delegated 0–5 under the Act, hearing requests
described in any market timing/short- authority. should state the nature of the writer’s
term trading provisions of the relevant Eduardo A. Aleman, interest, any facts bearing upon the
prospectus, the Company will not Assistant Secretary. desirability of a hearing on the matter,
exercise any right it may have under the the reason for the request, and the issues
[FR Doc. 2017–06245 Filed 3–29–17; 8:45 am]
Contract to impose restrictions on contested. Persons who wish to be
BILLING CODE 8011–01–P
transfers between the sub-accounts notified of a hearing may request
under the Contracts, including notification by writing to the
limitations on the future number of SECURITIES AND EXCHANGE Commission’s Secretary.
transfers, for a period beginning at least COMMISSION
30 days before the Effective Date ADDRESSES: Commission: Secretary,
through at least 30 days following the [Release No. IC–32571; File No. 812–14487] SEC, 100 F Street NE., Washington, DC
Effective Date. 20549–1090. Applicants: Alison C.
7. All affected Contract owners will be Transamerica Financial Life Insurance Ryan, Associate General Counsel,
notified, at least 30 days before the Company, et al. Transamerica, 1150 South Olive Street,
Effective Date about: (a) The intended T–27–01, Los Angeles, CA 90015.
March 24, 2017.
substitution of Existing Funds with the AGENCY: Securities and Exchange FOR FURTHER INFORMATION CONTACT:
Replacement Funds; (b) the intended Commission (‘‘SEC’’ or ‘‘Commission’’). Bruce R. MacNeil, Senior Counsel, at
Effective Date; and (c) information with (202) 551–6817, or David J. Marcinkus,
ACTION: Notice.
respect to transfers as set forth in Branch Chief, at (202) 551–6821
Condition 6 above. In addition, the Notice of application for an order (Division of Investment Management,
Companies will deliver to all affected approving the substitution of certain Chief Counsel’s Office).
Contract owners, at least 30 days before securities pursuant to Section 26(c) of SUPPLEMENTARY INFORMATION: The
the Effective Date, a prospectus for each the Investment Company Act of 1940, as following is a summary of the
applicable Replacement Fund. amended (the ‘‘1940 Act’’ or ‘‘Act’’).
8. The Companies will deliver to each application. The complete application
APPLICANTS: Transamerica Financial may be obtained via the Commission’s
affected Contract owner within five (5) Life Insurance Company (‘‘TFLIC’’),
business days of the Effective Date a Web site by searching for the file
Transamerica Advisors Life Insurance number, or an applicant using the
written confirmation which will
Company (‘‘TALIC’’) (each a Company name box, at http://
include: (a) A confirmation that the
‘‘Company’’ and together, the www.sec.gov/search/search.htm or by
Substitutions were carried out as
‘‘Companies’’), Merrill Lynch Life calling (202) 551–8090.
previously notified; (b) a restatement of
Variable Annuity Separate Account D,
the information set forth in the pre- Applicants’ Representations
and ML of New York Variable Annuity
Substitution notice; and (c) values of the
Separate Account D (each an ‘‘Account’’ 1. TALIC is the depositor of Merrill
Contract owner’s positions in the
and together, the ‘‘Accounts’’). The Lynch Variable Annuity Separate
Existing Fund before the Substitution
Companies and the Accounts Account D. TFLIC is the depositor of
and the Replacement Fund after the
collectively are referred to herein as the ML of New York Variable Annuity
Substitution.
9. After the Effective Date the ‘‘Applicants.’’ Separate Account D. Each Company is
Applicants agree not to change a SUMMARY OF APPLICATION: Applicants an indirect wholly-owned subsidiary of
Replacement Fund’s sub- adviser seeks an order pursuant to Section 26(c) AEGON N.V.
without first obtaining shareholder of the 1940 Act, approving the 2. Each Account is a ‘‘separate
approval of either (a) the sub-adviser substitution of shares issued by certain account’’ as defined by rule 0–1(e)
change or (b) the parties’ continued series of Transamerica Series Trust (the under the 1940 Act and each is
ability to rely on their manager-of- ‘‘Replacement Funds’’) for shares of registered under the 1940 Act as a unit
managers exemptive order. certain registered investment companies investment trust. Each Account is
10. For two years following the currently held by sub-accounts of the divided into sub-accounts, which reflect
Effective Date the net annual expenses Accounts (the ‘‘Existing Funds’’), to the investment performance of certain
of each Replacement Fund that is a support certain variable annuity registered investment companies,
asabaliauskas on DSK3SPTVN1PROD with NOTICES
Transamerica Series Trust Fund will not contracts (collectively, the ‘‘Contracts’’) including Transamerica Series Trust.
exceed the net annual expenses of the issued by the Companies. The Accounts are administered and
corresponding Existing Fund as of the FILING DATE: The application was filed accounted for as part of the general
fund’s most recent fiscal year. To on June 15, 2015, and amended on business of the Companies. The
achieve this limitation, the Replacement December 8, 2015, July 1, 2016, and application sets forth the registration
Fund’s investment adviser will waive November 14, 2016. statement file numbers for the security
fees or reimburse the Replacement Fund HEARING OR NOTIFICATION OF HEARING: interests under the Contracts and the
in certain amounts to maintain expenses An order granting the requested relief Accounts.
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![Federal Register / Vol. 82, No. 60 / Thursday, March 30, 2017 / Notices 15741
security in a manner which will arise for affected Contract owners achieve this limitation, the Replacement
permanently affected all the investors in as a result of the Substitutions. Fund’s investment adviser will waive
the trust, the Contracts provide each 5. The rights or obligations of the fees or reimburse the Replacement Fund
Contract owner with the right to Companies under the Contracts of in certain amounts to maintain expenses
exercise his or her own judgment and affected Contract owners will not be at or below the limit. Any adjustments
transfer account values into other sub- altered in any way. will be made at least on a quarterly
accounts. Moreover, the Contracts will 6. Affected Contract owners will be basis. In addition, the Companies will
offer affected Contract owners the permitted to make at least one transfer not increase the Contract fees and
opportunity to transfer amounts out of of Contract value from the sub-account charges, including asset based charges
the affected sub-accounts into any of the investing in the Existing Fund (before such as mortality expense risk charges
remaining sub-accounts without cost or the Effective Date) or the Replacement deducted from the sub-accounts that
other disadvantage. The Substitution, Fund (after the Effective Date) to any would otherwise be assessed under the
therefore, will not result in the type of other available investment option under terms of the Contracts for a period of at
costly forced redemptions that Section the Contract without charge for a period least two years following the Effective
26(c) was designed to prevent. beginning at least 30 days before the Date.
Applicants also maintain that the Effective Date through at least 30 days
following the Effective Date. Except as For the Commission, by the Division of
Substitutions are unlike the type of Investment Management, under delegated
substitutions which Section 26(c) was described in any market timing/short- authority.
designed to prevent in that by term trading provisions of the relevant
Eduardo A. Aleman,
purchasing a Contract, Contract owners prospectus, the Company will not
exercise any right it may have under the Assistant Secretary.
select much more than a particular
Contract to impose restrictions on [FR Doc. 2017–06244 Filed 3–29–17; 8:45 am]
registered management open-end
investment company in which to invest transfers between the sub-accounts BILLING CODE 8011–01–P
their account values. They also select under the Contracts, including
the specific type of insurance coverage limitations on the future number of
offered by the Companies under their transfers, for a period beginning at least SECURITIES AND EXCHANGE
Contracts as well as other rights and 30 days before the Effective Date COMMISSION
privileges set forth in the Contracts. through at least 30 days following the [Release No. 34–80311; File No. SR–NYSE–
Applicants’ Conditions: Effective Date. 2016–45]
Applicants agree that any order 7. All affected Contract owners will be
granting the requested relief will be notified, at least 30 days before the Self-Regulatory Organizations; New
subject to the following conditions: Effective Date about: (a) The intended York Stock Exchange LLC; Notice of
1. The proposed Substitutions will substitution of Existing Funds with the Filing of Partial Amendment No. 4 and
not be effected unless the Companies Replacement Funds; (b) the intended Order Granting Accelerated Approval
determine that: (a) The Contracts allow Effective Date; and (c) information with of a Proposed Rule Change, as
the substitution of shares of registered respect to transfers as set forth in Modified by Amendment Nos. 1
open-end investment companies in the Condition 6 above. In addition, the Through 4, To Amend the Co-Location
manner contemplated by the Companies will deliver to all affected Services Offered by the Exchange To
application; (b) the Substitutions can be Contract owners, at least 30 days before Add Certain Access and Connectivity
consummated as described in the the Effective Date, a prospectus for each Fees
application under applicable insurance applicable Replacement Fund.
laws; and (c) any regulatory 8. The Companies will deliver to each March 24, 2017.
requirements in each jurisdiction where affected Contract owner within five (5) I. Introduction
the Contracts are qualified for sale have business days of the Effective Date a
On July 29, 2016, the New York Stock
been complied with to the extent written confirmation which will
Exchange LLC (‘‘NYSE’’ or the
necessary to complete the Substitutions. include: (a) A confirmation that the
‘‘Exchange’’) filed with the Securities
2. The Companies or their affiliates Substitutions were carried out as
and Exchange Commission
will pay all expenses and transaction previously notified; (b) a restatement of
(‘‘Commission’’), pursuant to Section
costs of the Substitutions, including the information set forth in the pre-
19(b)(1) of the Securities Exchange Act
legal and accounting expenses, any Substitution notice; and (c) values of the
of 1934 (‘‘Act’’) 1 and Rule 19b–4
applicable brokerage expenses and other Contract owner’s positions in the
thereunder,2 a proposed rule change to
fees and expenses. No fees or charges Existing Fund before the Substitution
amend the co-location services offered
will be assessed to the Contract owners and the Replacement Fund after the
by the Exchange to add certain access
to effect the Substitutions. Substitution.
3. The proposed Substitutions will be 9. After the Effective Date the and connectivity fees, applicable to
effected at the relative net asset values Applicants agree not to change a Users 3 in the Exchange’s data center in
of the respective shares in conformity Replacement Fund’s sub- adviser 1 15 U.S.C. 78s(b)(1).
with Section 22(c) of the 1940 Act and without first obtaining shareholder 2 17 CFR 240.19b–4.
Rule 22c–1 thereunder without the approval of either (a) the sub-adviser 3 For purposes of the Exchange’s co-location
imposition of any transfer or similar change or (b) the parties’ continued services, a ‘‘User’’ means any market participant
charges by Applicants. The ability to rely on their manager-of-
asabaliauskas on DSK3SPTVN1PROD with NOTICES
that requests to receive co-location services directly
Substitutions will be effected without managers exemptive order. from the Exchange. See Securities Exchange Act
Release No. 76008 (September 29, 2015), 80 FR
change in the amount or value of any 10. For two years following the 60190 (October 5, 2015) (SR–NYSE–2015–40). As
Contracts held by affected Contract Effective Date the net annual expenses specified in the Price List, a User that incurs co-
owners. of each Replacement Fund that is a location fees for a particular co-location service
4. The proposed Substitutions will in Transamerica Series Trust Fund will not pursuant thereto would not be subject to co-location
fees for the same co-location service charged by the
no way alter the tax treatment of exceed the net annual expenses of the Exchange’s affiliates NYSE MKT LLC (‘‘NYSE
affected Contract owners in connection corresponding Existing Fund as of the MKT’’) and NYSE Arca, Inc. (‘‘NYSE Arca’’). See
with their Contracts, and no tax liability fund’s most recent fiscal year. To Continued
VerDate Sep<11>2014 19:09 Mar 29, 2017 Jkt 241001 PO 00000 Frm 00057 Fmt 4703 Sfmt 4703 E:\FR\FM\30MRN1.SGM 30MRN1](https://thefederalregister.org/doc/82_FR_15798/page/4.svg)
Document Created: 2017-03-30 01:35:42
Document Modified: 2017-03-30 01:35:42
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice. | |
| Dates | The application was filed on June 15, 2015, and amended on December 8, 2015, July 1, 2016, and November 14, 2016. | |
| Contact | Bruce R. MacNeil, Senior Counsel, at (202) 551-6817, or David J. Marcinkus, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 15738 |
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