51536 Federal Register / Vol. 73, No. 171 / Wednesday, September 3, 2008 / Notices 

quality, utility, and clarity of the 

information to be collected; and (d) 

ways to minimize the burden related to 

the collection of information on 

respondents, including the use of 

automated collection techniques or 

other forms of information technology. 

1. Title and Purpose of Information 

Collection 

Employee’s Certification; OMB 3220– 

0140 

Section 2 of the Railroad Retirement 

Act (RRA), provides for the payment of 

an annuity to the spouse or divorced 

spouse of a retired railroad employee. 

For the spouse or divorced spouse to 

qualify for an annuity, the RRB must 

determine if the employee’s current 

marriage to the applicant is valid. 

The requirements for obtaining 

documentary evidence to determine 

valid marital relationships are 

prescribed in 20 CFR 219.30 through 

219.35. Section 2(e) of the RRA requires 

that an employee must relinquish all 

rights to any railroad employer service 

before a spouse annuity can be paid. 

The RRB uses Form G–346 to obtain 

the information needed to determine 

whether the employee’s current 

marriage is valid. Form G–346 is 

completed by the retired employee who 

is the husband or wife of the applicant 

for a spouse annuity. Completion is 

required to obtain a benefit. One 

response is requested of each 

respondent. 

The RRB proposes no changes to 

Form G–346. The RRB estimates that 

6,900 G–346’s will be completed 

annually at an estimated completion 

time of five minutes per response. Total 

respondent burden is estimated at 575 

hours. 

2. Title and Purpose of Information 

Collection 

Application and Claim for RUIA 

Benefits Due at Death; OMB 3220–0055 

Under Section 2(g) of the Railroad 

Unemployment Insurance Act (RUIA), 

benefits under that Act that accrued but 

were not paid because of the death of an 

employee shall be paid to the same 

individual(s) to whom benefits are 

payable under Section 6(a)(1) of the 

Railroad Retirement Act. The provisions 

relating to the payment of such benefits 

are prescribed in 20 CFR 325.5 and 20 

CFR 335.5. 

The RRB provides Form UI–63 for use 

in applying for the accrued sickness or 

unemployment benefits unpaid at the 

death of the employee and for securing 

the information needed by the RRB to 

identify the proper payee. Completion is 

voluntary. One response is requested of 

each respondent. 

The RRB proposes non-burden 

impacting editorial changes (for 

clarification purposes) and formatting 

changes to Form UI–63. The completion 

time for Form UI–63 is estimated at 7 

minutes. The RRB estimates that 

approximately 200 responses are 

received annually. Total annual 

respondent burden is estimated at 23 

hours. 

Additional Information or Comments: 

To request more information regarding 

either of the information collections 

listed above or to obtain copies of the 

information collection justifications, 

forms, and/or supporting material, 

please call the RRB Clearance Officer at 

(312) 751–3363 or send an e-mail 

request to Charles.Mierzwa@RRB.GOV. 

Comments regarding the information 

collections should be addressed to 

Ronald J. Hodapp, Railroad Retirement 

Board, 844 North Rush Street, Chicago, 

Illinois 60611–2092 or via an e-mail to 

Ronald.Hodapp@RRB.GOV. Written 

comments should be received within 60 

days of this notice. 

Charles Mierzwa, 

Clearance Officer. 

[FR Doc. E8–20300 Filed 9–2–08; 8:45 am] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28369; File No. 812–13451] 

Allianz Life Insurance Company of 

North America, et al. 

August 28, 2008. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of application for an 

order of approval pursuant to Section 

26(c) of the Investment Company Act of 

1940, as amended (the ‘‘1940 Act’’), and 

an order of exemption pursuant to 

Section 17(b) of the Act from Section 

17(a) of the Act. 

APPLICANTS: Allianz Life Insurance 

Company of North America (‘‘Allianz 

Life’’), Allianz Life Variable Account A 

(‘‘Allianz Account A’’), Allianz Life 

Variable Account B (‘‘Allianz Account 

B’’), Allianz Life Insurance Company of 

New York (‘‘Allianz NY’’ and together 

with Allianz Life, ‘‘Insurance Company 

Applicants’’), and Allianz Life of NY 

Variable Account C (‘‘Allianz Account 

C’’, and together with Allianz Account 

A and Allianz Account B, ‘‘Separate 

Accounts’’ and, collectively with 

Insurance Company Applicants, 

‘‘Applicants’’), and Allianz Variable 

Insurance Products Trust (‘‘VIP Trust’’ 

and collectively with Applicants, 

‘‘Section 17 Applicants’’). 

SUMMARY OF APPLICATION: Applicants 

seek an order pursuant to Section 26(c) 

of the 1940 Act, approving the 

substitutions of certain securities (the 

‘‘Substitutions’’) issued by certain 

management investment companies and 

held by Separate Accounts to support 

certain variable annuity contracts and 

variable life insurance contracts (the 

‘‘Contracts’’) issued by Insurance 

Company Applicants. Section 17 

Applicants seek an order pursuant to 

Section 17(b) of the 1940 Act exempting 

them to the extent necessary to permit 

Insurance Company Applicants to carry 

out the Substitutions. 

FILING DATE: The application was 

originally filed on November 19, 2007, 

and amended on August 27, 2008. 

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 must be 

received by the Commission by 5:30 

p.m. on September 18, 2008, and should 

be accompanied by proof of service on 

Applicants and VIP Trust in the form of 

an affidavit or, for lawyers, a certificate 

of service. Hearing requests should state 

the nature of the requester’s interest, 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 Secretary 

of the Commission. ADDRESSES: 

Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

Applicants and VIP Trust, Allianz Life 

Insurance Company of North America, 

5701 Golden Hills Dr., Minneapolis, MN 

55416–1297; Allianz Life Insurance 

Company of New York, One Chase 

Manhattan Plaza, 37th Floor, New York, 

NY 10005–1423; Allianz Variable 

Insurance Products Trust, 5701 Golden 

Hills Dr., Minneapolis, MN 55416–1297. 

FOR FURTHER INFORMATION CONTACT: 

Craig Ruckman, Law Clerk, at (202) 

551–6753 or Harry Eisenstein, Branch 

Chief, Office of Insurance Products, 

Division of Investment Management, at 

(202) 551–6795. 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee from the 

Public Reference Branch of the 

Commission, 100 F Street, NE., 

Washington, DC 20549 (202–551–8090). 


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Applicants’ Representations 

1. Allianz Life is a stock life insurance 

company organized under the laws of 

the state of Minnesota. Allianz NY is a 

stock life insurance company organized 

under the laws of the state of New York. 

2. Allianz Account A is registered as 

a unit investment trust under the 1940 

Act (File No. 811–04965) and is used to 

fund certain variable life insurance 

policies issued by Allianz Life. Allianz 

Account A is divided into a number of 

subaccounts, each of which invests in 

and reflects the investment performance 

of a specific underlying registered 

investment company or portfolio thereof 

(each an ‘‘Investment Option’’). Three 

variable life insurance contracts funded 

by Allianz Account A are affected by 

this application. 

Allianz Account B is registered as a 

unit investment trust under the 1940 

Act (File No. 811–05618) and 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. 

Fourteen variable annuity contracts 

funded by Allianz Account B are 

affected by this application. 

Allianz Account C is registered as a 

unit investment trust under the 1940 

Act (File No. 811–05716) and 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. Six 

variable annuity contracts funded by 

Allianz Account C are affected by this 

application. 

3. For purposes of the 1940 Act, 

Allianz Life is the depositor and 

sponsor of Allianz Account A and 

Allianz Account B, and Allianz NY is 

the depositor and sponsor of Allianz 

Account C, as those terms have been 

interpreted by the Commission with 

respect to variable annuity and variable 

life insurance separate accounts. Each 

Separate Account meets the definition 

of a ‘‘separate account’’ in Rule 0–1(e) 

under the 1940 Act. 

4. The Contracts allow contractowners 

to allocate premium payments and 

transfer Contract value among the 

various subaccounts of the Separate 

Accounts. Of the 12 Contracts with 

effective and updated registration 

statements, eight offer all 78 Investment 

Options that are available under the 

Separate Accounts, two offer 74 

Investment Options, one offers 73 

Investment Options, and one offers 64 

Investment Options. Two of these 

Contracts (known as Allianz Alterity 

and Allianz Rewards) have restrictions 

on the allocations that contractowners 

may make to the Investment Options if 

they select the optional Prime Plus 

Benefit. Under these Contracts, when 

certain risk or volatility limits are 

exceeded, allocations and transfers to 

certain Investment Options, including 

each of the Replaced Funds (as defined 

below), are limited or prohibited. The 

limits on allocations and transfers to the 

Replacement Funds (as defined below) 

under the Prime Plus Benefits are, and 

will be, no more restrictive than on the 

associated Replaced Funds. 

In most instances, up to 12 transfers 

may be made during each year free of 

charge (the year is measured by the date 

of issuance of the Contract). Under these 

Contracts, Insurance Company 

Applicants have reserved the right to 

charge a $25 fee (or the lesser of $25 or 

2% of the amount transferred for certain 

Contracts) for each transfer in excess of 

12 per Contract year. Since the 

Contracts are not designed for 

professional market timing 

organizations, or other persons using 

programmed, large, or frequent 

transfers, Insurance Company 

Applicants have reserved the right to 

restrict transfer activity that they 

determine to be excessive or 

inappropriate. 

5. Under the Contracts, Insurance 

Company Applicants reserve the right, 

subject to regulatory approval, to 

substitute one of the Investment Options 

with another Investment Option after 

appropriate notice. Moreover, the 

Contracts permit 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. Thus, subject 

to regulatory approval, the Contracts 

permit Insurance Company Applicants 

to stop accepting purchase payments 

into one or more Investment Options 

and/or to substitute the shares 

representing an Investment Option held 

in a subaccount for the shares 

representing another Investment Option. 

6. The Contracts are variable annuity 

contracts and variable life insurance 

policies. Allianz Life currently issues 

individual deferred variable annuity 

contracts and has previously issued 

immediate variable annuity contracts 

and variable life insurance policies. 

Allianz NY issues individual deferred 

variable annuity contracts offered for 

sale in New York. 

7. Currently, Allianz Life has the 

following registration statements which 

are effective and updated with the 

Commission for Contracts sponsored by 

Allianz Account B that offer the 

Replaced Funds as Investment Options: 

Separate account Registration No. Contract name Type of contract 

Allianz Account B .......................................... 333–82329 Allianz Alterity ............................................... Variable Deferred Annuity. 

Allianz Account B .......................................... 333–90260 Allianz High Five ........................................... Variable Deferred Annuity. 

Allianz Account B .......................................... 333–111049 Allianz High Five Bonus ............................... Variable Deferred Annuity. 

Allianz Account B .......................................... 333–120181 Allianz High Five L ........................................ Variable Deferred Annuity. 

Allianz Account B .......................................... 333–95729 Allianz Rewards ............................................ Variable Deferred Annuity. 

Allianz Account B .......................................... 33–23035 Valuemark II .................................................. Variable Deferred Annuity. 

Allianz Account B .......................................... 33–72046 Valuemark III ................................................. Variable Deferred Annuity. 

Allianz Account B .......................................... 333–06709 Valuemark IV ................................................ Variable Deferred Annuity. 

8. In addition, Allianz Life has the 

following registration statements that 

are effective, but no longer updated, for 

older Contracts sponsored by Allianz 

Account A and Allianz Account B that 

are no longer offered for sale and offer 

the Replaced Funds as Investment 

Options: 

Separate account Registration No. Contract name Type of contract 

Allianz Account B ....................................... 333–126217 Allianz Custom Income .............................. Variable Deferred Annuity. 

Allianz Account B ....................................... 333–134267 Allianz Elite ................................................. Variable Deferred Annuity. 


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Separate account Registration No. Contract name Type of contract 

Allianz Account A ....................................... 33–11158 Allianz ValueLife ......................................... Flexible Premium Variable Universal Life. 

Allianz Account B ....................................... 333–63719 USAllianz Charter ....................................... Variable Deferred Annuity. 

Allianz Account B ....................................... 333–101812 USAllianz Charter II ................................... Variable Deferred Annuity. 

Allianz Account B ....................................... 333–47886 USAllianz Dimensions ................................ Variable Deferred Annuity. 

Allianz Account A ....................................... 333–60206 USAllianz LifeFund ..................................... Flexible Premium Variable Universal Life. 

Allianz Account B ....................................... 33–76190 Valuemark Income Plus ............................. Variable Immediate Annuity. 

Allianz Account A ....................................... 33–15464 Valuemark Life ........................................... Single Premium Variable Life. 

9. Currently Allianz NY has the 

following registration statements which 

are effective and updated with the 

Commission for Contracts sponsored by 

Allianz Account C that offer the 

Replaced Funds as Investment Options: 

Separate account Registration No. Contract name Type of contract 

Allianz Account C .......................................... 333–19699 Allianz Advantage NY ................................... Variable Deferred Annuity. 

Allianz Account C .......................................... 333–105274 Allianz Charter II NY ..................................... Variable Deferred Annuity. 

Allianz Account C .......................................... 333–124767 Allianz High Five NY ..................................... Variable Deferred Annuity. 

Allianz Account C .......................................... 333–75718 Allianz Opportunity NY ................................. Variable Deferred Annuity. 

10. In addition, Allianz NY has the 

following registration statements that 

are effective, but no longer updated, for 

older Contracts sponsored by Allianz 

Account C that are no longer offered for 

sale and offer the Replaced Funds as 

Investment Options: 

Separate account Registration No. Contract name Type of contract 

Allianz Account C .......................................... 33–26646 Valuemark II NY ........................................... Variable Deferred Annuity. 

Allianz Account C .......................................... 333–19699 Valuemark IV NY .......................................... Variable Deferred Annuity. 

11. Applicants propose to substitute 

certain classes of shares of the AZL 

Jennison 20/20 Focus Fund, AZL S&P 

500 Index Fund, and AZL Small Cap 

Stock Index Fund (each a ‘‘Replacement 

Fund’’ and collectively the 

‘‘Replacement Funds’’) for certain 

classes of shares of the corresponding 

funds listed in the table below (each a 

‘‘Replaced Fund’’ and collectively the 

‘‘Replaced Funds’’) currently held by 

the Separate Accounts. 

Replacement fund (subadviser) Share class(es) Replaced fund (adviser/subadviser) Share class(es) 

AZL Jennison 20/20 Focus Fund (Jennison Associates LLC).Class 2 ................ Jennison 20/20 Focus Portfolio (Prudential Investments LLC/Jennison Associates LLC).Class 2. 

AZL S&P 500 Index Fund (The Dreyfus Corporation).Class 1 ................

Class 2 ................

Dreyfus Stock Index Fund, Inc. (The Dreyfus Corporation).Initial Service. 

AZL Small Cap Stock Index Fund (The Dreyfus 

Corporation).

Class 2 ................ Dreyfus Investment Portfolios Small Cap Stock 

Index Portfolio (The Dreyfus Corporation).

Service. 

12. Each Replacement Fund is a series 

of the VIP Trust, a Delaware business 

trust. The VIP Trust is registered as an 

open-end management investment 

company under the 1940 Act (File No. 

811–9491) and its shares are registered 

as securities under the Securities Act of 

1933, as amended (the ‘‘1933 Act’’) (File 

No. 333–83423). 

13. Each of the Replacement Funds, as 

well as all other funds offered by the 

VIP Trust, is managed by Allianz 

Investment Management LLC (‘‘AZIM’’), 

a wholly owned subsidiary of Allianz 

Life. AZIM is registered as an 

investment adviser with the 

Commission pursuant to the Investment 

Advisers Act of 1940 (File No. 801– 

60167). 

14. The AZL Jennison 20/20 Focus 

Fund is assessed a 12b–1 fee at an 

annual rate of 0.25% of average daily 

net assets, which is the maximum 12b– 

1 fee permitted under its distribution 

plan. Class 1 shares of the AZL S&P 500 

Index Fund are not assessed a 12b–1 fee, 

while Class 2 shares of the AZL S&P 500 

Index Fund are assessed a 12b–1 fee at 

an annual rate of 0.25% of average daily 

net assets attributable to Class 2 shares, 

which is the maximum 12b–1 fee 

permitted under its distribution plan. 

The AZL Small Cap Stock Index Fund 

is assessed a 12b–1 fee at an annual rate 

of 0.25% of average daily net assets, 

which is the maximum 12b–1 fee 

permitted under its distribution plan. 

15. Under the terms of a ‘‘manager of 

managers’’ exemptive order issued by 

the Commission pursuant to Section 

6(c) of the 1940 Act, Investment 

Company Act Release No. 25734 

(September 17, 2002), AZIM selects and 

manages subadvisers for the various 

series of the VIP Trust, subject to the 

oversight of the Board of Trustees of the 

VIP Trust, without obtaining 

shareholder approval (the ‘‘Manager of 

Managers Order’’). The relief granted in 

the Manager of Managers Order extends 

to all of the Replacement Funds. The 

Replacement Funds are offered to 

contractowners via prospectuses 

containing disclosure (1) describing the 

existence, substance, and effect of the 

Manager of Managers Order; (2) holding 

the Replacement Funds out to the 

public as employing the management 

structure described in the application 

for the Manager of Managers Order; and 

(3) explaining that AZIM has the 

ultimate responsibility (subject to 

oversight by the Board of Trustees of the 


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VIP Trust) to oversee the subadvisers 

and recommend their hiring, 

termination, and replacement. The 

Replacement Funds’ prospectuses will 

be provided to each affected 

contractowner prior to the 

Substitutions. 

16. The Dreyfus Investment Portfolios 

Small Cap Stock Index Portfolio 

(‘‘Dreyfus IP Small Cap Stock Index 

Portfolio’’) is a series of Dreyfus 

Investment Portfolios (‘‘Dreyfus IP’’). 

Service shares of the Dreyfus IP Small 

Cap Stock Index Portfolio are assessed 

a 12b–1 fee at an annual rate of 0.25% 

of average daily net assets, which is the 

maximum 12b–1 fee permitted under its 

distribution plan. 

Initial shares of the Dreyfus Stock 

Index Fund, Inc. are not assessed a 12b– 

1 fee, while Service shares of the 

Dreyfus Stock Index Fund, Inc. are 

assessed a 12b–1 fee at an annual rate 

of 0.25% of average daily net assets 

attributable to Service shares, which is 

the maximum 12b–1 fee permitted 

under its distribution plan. The 

Jennison 20/20 Focus Portfolio is a 

series of the Prudential Series Fund (the 

‘‘Prudential Series’’). Class 2 shares are 

assessed a 12b–1 fee at an annual rate 

of 0.25% of average daily net assets, 

which is the maximum 12b–1 fee 

permitted under its distribution plan. 

17. The following chart summarizes 

the advisers, investment objective, 

principal investment strategies, 

principal investment risks, and asset 

size of the Jennison 20/20 Focus 

Portfolio and the AZL Jennison 20/20 

Focus Fund, as stated in their respective 

prospectuses and statements of 

additional information. 

Replaced fund Replacement fund 

Fund Name .......................................... Jennison 20/20 Focus Portfolio .............................. AZL Jennison 20/20 Focus Fund. 

Adviser/Subadviser .............................. Prudential Investments LLC/Jennison Associates 

LLC.

AZIM/Jennison Associates LLC. 

Investment Objective ............................ Long-term growth of capital .................................... The investment objective of the AZL Jennison 20/ 

20 Focus Fund is long-term growth of capital. 

This means that the Subadviser seeks investments whose prices will increase over several 

years. 

Principal Investment Strategies ........... Invest in up to 40 equity and equity-related securities of U.S. companies that are selected by the 

Portfolio’s two portfolio managers (up to 20 by 

the value and 20 by the growth portfolio manager) as having strong capital appreciation potential.

The Fund normally invests at least 80% of its total 

assets in approximately 40 (which may range up 

to 45) equity and equity-related securities of 

companies that the Subadviser believes have 

strong capital appreciation potential. The Fund’s 

strategy is to combine the efforts of two portfolio 

managers with different styles (value and 

growth). 

Principal Risks ...................................... ∑ Company risk. ∑ Market Risk. 

∑ Derivatives risk. ∑ Selection Risk. 

∑ Foreign investment risk. ∑ Focused Investment Risk. 

Æ Currency risk. ∑ Value Stocks Risk. 

Æ Emerging market risk. ∑ Growth Stocks Risk. 

Æ Foreign market risk. ∑ Initial Public Offerings Risk. 

Æ Information risk. ∑ Frequent Trading. 

Æ Liquidity risk. ∑ Foreign Risk. 

Æ Political developments. ∑ Convertible Securities Risk. 

Æ Political risk. ∑ Derivatives Risk. 

Æ Regulatory risk. ∑ Real Estate Investments Risk. 

∑ Leveraging risk. ∑ Credit Risk. 

∑ Management risk. ∑ Interest Rate Risk. 

∑ Market risk. ∑ Liquidity Risk. 

Fund Asset Level as of 12/31/07 ......... $379.9 million 1 ........................................................ $383.2 million. 

1Assets held in the Separate Accounts on December 31, 2007, were $112.7 million. 

18. The following chart compares the 

management fees and the total operating 

expenses (before and after any waivers 

and reimbursements) for the year ended 

December 31, 2007, expressed as an 

annual percentage of average daily net 

assets, of the Jennison 20/20 Focus 

Portfolio and the AZL Jennison 20/20 

Focus Fund. As noted below, the Net 

Total Operating Expenses are less for 

the AZL Jennison 20/20 Focus Fund 

than for the Jennison 20/20 Focus 

Portfolio. 

[In percent] 

Replaced fund Replacement fund 

Fund Name .................................................................................................. Jennison 20/20 Focus Portfolio AZL Jennison 20/20 Focus Fund 

Management Fee ......................................................................................... 0.75 0.77 

12b–1 Fees .................................................................................................. 0.25 0.25 

Other Expenses ........................................................................................... 0.22 0.10 

Acquired Fund Fees & Expenses ................................................................ 0.00 0.00 

Total Annual Fund Operating Expenses ..................................................... 1.22 1.12 


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[In percent]—Continued 

Replaced fund Replacement fund 

Fee Waiver .................................................................................................. 0.00 0.00 

Net Annual Fund Operating Expenses ........................................................ 1.22 1.12 

19. The following chart summarizes 

the advisers, investment objective, 

principal investment strategies, 

principal investment risks, and asset 

size of the Dreyfus Stock Index Fund, 

Inc., and the AZL S&P 500 Index Fund, 

as stated in their respective 

prospectuses and statements of 

additional information. 

Replaced fund Replacement fund 

Fund Name .......................................... Dreyfus Stock Index Fund, Inc ............................... AZL S&P 500 Index Fund. 

Adviser/Subadviser .............................. The Dreyfus Corporation ......................................... AZIM/The Dreyfus Corporation. 

Investment Objective ............................ The fund seeks to match the total return of the 

Standard & Poor’s 500 Composite Stock Price 

Index.

The AZL S&P 500 Index Fund seeks to match the 

total return of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500 ). 

Principal Investment Strategies ........... To pursue this goal, the fund generally invests in 

all 500 stocks in the S&P 500 in proportion to 

their weighting in the index.

To pursue its goal the Fund’s subadviser, The 

Dreyfus Corporation (‘‘Dreyfus’’), normally invests in all 500 stocks in the S&P 500 in proportion to their weighting in the index. 

Principal Risks ...................................... ∑ Market Risk. ∑ Market Risk. 

∑ Issuer Risk. ∑ Indexing Strategy Risk. 

∑ Indexing Strategy Risk. ∑ Insurer Risk. 

∑ Derivatives Risk. ∑ Derivatives Risk. 

∑ License Termination Risk. 

Fund Asset Level as of 12/31/07 ......... $3.2 billion 2 ............................................................. $28.0 million.3

20. The following chart compares the 

management fees and the total operating 

expenses (before and after any waivers 

and reimbursements) for the year ended 

December 31, 2007, expressed as an 

annual percentage of average daily net 

assets, of the Dreyfus Stock Index Fund, 

Inc. and the AZL S&P 500 Index Fund. 

As noted below, an expense cap will be 

in place for the AZL S&P 500 Index 

Fund for two years from the date of the 

Substitution so that the Net Total 

Operating Expenses for the AZL S&P 

500 Index Fund are expected to be no 

greater than for the Dreyfus Stock Index 

Fund, Inc. 

[In percent] 

Replaced fund Replacement fund 

Fund Name ............................................ Dreyfus Stock Index Fund, Inc. AZL S&P 500 Index Fund 

Initial Class Service Class Class 1 Class 2 

Management Fee ................................... 0.25 0.25 0.17 0.17 

12b–1 Fees ............................................ 0.00 0.25 0.00 0.25 

Other Expenses ..................................... 0.02 0.02 0.31 0.31 

Acquired Fund Fees & Expenses .......... 0.00 0.00 0.00 0.00 

Total Annual Fund Operating Expenses.0.27 0.52 0.48 0.73 

Fee Waiver ............................................. 0.00 0.00 0.24 0.24 

Net Annual Fund Operating Expenses.0.27 0.52 *0.24 * 0.49

* Net Annual Fund Operating Expenses will be capped by the Fund’s manager at 0.24% and 0.49%, net of Acquired Fund Fees and Expenses, 

for Class 1 and Class 2 shares respectively for two years from the date of the Substitution. 


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2 Includes $2.7 billion for initial shares and 

$532.7 million for Service shares. Assets held in the 

Separate Accounts on December 31, 2007 were 

$20.1 million for Initial shares, $315.0 million for 

Service shares. 

3Class 1 and Class 2 combined. 

4Assets held in Separate Accounts on December 

31, 2007 were $227.1 million. 

5The fund commenced operations on May 1, 

2007. 

21. The following chart summarizes 

the advisers, investment objective, 

principal investment strategies, 

principal investment risks, and asset 

size of the Dreyfus IP Small Cap Stock 

Index Portfolio and the AZL Small Cap 

Stock Index Fund, as stated in their 

respective prospectuses and statements 

of additional information. 

Replaced fund Replacement fund 

Fund Name ................................. Dreyfus IP Small Cap Stock Index Portfolio ............... AZL Small Cap Stock Index Fund. 

Adviser/Subadviser ..................... The Dreyfus Corporation ............................................. AZIM/The Dreyfus Corporation. 

Investment Objective ................... The portfolio seeks to match the performance of the 

Standard & Poor’s (S&P) SmallCap 600 Index.

The AZL Small Cap Stock Index Fund seeks to 

match the performance of the Standard & Poor’s 

(S&P) Small Cap 600 Index. 

Principal Investment Strategies .. To pursue this goal, the portfolio invests in a representative sample of stocks included in the S&P 

SmallCap 600 Index, and in futures whose performance is related to the index, rather than attempt to replicate the index.

To pursue this goal the Fund’s subadviser, The Dreyfus Corporation (‘‘Dreyfus’’), invests in a representative sample of stocks included in the S&P 

SmallCap 600 Index and in futures whose performance is related to the index, rather than attempting to replicate the index. 

Principal Risks ............................. • Market Risk. • Market Risk. 

• Issuer Risk. • Indexing Strategy Risk. 

• Small and midsize company Risk. • Capitalization Risk. 

• Indexing Strategy Risk. • Issuer Risk. 

• Derivatives Risk. • Derivatives Risk. 

• License Termination Risk. 

Fund Asset Level as of 12/31/07 $373.4 million 4 ............................................................ $22.1 million. 5

22. The following chart compares the 

management fees and the total operating 

expenses (before and after any waivers 

and reimbursements) for the year ended 

December 31, 2007, expressed as an 

annual percentage of average daily net 

assets, of the Dreyfus IP Small Cap 

Stock Index Portfolio and the AZL 

Small Cap Stock Index Fund. As noted 

below, an expense cap will be in place 

for the AZL Small Cap Stock Index for 

two years from the date of the 

Substitution so that the Net Total 

Operating Expenses for the AZL Small 

Cap Stock Index Fund are expected to 

be no greater than for the Dreyfus IP 

Small Cap Stock Index Portfolio. 

[In percent] 

Replaced fund Replacement fund 

Fund Name .............................................. Dreyfus IP Small Cap Stock Index Portfolio AZL Small Cap Stock Index Fund 

Management Fee ..................................... 0.35 0.26 

12b–1 Fees .............................................. 0.25 0.25 

Other Expenses ....................................... 0.01 0.36 

Acquired Fund Fees & Expenses ............ 0.00 0.00 

Total Annual Fund Operating Expenses 0.61 0.87 

Fee Waiver ............................................... 0.00 0.29 

Net Annual Fund Operating Expenses .... 0.61 0.58 

23. As a result of the Substitutions, 

the number of Investment Options 

under each Contract will either not be 

decreased, or, in those cases where the 

number of Investment Options is being 

reduced, continue to offer a significant 

number of alternative Investment 

Options. Specifically, the number of 

Investment Options is currently 

expected to range in number from 29 to 

75 after the Substitutions versus 29 to 

78 before the Substitutions. 

24. At the close of business on the day 

of the Substitution (the ‘‘Substitution 

Date’’), Insurance Company Applicants 

will each redeem shares of the Replaced 

Funds held by their Separate Accounts 

in kind and apply the proceeds of such 

redemptions to the purchase shares of 

the corresponding Replacement Funds. 

Thus, after the Substitutions, each 

subaccount of the Separate Accounts 

previously holding shares of a Replaced 

Fund will hold shares of the 

corresponding Replacement Fund. 

25. Redemption requests and 

purchase orders will be placed 

simultaneously so that redemption of 

Replaced Fund shares and purchase of 

Replacement Fund shares will both 

occur at the price for such shares 

computed as of the close of business on 

the Substitution Date in a manner 

consistent with Rule 22c–1 under the 

1940 Act. As a result, the full net asset 

value of the Replaced Fund shares held 

by the Separate Accounts will be 

reflected in the contractowners’ 

Contract values following the 

Substitutions, without reduction for 

brokerage or other such fees or charges. 

All expenses incurred in connection 

with the Substitutions, including legal, 

accounting, transactional, and other fees 

and expenses, including brokerage 


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commissions, will be paid by Insurance 

Company Applicants, or the manager of 

the Replacement Funds. Accordingly, 

Contract value attributable to 

contractowners then invested in the 

Replaced Funds will remain fully 

invested at all times, and the 

Substitutions will take place at relative 

net asset value with no change in the 

amount of any contractowner’s Contract 

value, death benefit, or in the dollar 

value of his or her investments in the 

applicable Separate Account. 

26. Affected contractowners will not 

incur any fees or charges in connection 

with the Substitutions so that the net 

asset value of redeemed shares of the 

Replaced Funds held by the Separate 

Accounts will be reflected in the 

contractowners’ Contract values 

following the Substitutions. Moreover, 

neither the obligations of the respective 

Insurance Company Applicants under 

the Contracts nor the rights of 

contractowners will be altered in any 

way by the Substitutions. The 

Substitutions will not impose any tax 

liability or have any adverse tax 

consequences on contractowners. The 

Substitutions will not cause Contract 

fees and charges currently being paid by 

existing owners of Contracts to be 

greater after the Substitutions than they 

were before the Substitutions. For a 

period of at least 30 days following the 

Substitutions, Insurance Company 

Applicants will not exercise any right it 

may have under the Contracts to impose 

restrictions on transfers except pursuant 

to any Investment Option allocation 

restrictions under the Contracts.6 

27. From the date that notice of the 

Substitutions was provided to affected 

contractowners by means of a 

prospectus supplement (the ‘‘PreSubstitution Supplement’’) through the 

date 30 days after the Substitution (the 

‘‘Free Transfer Period’’), the respective 

Insurance Company Applicants will 

allow the affected contractowners to 

make one transfer of Contract value held 

in each subaccount investing in the 

Replaced Funds (before the 

Substitutions) or Replacement Fund 

(after the Substitutions) to one or more 

Investment Options available pursuant 

to the Contracts without charge and 

without assessing transfer fees. Such a 

transfer also will not be counted as a 

transfer request under any contractual 

provisions of the Contracts that limit the 

number of transfers that may be made 

without charge. 

28. Under the Manager of Managers 

Order, subject to the approval of the 

Board of Trustees of the VIP Trust, 

AZIM may retain one or more 

subadvisers for any fund of the VIP 

Trust without the approval of 

shareholders of the fund. However, after 

the Substitution Date, Insurance 

Company Applicants represent that 

AZIM will not retain any new 

subadviser for the AZL S&P 500 Index 

Fund and the AZL Small Cap Stock 

Index Fund, or otherwise rely on the 

Manager of Managers Order in 

connection with AZL S&P 500 Index 

Fund and the AZL Small Cap Stock 

Index Fund, without first obtaining 

shareholder approval of either: (1) the 

new subadviser, or (2) the fund’s ability 

to rely on the Manager of Managers 

Order. 

29. Notice of the Substitutions and 

Free Transfer Period has been given to 

all affected contractowners by means of 

the Pre-Substitution Supplement for 

each of the Contracts stating that 

Applicants have filed the application 

and seek approval of the Substitutions. 

The Pre-Substitution Supplement sets 

forth the anticipated Substitution Date 

and advises affected contractowners that 

Contract values allocated to subaccounts 

investing in shares of the Replaced 

Funds will be transferred to 

subaccounts investing in shares of the 

Replacement Funds, without charge 

(including sales charges or surrender 

charges) and without counting toward 

the number of transfers that may be 

permitted without charge, on the 

Substitution Date. The Pre-Substitution 

Supplement states that, during the Free 

Transfer Period, affected contractowners 

may make one transfer of Contract value 

from each subaccount investing in a 

Replaced Fund (before the 

Substitutions) or a Replacement Fund 

(after the Substitutions) to one or more 

other subaccount(s), subject to any 

Investment Option allocation 

restrictions under their Contract, 

without charge and without the transfer 

counting against any limitations on 

transfers. Further, prior to the 

Substitutions, all affected 

contractowners will receive a copy of 

the most recent prospectus for the 

Replacement Funds. 

30. Within five days following the 

Substitutions, Insurance Company 

Applicants will send a written notice to 

affected contractowners stating that the 

Substitutions were carried out and 

reiterating the information set forth in 

the Pre-Substitution Supplement. 

31. For those who were 

contractowners on the date of the 

proposed Substitutions, Insurance 

Company Applicants will reimburse, on 

the last business day of each fiscal 

period (not to exceed a fiscal quarter) 

during the 24 months following the 

Substitution Date, those contractowners 

whose subaccount invests in any 

Replacement Fund such that the sum of 

such Replacement Fund’s (a) operating 

expenses (taking into account fee 

waivers and expense reimbursements), 

net of any acquired fund fees and 

expenses, and (b) asset-based fees and 

charges for the Contracts for such period 

will not exceed, on an annualized basis, 

the sum of the corresponding Replaced 

Fund’s operating expenses (taking into 

account any fee waiver or expense 

reimbursement) and subaccount 

expenses for the fiscal year ended 

December 31, 2007. Thereafter, 

expenses for the Replacement Funds 

will vary from year to year and may 

exceed those of the corresponding 

Replaced Funds. 

Applicants’ Legal Analysis 

1. Applicants represent that Section 

26(c) of the 1940 Act makes it unlawful 

for any depositor or trustee of a 

registered unit investment trust holding 

the security of a single issuer to 

substitute another security for such 

security unless the Commission 

approves the substitution. Applicants 

note that the Commission will approve 

such a substitution if the evidence 

establishes that it is consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the 1940 Act. 

2. Applicants note the legislative 

history makes clear that Congress 

intended Section 26(c) of the 1940 Act 

to provide the Commission scrutiny of 

proposed substitutions that could 

otherwise, in effect, force shareholders 

dissatisfied with the substituted security 

to redeem their shares, thereby possibly 

incurring either a loss of the sales load 

deducted from initial purchase 

payments, an additional sales load upon 

reinvestment of the proceeds of 

redemption, or both. 

3. Applicants assert that Section 26(c) 

of the 1940 Act would not appear to 

have been designed to prohibit 

transactions like the Substitutions, in 

which a number of customer protections 

are provided, including the fact that the 

applicable unit investment trusts (the 

Separate Accounts) offer in excess of 63 

different Investment Options. 

4. Applicants claim that the purposes, 

terms, and conditions of the 

Substitutions are consistent with the 

principles and purposes of Section 26(c) 

of the 1940 Act and do not entail any 

of the abuses that Section 26(c) of the 

1940 Act is designed to prevent. 

Contractowners will not be assessed 

charges in connection with the 

Substitutions and their annual fund net 

total operating expenses are expected to 

remain the same or decrease. In 

addition, to the extent a contractowner 

does not wish to participate in the 


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Substitutions, he or she is free to make 

one transfer to any other option 

available under the relevant Contract at 

any time prior to the date of the 

Substitutions or during the 30-day 

period following the date of the 

Substitutions without any transfer fee 

and without that transfer counting as a 

transfer request under any contractual 

provisions of the Contracts that limit the 

number of transfers that may be made 

without charge. Moreover, the Contracts 

have features that Applicants believe 

provide adequate protection to 

contractowners. These features include: 

(1) A significant number of different 

Investment Options; 

(2) Investment Options that are 

reasonably diversified; 

(3) Investment Options that are 

reasonably seasoned; 

(4) Reasonable transferability between 

Investment Options; 

(5) Investment choices that include an 

option that is intended to reduce or 

eliminate fluctuation of principal; and 

(6) Reasonable liquidity in the form of 

free partial withdrawal rights. 

5. In addition, contractowners will be 

substituted into Replacement Funds 

whose investment objectives, principal 

investment policies, and risks 

Applicants believe will be substantially 

similar or virtually identical to those of 

the corresponding Replaced Funds, with 

net total operating expenses that are 

anticipated to be equal to or less than 

those of their corresponding Replaced 

Funds. Like the Replaced Funds which 

are not assessed a 12b–1 fee, their 

corresponding Replacement Funds will 

not be assessed a 12b–1 fee. 

6. In addition to substantially similar 

or virtually identical investment 

objectives, principal investment 

policies, and risks, as well as 

anticipated equal or lower net total 

operating expenses, Applicants 

maintain that the types of investment 

advisory and administrative services 

that will be provided to the 

Replacement Funds by their subadvisers 

will be comparable to the types of 

investment advisory and administrative 

services currently provided to the 

Replaced Funds by their respective 

investment advisers. Contractowners 

who become beneficial owners of the 

Replacement Funds as a result of the 

proposed Substitutions will enjoy 

continuity of their asset manager. These 

Replacement Funds will be managed by 

AZIM, but the asset management 

activity will be handled by the 

subadviser that currently manages the 

corresponding Replaced Fund. 

7. Moreover, because the Replacement 

Funds operate pursuant to the Manager 

of Managers Order, Applicants believe 

that the proposed Substitutions will 

provide protection to contractowners by 

giving AZIM the flexibility to change 

the subadvisers of the Replacement 

Funds should such a change become 

warranted or advisable. Thus, 

Applicants will provide contractowners 

with investment vehicles following the 

Substitutions that will be substantially 

similar to those offered prior to the 

Substitutions. 

8. In further support of their 

contention that the Substitutions do not 

present the type of costly forced 

redemption or other harms that Section 

26(c) of the 1940 Act was intended to 

guard against and are consistent with 

the protection of investors and the 

purposes fairly intended by the 1940 

Act, Applicants note that the 

Substitutions will be subject to the 

following terms and conditions: 

(1) A contractowner may request that 

his or her Contract value be reallocated 

to another Investment Option, subject to 

any Investment Option allocation 

restrictions under their Contract, at any 

time during the Free Transfer Period 

without charge. The Free Transfer 

Period provides sufficient time for 

contractowners to reconsider their 

Investment Options; 

(2) The Substitutions will be at net 

asset value of the respective shares, 

without the imposition of any transfer, 

brokerage or similar charge; 

(3) Neither the contractowners, the 

Replaced Funds, nor the Replacement 

Funds will bear any costs of the 

Substitutions, and all legal, accounting, 

and transactional costs and any 

brokerage or other costs incurred in the 

Substitutions will be paid by Insurance 

Company Applicants or the managers to 

the Replacement Funds, and 

accordingly, the Substitutions will have 

no impact on the contractowners’ 

Contract values; 

(4) The Substitutions will in no way 

alter the contractual obligations of 

Insurance Company Applicants or the 

rights and privileges of contractowners 

under the Contracts; and 

(5) The Substitutions will in no way 

alter the tax benefits to contractowners. 

9. Applicants request an order of the 

Commission pursuant to Section 26(c) 

of the 1940 Act approving the 

Substitutions on the terms set forth in 

this Application. Applicants believe, for 

all of the reasons stated above, that each 

Substitution is consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the 1940 Act. 

10. Section 17 Applicants also request 

that the Commission issue an order 

pursuant to Section 17(b) of the 1940 

Act exempting them from Section 17(a) 

of the 1940 Act to the extent necessary 

to permit Insurance Company 

Applicants to carry out the 

Substitutions by redeeming shares of the 

Replaced Funds in kind and using the 

proceeds to purchase shares of the 

Replacement Funds. 

11. Section 17(a)(1) of the 1940 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 1940 Act prohibits any of 

the persons described above, acting as 

principal, from purchasing any security 

or other property from such registered 

investment company. Section 2(a)(3) of 

the 1940 Act defines the term ‘‘affiliated 

person’’ of another person in relevant 

part as: 

(A) Any person directly or indirectly 

owning, controlling, or holding with power 

to vote, five per centum or more of the 

outstanding voting securities of such other 

person; (B) any person five per centum or 

more of whose outstanding voting securities 

are directly or indirectly owned, controlled, 

or held with power to vote, by such other 

person; (C) any person directly or indirectly 

controlling, controlled by, or under common 

control with, such other person; (D) any 

officer, director, partner, copartner, or 

employee of such other person; (E) if such 

other person is an investment company, any 

investment adviser thereof or any member of 

an advisory board thereof; and (F) if such 

other person is an unincorporated investment 

company not having a board of directors, the 

depositor thereof. 

12. Applicants may be considered 

affiliates of each of the Replacement 

Funds based upon the definition of 

‘‘affiliated person’’ in Section 2(a)(3) of 

the 1940 Act. Shares of the funds of the 

VIP Trust are held solely by Separate 

Accounts. Because shares held by a 

separate account of an insurance 

company are legally owned by the 

insurance company, Insurance 

Company Applicants, and their affiliates 

collectively, own of record all of the 

shares of the funds of the VIP Trust, 

including the Replacement Funds. 

Further, AZIM, an affiliated person of 

the VIP Trust by virtue of Section 2(a)(3) 

(E) of the 1940 Act, is a wholly owned 

subsidiary of Allianz Life. For these 

reasons, the VIP Trust and the 

Replacement Funds are arguably under 

the control of Insurance Company 

Applicants notwithstanding the fact that 

contractowners may be considered the 

beneficial owners of those shares held 

in the Separate Accounts. If the VIP 

Trust and the Replacement Funds are 

under the control of Insurance Company 

Applicants, then Insurance Company 

Applicants, or any person controlling 


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Insurance Company Applicants, or any 

person under common control with 

Insurance Company Applicants, is an 

affiliated person of the VIP Trust and 

the Replacement Funds. Similarly, if the 

VIP Trust and the Replacement Funds 

are under the control of Insurance 

Company Applicants, then the VIP 

Trust and the Replacement Funds are 

affiliated persons of Insurance Company 

Applicants, and of any persons that 

control Insurance Company Applicants 

or are under common control with 

Insurance Company Applicants. 

At the close of business on the 

Substitution Date, Insurance Company 

Applicants will redeem shares of the 

Replaced Funds either in kind or in 

cash and use the proceeds of such 

redemptions to purchase shares of the 

corresponding Replacement Funds, with 

each subaccount of the applicable 

Separate Account investing the 

proceeds of its redemption from the 

Replaced Funds in the applicable 

Replacement Funds. Thus, the proposed 

transactions may involve a transfer of 

portfolio securities by the Replaced 

Funds to Insurance Company 

Applicants; immediately thereafter, 

Insurance Company Applicants would 

purchase shares of the Replacement 

Funds with the portfolio securities 

received from the Replaced Funds. This 

aspect of the Substitutions may be 

deemed to involve one or more sales by 

Insurance Company Applicants of 

securities or other property to the 

Replacement Funds. Accordingly, this 

aspect of the Substitutions could be 

viewed as being prohibited by Section 

17(a) of the 1940 Act. Accordingly, 

Section 17 Applicants seek relief from 

Section 17(a) of the 1940 Act for the inkind purchases and sales of the 

Replacement Fund shares. 

13. Section 17 Applicants assert that 

any in-kind redemptions and purchases 

for purposes of the Substitutions will be 

effected in a manner consistent with the 

investment objectives and policies of 

the Replacement Funds. Subject to the 

oversight of AZIM, the subadvisers of 

each of the Replacement Funds will 

review the securities holdings of their 

corresponding Replaced Fund and 

determine which of the Replaced Fund 

holdings would be suitable investments 

for the corresponding Replacement 

Fund in the overall context of that 

Replacement Fund’s investment 

objective and policies and consistent 

with their management of the 

Replacement Fund, and will accept only 

those securities as consideration for 

shares that it would have acquired for 

each such fund in a cash transaction. 

Section 17 Applicants submit that these 

portfolio securities will be of the type 

and quality that the Replacement Funds 

would each have acquired with the 

proceeds from share sales had the shares 

been sold for cash. 

14. Section 17 Applicants state that 

any securities to be paid out as 

redemption proceeds and subsequently 

contributed to the Replacement Funds 

to effect the contemplated in-kind 

purchases of shares will be valued in 

accordance with the normal valuation 

procedures of the redeeming and 

purchasing portfolios. The redeeming 

and purchasing values will be the same. 

Consistent with Rule 17a–7(d) under the 

1940 Act, no brokerage commissions, 

fees, or other remuneration will be paid 

by the Replaced Funds or the 

Replacement Funds in connection with 

the in-kind transactions. If AZIM 

declines to accept particular portfolio 

securities of any of the Replaced Funds 

for purchase of in-kind shares of any of 

the Replacement Funds, those positions 

will be liquidated by the applicable 

Replaced Fund, and shares of the 

corresponding Replacement Fund will 

be purchased with cash. 

15. Section 17(b) of the 1940 Act 

provides that the Commission may, 

upon application, grant an order 

exempting any transaction from the 

prohibitions of Section 17(a) of the 1940 

Act if the evidence establishes that: (1) 

The terms of the proposed transaction, 

including the consideration to be paid 

or received, are reasonable and fair and 

do not involve overreaching on the part 

of any person concerned; (2) the 

proposed transaction is consistent with 

the policy of each registered investment 

company concerned, as recited in its 

registration statement and records found 

under the 1940 Act; and (3) the 

proposed transaction is consistent with 

the general purposes of the 1940 Act. 

16. Section 17 Applicants submit that 

the terms of the Substitutions, including 

the consideration to be paid and 

received, are reasonable and fair and do 

not involve overreaching on the part of 

any person concerned principally 

because the transactions will conform 

with all but one of the conditions 

enumerated in Rule 17a–7 under the 

1940 Act. The use of in-kind 

transactions will not cause 

contractowner interests to be diluted. 

The proposed transactions will take 

place at relative net asset value in 

conformity with the requirements of 

Section 22(c) of the 1940 Act and Rule 

22c–1 thereunder with no change in the 

amount of any contractowner’s Contract 

value or death benefit or in the dollar 

value of his or her investment in any of 

the Separate Accounts. Contractowners 

will not suffer any adverse tax 

consequences as a result of the 

Substitutions. Fees and charges under 

the Contracts will not increase because 

of the Substitutions. Even though they 

may not rely on Rule 17a–7 under the 

1940 Act, Section 17 Applicants submit 

that the Rule’s conditions outline the 

type of safeguards that result in 

transactions that are fair and reasonable 

to registered investment company 

participants and preclude overreaching 

in connection with an investment 

company by its affiliated persons. 

17. The board of the VIP Trust has 

adopted procedures, as required by 

paragraph (e)(1) of Rule 17a–7 under the 

1940 Act (the ‘‘17a–7 Procedures’’), 

pursuant to which the Replacement 

Funds may purchase and sell securities 

to and from their affiliates. Section 17 

Applicants will carry out the proposed 

in-kind purchases in conformity with all 

of the conditions of Rule 17a–7 and the 

17a–7 Procedures, except that the 

consideration paid for the securities 

being purchased or sold may not be 

entirely cash. Nevertheless, the 

circumstances surrounding the 

proposed Substitutions will be such as 

to offer to each Replacement Fund the 

same degree of protection from 

overreaching that Rule 17a–7 provides 

to them generally in connection with 

their purchase and sale of securities 

under that Rule in the ordinary course 

of their business. In particular, 

Insurance Company Applicants (or any 

of their affiliates) cannot effect the 

proposed transactions at a price that is 

disadvantageous to any of the 

Replacement Funds. Although the 

transactions may not be entirely for 

cash, each will be effected based upon 

(1) the independent market price of the 

portfolio securities valued as specified 

in paragraph (b) of Rule 17a–7, and (2) 

the net asset value per share of each 

fund involved, valued in accordance 

with the procedures disclosed in its 

respective registration statement and as 

required by Rule 22c–1 under the 1940 

Act. No brokerage commission, fee, or 

other remuneration will be paid to any 

party in connection with the proposed 

transactions. The transactions will be 

reviewed by the Chief Compliance 

Officer of the VIP Trust, or his agents, 

and will be reported to the VIP Trust’s 

Board of Trustees in the same manner 

as any other 17a–7 transaction by any of 

the Replacement Funds would be 

reported. 

18. Section 17 Applicants also submit 

that the in-kind portfolio security 

transactions are consistent with the 

policies of the Replacement Funds and 

the VIP Trust as recited in the current 

registration statements and reports filed 

by each under the 1940 Act. 


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1 15 U.S.C. 78k–1. 

2 17 CFR 242.608. 

3The OPRA Plan is a national market system plan 

approved by the Commission pursuant to Section 

11A of the Act and Rule 608 thereunder (formerly 

Rule 11Aa3–2). See Securities Exchange Act 

Release No. 17638 (March 18, 1981), 22 S.E.C. 

Docket 484 (March 31, 1981). The full text of the 

OPRA Plan is available at http:// 

www.opradata.com. 

The OPRA Plan provides for the collection and 

dissemination of last sale and quotation information 

on options that are traded on the participant 

exchanges. The seven participants to the OPRA 

Plan are the American Stock Exchange LLC, the 

Boston Stock Exchange, Inc., the Chicago Board 

Options Exchange, Incorporated, the International 

Securities Exchange, LLC, the NASDAQ Stock 

Market LLC, the NYSE Arca, Inc., and the 

Philadelphia Stock Exchange, Inc. 

4OPRA has not previously filed the Policy 

pursuant to Rule 608 of Regulation NMS under the 

Act, and OPRA is proposing to formalize the Policy 

as part of its national market system plan by so 

filing it. 

5 17 CFR 242.608(b)(3)(i). 

6 17 CFR 242.608(b)(3)(iii). 

7 17 CFR 242.608(b)(2). 

19. In addition, Section 17 Applicants 

submit that the proposed in-kind 

portfolio security transactions are 

consistent with the general purposes of 

the 1940 Act as stated in the Findings 

and Declaration of Policy in Section 1 

of the 1940 Act. The proposed 

transactions do not present any of the 

conditions or abuses that the 1940 Act 

was designed to prevent. Further, 

Section 17 Applicants note that 

securities to be paid out as redemption 

proceeds and subsequently contributed 

to the Replacement Funds to effect the 

contemplated in-kind purchases of 

shares will be valued based on the 

normal valuation procedures of the 

redeeming Replaced Funds and 

purchasing Replacement Funds. 

Therefore, there will be no change in 

value to any contractowner as a result 

of the Substitutions. 

Conclusion 

Applicants assert that for the reasons 

summarized above that the proposed 

Substitutions and related transactions 

meet the standards of Section 26(c) of 

the Act and are consistent with the 

standards of Section 17(b) of the Act 

and that the requested orders should be 

granted. 

For the Commission, by the Division of 

Investment Management pursuant to 

delegated authority. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–20398 Filed 9–2–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58424; File No. SR–OPRA– 

2008–03] 

Options Price Reporting Authority; 

Notice of Filing and Immediate 

Effectiveness of Proposed Amendment 

to the Options Price Reporting 

Authority’s Academic Waiver Policy 

August 26, 2008. 

Pursuant to Section 11A of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 608 thereunder,2

notice is hereby given that on August 

11, 2008, the Options Price Reporting 

Authority (‘‘OPRA’’) submitted to the 

Securities and Exchange Commission 

(‘‘Commission’’) an amendment to the 

Plan for Reporting of Consolidated 

Options Last Sale Reports and 

Quotation Information (‘‘OPRA Plan’’).3

The proposed amendment would revise 

OPRA’s ‘‘Academic Waiver Policy.’’ 4

The Commission is publishing this 

notice to solicit comments from 

interested persons on the proposed 

OPRA Plan amendment. 

I. Description and Purpose of the Plan 

Amendment 

Pursuant to its Academic Waiver 

Policy, OPRA waives its fees for 

universities that wish to use its data for 

research and educational instruction 

purposes. An OPRA academic waiver is 

only for OPRA’s own data fees, and only 

for devices or User IDs used by students 

and faculty for research purposes and in 

classroom environments. As is stated in 

the Policy, even if a university receives 

an academic waiver, the university must 

execute an OPRA Professional 

Subscriber Agreement and, if the 

university will control entitlement of its 

devices or User IDs, the university must 

also execute an Indirect Circuit 

Connection Rider, describe its use of 

OPRA data and its entitlement control 

process on ‘‘Exhibit A’’ to the Rider, and 

make reports to OPRA in accordance 

with the Rider of its devices or User IDs 

that are entitled to receive OPRA data. 

The purpose of the revisions of 

OPRA’s Academic Waiver Policy is, in 

general, to update the language of the 

Policy and emphasize certain aspects of 

the Policy. The proposed revisions do 

not change the Policy in any 

fundamental respect. 

Among the changes that OPRA is 

proposing in order to update the 

language of the Policy are changes to 

eliminate a reference to ‘‘annual 

administration fees’’ (since OPRA’s fees 

do not include an annual administration 

fee) and to incorporate references to 

‘‘User IDs’’ in addition to ‘‘devices’’ 

(since OPRA permits its Vendors, and 

its Professional Subscribers that pay 

‘‘device-based fees’’ and control their 

own enablement processes, to make 

reports to OPRA with respect to the 

‘‘User IDs’’ that they enable for access to 

OPRA data as an alternative to the 

‘‘devices’’ that they enable). 

Among the aspects of the Policy that 

are emphasized in the revised Policy are 

that academic institutions that control 

their own enablement processes must 

make reports to OPRA with respect to 

the devices or User IDs that they have 

enabled for OPRA data, just as other 

OPRA Subscribers that control their 

own enablement process must. 

The text of the proposed amendment 

to the OPRA Plan is available at OPRA, 

the Commission’s Public Reference 

Room, and http://opradata.com. 

II. Implementation of the OPRA Plan 

Amendment 

Pursuant to paragraph (b)(3)(i) of Rule 

608 under the Act,5 OPRA designated 

this amendment as establishing or 

changing a fee or other charge collected 

on behalf of all of the OPRA participants 

in connection with access to, or use of, 

OPRA facilities, and pursuant to 

(b)(3)(iii) of Rule 608 under the Act,6

OPRA designated this amendment as 

one involving solely technical or 

ministerial matters thereby qualifying 

the amendment for effectiveness upon 

filing. OPRA states that it will 

implement the revised form of the 

Academic Waiver Policy upon filing 

with the Commission. 

The Commission may summarily 

abrogate the amendment within sixty 

days of its filing and require refiling and 

approval of the amendment by 

Commission order pursuant to Rule 

608(b)(2) under the Act 7 if it appears to 

the Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or the maintenance of fair and orderly 

markets, to remove impediments to, and 

perfect the mechanisms of, a national 

market system, or otherwise in 

furtherance of the purposes of the Act. 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed OPRA 

Plan amendment is consistent with the 

Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 


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