Allianz Life Insurance Company of North America, et al; Notice of Application
Notice of application for an order approving the substitution of certain securities pursuant to section 26(c) of the Investment Company Act of 1940, as amended ("Act") and an order of exemption pursuant to section 17(b) of the Act from section 17(a) of the Act.
Citation: "84 FR 71482"
Document Number: "Investment Company Act Release No. 33721; File No. 812-14722"
Page Number: "71482"
"Notices"
Agency: "
AGENCY:
ACTION: Notice of application for an order approving the substitution of certain securities pursuant to section 26(c) of the Investment Company Act of 1940, as amended ("Act") and an order of exemption pursuant to section 17(b) of the Act from section 17(a) of the Act.
Applicants:
FOOTNOTE 1 Allianz Life is a stock life insurance company organized under the laws of the state of
FOOTNOTE 2 Allianz NY is a stock life insurance company organized under the laws of the state of
FOOTNOTE 3 Allianz Account A is a segregated asset account of Allianz Life established under
FOOTNOTE 4 Allianz Account B is a segregated asset account of Allianz Life established under
FOOTNOTE 5 Allianz Account C is a segregated asset account of Allianz NY established under
Summary of Application:The Section 26 Applicants seek an order pursuant to section 26(c) of the Act, approving the substitution of shares issued by certain investment portfolios of registered investment companies (the "Target Funds") for the shares of certain investment portfolios of registered investment companies (the "Destination Funds"), held by the Separate Accounts as investment options for certain variable life insurance policies and variable annuity contracts (such policies and contracts, the "Contracts") issued by Allianz Life and Allianz NY (the "Substitutions"). The Section 17 Applicants seek an order pursuant to section 17(b) of the Act exempting them from section 17(a) of the Act to the extent necessary to permit them to engage in certain in-kind transactions in connection with the Substitutions.
Filing Dates:The application was filed on
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 applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by
ADDRESSES:Secretary,
FOR FURTHER INFORMATION CONTACT:Jennifer O. Palmer, Senior Counsel,
SUPPLEMENTARY INFORMATION:The following is a summary of the application. The complete application may be obtained via the Commission's website by searching for the file number, or for an applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling (202) 551-8090.
Applicants' Representations
1. Variable insurance contracts (variable annuities and variable life insurance policies) are issued by insurance companies and typically have a two-tier structure. The top tier is a separate account of the insurance company, registered under the Act as a unit investment trust ("UIT"). The separate account, in turn, has subaccounts that invest in numerous (sometimes hundreds of) underlying mutual funds (open-end management investment companies registered under the Act) and exchange-traded funds. Contract holders allocate their assets across these various underlying funds available through the separate account.
2. Allianz Life and Allianz NY offer Contracts issued by the Separate Accounts with one or more of the Target Funds included as an Investment Option. /6/ Under the Contracts, the Insurance Company Applicants reserve the right, subject to Commission approval and compliance with applicable laws, to substitute Investment Options with other Investment Options after appropriate notice. The Contracts also permit the Insurance Company Applicants to limit the manner in which a Contract owner may allocate purchase payments to the subaccounts that invest in an Investment Option. /7/
FOOTNOTE 6 The number of Investment Options currently available under the affected Contracts ranges from 13 to 50. END FOOTNOTE
FOOTNOTE 7 In addition to registering with the Commission as an investment company under the Act, each Separate Account has registered with the Commission its securities under the Securities Act of 1933 ("1933 Act"). In doing so, each Separate Account has filed a registration statement with the Commission that includes a prospectus describing the Contracts offered by the Separate Account and a copy of the form of such Contracts. END FOOTNOTE
3. Each Insurance Company Applicant, on behalf of itself and its Separate Account(s), proposes to replace shares of the Target Funds that are held in subaccounts of their Separate Accounts with shares of the corresponding Destination Funds, as shown in the table below. /8/ The Insurance Company Applicants state that the proposed Substitutions are part of an ongoing effort to make their Contracts more attractive to existing and prospective Contract owners and to make the Contracts more efficient to administer. Additional information for each
FOOTNOTE 8 The Destination Funds are all series of the
Substitution Target fund Destination fund 1 Fidelity VIP FundsManager 50% Portfolio, Service Class 2 AZL Balanced Index Strategy Fund, Class 1. 2 Templeton Growth VIP Fund, Class 1 AZL MSCI Global Equity Index Fund, Class 1. Templeton Growth VIP Fund, Class 2 AZL MSCI Global Equity Index Fund, Class 2. 3 BlackRock Global Allocation V.I. Fund, Class III AZL Moderate Index Strategy Fund, Class 1. 4 Fidelity VIP FundsManager 60% Portfolio, Service Class 2 AZL Moderate Index Strategy Fund, Class 1. 5 Franklin Allocation VIP Fund, Class 2 AZL Moderate Index Strategy Fund, Class 1. 6 Franklin Income VIP Fund, Class 1 AZL Fidelity Institutional Asset Management Multi-Strategy Fund, Class 1. Franklin Income VIP Fund, Class 2 AZL Fidelity Institutional Asset Management Multi-Strategy Fund, Class 2. 7 PIMCO All Asset Portfolio, Administrative Class AZL Fidelity Institutional Asset Management Multi-Strategy Fund, Class 2. 8 Franklin Strategic Income VIP Fund, Class 2 AZL Fidelity Institutional Asset Management Total Bond Fund, Class 2. 9 Franklin Mutual Shares VIP Fund, Class 1 AZL Russell 1000 Value Index Fund, Class 1. Franklin Mutual Shares VIP Fund, Class 2 AZL Russell 1000 Value Index Fund, Class 2. 10 BNY Mellon VIF Appreciation Portfolio, Service Class AZL S&P 500Index Fund , Class 2. 11 PIMCO Global Multi-Asset Managed Allocation Portfolio, PIMCO Balanced Allocation Portfolio, Administrative Class. Administrative Class 12 PIMCO Global Bond Opportunities Portfolio (Unhedged), PIMCO Global Core Bond (Hedged) Portfolio, Administrative Class. Administrative Class 13 PIMCO Dynamic Bond Portfolio, Administrative Class PIMCO Total Return Portfolio, Administrative Class.
4. The proposed Substitutions will be described in supplements to the applicable prospectuses for the Contracts filed with the Commission ("Supplements") and delivered to all affected Contract owners at least 30 days before the date the proposed Substitution is effected ("Substitution Date"). The Supplements, among other things, will advise Contract owners that, for a period beginning at least 30 days before the Substitution Date through at least 30 days following the Substitution Date, Contract owners are permitted to transfer all of or a portion of their Contract value out of any subaccount investing in a
5. The Section 26 Applicants will send the Supplements to all existing Contract owners. Prospective purchasers and new purchasers of Contracts will be provided with a Contract prospectus and the Supplements, as well as prospectuses and supplements for the Destination Funds.
6. In addition to the Supplements distributed to Contract owners, within five business days after the Substitution Date, the Insurance Company Applicants will send Contract owners a written confirmation of the completed proposed Substitutions in accordance with rule 10b-10 under the Securities Exchange Act of 1934. The confirmation statement will include or be accompanied by a statement that reiterates the free transfer rights disclosed in the Supplements. The Insurance Company Applicants also will send each Contract owner current prospectuses for the Destination Funds involved to the extent that they have not previously received a copy.
7. Each Substitution will take place at the applicable Target and Destination Funds' relative per share net asset values ("NAV") determined on the Substitution Date in accordance with section 22 of the Act and rule 22c-1 thereunder. Each Substitution will be effected by having each
FOOTNOTE 9 The process for accomplishing the transfer of assets from each
8. The Insurance Company Applicants or an affiliate will pay all expenses and transaction costs reasonably related to the proposed Substitutions. No costs of the Substitutions will be borne directly or indirectly by Contract owners. Contract owners will not incur any fees or charges as a result of the Substitutions, nor will their rights or the obligations of the Insurance Company Applicants under the Contracts be altered in any way. The proposed Substitutions will not cause the fees and charges under the Contracts currently being paid by Contract owners to be greater after the proposed Substitutions than before the proposed Substitutions. The charges for optional living benefit riders may change from time to time and any such changes would be unrelated to the proposed Substitutions.
9. The Section 26 Applicants state that the benefits offered by the guarantees under the Contracts will be the same immediately before and after the Substitutions. The Section 26 Applicants further state that the effect 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 Target Funds and Destination Funds, which the Section 26 Applicants cannot predict. The Section 26 Applicants further 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.
10. The Section 26 Applicants further state that they will cause AIM or PIMCO, as applicable, as the investment adviser of each
Legal Analysis--Section 26(c) of the Act
1. The Section 26 Applicants request that the Commission issue an order pursuant to section 26(c) of the Act approving the Substitutions. Section 26(c) of the Act prohibits any depositor or trustee of a UIT holding the security of a single issuer from substituting the securities of another issuer without the approval of the Commission. Section 26(c) provides that such approval shall be granted by order of the Commission if the evidence establishes that the substitution is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicants state that
2. Applicants submit that each of the Substitutions is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. In particular, Applicants point to the following:
(a) The contracts permit the substitutions, subject to Commission approval and compliance with applicable laws, upon appropriate notice;
(b) the prospectuses or statements of additional information for the Contracts contain appropriate disclosure of these rights;
(c) the Substitutions will be described in the Supplements delivered to all affected Contract owners at least 30 days before the Substitution Date;
(d) the Supplements also will advise Contract owners that, for a period beginning at least 30 days before the Substitution Date through at least 30 days following the Substitution Date, Contract owners are permitted to transfer all of or a portion of their Contract value out of any subaccount investing in a
(e) each
FOOTNOTE 10 Applicants note that prior Commission orders under section 26(c) for similar substitutions provide guidance as to the funds that may be viewed as comparable. END FOOTNOTE
(f) the total net operating expenses of each
Applicants assert that, based on the terms noted above, and subject to the conditions set forth below, the proposed Substitutions do not raise the concerns underlying section 26(c) of the Act.
Opposition to Certain of the Proposed Substitutions
3. As shown in the chart above, some of the Target Funds are advised by
FOOTNOTE 11 See letters from Franklin to
4. The Franklin Letters assert that the proposed Substitutions do not meet the standard for an order under section 26(c) for the following reasons: /12/
FOOTNOTE 12 The Franklin Letters also argue that the proposed Substitutions are joint transactions and thus require an order under section 17(d) of the Act and rule 17d-1, which the application fails to request. END FOOTNOTE
(a) The Commission should approve substitutions under section 26(c) only when the insurance company seeks to replace a fund due to unforeseen circumstances, such as impairment of the fund or fraud, and not in other circumstances when the substitution would benefit the insurance company;
(b) the proposed Substitutions would, for the most part, replace actively managed funds with index funds that have lower performance, so that Contract owners will suffer a diminution in the value of the guarantees purchased by the contract holders, to the detriment of the contract holders and to the benefit of the Insurance Company Applicants; and
(c) as argued in a letter from the independent trustees of the Franklin-advised Target Funds, the shareholders remaining in these funds after the Substitutions would be harmed because the Substitutions would cause significant redemptions of shares of the Franklin-advised Target Funds, which could impact the ability of such funds to follow their current investment strategies and would likely increase costs to remaining shareholders.
The Application Satisfies the Standards in Section 26(c)
5. The Commission has considered these arguments. As noted above, section 26(c) states that "The Commission shall issue an order approving 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 Act]."
A. The Allianz Application Is Consistent With Investor Protection
i. Protective Conditions
6. Since the early 1980s, the Commission has issued nearly 200 substitution orders under section 26(c) involving variable insurance contract UIT subaccounts replacing their underlying mutual funds. The terms and conditions of these orders /13/ and of the
FOOTNOTE 13 As orders are subject to the terms and conditions set forth in the related applications, a reference to the terms and conditions of an order includes the terms and conditions described in the related application. END FOOTNOTE
FOOTNOTE 14 In this regard, the
ii. Consideration of Impact on Value of Guarantees Not Required
7. The Franklin Letters argue that in reviewing a substitution application under section 26(c), the Commission also should be concerned about any diminution in the value of the variable insurance contracts' guarantees as the underlying actively-managed mutual funds are being replaced with index mutual funds, to the benefit of the insurance company. Because typically the benefit base used for variable contracts' living and death benefit guarantees is reset periodically by reference to the contract's account value, contract holders are disadvantaged by the replacement of actively-managed fund options that seek to "beat, rather than just meet, a benchmark." /15/ The Commission believes that this argument should be rejected for several reasons.
FOOTNOTE 15 Franklin Letter, dated
8. First, consistent with prior substitution orders, the proposed Destination Funds are substantially similar to the Target Funds in the application. /16/ Second, it is not a foregone conclusion that replacing an actively-managed fund with an index fund will lead to a diminution in the value of the variable insurance contract's guarantee. The application states that "[w]hat effect the proposed [s]ubstitutions 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 [Target Funds] and [Destination Funds], which [Applicants] cannot predict. Nevertheless, [Applicants] note that at the time of the proposed Substitutions, the Contracts will offer a comparable variety of investment options with as broad a range of risk/return characteristics." Finally, if the consideration of the impact of substitutions on changes in the value of contracts' guarantees were to factor into the Commission's review of substitution applications under section 26(c), the Commission would be tasking itself with calculating how substitutions would affect the value of variable insurance contract guarantees in the context of hundreds, if not thousands, of funds. Such calculations would be complex and rely on numerous assumptions and other factors, including estimates of the future performance of the funds involved over varying time frames, and the impact of future performance on the benefit base used to set the insurance guarantees.
FOOTNOTE 16 See, e.g.,
B. The Application Is Consistent With the Purposes Fairly Intended by the Policy and Provisions of the Act
i. Section 26(c) of the Act
9. The purposes intended by section 26(c) of the Act, as discussed above, were to protect the UIT's shareholders from having no recourse when the single portfolio security of the UIT is replaced and incurring additional fees in reinvesting any redemption proceeds. For the reasons discussed above, the terms and conditions of the application satisfy these investor protection purposes.
ii. Section 1(b)(2) of the Act
10. Another potentially relevant purpose of the Act is set forth in Section 1(b)(2) of the Act. It states, in relevant part, that the national public interest and the interest of investors are adversely affected when the portfolio securities of investment companies are selected in the interest of "persons engaged in other lines of business, rather than in the interest of all classes of such companies' security holders." In a substitution application (including the
11. To interpret section 26(c) as allowing Commission approval of substitutions only in unforeseen or exceptional circumstances would be in conflict with section 26(c), its legislative history, and the purposes of the Act more broadly. It also would be a significant departure from prior practice. /17/ Further, the Commission believes any section 1(b)(2) concern is addressed by the standard terms and conditions of the substitution orders under section 26(c), including those in the
FOOTNOTE 17 Id. END FOOTNOTE
FOOTNOTE 18 See, e.g., letter dated
iii. Section 12(d)(1)(E) of the Act
12. The Commission also has considered the concern expressed by the independent directors of the Franklin-advised Target Funds about the loss of assets in those funds as a result of the Substitutions. There is no indication in the legislative history of section 26(c) that
FOOTNOTE 19 Legislative history indicates that
FOOTNOTE 20 Section 12(d)(1)(E) is a conditional exemption from the restrictions in section 12(d)(1), which limit so-called "fund-of-funds" arrangements in which one mutual fund invests in the shares of another. Section 12(d)(1)(E) exempts a fund acquiring shares of another fund from the 12(d)(1) limits if, among other things, the acquired shares are the only security owned by the acquiring fund. This exemption is relied upon by, among others, most insurance company separate accounts, which are organized as UITs and divided into subaccounts, each of which invests proceeds from the sale of interests in variable annuity and variable life insurance contracts in shares of a mutual fund. END FOOTNOTE
FOOTNOTE 21 We note that section 12(d)(1)(E)(iii)(bb) requires section 26(c)-type Commission approval of substitutions in the fund-of-funds context only where the acquiring fund is not registered under the Act. END FOOTNOTE
iv. Section 17(d) of the Act
13. Finally, the Commission has considered the argument in the Franklin Letters that the Substitutions require an order under section 17(d) of the Act and rule 17d-1. These provisions generally prohibit an affiliated person of a registered investment company from participating in or effecting a joint transaction in which the registered investment company is a participant, without first obtaining an order of the Commission. /22/ The Franklin Letters have not articulated why the proposed Substitutions would involve a joint transaction, including what would be the joint transaction and how an affiliated person of the funds involved, acting as principal, is participating in the transaction. In addition, we believe the Substitutions are similar to other transactions involving two-tier structures that are permitted under section 12(d)(1)(E) where relief from section 17(d) and rule 17d-1 is not necessary, regardless of whether the underlying fund is an affiliate of the top-tier fund. /23/ As with those other structures, relief from section 17(a) is necessary for in-kind transactions between the top-tier fund and underlying fund. /24/
FOOTNOTE 22 Section 17(d) states: "It shall be unlawful for any affiliated person of [. . .] a registered investment company [. . .], or any affiliated person of such a person [. . .], acting as principal to effect any transaction in which such registered company, or a company controlled by such registered company, is a joint or a joint and several participant with such person [. . .], or affiliated person, in contravention of such rules and regulations as the Commission may prescribe for the purpose of limiting or preventing participation by such registered or controlled company on a basis different from or less advantageous than that of such other participant." Rule 17d-1 prohibits such joint arrangements, "unless an application regarding such joint enterprise, arrangement or profit-sharing plan has been filed with the Commission and has been granted by an order entered prior to the submission of such plan or modification to security holders for approval, or prior to such adoption or modification if not so submitted [. . .]." Rule 17d-1 further states that, "[i]n passing upon such applications, the Commission will consider whether the participation of such registered or controlled company in such joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants." END FOOTNOTE
FOOTNOTE 23 See supra note 20. Section 12(d)(1)(E) is also relied upon by master-feeder fund arrangements, in which one or more funds pool their assets by investing in a single fund with the same investment objective. END FOOTNOTE
FOOTNOTE 24 See discussion of sections 17(a)(1) and 17(a)(2) of the Act infra pp. 17-18. END FOOTNOTE
Legal Analysis--Section 17(a) of the Act
14. The Section 17 Applicants request that the Commission issue an order pursuant to section 17(b) of the Act exempting them from section 17(a)(1) and (2) of the Act to the extent necessary to permit them to carry out the Substitutions by redeeming shares issued by each applicable
Section 17(a)(1) of the Act, in relevant part, prohibits any affiliated person of a registered investment company, or an affiliated person of such person, acting as principal, knowingly from selling any security or other property to such registered investment company. Section 17(a)(2) of the Act, in relevant part, prohibits any affiliated person of a registered investment company, or an affiliated person of such person, acting as principal, knowingly from purchasing any security or other property from such registered investment company. "Affiliated person" is defined in section 2(a)(3) of the Act. /25/
FOOTNOTE 25 Section 2(a)(3) defines affiliated person as "(A) any person directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding voting securities of such other person; (B) any person 5 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." END FOOTNOTE
15. At the close of business on the Substitution Date, the Insurance Company Applicants will redeem shares of each
16. Section 17(b) of the Act, in relevant part, provides that, notwithstanding subsection (a), any person may file with the Commission an application for an order exempting a proposed transaction from one or more provisions of section 17(a). Pursuant to section 17(b), the Commission shall grant such application and issue such order of exemption if evidence establishes that: 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; the proposed transaction is consistent with the policy of each registered investment company concerned, as recited in its registration statement and reports filed under the Act; and the proposed transaction is consistent with the general purposes of the Act.
17. Accordingly, the Section 17 Applicants seek relief under section 17(b) from section 17(a) for the in-kind purchases and sales of the
FOOTNOTE 26 Rule 17a-7 is a conditional exemption from section 17(a) of the Act that permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors, and/or common officers. In the adopting release to the original Rule 17a-7, the Commission stated that the purpose of the rule was to "eliminate filing and processing applications under circumstances where there appears to be no likelihood that the statutory finding for a specific exemption under Section 17(b) of the Act could not be made" and that the conditions of the rule "are designed to limit the exemption to those situations where the Commission, upon the basis of its experience, considers that there is no likelihood of overreaching of the investment companies participating in the transaction." Inv. Co. Act Rel. No. 4697 (
Applicants' Conditions
The Section 26 Applicants agree that any order granting the requested relief will be subject to the following conditions:
1. The proposed Substitutions will not be effected unless the Insurance Company Applicants determine that: (a) The Contracts allow the substitution of shares of registered open-end investment companies in the manner contemplated by the application; (b) the proposed Substitutions can be consummated as described in the application under applicable insurance laws; and (c) any regulatory requirements in each jurisdiction where the Contracts are qualified for sale have been complied with to the extent necessary to complete the proposed Substitutions.
2. The Insurance Company Applicants or their affiliates will pay all expenses and transaction costs of the proposed Substitutions, including legal and accounting expenses, any applicable brokerage expenses and other fees and expenses. No fees or charges will be assessed to the Contract owners to effect the proposed Substitutions. The proposed Substitutions will not cause the fees and charges under the Contracts currently being paid by Contract owners to be greater after the proposed Substitution than before the proposed Substitution. For each Substitution, the combined current management fee and Rule 12b-1 fee of the
3. The proposed Substitutions will be effected at the relative net asset values of the respective shares in conformity with section 22(c) of the Act and rule 22c-1 thereunder without the imposition of any transfer or similar charges by the Section 26 Applicants. The proposed Substitutions will be effected without change in the amount or value of any Contracts held by affected Contract owners.
4. The proposed Substitutions will in no way alter the tax treatment of affected Contract owners in connection with their Contracts, and no tax liability will arise for affected Contract owners as a result of the proposed Substitutions.
5. The rights or obligations of the Insurance Company Applicants under the Contracts of affected Contract owners will not be altered in any way.
6. Affected Contract owners will be permitted to make at least one transfer of Contract value from the subaccount investing in the
7. All affected Contract owners will be notified, at least 30 days before the Substitution Date about: (a) The intended Substitution of the Target Funds with the Destination Funds; (b) the intended Substitution Date; and (c) information with respect to transfers as set forth in Condition 6 above. In addition, Insurance Company Applicants will deliver to all affected Contract owners, at least 30 days before the Substitution Date, a prospectus for each applicable
8. Insurance Company Applicants will deliver to each affected Contract owner within five (5) business days of the Substitution Date a written confirmation which will include: (a) A confirmation that the proposed Substitutions were carried out as previously notified; (b) a restatement of the information set forth in the Supplements; and (c) before and after account values.
9. The Section 26 Applicants will cause AIM or PIMCO, as applicable, as the investment adviser of each
By the Commission.
Assistant Secretary.
[FR Doc. 2019-27917 Filed 12-26-19;
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