
[Federal Register: March 25, 2008 (Volume 73, Number 58)]
[Notices]               
[Page 15799-15805]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr25mr08-102]                         

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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-28197; File No. 812-13445]

 
American Family Life Insurance Company, et al.

March 19, 2008.
AGENCY: U.S. Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under Section 26(c) of the 
Investment Company Act of 1940, as amended (the ``Act'').

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Applicants: American Family Life Insurance Company (the ``Company''), 
American Family Variable Account I (the ``Life Account''), and American 
Family Variable Account II (the ``Annuity Account,'' and together with 
the Company and Life Account, the ``Applicants'').

Summary of Application: Applicants request an order of the Commission, 
pursuant to Section 26(c) of the Act, approving the substitution of (1) 
Service Class Shares of the Fidelity Variable Insurance Products 
Investment Grade Bond Portfolio (``Replacement Portfolio A'') of the 
Fidelity Variable Insurance Products Fund V (``Fidelity Fund'') for 
shares of the Federated Quality Bond Fund II (``Replaced Portfolio A'') 
of the Federated Insurance Series (``Federated Fund'') and (2) shares 
of the Vanguard International Portfolio (``Replacement Portfolio B'') 
of the Vanguard Variable Insurance Fund (``Vanguard Fund'') for shares 
of the Federated International Equity Fund II (``Replaced Portfolio 
B'') of the Federated Fund, currently held by the Life Account and the 
Annuity Account (each an ``Account,'' together, the ``Accounts'') to 
support variable life insurance and annuity contracts issued by the 
Company (collectively, the ``Contracts'').

Filing Date: The application was filed on November 2, 2007 and amended 
and restated on March 14, 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 April 15, 2008, and should be accompanied by 
proof of service on Applicants 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, c/o James F. Eldridge, 
Esq., American Family Life Insurance Company, 6000 American Parkway, 
Madison, Wisconsin 53783-0001. Copy to Thomas E. Bisset, Esq., 
Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Ave., NW., 
Washington, DC 20004-2415.

FOR FURTHER INFORMATION CONTACT: Michael Kosoff, Staff Attorney, at 
(202) 551-6754 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).

Applicants' Representations

    1. The Company is a stock life insurance company organized under 
Wisconsin law in 1957. The company is a wholly-owned subsidiary of 
AmFam, Inc. AmFam, Inc. is a downstream holding company and a wholly-
owned subsidiary of American Family Mutual Insurance Company 
(``American Family Mutual''). American Family Mutual is one of the 
leading property/casualty insurance companies in the United States with 
operations in eighteen states. As of December 31, 2006, the Company had 
assets in excess of $4.2 billion.
    2. The Company conducts a conventional life insurance business and 
is authorized to transact the business of life insurance, including 
annuities, in eighteen states. For purposes of the Act, the Company is 
the depositor and sponsor of each of the Accounts as those terms have 
been interpreted by the Commission with respect to variable life 
insurance and variable annuity separate accounts.
    3. Under the insurance law of Wisconsin, the assets of each Account 
attributable to the Contracts issued through that Account are owned by 
the Company, but are held separately from the other assets of the 
Company for the benefit of the owners of, and the persons entitled to 
payment under, those Contracts. Each Account is registered with the 
Commission as a unit investment trust. Each Account is comprised of a 
number of subaccounts and each subaccount invests exclusively in one of 
the insurance dedicated mutual fund portfolios made available as 
investment vehicles underlying the Contracts. Currently, Replaced 
Portfolio A and Replaced Portfolio B are each available as an 
investment option under the Company's variable life insurance and 
variable annuity contracts.
    4. The Life Account is currently divided into nine subaccounts. The 
assets of the Life Account support variable life insurance contracts 
and interests in the Account offered through such contracts have been 
registered under the Securities Act of 1933, as amended (the ``1933 
Act''), on Form N-6 (File No. 333-44956).
    5. The Annuity Account is currently divided into nine subaccounts. 
The assets of the Annuity Account support variable annuity contracts 
and interests in the Account offered through such contracts have been 
registered under the 1933 Act on Form N-4 (File No. 333-45592).
    6. The Federated Fund is registered as an open-end management 
investment company under the Act (File No. 811-08042) and currently 
offers twelve (12) separate investment portfolios (each, a 
``Portfolio''), two of which would be involved in the proposed 
substitution. The Federated Fund issues a separate series of shares of 
beneficial interest in connection with each Portfolio and has 
registered those shares under the 1933 Act on Form N-1A (File No. 33-
69268).
    7. Federated Investment Management Company (``FIMC'') serves as the 
investment advisor for Replaced Portfolio A. The advisor manages the 
Fund's assets, including buying and selling portfolio securities. 
Federated Advisory Services Company (``FASC''), an affiliate of the 
advisor, provides certain support services to the advisor. The fee for 
FASC's services is paid by FIMC and not by the Fund.

[[Page 15800]]

    8. Federated Global Investment Management Corp. (``FGIMC'') serves 
as the investment advisor for Replaced Portfolio B. The advisor manages 
the Fund's assets, including buying and selling portfolio securities. 
FASC provides research, quantitative analysis, equity trading and 
transaction settlement and certain support services to the advisor. The 
fee for FASC's services is paid by FGIMC and not by the Fund.
    9. Neither the Federated Fund, any of its portfolios, FGIMC, FIMC, 
nor FASC is affiliated with the Applicants. Neither Replaced Portfolio 
A nor Replaced Portfolio B has exemptive relief from Section 15(a) of 
the Act and Rule 18f-2 under the Act to permit the hiring of sub-
advisors and the revision of sub-advisory agreements without obtaining 
a shareholder vote (``manager-of-manager relief'').
    10. The Fidelity Fund is registered as an open-end management 
investment company under the Act (File No. 811-05361) and currently 
offers twenty-three (23) investment portfolios, including Replacement 
Portfolio A. The Fidelity Fund issues a series of shares of beneficial 
interest in connection with each portfolio and has registered such 
shares under the 1933 Act on Form N-1A (File No. 033-17704).
    11. Each portfolio of the Fidelity Fund has entered into an 
advisory agreement with Fidelity Management and Research Company 
(``FMR'') under which FMR acts as investment advisor for the portfolio. 
Under each investment advisory agreement, FMR has overall 
responsibility for the selection of investments in accordance with the 
investment objective, policies, and limitations of the portfolio and 
for handling the portfolio's business affairs. FMR, at its own expense, 
provides or arranges for the provision of substantially all management 
and administrative services required by each portfolio. Each portfolio 
of the Fidelity Fund does, however, pay its own auditor's fees, 
compensation to (and expenses of) trustees who are not interested 
persons, independent counsel fees, custodian fees and extraordinary 
expenses.
    12. Fidelity Investments Money Management, Inc. (``FIMM''), an 
investment advisor affiliate of FMR, has entered into a sub-advisory 
agreement with FMR under which FIMM acts as sub-advisor for the 
Fidelity Fund, including Replacement Portfolio A. FIMM has day-to-day 
responsibility for choosing investments for Replacement Portfolio A. 
FMR pays FIMM for providing sub-advisory services. As of March 29, 
2007, FMR and FIMM had over $1.6 billion and $370 billion in assets 
under management, respectively.
    13. Fidelity Research & Analysis Company (``FRAC''), an affiliate 
of FMR, also serves as sub-advisor for the Fidelity Fund and may 
provide investment research and advice for the Fidelity Fund, including 
Replacement Portfolio A.
    14. Fidelity International Investment Advisors (``FIIA'') and 
Fidelity International Investment Advisors (U.K.) Limited 
(``FIIA(U.K.)'') investment advisor affiliates of FMR, assist FMR with 
the investment and reinvestment of assets in Replacement Portfolio A in 
foreign investments. FIIA and FIAA(U.K.) have each entered into a sub-
advisory agreement with FMR and each acts as sub-advisor to Replacement 
Fund A. Under the sub-advisory agreements, FMR may receive from FIIA 
and FIAA(U.K.) investment research and advice on issuers based outside 
the United States and, in particular, makes minimal credit risk and 
comparable quality determinations for foreign issuers that issue U.S. 
dollar-denominated securities. FMR or FIMM pays FIIA for providing sub-
advisory services. In turn, FIIA pays FIIA(U.K.) for providing sub-
advisory services.
    15. Neither the Fidelity Fund, any of its portfolios, FMR, FIMM, 
FRAC, FIIA nor FIAA(U.K.) is affiliated with the Applicants. The 
Fidelity Fund does not have manager-of-managers relief.
    16. The Vanguard Variable Insurance Fund is registered as an open-
end management investment company under the Act (File No. 811-05962) 
and currently offers fifteen (15) portfolios. The Vanguard Fund issues 
a series of shares of beneficial interest in connection with each 
portfolio and has registered such shares under the 1933 Act on Form N-
1A (File No. 33-32216).
    17. The Vanguard Fund uses a multi-manager approach to investing 
the assets of Replacement Portfolio B, and has entered into investment 
advisory agreements with Baillie Gifford Overseas Ltd. (``Baillie 
Gifford'') and Schroder Investment Management North America Inc. 
(``Schroders''). The board of trustees of the Vanguard Fund designates 
the proportion of Replacement Portfolio B assets to be managed by each 
advisor, and may change those proportions at any time. Under the 
supervision and oversight of the trustees and officers of the Vanguard 
Fund, each advisor independently selects and maintains a portfolio of 
common stocks for its assigned portion of the assets of Replacement 
Portfolio B. The Fund pays each advisor a fee at the end of each 
quarter.
    18. Baillie Gifford--located at Carlton Square, 1 Greenside Row, 
Edinburgh, EH1 3AN, Scotland--is wholly-owned by Baillie Gifford & Co., 
one of the largest independently owned investment management firms in 
the United Kingdom. As of December 31, 2006, Baillie Gifford & Co. had 
assets under management that totaled approximately $95 billion.
    19. Schroders has entered into a sub-advisory agreement with its 
affiliate, Schroder Investment Management North America Limited 
(``Schroder Limited''), pursuant to which Schroder Limited has primary 
responsibility for choosing investments for Schroder's assigned portion 
of the Replacement Portfolio B assets. Schroders pays Schroder Limited 
a portion of the management fees payable to Schroders under the 
management agreement between Schroders and the Vanguard Fund. Both 
Schroders and Schroder Limited are wholly-owned subsidiaries of 
Schroders plc, the ultimate parent of a large world-wide group of 
financial service companies. As of September 30, 2006, Schroders, 
together with its affiliated companies, managed approximately $229.4 
billion in assets.
    20. Neither the Vanguard Fund or any of its portfolios, Baillie 
Gifford, or Schroders is affiliated with the Applicants. The Vanguard 
Fund has manager-of-manager relief.\1\
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    \1\ Vanguard Convertible Securities Fund, et al., Inv. Co. Act 
Rel. No. 26089 (June 25, 2003 (Order), File No. 812-12380.
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    21. The Contracts are flexible premium variable annuity and 
variable life insurance contracts. The variable annuity Contracts 
provide for the accumulation of values on a variable basis, fixed 
basis, or both, during the accumulation period, and provide settlement 
or annuity payment options on a fixed basis. The variable life 
insurance Contracts provide for the accumulation of values on a 
variable basis, fixed basis, or both, throughout the insured's life, 
and for a substantial death benefit upon the death of the insured. 
Under each of the Contracts, the Company reserves the right to 
substitute shares of one Fund for shares of another, or of another 
investment portfolio, including a portfolio of a different management 
company.
    22. The Company proposes to substitute Service Class shares of 
Replacement Portfolio A for shares of Replaced Portfolio A, and to 
substitute shares of Replacement Portfolio B for shares of Replaced 
Portfolio B held in the Accounts (the ``proposed substitutions'').

[[Page 15801]]

    23. The proposed substitutions are part of an effort by the Company 
to provide a portfolio selection within the Contracts that: (1) 
Provides a more competitive fee structure relative to other funds in 
the asset class peer group; (2) provides more competitive long-term 
returns relative to other funds in the asset class peer group; and (3) 
maintains the goal of offering a mix of investment options covering 
basic categories in the risk/return spectrum.
    24. The following charts set out the investment objectives, 
principal investment strategies, and principal investment risks of each 
Replaced and Replacement Portfolio, as stated in their respective 
prospectuses.

------------------------------------------------------------------------
        Replaced Portfolio A               Replacement Portfolio A
------------------------------------------------------------------------
Federated Quality Bond Fund II       Fidelity VIP Investment Grade Bond
                                      Portfolio
Investment Objective                 Investment Objective
Current income                       High current income consistent with
                                      preservation of capital.
Principal Investment Strategies      Principal Investment Strategies
The fund invests in a diversified    FMR normally invests at least 80%
 portfolio of investment-grade,       of the fund's assets in investment-
 fixed-income securities,             grade debt securities (those of
 consisting primarily of corporate    high and medium quality) of all
 debt securities, U.S. government     types and repurchase agreements
 and privately issued mortgage-       for those securities. FMR manages
 backed securities, and U.S.          the fund to have an overall
 Treasury and agency securities.      interest rate risk similar to the
 The investment advisor seeks to      Lehman Brothers Aggregate Bond
 enhance the fund's performance by    Index. The investment advisor
 allocating relatively more of its    allocates assets across different
 portfolio to the security type       market sectors and maturities and
 that the advisor expects to offer    invests in domestic and foreign
 the best balance between current     issuers. FMR analyzes the credit
 income and risk. Some of the         quality of the issuer, security-
 corporate debt securities in which   specific features, current and
 the fund invests are considered to   potential future valuation, and
 be ``foreign securities.'' The       trading opportunities to select
 fund may invest in derivative        investments for the fund.
 contracts to implement its
 investment strategies.
Although the value of the Fund's     The fund may invest in lower-
 shares will fluctuate, the           quality debt securities, sometimes
 investment advisor seeks to manage   referred to as ``junk bond
 the magnitude of the fluctuation     securities,'' and in Fidelity's
 by limiting, under normal market     central funds. The fund may engage
 conditions, the Fund's dollar-       in transactions that have a
 weighted average maturity to         leveraging effect.
 between three and ten years and
 dollar-weighted average duration
 to between three and seven years.
Principal Investment Risks           Principal Investment Risks
Interest Rate Risk. Prices of fixed- Interest Rate Changes. Interest
 income securities generally fall     rate increases can cause the price
 when interest rates rise. Interest   of a debt security to decrease.
 rate changes have a greater effect  Foreign Exposure. Foreign markets
 on the price of fixed-income         can be more volatile than the U.S.
 securities with longer durations.    market due to increased risks of
Credit Risk. Issuers of securities    adverse issuer, political,
 in which the fund may invest may     regulatory, market, or economic
 default in the payment of interest   developments, and can perform
 or principal on securities when      differently than the U.S. market.
 due.                                Prepayment. The ability of an
Call and Prepayment Risk. An issuer   issuer of a debt security to repay
 of a security held by the fund may   principal prior to a security's
 redeem the security prior to         maturity can cause greater price
 maturity at a price below its        volatility if interest rates
 current market value.                change.
Risks of Foreign Investing. Share    Issuer-Specific Changes. The value
 price may be more affected by        of an individual security or
 foreign economic and political       particular type of security can be
 conditions, taxation policies and    more volatile than the market as a
 accounting standards than would      whole and can perform differently
 otherwise be the case.               from the value of the market as a
Liquidity Risk. Fixed-income          whole. Lower-quality debt
 securities may be less readily       securities (those of less than
 marketable and subject to greater    investment-grade quality) involve
 fluctuation in price than other      greater risk of default or price
 securities. Also, the fund may not   changes due to changes in the
 be able to sell a security or        credit quality of the issuer. The
 close out a derivative contract      value of lower-quality debt
 when desired.                        securities can be more volatile
                                      due to increased sensitivity to
                                      adverse issuer, political,
                                      regulatory, market, or economic
                                      developments.
                                     Leverage Risk. Leverage can
                                      increase market exposure and
                                      magnify investment risks.
------------------------------------------------------------------------



        Replaced Portfolio B               Replacement Portfolio B
------------------------------------------------------------------------
Federated International Equity Fund  Vanguard International Portfolio
 II
Investment Objective                 Investment Objective
Total return on assets by investing  Long-term capital appreciation.
 primarily in equity securities of
 companies based outside the United
 States. Total return will consist
 of two components: (1) changes in
 the market value of portfolio
 securities (both realized and
 unrealized appreciation); and (2)
 income received from portfolio
 securities. Changes in market
 value are expected to comprise the
 largest component of total return.
Principal Investment Strategies      Principal Investment Strategies
The investment advisor uses a        The portfolio invests predominantly
 ``bottom-up'' approach to stock      in the stocks of companies located
 selection and selection of           outside the United States. In
 industry and country are secondary   selecting stocks, the portfolio's
 considerations. The fund is not      investment advisors evaluate
 limited to investing according to    foreign markets around the world
 any particular style or size of      and choose companies with above-
 company, or to maintaining minimum   average growth potential. The
 allocations to any particular        portfolio uses multiple investment
 region or country. However, the      advisors.
 investment advisor anticipates
 that normally the fund will
 primarily invest in mid-to large-
 capitalization companies based
 outside the United States that
 have been selected using a growth
 style of stock selection. The fund
 may invest up to 20% of its assets
 in foreign companies based in
 emerging markets.

[[Page 15802]]


Principal Investment Risks           Principal Investment Risks
Stock Market Risks. The value of     Stock Market Risk. Stock market
 equity securities in the fund's      risk is the chance that stock
 portfolio will fluctuate and, as a   prices overall will decline. Stock
 result, the fund's share price may   markets tend to move in cycles,
 decline suddenly or over a           with periods of rising prices and
 sustained period of time.            periods of falling prices. In
Risks of Foreign Investing. Share     addition, investments in foreign
 price may be more affected by        stock markets can be riskier than
 foreign economic and political       U.S. stock investments. The prices
 conditions, taxation policies, and   of foreign stocks and the prices
 accounting and auditing standards    of U.S. stocks have, at times,
 than would otherwise be the case.    moved in opposite directions.
Currency Risks. Because the          Investment Style Risk. Investment
 exchange rates for currencies        style risk is the chance that
 fluctuate daily, prices of the       returns from non-U.S. growth
 foreign market securities in which   stocks, and, to the extent that
 the fund invests are more volatile   the portfolio is invested in them,
 than prices of securities traded     small- and mid-capitalizations
 exclusively in the United States.    stocks, will trail returns from
Emerging Market Risks. Securities     the overall domestic stock market.
 issued or traded in emerging         Historically, small- and mid-cap
 markets generally entail greater     stocks have been more volatile in
 risks than securities issued or      price than large-cap stocks that
 traded in developed markets.         dominate the market, and they
 Emerging market countries may have   often perform quite differently.
 relatively unstable governments     Country Risk/Regional Risk. Country
 and may present the risk of          risk/regional risk is the chance
 nationalization of businesses,       that domestic events--such as
 expropriation, confiscatory          political upheaval, financial
 taxation or, in certain instances,   troubles, or natural disasters--
 reversion to closed market,          will weaken a country's or
 centrally planned economies.         region's securities markets.
Liquidity Risks. Trading              Because the portfolio may invest a
 opportunities are more limited for   large portion of its assets in
 equity securities that are not       securities of companies located in
 widely held. This may make it more   any one country or region, its
 difficult to sell or buy a           performance may be hurt
 security at a favorable price or     disproportionately by the poor
 time. Consequently, the fund may     performance of investments in that
 have to accept a lower price to      area. Country/regional risk is
 sell a security, sell other          especially high in emerging
 securities to raise cash, or give    markets.
 up an investment opportunity, any   Currency Risk. Currency risk is the
 of which could have a negative       chance that the value of a foreign
 effect on the fund's performance.    investment, measured in U.S.
                                      dollars, will decrease because of
                                      unfavorable changes in currency
                                      exchange rates.
                                     Manager Risk. Manager risk is the
                                      chance that poor security
                                      selection will cause the portfolio
                                      to underperform relevant
                                      benchmarks or other funds with a
                                      similar investment objective.
------------------------------------------------------------------------

    25. The following charts compare advisory fees, other expenses, 
total operating expenses (before and after any waivers and 
reimbursements), and portfolio turnover rates for the year ended 
December 31, 2006, expressed as an annual percentage of average daily 
net assets, of the Replaced and Replacement Portfolios. Although 
Replacement Portfolio A is subject to a distribution (12b-1) fee of the 
Act, and none currently applies to Replaced Portfolio A, the net 
operating expenses for Replacement Portfolio A are still significantly 
less than the total operating expenses for Replaced Portfolio A.\2\ 
Neither the Replaced Portfolios nor the Replacement Portfolios impose a 
redemption fee.
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    \2\ With regard to the Replaced Portfolios, the investment 
adviser for each Portfolio has entered into an agreement with the 
Company for the payment of a fee equal to an annual percentage of 
the assets of the Replaced Portfolio attributable to the Contracts 
for the performance of administrative services. With regard to 
Replacement Portfolio A, the investment adviser for the Portfolio 
and the Company have entered into a similar agreement, however, the 
fee payable under that agreement is significantly less than the fee 
payable under the agreement between the Company and the investment 
adviser for Replaced Portfolio A. With regard to Replacement 
Portfolio B, the investment adviser for the Portfolio and the 
Company have not entered into a similar agreement. As such, the 
Company will not receive revenue sharing payments from the 
investment adviser for Replacement Portfolio B.

----------------------------------------------------------------------------------------------------------------
                                                                    Replaced Portfolio  A  Replacement Portfolio
                                                                   -----------------------            A
                                                                                          ----------------------
                                                                      Federated Quality         Fidelity VIP
                                                                         Bond Fund II      Investment Grade Bond
                                                                          (percent)         Portfolio  (percent)
----------------------------------------------------------------------------------------------------------------
Advisory Fee......................................................                   0.60                   0.32
Distribution (12b-1) Fee..........................................                   0.25               \a\ 0.10
Other Expenses....................................................                   0.39                   0.12
Total Operating Expenses..........................................                   1.24                   0.54
Less Expense Waivers and Reimbursements...........................               \b\ 0.54                 N/A
Net Operating Expenses............................................                   0.70                   0.54
Portfolio Turnover Rate...........................................                  64                    34
----------------------------------------------------------------------------------------------------------------
\a\ With regard to Replacement Portfolio A, its Service Class is authorized to pay a 12b-1 fee at an annual rate
  of 0.25% of its average net assets, or such lesser amount as the Portfolio's Trustees may determine from time
  to time. The Service Class currently pays a 12b-1 fee at an annual rate of 0.10% of its average net assets
  throughout the month. The 12b-1 fee rate may be increased only when the Trustees believe that it is in the
  best interests of variable product owners to do so.
\b\ With regard to Replaced Portfolio A, the investment adviser waived and the distributor and shareholder
  services provider elected not to charge certain amounts. The investment adviser voluntarily waived a portion
  of the advisory fee which waiver the investment adviser may terminate at any time. The advisory fee paid by
  Replaced Portfolio A (after the voluntary waiver of the advisory fee) was 0.56% for the fiscal year ended
  December 31, 2006. Replaced Portfolio A did not pay or accrue the distribution (12b-1) fee during the fiscal
  year ended December 31, 2006. The prospectus for Replaced Portfolio A notes that there is no present intention
  for Replaced Portfolio A to pay or accrue a distribution (12b-1) fee during the fiscal year ended December 31,
  2007. Also, Replaced Portfolio A did not pay or accrue the shareholder services fee/account administration fee
  during the fiscal year ended December 31, 2006. Total other expenses for Replaced Portfolio A (after the
  voluntary waiver of the shareholder services fee/account administration fee) were 0.14% for the fiscal year
  ended December 31, 2006.


[[Page 15803]]


----------------------------------------------------------------------------------------------------------------
                                                                     Replaced Portfolio B  Replacement Portfolio
                                                                   -----------------------           B
                                                                                          ----------------------
                                                                          Federated               Vanguard
                                                                     International Equity      International
                                                                      Fund II  (percent)    Portfolio  (percent)
----------------------------------------------------------------------------------------------------------------
Advisory Fee......................................................                   1.00                   0.39
Distribution (12b-1) Fee..........................................                 N/A                    N/A
Other Expenses....................................................                   0.77                   0.05
Total Operating Expenses..........................................                   1.77                   0.44
Less Expense Waivers and Reimbursements...........................               \c\ 0.28                 N/A
Net Operating Expenses............................................                   1.49                   0.44
Portfolio Turnover Rate...........................................                  83                    29
----------------------------------------------------------------------------------------------------------------
\c\ With regard to Replaced Portfolio B, the administrator and shareholder services provider waived and/or
  elected not to charge certain amounts. Replaced Portfolio B did not pay or accrue a shareholder services fee
  during the fiscal year ended December 31, 2006. The prospectus for Replaced Portfolio B notes that there is no
  present intention for Replaced Portfolio B to pay or accrue a shareholder services fee during the fiscal year
  ended December 31, 2007. Also, the administrator voluntarily waived a portion of its fee which waiver the
  administrator may terminate at any time. Total other expenses for Replaced Portfolio B (after the voluntary
  waivers and reduction) were 0.49% for the fiscal year ended December 31, 2006.

    26. The following tables compare the respective asset levels, 
expenses ratios (after expense waivers and reimbursements) and 
performance data for each Replaced Portfolio and each Replacement 
Portfolio for fiscal years 2004, 2005 and 2006.

----------------------------------------------------------------------------------------------------------------
                                                                  Net assets at    Expense ratio   Total return
                                                                  end of period      (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
                                         Federated Quality Bond Fund II
----------------------------------------------------------------------------------------------------------------
2004...........................................................     $518,023,000            0.70            3.62
2005...........................................................      480,859,000            0.70            1.30
2006...........................................................      390,738,000            0.70            4.15
----------------------------------------------------------------------------------------------------------------
                                  Fidelity VIP Investment Grade Bond Portfolio
----------------------------------------------------------------------------------------------------------------
2004...........................................................    1,611,417,000            0.66            4.32
2005...........................................................    1,649,333,000            0.58            2.08
2006...........................................................    1,782,079,000            0.54            4.30
----------------------------------------------------------------------------------------------------------------
                                     Federated International Equity Fund II
----------------------------------------------------------------------------------------------------------------
2004...........................................................       53,093,000            1.57           14.06
2005...........................................................       58,700,000            1.58            9.08
2006...........................................................       70,213,000            1.49           18.89
----------------------------------------------------------------------------------------------------------------
                                        Vanguard International Portfolio
----------------------------------------------------------------------------------------------------------------
2004...........................................................      557,000,000            0.41           19.42
2005...........................................................      840,000,000            0.41           16.31
2006...........................................................    1,562,000,000            0.44           26.75
----------------------------------------------------------------------------------------------------------------

    27. Replaced Portfolio A, which has a high concentration in 
corporate debt securities, is positioned on the conservative end of the 
risk/return spectrum for fixed income investment options and offered 
Contract owners a fixed income option with limited risk. Over the past 
seven years, Replaced Portfolio A has significantly underperformed its 
peers leading the Company to reassess the position of its fixed income 
investment option. In an attempt to improve overall returns for the 
fixed income investment option while still maintaining a relatively low 
level of risk, the Company decided to select a fixed income investment 
option which is more representative of the overall bond market. 
Applicants believe that Replacement Portfolio A meets this goal.
    28. The Company selected Replaced Portfolio B to diversify the 
investment options under the Contract to include a portfolio selection 
that pursued international investment opportunities. The managers of 
Replaced Portfolio B pursue positive total return on assets invested 
primarily in equity securities of mid- to large-capitalization 
companies based outside the U.S. Over the past five years, however, 
Replaced Portfolio B has underperformed the Morgan Stanley Capital 
International, Europe, Australasia, Far East Index (``MSCI EAFE 
Index''), the benchmark used by Replaced Portfolio B as well as peer 
funds. Replacement Portfolio B uses a multiple manager approach to 
pursue long-term capital appreciation by investing primarily in non-
U.S. growth stocks of large, stable companies diversified across 
countries that the investment managers believe demonstrate above-
average growth potential. Although the overall characteristics of the 
assets of Replacement Portfolio B may differ from broad international 
stock indices, over the past five years, the performance of Replacement 
Portfolio B has, in each of the last three years, exceeded the 
performance of Replaced Portfolio B.
    29. In the case of Replaced Portfolio A, performance has been in 
the bottom quartile for comparable funds over the last three years, and 
has been lower than

[[Page 15804]]

its benchmark for the past five years. In the case of Replaced 
Portfolio B, performance ranks in the bottom decile for comparable 
funds over the last 1-, 3-, and 5-year periods.
    30. The stated investment objective, principal investment 
strategies and principal investment risks of the Replacement Portfolios 
are substantially similar to those of the Replaced Portfolios, so that 
Contract owners will have continuity in investment and risk 
expectations. The net expenses of each Replacement Portfolio is 
substantially less than those for the corresponding Replaced Portfolio 
for the year ended December 31, 2006, even after expense waivers and 
reimbursements for the Replaced Portfolio have been taken into account.
    31. Replacement Portfolio A has a substantially identical 
investment objective as that of Replaced Portfolio A. Both pursue their 
investment objective by investing, under normal market conditions, in a 
diversified portfolio of investment grade fixed-income securities, 
consisting of corporate debt securities, U.S government issued 
mortgage-backed securities and U.S. Treasury and agency securities. 
Each retains the flexibility to invest in corporate debt securities of 
foreign issuers and in derivative instruments, such as options, futures 
and swap contracts.
    32. The primary difference in the implementation of investment 
strategies of Replaced Portfolio A and Replacement Portfolio A manifest 
in the degree of flexibility exercised by their advisors in 
implementing the strategies. Replaced Portfolio A's investment advisor 
emphasizes an active trading approach and relies on a fundamental 
analysis of each company in making an investment decision while the 
investment advisor for Replacement Portfolio A uses the Lehman Brothers 
U.S. Aggregate Index (the ``Lehman Index'') as the primary guide to 
structure Replacement Portfolio A and select investments with the goal 
of managing Replacement Portfolio A to have an overall interest rate 
risk similar to the Lehman Index. Conversely, whereas Replaced 
Portfolio A's investment advisor invests exclusively in fixed-income 
securities rated investment grade, the investment advisor for 
Replacement Portfolio A is not so constrained and may invest up to 10 
percent of Replacement Portfolio A's assets in lower quality debt 
securities, sometimes referred to as junk bond securities.
    33. Notwithstanding some difference in the stated investment 
objectives of Replacement Portfolio B and Replaced Portfolio B, both 
emphasize capital appreciation as the primary investment objective and 
both follow substantially identical investment strategies to pursue 
their investment objectives. Both pursue their investment objectives by 
investing primarily in equity securities of well-capitalized companies 
based outside the United States that have favorable growth prospects. 
The investment advisor for Replaced Portfolio B and the investment 
advisors for Replacement Portfolio B each use an active management 
approach and rely on a combination of fundamental analysis of each 
company and an analysis of stock market and economic cycles before 
making an investment decision. None of the investment advisors are 
limited with respect to the countries and industries in which they may 
invest. Each investment advisor retains the flexibility to invest in 
securities issued by mid-cap and small-cap companies as well as 
securities of companies in emerging markets.
    34. The primary difference in investment objectives of Replaced 
Portfolio B and Replacement Portfolio B manifests in the degree to 
which Replaced Portfolio B emphasizes income from portfolio securities 
as a secondary investment objective. In that regard, Replaced Portfolio 
B's investment advisor may purchase a security solely to generate 
income or for the potential to generate income without regard to 
capital appreciation whereas the investment advisors for Replacement 
Portfolio B would not purchase a security solely for that purpose. 
Replaced Portfolio B also places a slightly greater emphasis on 
investment in securities of mid-cap companies than Replacement 
Portfolio B.
    35. Replacement Portfolio A has available to it transactional 
advantages attributable to achieved economies of scale greater than 
those of Replaced Portfolio A and has a significantly lower expense 
ratio than Replaced Portfolio A even after expense waivers and 
reimbursements for Replaced Portfolio A have been taken into account. 
Although Replacement Portfolio B has not yet achieved a level of assets 
equal to or greater than Replaced Portfolio B, Replacement Portfolio B 
has a significantly lower expense ratio than Replaced Portfolio B even 
after expense waivers and reimbursements for Replaced Portfolio B have 
been taken into account.
    36. For Contract owners on the date of the proposed substitutions, 
the Company will reimburse, on the last business day of each fiscal 
period (not to exceed a fiscal quarter) during the twenty-four months 
following the date of the proposed substitutions, the subaccount 
investing in the Replacement Portfolio such that the sum of the 
Replacement Portfolio's operating expenses (taking into account fee 
waivers and expense reimbursements) and subaccount expenses for such 
period will not exceed, on an annualized basis, the sum of the 
corresponding Replaced Portfolio's operating expenses (taking into 
account fee waivers and expense reimbursements) and subaccount expenses 
for the fiscal year preceding the date of the proposed substitution. In 
addition, for twenty-four months following the proposed substitutions, 
the Company will not increase asset-based fees or charges for Contracts 
outstanding on the date of the proposed substitutions.
    37. By the May 1, 2008 prospectuses for the Contracts and the 
Accounts, the Company will notify owners of the Contracts of their 
intention to take the necessary actions to carry out the proposed 
substitutions. The current prospectus for each Replacement Fund, as 
well as the current prospectuses for all other portfolios available as 
investment options available under the Contracts, will be bound 
together with the May 1, 2008 prospectuses for the Contracts and the 
Accounts.
    38. The prospectuses for the Contracts will advise the Contract 
owners that from the date of the prospectus until the date of the 
proposed substitutions, the Company will not exercise any rights 
reserved by it under any Contract to impose additional charges for 
transfers until at least 30 days after the proposed substitutions. 
Similarly, the prospectus will disclose that, from May 1, 2008 until 
the date of the proposed substitutions, the Company will permit 
Contract owners to transfer Contract value out of each subaccount 
currently holding shares of a Replaced Portfolio to other subaccounts 
and the fixed account without those transfers being treated as 
transfers for purposes of determining the remaining number of transfers 
that may be permitted in the Contract year without a transfer charge. 
The prospectuses will also advise Contract owners that if the proposed 
substitutions are carried out, then each Contract owner affected by the 
substitutions will be sent a written notice (described immediately 
below) informing them of the facts and details of the substitutions.
    39. Within five days after the proposed substitutions, Contract 
owners who are affected by the substitutions will be sent a written 
notice informing them that the substitutions were carried

[[Page 15805]]

out. The notice will also reiterate the facts that the Company: (1) 
Will not exercise any rights reserved by it under any of the Contracts 
to impose additional charges for transfers until at least 30 days after 
the proposed substitutions, and (2) will, for at least 30 days 
following the proposed substitutions, permit such Contract owners to 
transfer Contract values out of the subaccounts holding shares of the 
Replacement Portfolios to other subaccounts and the fixed account 
without those transfers being treated as transfers for purposes of 
determining the remaining number of transfers permitted in the Contract 
year without a transfer charge. The notice as delivered in certain 
jurisdictions may also explain that the right of a Contract owner to 
make transfers in connection with the proposed substitutions will not 
affect such Contract owner's right, under insurance regulations in 
those jurisdictions, to exchange his or her Contract for a fixed-
benefit life insurance contract or a fixed-benefit annuity Contract 
during the 60 days following the substitutions.
    40. The Company will carry out the proposed substitutions by 
redeeming shares of each Replaced Portfolio held by the Accounts for 
cash and applying the proceeds to the purchase of shares of the 
Replacement Portfolios. The proposed substitutions will take place at 
relative net asset value with no change in the amount of any Contract 
owner's Contract value or death benefit or in the dollar value of his 
or her investment in any of the Accounts. Contract owners will not 
incur any fees or charges as a result of the proposed substitutions, 
nor will their rights or the Company's obligations under the Contracts 
be altered in any way. All applicable expenses incurred in connection 
with the proposed substitutions, including brokerage commissions and 
legal, accounting, and other fees and expenses, will be paid by the 
Company. In addition, the proposed substitutions will not impose any 
tax liability on Contract owners. The proposed substitutions will not 
cause the Contract fees and charges currently being paid by existing 
Contract owners to be greater after the proposed substitutions than 
before the proposed substitutions.

Applicants' Legal Analysis

    1. The Applicants request that the Commission issue an order 
pursuant to Section 26(c) of the Act approving the substitution by the 
Company of Service Class shares of Replacement Portfolio A for shares 
of Replaced Portfolio A, and the substitution of shares of Replacement 
Portfolio B for shares of Replaced Portfolio B held by the Accounts.
    2. The Applicants assert that all the Contracts expressly reserve 
for the Company the right, subject to compliance with applicable law, 
to substitute shares of one fund or portfolio held by a subaccount of 
an Account for another. The prospectuses for the Contracts and the 
Accounts contain appropriate disclosure of this right.
    3. Applicants maintain that Contract owners will be better served 
by the proposed substitutions and that the proposed substitutions are 
appropriate given the Replacement Portfolios, the Replaced Portfolios, 
and other investment options available under the Contracts. In the last 
three years, Replacement Portfolio A has had investment performance 
superior to that of Replaced Portfolio A, and Replacement Portfolio B 
has had investment performance superior to that of Replaced Portfolio 
B. In addition, Replacement Portfolio A has had substantially lower 
expenses over this same period than Replaced Portfolio A, and 
Replacement Portfolio B has had substantially lower expenses over this 
same period than Replaced Portfolio B.
    4. Applicants believe that Replacement Portfolio A and Replaced 
Portfolio A are substantially the same in their stated investment 
objectives and principal investment strategies, and that Replacement 
Portfolio B and Replaced Portfolio B are substantially similar in their 
stated investment objectives and principal investment strategies, as to 
afford investors continuity of investment and risk.
    5. Although each Replaced Portfolio benefits from an expense 
reimbursement arrangement that reduces the Portfolio's expenses, even 
after the reimbursement for each Replaced Portfolio has been taken into 
account, the expenses of the corresponding Replacement Portfolio are 
still significantly lower.
    6. The Applicants represent that the proposed substitutions retain 
for Contract owners the investment flexibility that is a central 
feature of the Contracts. If the proposed substitutions are carried 
out, all Contract owners will be permitted to allocate purchase 
payments and transfer Contract values between and among the remaining 
subaccounts as they could before the proposed substitutions.
    7. The Applicants maintain that the proposed substitutions are not 
the type of substitution that Section 26(c) was designed to prevent. 
Unlike traditional unit investment trusts where a depositor could only 
substitute an investment security in a manner which permanently 
affected all the investors in the trust, the Contracts provide each 
Contract owner with the right to exercise his or her own judgment and 
transfer Contract values into other subaccounts and the fixed account. 
Moreover, the Contracts will offer Contract owners the opportunity to 
transfer amounts out of the affected subaccounts into any of the 
remaining subaccounts without cost or disadvantage. The proposed 
substitutions, therefore, will not result in the type of costly forced 
redemption that Section 26(c) was designed to prevent.

Conclusion

    Applicants submit that, for all the reasons stated above, the 
proposed substitutions are consistent with the protection of investors 
and the purposes fairly intended by the policy and provisions of the 
Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-5919 Filed 3-24-08; 8:45 am]

BILLING CODE 8011-01-P
