
[Federal Register Volume 81, Number 244 (Tuesday, December 20, 2016)]
[Notices]
[Pages 92891-92892]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-30540]



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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32393; 812-14606]


Minnesota Life Insurance Company, et al; Notice of Application

December 14, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of Application.

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SUMMARY: Notice of Application for an order pursuant to section 11(a) 
of the Investment Company Act of 1940, as amended (the ``Act''), 
approving the terms of a proposed offer of exchange. Applicants request 
an order approving the terms of a proposed offer of exchange of a new 
flexible variable universal life insurance policy for certain 
outstanding flexible variable universal life insurance policies.

Applicants:  Minnesota Life Insurance Company (``Minnesota Life''), a 
stock life insurance company organized under the laws of Minnesota, 
Minnesota Life Variable Account (``Variable Life Account'') and 
Minnesota Life Individual Variable Universal Life Account (``Individual 
VUL Account,'' and together with the Variable Life Account, the 
``Accounts''), each organized and registered under the Act as a unit 
investment trust and each a ``separate account'' as defined in section 
2(a)(37) of the Act, and Securian Financial Services, Inc. (``Securian 
Financial''), a broker dealer registered under the Securities Exchange 
Act of 1934 (collectively, the ``Applicants'').

DATES: Filing Dates: The application was filed on January 29, 2016 and 
amended on September 7, 2016, and November 30, 2016.

Hearing or Notification of Hearing:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on January 9, 2017, and should be accompanied by proof of service 
on the applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090; Applicants, 400 Robert Street 
North, St. Paul, Minnesota 55101-2098.

FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at 
(202) 551-6817, or Daniele Marchesani, Assistant Chief Counsel, at 
(202) 551-6821 (Division of Investment Management, Chief Counsel's 
Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. Minnesota Life issues variable life insurance policies that are 
made available through the Variable Life Account (the ``Old Policies'') 
and the Individual VUL Account (the ``New Policy,'' together with the 
Old Policies, the ``Policies''). The New Policy and the Old Policies 
are each offered pursuant to a registration statement under the 
Securities Act of 1933. Securian Financial serves as principal 
underwriter for the Policies.
    2. The Old Policies are variable adjustable life insurance policies 
that call for level scheduled premium payments for a specified time or 
until the policy becomes paid up. The New Policy is a flexible premium 
variable universal life insurance policy. A New Policy owner may elect 
to pay a planned premium, and may change the amount and frequency of 
such planned premium payments at any time. Applicants propose to offer 
eligible owners of the Old Policies the opportunity to exchange their 
Old Policy for the New Policy by means of an offer of exchange (the 
``Exchange Offer'').\1\ The differences between the New Policy and the 
Old Policies are described in detail in the application.
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    \1\ Applicants will make the Exchange Offer available to 
approximately 47,100 owners of Old Policies (i) who have held their 
Old Policy for at least ten years, (ii) whose Old Policy was not 
subject to a premium increase during the three years prior to the 
date of the exchange, (iii) whose Old Policy has a current face 
amount of at least $10,000, and (iv) whose insured age is 75 or 
younger. Applicants state that the exchange is available only to Old 
Policies that do not have any outstanding loans and those loans can 
be repaid either in cash or by means of a partial surrender. 
Applicants indicate that new evidence of insurability will not be 
required as a condition of the exchange unless (i) the policy owner 
requests a face amount increase; or (ii) to add a rider that 
requires underwriting on the New Policy.
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    3. Applicants request that the Commission issue an order pursuant 
to section 11(a) of the Act approving the terms of the Exchange Offer. 
Any order approving the Exchange Offer would be subject to the terms 
and conditions stated in the application.
    4. Applicants state that the Exchange Offer will remain open 
indefinitely until terminated upon two months' notice. Applicants 
further represent that the Exchange Offer will be made by providing 
eligible owners of Old Policies with a prospectus for the New Policy, 
accompanied by a letter explaining the offer and sales literature that 
compares the two Policies (``Offering Communication''). Each Old Policy 
owner who expresses an interest in the Exchange Offer will be informed 
of new charges, differences in rates of charges, and differences in the 
calculation and assessment of charges under the New Policy. The effect 
on Old Policy owners of certain of these differences can only be 
ascertained by personalized illustrations, which will be provided to an 
Old Policy owner at the time the Exchange Offer is made.
    5. Applicants represent that no surrender charge will be deducted 
upon the surrender of an Old Policy in connection with an exchange, and 
no premium loads will be deducted from the proceeds of that surrender 
when applied to the purchase of the New Policy as part of the exchange. 
Upon acceptance of the Exchange Offer, a New Policy will be issued with 
the same face amount as the Old Policy surrendered in the exchange, and 
the cash value (of the Old Policy) will be applied without the 
deduction of any charges, as the initial premium for the New Policy 
that commences on the date of the exchange. Applicants state that each 
New Policy issued in the exchange will provide a 30-day free look 
period that commences on the date of the exchange.
    6. Applicants represent that the terms of the proposed Exchange 
Offer do not present the abuses against which section 11 was intended 
to protect. Because the Exchange Offer involves a unit investment 
trust, Section 11(c) of the Act makes Section 11(a) inapplicable so 
that the requested relief is necessary to make the Exchange Offer, 
regardless of the basis of the exchange. As the Exchange Offer will be 
based on the relative net asset values or unit values of the interests 
being exchanged, however, it has not been proposed for the purpose of 
exacting additional selling charges and profits from investors by 
switching them from one security to another.


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    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2016-30540 Filed 12-19-16; 8:45 am]
 BILLING CODE 8011-01-P


