SECURITIES AND EXCHANGE COMMISSION Allianz Life Insurance Company Of .

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SECURITIES AND EXCHANGE COMMISSION[Release No. IC-28369; File No. 812–13451]Allianz Life Insurance Company of North America, et al.August 28, 2008Agency: Securities and Exchange Commission (the “Commission”).Action: Notice of application for an order of approval pursuant to Section 26(c) of theInvestment Company Act of 1940, as amended (the “1940 Act”), and an order of exemptionpursuant 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 LifeVariable Account A (“Allianz Account A”), Allianz Life Variable Account B (“Allianz AccountB”), Allianz Life Insurance Company of New York (“Allianz NY” and together with AllianzLife, “Insurance Company Applicants”), and Allianz Life of NY Variable Account C (“AllianzAccount C” , and together with Allianz Account A and Allianz Account B, “Separate Accounts”and, collectively with Insurance Company Applicants, “Applicants”), and Allianz VariableInsurance Products Trust (“VIP Trust” and collectively with Applicants, “Section 17Applicants”).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 certainmanagement investment companies and held by Separate Accounts to support certain variableannuity contracts and variable life insurance contracts (the “Contracts”) issued by InsuranceCompany Applicants. Section 17 Applicants seek an order pursuant to Section 17(b) of the 1940Act exempting them to the extent necessary to permit Insurance Company Applicants to carryout the Substitutions.

Filing Date: The application was originally filed on November 19, 2007 and amended on August27, 2008.Hearing or Notification of Hearing: An order granting the application will be issued unless theCommission orders a hearing. Interested persons may request a hearing by writing to theSecretary of the Commission and serving Applicants with a copy of the request, personally or bymail. 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 ofan affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature ofthe requester’s interest, the reason for the request, and the issues contested. Persons who wish tobe 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, DC20549-1090. Applicants and VIP Trust, Allianz Life Insurance Company of North America,5701 Golden Hills Dr., Minneapolis, MN 55416-1297; Allianz Life Insurance Company of NewYork, One Chase Manhattan Plaza, 37th Floor, New York, NY 10005-1423; Allianz VariableInsurance Products Trust, 5701 Golden Hills Dr., Minneapolis, MN 55416-1297.For Further Information Contact: Craig Ruckman, Law Clerk, at (202) 551-6753 or HarryEisenstein, 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 completeapplication may be obtained for a fee from the Public Reference Branch of the Commission, 100F Street, NE, Washington, DC 20549 (202-551-8090).2

Applicants’ Representations:1.Allianz Life is a stock life insurance company organized under the laws of the state ofMinnesota. Allianz NY is a stock life insurance company organized under the laws of the stateof 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 reflectsthe investment performance of a specific underlying registered investment company or portfoliothereof (each an “Investment Option”). Three variable life insurance contracts funded by AllianzAccount 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. AllianzAccount B is divided into a number of subaccounts, each of which invests in and reflects theinvestment performance of a specific Investment Option. Fourteen variable annuity contractsfunded 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. AllianzAccount C is divided into a number of subaccounts, each of which invests in and reflects theinvestment performance of a specific Investment Option. Six variable annuity contracts fundedby Allianz Account C are affected by this application.3.For purposes of the 1940 Act, Allianz Life is the depositor and sponsor of AllianzAccount A and Allianz Account B, and Allianz NY is the depositor and sponsor of AllianzAccount C, as those terms have been interpreted by the Commission with respect to variable3

annuity and variable life insurance separate accounts. Each Separate Account meets thedefinition of a “separate account” in Rule 0-1(e) under the 1940 Act.4.The Contracts allow contractowners to allocate premium payments and transfer Contractvalue among the various subaccounts of the Separate Accounts. Of the 12 Contracts witheffective and updated registration statements, eight offer all 78 Investment Options that areavailable under the Separate Accounts, two offer 74 Investment Options, one offers 73Investment Options, and one offers 64 Investment Options. Two of these Contracts (known asAllianz Alterity and Allianz Rewards) have restrictions on the allocations that contractownersmay make to the Investment Options if they select the optional Prime Plus Benefit. Under theseContracts, when certain risk or volatility limits are exceeded, allocations and transfers to certainInvestment Options, including each of the Replaced Funds (as defined below), are limited orprohibited. 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 associatedReplaced Funds.In most instances, up to 12 transfers may be made during each year free of charge (theyear is measured by the date of issuance of the Contract). Under these Contracts, InsuranceCompany Applicants have reserved the right to charge a 25 fee (or the lesser of 25 or 2% ofthe 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 otherpersons using programmed, large, or frequent transfers, Insurance Company Applicants havereserved 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 toregulatory approval, to substitute one of the Investment Options with another Investment Option4

after appropriate notice. Moreover, the Contracts permit Insurance Company Applicants to limitallocation 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 containappropriate disclosure of these rights. Thus, subject to regulatory approval, the Contracts permitInsurance Company Applicants to stop accepting purchase payments into one or moreInvestment Options and/or to substitute the shares representing an Investment Option held in asubaccount for the shares representing another Investment Option.6.The Contracts are variable annuity contracts and variable life insurance policies. AllianzLife currently issues individual deferred variable annuity contracts and has previously issuedimmediate variable annuity contracts and variable life insurance policies. Allianz NY issuesindividual deferred variable annuity contracts offered for sale in New York.7.Currently, Allianz Life has the following registration statements which are effective andupdated with the Commission for Contracts sponsored by Allianz Account B that offer theReplaced Funds as Investment Options:Separate AccountAllianz Account BAllianz Account BAllianz Account BAllianz Account BAllianz Account BAllianz Account BAllianz Account BAllianz Account B8.Registration 33-2303533-72046333-06709Contract NameAllianz AlterityAllianz High FiveAllianz High Five BonusAllianz High Five LAllianz RewardsValuemark IIValuemark IIIValuemark IVType of ContractVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityIn addition, Allianz Life has the following registration statements that are effective, butno longer updated, for older Contracts sponsored by Allianz Account A and Allianz Account Bthat are no longer offered for sale and offer the Replaced Funds as Investment Options:Separate AccountAllianz Account BRegistration No.333-126217Contract NameAllianz Custom Income5Type of ContractVariable Deferred Annuity

9.Separate AccountAllianz Account BAllianz Account ARegistration No.333-13426733-11158Contract NameAllianz EliteAllianz ValueLifeAllianz Account BAllianz Account BAllianz Account BAllianz Account A333-63719333-101812333-47886333-60206USAllianz CharterUSAllianz Charter IIUSAllianz DimensionsUSAllianz LifeFundAllianz Account BAllianz Account A33-7619033-15464Valuemark Income PlusValuemark LifeType of ContractVariable Deferred AnnuityFlexible Premium VariableUniversal LifeVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityFlexible Premium VariableUniversal LifeVariable Immediate AnnuitySingle Premium Variable LifeCurrently Allianz NY has the following registration statements which are effective andupdated with the Commission for Contracts sponsored by Allianz Account C that offer theReplaced Funds as Investment Options:Separate AccountAllianz Account CAllianz Account CAllianz Account CAllianz Account C10.Registration No.333-19699333-105274333-124767333-75718Contract NameAllianz Advantage NYAllianz Charter II NYAllianz High Five NYAllianz Opportunity NYType of ContractVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityVariable Deferred AnnuityIn addition, Allianz NY has the following registration statements that are effective, but nolonger updated, for older Contracts sponsored by Allianz Account C that are no longer offeredfor sale and offer the Replaced Funds as Investment Options:Separate AccountAllianz Account CAllianz Account C11.Registration No.33-26646333-19699Contract NameValuemark II NYValuemark IV NYType of ContractVariable Deferred AnnuityVariable Deferred AnnuityApplicants propose to substitute certain classes of shares of the AZL Jennison 20/20Focus 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 ofthe corresponding funds listed in the table below (each a “Replaced Fund” and collectively the“Replaced Funds”) currently held by the Separate Accounts.6

Replacement Fund (Subadviser)12.ShareClass(es)AZL Jennison 20/20 Focus Fund(Jennison Associates LLC)Class2AZL S&P 500 Index Fund(The Dreyfus Corporation)Class 1Class 2AZL Small Cap Stock Index Fund(The Dreyfus Corporation)Class 2Replaced Fund(Adviser/Subadviser)Jennison 20/20 Focus Portfolio(Prudential Investments LLC/JennisonAssociates LLC)Dreyfus Stock Index Fund, Inc.(The Dreyfus Corporation)Dreyfus Investment Portfolios SmallCap Stock Index Portfolio(The Dreyfus Corporation)ShareClass(es)Class 2InitialServiceServiceEach Replacement Fund is a series of the VIP Trust, a Delaware business trust. The VIPTrust is registered as an open-end management investment company under the 1940 Act (FileNo. 811-9491) and its shares are registered as securities under the Securities Act of 1933, asamended (the “1933 Act”) (File No. 333-83423).13.Each of the Replacement Funds, as well as all other funds offered by the VIP Trust, ismanaged by Allianz Investment Management LLC (“AZIM”), a wholly owned subsidiary ofAllianz Life. AZIM is registered as an investment adviser with the Commission pursuant to theInvestment 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-1fee 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 2shares of the AZL S&P 500 Index Fund are assessed a 12b-1 fee at an annual rate of 0.25% ofaverage daily net assets attributable to Class 2 shares, which is the maximum 12b-1fee permittedunder its distribution plan. The AZL Small Cap Stock Index Fund is assessed a 12b-1 fee at anannual rate of 0.25% of average daily net assets, which is the maximum 12b-1fee permittedunder its distribution plan.15.Under the terms of a “manager of managers” exemptive order issued by the Commissionpursuant 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 VIP7

Trust, subject to the oversight of the Board of Trustees of the VIP Trust, without obtainingshareholder approval (the “Manager of Managers Order”). The relief granted in the Manager ofManagers Order extends to all of the Replacement Funds. The Replacement Funds are offered tocontractowners via prospectuses containing disclosure (1) describing the existence, substance,and effect of the Manager of Managers Order; (2) holding the Replacement Funds out to thepublic as employing the management structure described in the application for the Manager ofManagers Order; and (3) explaining that AZIM has the ultimate responsibility (subject tooversight by the Board of Trustees of the VIP Trust) to oversee the subadvisers and recommendtheir hiring, termination, and replacement. The Replacement Funds’ prospectuses will beprovided to each affected contractowner prior to the Substitutions.16.The Dreyfus Investment Portfolios Small Cap Stock Index Portfolio (“Dreyfus IP SmallCap Stock Index Portfolio”) is a series of Dreyfus Investment Portfolios (“Dreyfus IP”). Serviceshares of the Dreyfus IP Small Cap Stock Index Portfolio are assessed a 12b-1 fee at an annualrate of 0.25% of average daily net assets, which is the maximum 12b-1fee permitted under itsdistribution plan.Initial shares of the Dreyfus Stock Index Fund, Inc. are not assessed a 12b-1 fee, whileService shares of the Dreyfus Stock Index Fund, Inc. are assessed a 12b-1 fee at an annual rate of0.25% of average daily net assets attributable to Service shares, which is the maximum 12b-1feepermitted under its distribution plan. The Jennison 20/20 Focus Portfolio is a series of thePrudential Series Fund (the “Prudential Series”). Class 2 shares are assessed a 12b-1 fee at anannual rate of 0.25% of average daily net assets, which is the maximum 12b-1fee permittedunder its distribution plan.8

17.The following chart summarizes the advisers, investment objective, principal investmentstrategies, principal investment risks, and asset size of the Jennison 20/20 Focus Portfolio and theAZL Jennison 20/20 Focus Fund, as stated in their respective prospectuses and statements ofadditional information.Fund NameAdviser/SubadviserReplaced FundJennison 20/20 Focus PortfolioReplacement FundAZL Jennison 20/20 Focus FundPrudential Investments LLC/JennisonAssociates LLCAZIM/ Jennison Associates LLCInvestment ObjectiveLong-term growth of capitalThe investment objective of the AZLJennison 20/20 Focus Fund is long-termgrowth of capital. This means that theSubadviser seeks investments whose priceswill increase over several years.Principal InvestmentStrategiesInvest in up to 40 equity and equity-relatedsecurities of U.S. companies that areselected by the Portfolio’s two portfoliomanagers (up to 20 by the value and 20 bythe growth portfolio manager) as havingstrong capital appreciation potential.The Fund normally invests at least 80% ofits total assets in approximately 40 (whichmay range up to 45) equity and equityrelated securities of companies that theSubadviser believes have strong capitalappreciation potential. The Fund’s strategyis to combine the efforts of two portfoliomanagers with different styles (value andgrowth). Market Risk Selection Risk Focused Investment Risk Value Stocks Risk Growth Stocks Risk Initial Public Offerings Risk Frequent Trading Foreign Risk Convertible Securities Risk Derivatives Risk Real Estate Investments Risk Credit Risk Interest Rate Risk Liquidity Risk Issuer Risk 383.2 millionPrincipal Risks Fund Asset Level asof 12/31/0718.Company riskDerivatives riskForeign investment risko Currency risk.o Emerging market risk.o Foreign market risk.o Information risk.o Liquidity risk.o Political developments.o Political risk.o Regulatory risk.Leveraging riskManagement risk.Market risk 379.9 million 1The following chart compares the management fees and the total operating expenses(before and after any waivers and reimbursements) for the year ended December 31, 2007,1Assets held in the Separate Accounts on December 31, 2007 were 112.7 million9

expressed as an annual percentage of average daily net assets, of the Jennison 20/20 FocusPortfolio and the AZL Jennison 20/20 Focus Fund. As noted below, the Net Total OperatingExpenses are less for the AZL Jennison 20/20 Focus Fund than for the Jennison 20/20 FocusPortfolio.Fund NameReplaced FundJennison 20/20 Focus PortfolioReplacement FundAZL Jennison 20/20 Focus FundManagement Fee0.75%0.77%12b-1 Fees0.25%0.25%Other Expenses0.22%0.10%Acquired Fund Fees& Expenses0.00%0.00%Total Annual FundOperating Expenses1.22%1.12%Fee Waiver0.00%0.00%Net Annual FundOperating Expenses1.22%1.12%19.The following chart summarizes the advisers, investment objective, principal investmentstrategies, principal investment risks, and asset size of the Dreyfus Stock Index Fund, Inc. andthe AZL S&P 500 Index Fund, as stated in their respective prospectuses and statements ofadditional information.Fund NameReplaced FundDreyfus Stock Index Fund, Inc.Replacement FundAZL S&P 500 Index FundAdviser/SubadviserThe Dreyfus CorporationAZIM/ The Dreyfus CorporationInvestment ObjectiveThe fund seeks to match the total return ofthe Standard & Poor’s 500 Composite StockPrice Index.The AZL S&P 500 Index Fund seeks tomatch the total return of the Standard &Poor’s 500 Composite Stock Price Index(S&P 500 ).Principal InvestmentStrategiesTo pursue this goal, the fund generallyinvests in all 500 stocks in the S&P 500 inproportion to their weighting in the indexTo pursue its goal the Fund’s subadviser,The Dreyfus Corporation (“Dreyfus”),normally invests in all 500 stocks in the S&P500 in proportion to their weighting in theindex. Market Risk Indexing Strategy Risk Issuer RiskPrincipal Risks Market RiskIssuer RiskIndexing Strategy Risk10

3.2 billion 2Fund Asset Level asof 12/31/0720. Derivatives RiskDerivatives RiskLicense Termination Risk 28.0 million 3The 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 theAZL S&P 500 Index Fund for two years from the date of the Substitution so that the Net TotalOperating Expenses for the AZL S&P 500 Index Fund are expected to be no greater than for theDreyfus Stock Index Fund, Inc.Replaced FundDreyfus Stock Index Fund, Inc.Fund NameReplacement FundAZL S&P 500 Index FundInitial ClassService ClassClass 1Class 2Management Fee0.25%0.25%0.17%0.17%12b-1 Fees0.00%0.25%0.00%0.25%Other Expenses0.02%0.02%0.31%0.31%Acquired Fund Fees& Expenses0.00%0.00%0.00%0.00%Total Annual FundOperating Expenses0.27%0.52%0.48%0.73%Fee Waiver0.00%0.00%0.24%0.24%Net Annual FundOperating Expenses0.27%0.52%0.24%*0.49%**21.Net Annual Fund Operating Expenses will be capped by the Fund’s manager at 0.24% and 0.49%, net ofAcquired Fund Fees and Expenses, for Class 1 and Class 2 shares respectively for two years from the date ofthe Substitution.The following chart summarizes the advisers, investment objective, principal investmentstrategies, principal investment risks, and asset size of the Dreyfus IP Small Cap Stock Index2Includes 2.7 billion for Initial shares and 532.7 million for Service shares. Assets held in the Separate Accountson December 31, 2007 were 20.1 million for Initial shares, 315.0 million for Service shares.3Class 1 and Class 2 combined.11

Portfolio and the AZL Small Cap Stock Index Fund, as stated in their respective prospectusesand statements of additional information.Fund NameReplaced FundDreyfus IP Small Cap Stock Index PortfolioReplacement FundAZL Small Cap Stock Index FundAdviser/SubadviserThe Dreyfus CorporationAZIM/ The Dreyfus CorporationInvestment ObjectiveThe portfolio seeks to match theperformance of the Standard & Poor’s(S&P) SmallCap 600 Index .The AZL Small Cap Stock Index Fund seeksto match the performance of the Standard &Poor’s (S&P) SmallCap 600 Index .Principal InvestmentStrategiesTo pursue this goal, the portfolio invests in arepresentative sample of stocks included inthe S&P SmallCap 600 Index, and in futureswhose 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 stocksincluded in the S&P SmallCap 600 Index and in futures whose performance is relatedto the index, rather than attempting toreplicate the index. Market Risk Indexing Strategy Risk Capitalization Risk Issuer Risk Derivatives Risk License Termination Risk 22.1 million 5Principal RisksFund Asset Level asof 12/31/0722. Market RiskIssuer RiskSmall and midsize company RiskIndexing Strategy RiskDerivatives Risk 373.4 million 4The 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 StockIndex Portfolio and the AZL Small Cap Stock Index Fund. As noted below, an expense cap willbe in place for the AZL Small Cap Stock Index for two years from the date of the Substitution sothat the Net Total Operating Expenses for the AZL Small Cap Stock Index Fund are expected tobe no greater than for the Dreyfus IP Small Cap Stock Index Portfolio.45Fund NameReplaced FundDreyfus IP Small Cap Stock Index PortfolioReplacement FundAZL Small Cap Stock Index FundManagement Fee0.35%0.26%12b-1 Fees0.25%0.25%Assets held in the Separate Accounts on December 31, 2007 were 227.1 million.The fund commenced operations on May 1, 2007.12

Other Expenses0.01%0.36%Acquired Fund Fees& Expenses0.00%0.00%Total Annual FundOperating Expenses0.61%0.87%Fee Waiver0.00%0.29%Net Annual FundOperating Expenses0.61%0.58%23.As a result of the Substitutions, the number of Investment Options under each Contractwill either not be decreased, or, in those cases where the number of Investment Options is beingreduced, 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 afterthe 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 theirSeparate Accounts in kind and apply the proceeds of such redemptions to the purchase shares ofthe corresponding Replacement Funds. Thus, after the Substitutions, each subaccount of theSeparate Accounts previously holding shares of a Replaced Fund will hold shares of thecorresponding Replacement Fund.25.Redemption requests and purchase orders will be placed simultaneously so thatredemption of Replaced Fund shares and purchase of Replacement Fund shares will both occurat the price for such shares computed as of the close of business on the Substitution Date in amanner consistent with Rule 22c-1 under the 1940 Act. As a result, the full net asset value of theReplaced 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 orcharges. All expenses incurred in connection with the Substitutions, including legal, accounting,13

transactional, and other fees and expenses, including brokerage commissions, will be paid byInsurance Company Applicants, or the manager of the Replacement Funds. Accordingly,Contract value attributable to contractowners then invested in the Replaced Funds will remainfully invested at all times, and the Substitutions will take place at relative net asset value with nochange in the amount of any contractowner’s Contract value, death benefit, or in the dollar valueof his or her investments in the applicable Separate Account.26.Affected contractowners will not incur any fees or charges in connection with theSubstitutions so that the net asset value of redeemed shares of the Replaced Funds held by theSeparate Accounts will be reflected in the contractowners’ Contract values following theSubstitutions. Moreover, neither the obligations of the respective Insurance CompanyApplicants under the Contracts nor the rights of contractowners will be altered in any way by theSubstitutions. The Substitutions will not impose any tax liability or have any adverse taxconsequences on contractowners. The Substitutions will not cause Contract fees and chargescurrently being paid by existing owners of Contracts to be greater after the Substitutions thanthey 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 toimpose restrictions on transfers except pursuant to any Investment Option allocation restrictionsunder the Contracts. 627.From the date that notice of the Substitutions was provided to affected contractowners bymeans of a prospectus supplement (the “Pre-Substitution Supplement”) through the date 30 daysafter the Substitution (the “Free Transfer Period”), the respective Insurance Company Applicantswill allow the affected contractowners to make one transfer of Contract value held in each6One exception to this would be restrictions that Allianz Life or Allianz NY may impose to deter or prevent “markettiming” activities by owners of Contracts or their agents.14

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 Contractswithout charge and without assessing transfer fees. Such a transfer also will not be counted as atransfer request under any contractual provisions of the Contracts that limit the number oftransfers that may be made without charge.28.Under the Manager of Managers Order, subject to the approval of the Board of Trusteesof the VIP Trust, AZIM may retain one or more subadvisers for any fund of the VIP Trustwithout 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 theAZL S&P 500 Index Fund and the AZL Small Cap Stock Index Fund, or otherwise rely on theManager of Managers Order in connection with AZL S&P 500 Index Fund and the AZL SmallCap Stock Index Fund, without first obtaining shareholder approval of either: (1) the newsubadviser, 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 affectedcontractowners by means of the Pre-Substitution Supplement for each of the Contracts statingthat Applicants have filed the application and seek approval of the Substitutions. The PreSubstitution Supplement sets forth the anticipated Substitution Date and advises affectedcontractowners that Contract values allocated to subaccounts investing in shares of the ReplacedFunds will be transferred to subaccounts investing in shares of the Replacement Funds, withoutcharge (including sales charges or surrender charges) and without counting toward the number oftransfers that may be permitted without charge, on the Substitution Date. The Pre-SubstitutionSupplement states that, during the Free Transfer Period, affected contractowners may make onetransfer of Contract value from each subaccount investing in a Replaced Fund (before the15

Substitutions) or a Replacement Fund (after the Substitutions) to one or more othersubaccount(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 recentprospectus for the Replacement Funds.30.Within five days following the Substitutions, Insurance Company Applicants will send awritten notice to affected contractowners stating that the Substitutions were carried out andreiterating the information set forth in the Pre-Substitution Supplement.31.For those who were contractowners on the date of the proposed Substitutions, Insuran

Variable Deferred Annuity : Allianz Account B . 333-90260 : Allianz High Five . Variable Deferred Annuity : . Allianz Advantage NY . Variable Deferred Annuity : Allianz Account C . 333-105274 : Allianz Charter II NY . . AZL S&P 500 Index Fund, and AZL Small Cap Stock Index Fund (each a "Replacement Fund" and collectively the .