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, , 100 F Street, NE., Washington, DC 20549-1090. Applicants, c/o James F. Eldridge, Esq., American Family 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 , 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 company organized under Wisconsin law in 1957. The company is a wholly-owned of AmFam, Inc. AmFam, Inc. is a downstream holding company and a wholly-owned 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 in excess of $4.2 billion.

2. The Company conducts a conventional business and is authorized to transact the business of , 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 and variable annuity separate accounts.

3. Under the insurance law of Wisconsin, the of each Account attributable to the Contracts issued through that Account are owned by the Company, but are held separately from the other 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 and variable annuity contracts.

4. The Life Account is currently divided into nine subaccounts. The of the Life Account support variable contracts and interests in the Account offered through such contracts have been registered under the , as amended (the “1933 Act”), on Form N-6 (File No. 333-44956).

5. The Annuity Account is currently divided into nine subaccounts. The 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 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 Company (”FIMC”) serves as the for Replaced Portfolio A. The advisor manages the Fund’s , 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.

8. Federated Global Corp. (”FGIMC”) serves as the for Replaced Portfolio B. The advisor manages the Fund’s , 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 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 and Research Company (”FMR”) under which FMR acts as 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. Money Management, Inc. (”FIMM”), an 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 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 and advice for the Fidelity Fund, including Replacement Portfolio A.

14. Fidelity Investment Advisors (”FIIA”) and Fidelity Investment Advisors (U.K.) Limited (”FIIA(U.K.)”) affiliates of FMR, assist FMR with the investment and reinvestment of 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.) 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 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 of Replacement Portfolio B, and has entered into investment advisory agreements with Baillie Gifford Overseas Ltd. (”Baillie Gifford”) and Schroder North America Inc. (”Schroders”). The board of trustees of the Vanguard Fund designates the proportion of Replacement Portfolio B 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 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 firms in the United Kingdom. As of December 31, 2006, Baillie Gifford & Co. had under management that totaled approximately $95 billion.

19. Schroders has entered into a sub-advisory agreement with its affiliate, Schroder 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 . 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 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 .

Tags: , , , , , , , , , , , , , , , , , , , , , ,

Related posts