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Notice

Annuity Investors Life Insurance Company, et al.

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Start Preamble November 6, 2006.

AGENCY:

Securities and Exchange Commission (“Commission”).

ACTION:

Notice of application for an order pursuant to Section 26(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), approving certain substitutions of securities.

APPLICANTS:

Annuity Investors Life Insurance Company (“Annuity Investors”), Annuity Investors Variable Account A (“Variable Account A”), Annuity Investors Variable Account B (“Variable Account B”) and Annuity Investors Variable Account C (“Variable Account C,” together with Variable Account A and Variable Account B, the “Separate Accounts”) (collectively, the “Applicants”).

SUMMARY:

Applicants seek an order pursuant to Section 26(c) of the 1940 Act approving the proposed substitution of shares issued by Old Mutual Insurance Series Fund, DWS Investments VIT Fund, Wells Fargo Variable Trust, and Van Kampen-The Universal Institutional Funds, Inc. (the “Replaced Portfolios”) and held by Variable Account A, Variable Account B and Variable Account C (the “Substitutions”).

FILING DATE:

The Application was filed on January 18, 2005 and an amended and restated application was filed on October 30, 2006.

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 December 1, 2006, 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, Mark F. Muething, Esq., Executive Vice President and Secretary, Annuity Investors Life Insurance Company, P.O. Box 5423, Cincinnati, Ohio 45201-5423.

Start Further Info

FOR FURTHER INFORMATION CONTACT:

Alison T. White, Senior Counsel, or Joyce M. Pickholz, Branch Chief, Office of Insurance Products, Division of Investment Management, at (202) 551-6795.

End Further Info End Preamble Start Supplemental Information

SUPPLEMENTARY INFORMATION:

The following is a summary of the Application. The complete Application is available for a fee from the Public Reference Branch of the Commission.

Applicants' Representations

1. Annuity Investors is a stock life insurance company incorporated under the laws of Ohio. Annuity Investors is a subsidiary of Great American Life Insurance Company, which is a wholly-owned subsidiary of Great American Financial Resources, Inc. (“GAFRI”), a publicly traded insurance holding company. GAFRI is in turn indirectly controlled by American Financial Group, Inc., a publicly traded holding company.

2. Variable Account A was established in 1995. Variable Account A is registered under the Act as a unit investment trust (File No. 811-7299) and is used to fund variable annuity contracts issued by Annuity Investors. Two variable annuity contracts funded by Variable Account A are affected by this Application (the “Variable Account A Contracts”).

3. Variable Account B was established in 1996. Variable Account B is registered under the Act as a unit investment trust (File No. 811-8017) and is used to fund variable annuity contracts issued by Annuity Investors. Three variable annuity contracts funded by Variable Account B are affected by this Application (the “Variable Account B Contracts”).

4. Variable Account C was established in 2001. Variable Account C is Start Printed Page 66205registered under the Act as a unit investment trust (File No. 811-21095) and is used to fund variable annuity contracts issued by Annuity Investors. Two variable annuity contracts funded by Variable Account C are affected by this Application (the “Variable Account C Contracts,” together with the Variable Account A Contracts and the Variable Account B Contracts, the “Contracts”).

5. Purchase payments under the Contracts may be allocated to one or more subaccounts of the Separate Accounts. Income, gains and losses, whether or not realized, from assets allocated to the Separate Accounts are, as provided in the Contracts, credited to or charged against the Separate Accounts without regard to other income, gains or losses of Annuity Investors. The assets maintained in the Separate Accounts will not be charged with any liabilities arising out of any other business conducted by Annuity Investors. Nevertheless, all obligations arising under the Contracts, including the commitment to make annuity payments or death benefit payments, are general corporate obligations of Annuity Investors. Accordingly, all of the assets of Annuity Investors are available to meet its obligations under its Contracts.

6. Each of the Contracts permits allocations of accumulation value to available subaccounts that invest in specific investment portfolios of underlying mutual funds. As of May 1, 2006, each Variable Account A Contract offered 30 portfolios, each Variable Account B Contract offered 33 portfolios, and each Variable Account C Contract offered 38 portfolios.

7. All of the portfolios in Variable Account B Contracts and Variable Account C Contracts that are the subject of this Application were closed to new investors on or before November 30, 2004. All of the portfolios in Variable Account A Contracts that are the subject of these Substitutions were closed to new investors on or before May 1, 2005.

8. Each of the Contracts permits transfers of accumulation value from one subaccount to another subaccount at any time prior to annuitization, subject to certain restrictions and charges described below. A transfer fee of $25 is charged for each transfer in excess of 12 in any contract year to offset cost incurred in administering the Contracts. A variety of automatically scheduled transfers is permitted without charge and is not counted against the 12 free transfers in a contract year. Transfers from the Variable Account A Contracts and the Variable Account B Contracts must be at least $500, or, if less, the entire amount in the subaccount from which value is to be transferred. Transfers from the subaccounts of the Variable Account C Contracts may be of any amount.

9. Each of the Contracts reserves the right, upon notice to Contract owners and compliance with applicable law, to add or delete subaccounts or to substitute portfolios. This reservation of right is described in each Contract prospectus.

10. The Substitutions are being proposed by Annuity Investors to: (a) Remove those fund families where the authorities have identified improper mutual fund trading and the Applicant is uncertain of the impact on the fund and its performance; (b) substitute stable, established fund families with solid reputations and longevity; and (c) replace those funds that are closed to new investors. None of the Applicants are affiliated with any of the Replaced Portfolios, the Replacement Portfolios or their respective investment advisers.

11. Specifically, Applicants propose the following substitutions:

SubstitutionReplaced portfolioReplacement portfolio
1Liberty Ridge Growth II Portfolio (now known as Old Mutual Growth II Portfolio)American Century VP Vista Fund—Class I.
2Liberty Ridge Mid-Cap Portfolio (now known as Old Mutual Mid-Cap Portfolio)American Century VP Mid Cap Value—Class I.
3Liberty Ridge Select Value Portfolio (now known as Old Mutual Select Value Portfolio)American Century VP Large Company Value—Class I.
4Liberty Ridge Large Cap Growth Portfolio (now known as Old Mutual Large Cap Growth Portfolio)American Century VP Ultra Fund—Class I.
5Liberty Ridge Technology & Communications Portfolio (now known as Old Mutual Columbus Circle Technology & Communications Portfolio)Dreyfus IP Technology Growth Portfolio—Initial Shares.
6Scudder VIT Equity 500 Index Fund (now known as DWS Equity 500 Index VIP)Dreyfus Stock Index Fund, Inc.—Initial Shares.
7Wells Fargo Advantage VT Discovery FundAmerican Century VP Vista Fund—Class I.
8Wells Fargo Advantage VT Opportunity FundAIM V.I. Capital Development Fund—Series I Shares.
9Wells Fargo Advantage VT Opportunity FundAIM V.I. Capital Development Fund—Series II Shares.
10Van Kampen UIF Emerging Markets Equity Portfolio—Class IJanus Aspen Series International Growth Portfolio—Institutional Shares.

Comparisons of Fees, Performance and Investment Objectives

The investment objectives and expense and performance information for the year ended December 31, 2005, for each Replacement and Replaced Fund are as follows:

12. The American Century VP Vista Fund—Class I for the Liberty Ridge Growth II Portfolio (now known as Old Mutual Growth II Portfolio):

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Liberty Ridge Growth II Portfolio0.825None0.3651.190.151.04
American Century VP Vista Fund—Class I1.00None0.011.01N/A1.01
Start Printed Page 66206

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 year (percent)Inception
Liberty Ridge Growth II Portfolio11.3514.28(9.17)N/A2.00% 4/30/97
American Century VP Vista Fund—Class I8.1321.12N/AN/A9.14% 10/5/01

The Liberty Ridge Growth II Portfolio is a capital appreciation fund that normally invests at least 65% of its net assets in equity securities of small- and mid-cap companies with favorable growth prospects. The American Century VP Vista Fund seeks long-term growth. The fund's managers look for stocks of medium-sized and smaller companies they believe will increase in value over time, using investment strategies developed by American Century.

13. American Century VP Mid Cap Value—Class I for the Liberty Ridge Mid-Cap Portfolio (now known as Old Mutual Mid-Cap Portfolio)

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Liberty Ridge Mid-Cap Portfolio0.95None0.221.170.180.99
American Century VP Mid Cap Value—Class I1.00None0.001.00N/A1.00

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 year (percent)Inception
Liberty Ridge Mid-Cap Portfolio5.719.068.18N/A14.78% 11/30/98
American Century VP Mid-Cap Value—Class I9.56N/AN/AN/A12.89% 12//01/04

The Liberty Ridge Mid-Cap Portfolio seeks to provide investors with above-average total return over a 3 to 5 year market cycle, consistent with reasonable risk. The American Century VP Mid-Cap Value Fund seeks long-term capital growth.

14. American Century VP Large Company Value—Class I for Liberty Ridge Select Value Portfolio (now known as Old Mutual Select Value Portfolio)

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Liberty Ridge Select Value Portfolio0.75None0.210.960.020.94
American Century VP Large Company Value—Class I0.90None0.010.91N/A0.91

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 yearInception
Liberty Ridge Select Value Portfolio4.518.34(0.62)N/A7.38 10/28/97
American Century VP Large Company Value—Class I4.83N/AN/AN/A6.66 12/01/04

The Liberty Ridge Select Value Portfolio seeks to provide investors long-term growth of capital and income. Current income is a secondary objective. The American Century VP Large Company Value Fund seeks long-term capital growth. Income is a secondary objective.

15. American Century VP Ultra Fund Value-Class I for Liberty Ridge Large Cap Growth Portfolio (now known as Old Mutual Large Cap Growth Portfolio)Start Printed Page 66207

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Liberty Ridge Large Cap Growth Portfolio0.85None0.301.150.190.96
American Century VP Ultra(r) Fund—Class I1.00None0.011.01N/A1.01

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 yearInception
Liberty Ridge Large Cap Growth Portfolio4.5614.33(5.40)N/A7.71 4/30/97
American Century VP Ultra® Fund—Class I2.1712.18N/AN/A0.85 5/01/01

The Liberty Ridge Large Cap Growth Portfolio seeks to provide investors with long-term growth of capital. The American Century VP Ultra Fund seeks long-term capital growth.

16. Dreyfus IP Technology Growth Portfolio-Initial Series for Liberty Ridge Technology & Communications Portfolio (now known as Old Mutual Columbus Circle Technology & Communications Portfolio)

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Liberty Ridge Technology & Communications Portfolio0.95None0.191.140.290.85
Dreyfus IP Technology Growth Portfolio—Initial Shares0.75None0.060.81N/A0.81

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 yearInception
Liberty Ridge Technology & Communications Portfolio9.9119.35(17.90)N/A(0.08) 4/30/97
Dreyfus IP Technology Growth Portfolio—Initial Series3.7816.32(8.60)N/A(4.96) 8/31/99

The Liberty Ridge Technology & Communications Portfolio, a non-diversified fund, seeks to provide investors with long-term growth of capital. Current income is incidental to the portfolio's goal. To pursue this goal, the portfolio normally invests at least 80% of its net assets in equity securities of companies in the technology and communications sectors of the stock market. The Dreyfus IP Technology Growth Portfolio seeks capital appreciation. To pursue this goal, the portfolio normally invests at least 80% of its assets in the stocks of growth companies of any size that the fund manager believes to be leading procedures or beneficiaries of technological innovation.

17. Dreyfus Stock Index Fund, Inc.—Initial Series for the Scudder VIT Equity 500 Index Fund (now known as DWS Equity 500 Index VIP)

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Scudder VIT Equity 500 Index Fund0.19None0.150.340.060.28
Dreyfus Stock Index Fund, Inc.—Initial Shares0.25None0.020.27N/A0.27
Start Printed Page 66208

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 yearInception
Scudder VIT Equity 500 Index Fund4.6814.050.24N/A4.61 10/01/97
Dreyfus Stock Index Fund, Inc.—Initial Series4.6914.140.278.77N/A

The Scudder VIT Equity 500 Index Fund seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Standard & Poor's 500 Composite Stock Price Index. The Dreyfus Stock Index Fund, Inc. seeks to march the total return of the Standard & Poor's 500 Composite Stock Price Index.

18. American Century VP Vista Fund—Class I for Wells Fargo Advantage VT Discovery Fund

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Wells Fargo Advantage Discovery FundSM0.750.250.231.230.081.15
American Century VP VistaSM Fund—Class I1.00None0.011.01N/A1.01

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 yearInception
Wells Fargo Advantage Discovery FundSM8.2720.449.857.77N/A
American Century VP VistaSM Fund—Class I8.1321.12N/AN/A9.14 10/05/01

The Wells Fargo Advantage VT Discovery Fund seeks capital appreciation by investing in securities of small- and medium-capitalization companies that the fund manager believes offer attractive opportunities for growth. The American Century VP Vista Fund seeks long-term capital growth. The fund's managers look for stocks of medium-sized and smaller companies they believes will increase in value over time, using investment strategies developed by American Century.

19. AIM V.I. Capital Development Fund—Series I Shares for the Wells Fargo Advantage VT Opportunity Fund

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Wells Fargo Advantage Opportunity Fund0.720.250.211.180.111.07
AIM V.I. Capital Development Fund—Series I Shares0.75None0.341.09N/A1.09

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent3 year (percent)5 year (percent)10 year (percent)Inception
Wells Fargo Advantage Opportunity Fund7.8820.454.2511.54N/A
AIM V.I. Capital Development Fund—Series I Shares9.6119.664.37N/A6.46 5/01/98

The Wells Fargo Advantage VT Opportunity Fund seeks long-term capital appreciation. The fund manager invests in equity securities of medium-capitalization companies that it believes are under-priced yet, have attractive growth prospects. The AIM V.I. Capital Development Fund's investment objective is long-term growth of capital. The fund seeks to meet its objective by investing primarily in securities of small- and medium-sized companies.

20. AIM V.I. Capital Development Fund—Series II Shares for the Wells Fargo Advantage VT Opportunity FundStart Printed Page 66209

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Wells Fargo Advantage Opportunity FundSM0.720.250.211.180.111.07
AIM V.I. Capital Development Fund—Series II Shares0.750.250.341.34N/A1.34

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 year (percent)Inception
Wells Fargo Advantage Opportunity FundSM7.8820.454.2511.54N/A
AIM V.I. Capital Development Fund—Series II Shares9.2719.374.12N/A6.20 8/21/01

The Wells Fargo Advantage VT Opportunity Fund seeks long-term capital appreciation. The AIM V.I. Capital Development Fund's investment objective is long-term growth of capital.

21. Janus Aspen Series International Growth Portfolio—Institutional Shares for Van Kampen UIF Emerging Markets Equity Portfolio—Class I

Comparison of 2005 Fees

[In percent]

PortfolioMgmt. fee12b-1 feeOther expensesTotal annual operating expensesFee reductionNet total annual expenses
Van Kampen UIF Emerging Markets Equity Portfolio—Class I1.25None0.411.660.011.65
Janus Aspen Series International Growth Portfolio—Institutional Shares0.64None0.060.70N/A0.70

Comparison of Performance as of December 31, 2005

Portfolio1 year (percent)3 year (percent)5 year (percent)10 year (percent)Inception
Van Kampen UIF Emerging Markets Portfolio—Class I33.8516.0116.01N/A6.95 10/01/96
Janus Aspen Series International Growth Portfolio—Institutional Shares32.2828.523.9313.2713.00 5/02/94

The Van Kampen UIF Emerging Markets Equity Portfolio seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of issuers in emerging market countries. The Janus Aspen Series International Growth Portfolio is a portfolio that seeks long-term growth of capital by investing, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities of issuers from several different countries, excluding the United States.

22. The Substitutions will take place at the portfolios' relative net asset values determined on the date of the Substitutions in accordance with Section 22 of the Act and Rule 22c-l thereunder with no change in the amount of any contract owner's cash value or death benefit or in the dollar value of his or her investment in any of the subaccounts. Accordingly, there will be no financial impact on any contract owner. The Substitutions will be effected by having each of the subaccounts that invests in the Replaced Portfolios redeem its shares for cash at the net asset value calculated on the date of the Substitutions and with such cash purchase shares of the respective Replacement Portfolios at the net asset value calculated on the same date.

23. New contract owners are not permitted to allocate funds to the subaccounts that invest in the Replaced Portfolios (“Closed Subaccounts”). As a result, the prospectuses dated May 1, 2006 for the contracts do not include any information about Closed Subaccounts. Information about the applicable proposed substitutions is included in the supplemental prospectuses dated May 1, 2006 for the Contracts (“2006 Supplemental Prospectuses”), which provide information about Closed Subaccounts to the current contract owners who are permitted to allocate funds to the Closed Subaccounts.

24. The Substitutions will be described in a supplement to the 2006 Supplemental Prospectuses (“Stickers”), which will be filed with the Commission and mailed to contract owners. The Stickers will give contract owners notice of the Substitutions and will describe the reasons for engaging in the Substitutions. The Stickers will also inform contract owners with assets allocated to Closed Subaccounts that no Start Printed Page 66210additional amount may be allocated to Closed Subaccounts on or after the date of the Substitutions. In addition, the Stickers will inform affected contract owners that they will have the opportunity to reallocate accumulation value without the imposition of any transfer charge or limitation and without diminishing the number of free transfers that may be made in a given contract year, both (a) prior to the Substitutions from the Closed Subaccounts; and (b) for 30 days after the Substitutions, from the Replacement Portfolios to subaccounts investing in other portfolios available under the respective Contracts.

25. The prospectuses for the Contracts, as supplemented by the Stickers, will reflect the Substitutions. Each contract owner will be provided with a prospectus for the Replacement Portfolios before the Substitutions. Within five days after the Substitutions, Annuity Investors will send affected contract owners written confirmation that the Substitutions have occurred.

26. Affected contract owners will not incur any fees or charges as a result of the Substitutions, nor will their rights or the obligations of the applicants under the Contracts be altered in any way. The Substitutions will not cause the fees and charges under the Contracts currently being paid by contract owners to be greater after the Substitutions than before the Substitutions. The Substitutions will have no adverse tax consequences to contract owners and will in no way alter the tax benefits to contract owners.

Applicants' Legal Analysis

1. Section 26(c) of the Act makes it unlawful for any depositor or trustee of a registered unit investment trust holding the security of a single issuer to substitute another security for such security unless the Commission approves the substitution. The Commission will approve such a substitution if the evidence establishes that it is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act.

2. Applicants represent that the purposes, terms and conditions of the Substitutions are consistent with the principles and purposes of Section 26(c) and do not entail any of the abuses that Section 26(c) is designed to prevent. The Substitutions will not result in the type of costly forced redemption that Section 26(c) was intended to guard against and, for the following reasons, is consistent with the protection of investors and the purposes fairly intended by the Act:

(a) The investment objectives and policies of the Replacement Portfolios are sufficiently similar to those of the corresponding Replaced Portfolios (or its predecessor) that contract owners will have reasonable continuity in investment expectations.

(b) The net total annual expense ratio for the year ended December 31, 2005 of the Replacement Portfolio was the same as or lower than that of the Replaced Portfolio or, if the net total annual expense ratio of the Replacement Portfolio was higher than that of the Replaced Portfolio, Annuity Investors proposes to eliminate this difference for a period of time through an expense reduction at the Separate Account level.

3. In connection with the Substitutions, the Applicants make the following representations:

(a) The investment objectives and policies of each Replacement Portfolios are sufficiently similar to those of the corresponding Replaced Portfolio (or its predecessor) that contract owners will have reasonable continuity in investment expectations.

(b) The costs of the Substitutions, including any legal, accounting and brokerage costs, will be borne by Annuity Investors and will not be borne by contract owners. No charges will be assessed to effect the Substitutions.

(c) The Substitutions will be at the net asset values of the respective shares without the imposition of any transfer or similar charge and there will be no change in the amount of any contract owner's accumulation value, in the amount of his or her cash value or death benefit, or in the dollar value of his or her investment in any of the subaccounts in the applicable Separate Account as a result of the Substitutions.

(d) The Substitutions will not cause the fees and charges under the Contracts currently being paid by contract owners to be greater after the Substitutions than before the Substitutions and will result in contract owners' Contract values being moved to a Replacement Portfolio(s) with a net total annual expense ratio for the most recent fiscal year that is the same or lower than that of the corresponding Replaced Portfolio, except in the case of the four Replacement Portfolios in Substitutions 2, 4, 8 and 9 where, as discussed below in paragraph (i), Annuity Investors proposes to eliminate the difference in expenses (provided that the amount of such expenses is greater than $1.00 for such Contract) through an expense reduction at the Separate Account level.

(e) All Contract owners will be given notice of the Substitutions and the effective date of the Substitutions prior to the Substitutions and will have an opportunity, prior to the effective date of the Substitutions and for 30 days after the Substitutions, to reallocate accumulation value among other available subaccounts without the imposition of any transfer charge or limitation and without the reallocation counting as one of the contract owner's free transfers in a contract year.

(f) Within five days after the Substitutions, Annuity Investors will send to affected Contract owners written confirmation that the Substitutions have occurred and the written confirmation will reiterate that all Contract owners may, during the 30 day period after the effective date of the Substitutions, reallocate accumulation value among other available subaccounts without the imposition of any transfer charge or limitation and without the reallocation counting as one of the Contract owner's free transfers in a contract year.

(g) The Substitutions will in no way alter the insurance benefits to Contract owners or the contractual obligations of Annuity Investors.

(h) The Substitutions will have no adverse tax consequences to Contract owners and will in no way alter the tax benefits to Contract owners.

(i) If, on the last day of each fiscal quarter in the 12 month period following the Substitutions, the net total expense ratio of a Replacement Portfolio exceeds on an annualized basis the net total annual expense ratio of the corresponding Replaced Portfolio for the fiscal year ended December 31, 2005, Annuity Investors will, for each Contract outstanding on the date of the Substitutions, reimburse (provided that the amount of such reimbursement is greater than $1.00 for such Contract) the Separate Account as of the last day of such fiscal quarter so that the amount of the Replacement Portfolio's net expenses for such period, together with the applicable expenses of the corresponding Separate Account will, on an annualized basis, be no greater than the sum of the net expenses of the corresponding Replaced Portfolio and the applicable expenses of the Separate Account for the 2005 fiscal year. In addition, for 12 months following the Substitutions, Annuity Investors will not increase asset-based fees or charges for Contracts outstanding on the day of the Substitutions.

(j) In connection with assets held under Contracts affected by the Substitutions, Annuity Investors will not receive, for three years from the date of the Substitutions, any direct or indirect benefits from the Replacement Portfolios, their advisers or underwriters (or their affiliates) at a rate higher than that which they had received from the Start Printed Page 66211Replaced Portfolios, their advisers or underwriters (or their affiliates), including without limitation 12b-l, shareholder service, administration or other service fees, revenue sharing or other arrangements in connection with such assets. Annuity Investors represents that the Substitutions and the selection of the Replacement Portfolios were not motivated by any financial consideration paid or to be paid by the Replacement Portfolios, their advisers or underwriters, or their respective affiliates.

Conclusion

For the reasons and upon the facts set forth above, Applicants submit that the requested order meets the standards set forth in Section 26(c). Applicants request an order of the Commission, pursuant to Section 26(c) of the Act, approving the Substitutions.

Start Signature

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Nancy M. Morris,

Secretary.

End Signature End Supplemental Information

[FR Doc. E6-19075 Filed 11-9-06; 8:45 am]

BILLING CODE 8011-01-P