Federal Register / Vol. 69, No. 239 / Tuesday, December 14, 2004 / Notices 74543

1Applicants request that any relief granted 

pursuant to the application also apply to any other 

company of which AIG is or hereafter becomes an 

affiliated person (together with AIG and the 

Applicants, the ‘‘Covered Persons’’).

2Securities and Exchange Commission v. 

American International Group, Inc., Civil Action 

No. 1:04CV02070 (D.D.C., filed November 30, 2004).

contact the Office of the Secretary, 

Washington, DC 20555 (301–415–1969). 

In addition, distribution of this meeting 

notice over the Internet system is 

available. If you are interested in 

receiving this Commission meeting 

schedule electronically, please send an 

electronic message to dkw@nrc.gov.

Dated: December 9, 2004. 

Dave Gamberoni, 

Office of the Secretary.

[FR Doc. 04–27404 Filed 12–10–04; 9:22 am] 

BILLING CODE 7590–01–M

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–26690; 812–13139] 

AIG Annuity Life Insurance Company, 

et al.; Temporary Order and Notice of 

Application 

December 8, 2004.

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’).

ACTION: Temporary order and notice of 

application for a permanent order under 

section 9(c) of the Investment Company 

Act of 1940 (‘‘Act’’). 

SUMMARY OF APPLICATION: Applicants 

have received a temporary order 

exempting them from section 9(a) of the 

Act, with respect to an injunction 

entered against American International 

Group, Inc. (‘‘AIG’’) on or about 

December 7, 2004 by the United States 

District Court for the District of 

Columbia (the ‘‘Injunction’’), until the 

Commission takes final action on an 

application for a permanent order. 

Applicants also have applied for a 

permanent order.

APPLICANTS: AIG Annuity Life 

Insurance Corporation (‘‘AIG Annuity’’), 

AIG Equity Sales Corp. (‘‘AIG Equity’’), 

AIG Global Investment Corp. 

(‘‘AIGGIC’’), AIG Life Insurance 

Company (‘‘AIG Life’’), AIG 

SunAmerica Asset Management Corp. 

(‘‘SunAmerica Asset Management’’), 

AIG SunAmerica Capital Services, Inc. 

(‘‘SunAmerica Capital’’), AIG 

SunAmerica Life Assurance Company 

(‘‘SunAmerica Life’’), American General 

Distributors, Inc. (‘‘AM Distributors’’), 

American General Equity Services Corp. 

(‘‘AM Equity’’), American General Life 

Insurance Company (‘‘AM Life’’), 

American International Life Assurance 

Company of New York (‘‘AILAC’’), 

Brazos Capital Management, L.P. 

(‘‘Brazos’’), First SunAmerica Life 

Insurance Company (‘‘First 

SunAmerica’’), The United States Life 

Insurance Company in the City of New 

York (‘‘US Life’’), and The Variable 

Annuity Life Insurance Company 

(‘‘VALIC’’).1

FILING DATE: The application was filed 

on December 1, 2004.

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 3, 2005, 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 writer’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 

Commission’s Secretary.

ADDRESSES: Secretary, Commission 450 

Fifth Street, NW, Washington, DC 

20549–0609. Applicants: Ernest T. 

Patrikis, American International Group, 

Inc., 70 Pine Street, New York, New 

York 10270.

FOR FURTHER INFORMATION CONTACT:

Janis F. Kerns, Senior Counsel, or Todd 

F. Kuehl, Branch Chief, at 202–942–

0564 (Division of Investment 

Management, Office of Investment 

Company Regulation).

SUPPLEMENTARY INFORMATION: The 

following is a temporary order and a 

summary of the application. The 

complete application may be obtained 

for a fee at the Commission’s Public 

Reference Branch, 450 Fifth Street, NW., 

Washington, DC 20549–0102 (tel. (202) 

942–8090). 

Applicants’ Representation

1. The Applicants, except Brazos, are 

wholly-owned subsidiaries of AIG. 

Brazos is a majority-owned subsidiary of 

AIG. AIG, through its subsidiaries, offers 

property and casualty and life insurance 

products to commercial, institutional 

and individual customers worldwide. 

AIG’s global businesses also include 

retirement services, financial services 

and asset management. AIGGIC, 

SunAmerica Asset Management, Brazos, 

and VALIC are investment advisers 

registered under the Investment 

Advisers Act of 1940 and serve as 

investment adviser or sub-adviser to 

certain registered investment companies 

(‘‘Funds’’). AIG Annuity, AIG Equity, 

AIG Life, SunAmerica Capital, 

SunAmerica Life, AM Distributors, AM 

Equity, AM Life, AILAC, First 

SunAmerica, US Life and VALIC are 

broker-dealers registered under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) serving as a principal 

underwriter, or are a depositor, for 

open-end Funds and unit investment 

trusts. 

2. On or about December 7, 2004, the 

United States District Court for the 

District of Columbia entered the 

Injunction against AIG in a matter 

brought by the Commission.2 The 

Commission alleged in the complaint 

(‘‘Complaint’’) that AIG violated section 

10(b) of the Exchange Act and rule 10b–

5 promulgated thereunder and section 

17(a) of the Securities Act of 1933 and 

aided and abetted violations of sections 

13(a) and 13(b)(2)(A) of the Exchange 

Act and rules 12b–20, and 13a–13 

thereunder in connection with certain 

transactions between subsidiaries of The 

PNC Financial Services Group, Inc. 

(‘‘PNC’’) and certain subsidiaries of AIG, 

and similar transaction marketed by 

certain subsidiaries of AIG to other 

publicly traded companies. Without 

admitting or denying any of the 

allegations in the Complaint, except as 

to jurisdiction, AIG consented to the 

entry of the Injunction as well as the 

payment of disgorgement, penalties and 

prejudgment interest.

Applicants’ Legal Analysis 

1. Section 9(a)(2) of the Act, in 

relevant part, prohibits a person who 

has been enjoined from engaging in or 

continuing any conduct or practice in 

connection with the purchase or sale of 

a security from acting, among other 

things, as an investment adviser or 

depositor of any registered investment 

company or a principal underwriter for 

any registered open-end investment 

company, registered unit investment 

trust, or registered face-amount 

certificate company. Section 9(a)(3) of 

the Act makes the prohibition in section 

9(a)(2) applicable to a company any 

affiliated person of which has been 

disqualified under the provisions of 

section 9(a)(2). Section 2(a)(3) of the Act 

defines affiliated person to include any 

person directly or indirectly controlling, 

controlled by, or under common 

control, with the other person. 

Applicants state that AIG is an affiliated 

person of each of the Applicants within 

the meaning of section 2(a)(3) of the Act. 

Applicants state that, as a result of the 

74544 Federal Register / Vol. 69, No. 239 / Tuesday, December 14, 2004 / Notices 

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

Injunction, they may be subject to the 

prohibitions of section 9(a). 

2. Section 9(c) of the Act provides that 

the Commission shall grant an 

application for an exemption from the 

disqualification provisions of section 

9(a) if it is established that these 

provisions, as applied to the Applicants, 

are unduly or disproportionately severe 

or that the Applicants’ conduct has been 

such as not to make it against the public 

interest or the protection of investors to 

grant the application. Applicants have 

filed an application pursuant to section 

9(c) of the Act seeking temporary and 

permanent orders exempting them from 

the provisions of section 9(a) of the Act.

3. Applicants believe that they meet 

the standards for exemption specified in 

section 9(c). Applicants state that the 

prohibitions of section 9(a) as applied to 

them would be unduly and 

disproportionately severe and that the 

conduct of Applicants has been such as 

not to make it against the public interest 

or the protection of investors to grant 

the exemption from section 9(a). 

Applicants state that none of their 

current or former officers, directors or 

employees who are engaged in the 

provision of investment advisory or 

underwriting services to the Funds 

participated in any way in the conduct 

described in the Complaint. Applicants 

also state that although some of the 

Funds advised by the Applicants held 

PNC securities in their portfolios during 

the time discussed in the Complaint, as 

far as Applicants are aware none of the 

officers, portfolio managers or any other 

investment personnel employed by the 

Applicants had any knowledge of any 

non-public information relating to, or 

had any involvement in, the conduct 

alleged in the Complaint. Applicants 

state that they are entirely separate from 

AIG’s businesses that were involved in 

the conduct described in the Complaint. 

Applicants further state that they have 

adopted policies and procedures 

designed to protect the Applicants’

clients, including the Funds’

shareholders, from any conflict of 

interest that may arise between the 

Applicants’ portfolio managers and 

AIG’s other businesses referenced in the 

Complaint. Additionally, Applicants 

assert that if they were barred from 

providing services to registered 

investment companies, the effect on 

their businesses and employees would 

be severe. The Applicants state that they 

have committed substantial resources to 

support their advisory, sub-advisory and 

underwriting activities. Applicants state 

that they have not previously received 

any orders under section 9(c) of the Act. 

4. Applicants state that their inability 

to continue providing advisory services 

to the Funds and the inability to 

continue to serve as depositor or 

principal underwriter to the Funds 

would result in potential hardships for 

the Funds and their shareholders. The 

Applicants also state that they will 

distribute written materials, including 

an offer to meet in person to discuss the 

materials, to the boards of directors 

(‘‘Boards’’) of the Funds for which the 

Applicants serve as investment adviser 

or principal underwriter, including the 

directors who are not ‘‘interested 

persons,’’ as defined in section 2(a)(19) 

of the Act, of such Funds and their 

independent legal counsel, regarding 

the Injunction, any impact on the Funds 

and this application. The Applicants 

will provide such Funds’ Boards with 

all information concerning the 

Injunction and this application 

necessary for the Funds to fulfill their 

disclosure and other obligations under 

the federal securities laws. 

Applicant’s Condition 

Applicants agree that the order 

granting the requested relief will be 

subject to the following condition: 

Any temporary exemption granted 

pursuant to the application shall be 

without prejudice to, and shall not limit 

the Commission’s rights in any manner 

with respect to, any Commission 

investigation of, or administrative 

proceedings involving or against, 

Covered Persons, including without 

limitation, the consideration by the 

Commission of a permanent exemption 

from section 9(a) of the Act requested 

pursuant to the application or the 

revocation or removal of any temporary 

exemptions granted under the Act in 

connection with the application. 

Temporary Order 

The Commission has considered the 

matter and finds that Applicants have 

made the necessary showing to justify 

granting a temporary exemption. 

Accordingly, It is hereby ordered, 

pursuant to section 9(C) of the Act, that 

the Covered Persons are granted a 

temporary exemption from the 

provisions of section 9(a), effective 

forthwith, solely with respect to the 

Injunction, subject to the condition in 

the application, until the Commission 

takes final action on an application for 

a permanent order.

By the Commission. 

Jill M. Peterson, 

Assistant Secretary.

[FR Doc. 04–27311 Filed 12–13–04; 8:45 am] 

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–50812; File No. SR–AMEX–

2004–81] 

Self-Regulatory Organizations; Notice 

of Filing and Order Granting 

Accelerated Approval of a Proposed 

Rule Change by the American Stock 

Exchange LLC Relating to the Listing 

and Trading of Notes Linked to the 

Performance of the Nasdaq-100 Index 

December 7, 2004. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder, 2

notice is hereby given that on October 

4, 2004, the American Stock Exchange 

LLC (‘‘Amex’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I and II below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons and is approving the proposal 

on an accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change

The Exchange proposed to list and 

trade notes, the performance of which is 

linked to the Nasdaq-100 Index 

(‘‘Nasdaq-100’’ or ‘‘Index’’). 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Amex included statements concerning 

the purpose of, and basis for, the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item III below. The Amex has 

prepared summaries, set forth in 

Sections A, B, and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Under Section 107A of the Amex 

Company Guide (‘‘Company Guide’’), 

the Exchange may approve for listing 

and trading securities that cannot be 

readily categorized under the listing 

criteria for common and preferred