Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 13829 

the collection of information on 

respondents, including the use of 

automated collection techniques or 

other forms of information technology. 

Title and purpose of information 

collection: 

Request for Internet Services, OMB 

3220–0198. 

The RRB uses a Personal 

Identification Number (PIN)/Password 

system that allows RRB customers to 

conduct business with the agency 

electronically. As part of the system, the 

RRB collects information needed to 

establish a unique PIN/Password that 

allows customer access to RRB Internetbased services. The information 

collected is matched against records of 

the railroad employee that are 

maintained by the RRB. If the 

information is verified, the request is 

approved and the RRB mails a Password 

Request Code (PRC) to the requestor. If 

the information provided cannot be 

verified, the requestor is advised to 

contact the nearest field office of the 

RRB to resolve the discrepancy. Once a 

PRC is obtained from the RRB, the 

requestor can apply for a PIN/Password 

online. Once the PIN/Password has been 

established, the requestor has access to 

RRB Internet-based services. The RRB 

estimates that approximately 14,040 

requests for PRCs and PIN/Passwords 

are received annually and that it takes 

5 minutes per response to secure a PRC 

and 1.5 minutes to establish a PIN/ 

Password. Completion is voluntary, 

however, the RRB will be unable to 

provide a PRC or allow a requestor to 

establish a PIN/Password (thereby 

denying system access), if the requests 

are not completed. The RRB proposes 

non-burden impacting, editorial changes 

to the PRC and PIN/Password screens. 

Additional Information or Comments: 

To request more information or to 

obtain a copy of the information 

collection justification, forms, and/or 

supporting material, please call the RRB 

Clearance Officer at (312) 751–3363 or 

send an e-mail request to 

Charles.Mierzwa@RRB.gov. Comments 

regarding the information collection 

should be sent to Ronald J. Hodapp, 

Railroad Retirement Board, 844 N. Rush 

Street, Chicago, Illinois 60611–2092 or 

Ronald.Hodapp@RRB.GOV. Comments 

should be received within 60 days of 

this notice. 

Charles Mierzwa, 

Clearance Officer. 

[FR Doc. E7–5365 Filed 3–22–07; 8:45 am] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–27752; File No. 812–13318] 

John Hancock Life Insurance 

Company, et al. 

March 19, 2007. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order of approval pursuant to Section 

26(c) of the Investment Company Act of 

1940, as amended (the ‘‘Act’’). 

Applicants: John Hancock Life 

Insurance Company (U.S.A.) (‘‘John 

Hancock USA’’), John Hancock Life 

Insurance Company (U.S.A.) Separate 

Account H (‘‘Account H’’), John 

Hancock Life Insurance Company of 

New York (‘‘John Hancock New York’’) 

and John Hancock Life Insurance 

Company of New York Separate 

Account A (‘‘Account A’’) (collectively 

the ‘‘Applicants’’). 

SUMMARY: Applicants seek an order 

approving the substitution of shares of 

certain series of John Hancock Trust 

(‘‘JHT’’) for shares of certain series of 

other, unaffiliated, registered 

investment companies as described 

herein. 

Filing Date: The application was filed 

on July 31, 2006, and an amended and 

restated application was filed on March 

8, 2007. 

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 13, 2007, 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. Applicants, 

c/o Raymond A. O’Hara III, Blazzard & 

Hasenauer, P.C., 1375 Kings Highway 

East, Suite 220, Fairfield, CT 06824. 

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. 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the amended 

and restated application. The complete 

application is available for a fee from 

the Public Reference Branch of the 

Commission, 100 F Street, NE., 

Washington, DC 20549 (202–551–8090). 

Applicants’ Representations 

1. John Hancock USA, formerly 

known as The Manufacturers Life 

Insurance Company (U.S.A.), is a stock 

life insurance company originally 

organized under the laws of Maine on 

August 20, 1955 by a special act of the 

Maine legislature. John Hancock USA 

redomesticated under the laws of 

Michigan on December 30, 1992. 

2. Account H is registered under the 

Act as a unit investment trust (File No. 

811–4113). The variable annuity 

contracts funded by Account H that are 

affected by this application are Scudder 

Wealthmark Annuity (File Nos. 333–

70728 and 333–70730) and Scudder 

Wealthmark ML3 Annuity (File No. 

333–70850). 

3. John Hancock New York, formerly 

known as The Manufacturers Life 

Insurance Company of New York, is a 

wholly-owned subsidiary of John 

Hancock USA and is a stock life 

insurance company organized under the 

laws of New York on February 10, 1992. 

4. Account A is registered under the 

Act as a unit investment trust (File No. 

811–6584). It is used to fund variable 

annuity contracts of John Hancock New 

York. The variable annuity contracts 

funded by Account A that are affected 

by this application are Scudder 

Wealthmark Annuity for New York (File 

Nos. 33–79112 and 33–46217) and 

Scudder Wealthmark ML3 Annuity for 

New York (File No. 333–83558). 

5. The individual and group variable 

annuity contracts affected by this 

application are collectively referred to 

as the ‘‘Contracts.’’

6. Each of the Contracts permits its 

owners to allocate the Contract’s 

accumulated value among numerous 

available Subaccounts, each of which 

invests in a different investment 

portfolio (‘‘Fund’’) of an underlying 

mutual fund. 

7. Each Contract permits its owner to 

transfer the Contract’s accumulated 

value from one Subaccount to another 

Subaccount of the issuing Separate 

Account at any time, subject to certain 

potential restrictions and charges 

described in the Contracts and 

Prospectuses relating to the Contracts. 

To the extent that the Contracts contain 

restrictions or limitations on an owner’s 


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right to transfer, such restrictions and 

limitations will be suspended in 

connection with the transfers as 

described in further detail elsewhere 

herein. 

8. Each Insurance Company reserves 

the right to make certain changes, 

including the right to substitute, for the 

shares held in any Subaccount, the 

shares of another Fund or the shares of 

another underlying mutual fund, as 

stated in each prospectus for the 

Contracts. 

9. Shares of JHT are sold exclusively 

to insurance company separate accounts 

to fund benefits under variable annuity 

contracts and variable life insurance 

policies sponsored by the Insurance 

Companies or their affiliates, and to 

employer pension and profit sharing 

plans. JHT is registered under the Act as 

an open-end management investment 

company of the series type, and its 

securities are registered under the 1933 

Act, File Nos. 002–94157/811–04146 

and 33–02081/811–04490. John 

Hancock Investment Management 

Services, LLC (formerly, Manufacturers 

Securities Services, LLC) (‘‘JHIMS’’), is 

the investment adviser to JHT, and each 

series has its own subadviser. 

10. Each Insurance Company, on its 

behalf and on behalf of the Separate 

Accounts, proposes to make certain 

substitutions of shares of thirty-five 

funds (the ‘‘Existing Funds’’) held in the 

Subaccounts of its respective Separate 

Accounts with certain Series (the 

‘‘Replacement Funds’’) of JHT as 

follows: 

Existing funds Replacement funds 

AIM V.I. Utilities Fund—Series II .............................................................. JHT Total Stock Market Index Trust—Series II. 

DWS Blue Chip VIP—Series II, Class B 

DWS Health Care VIP—Series I, Class B 

DWS Technology VIP—Series II, Class B 

The Dreyfus Socially Responsible Growth Fund, Inc.—Service Class ... JHT Quantitative All Cap Trust—Series II. 

DWS Dreman High Return Equity VIP—Series II, Class B 

DWS Janus Growth and Income VIP—Series II, Class B 

Alger American Leveraged AllCap Portfolio—Class S ............................ JHT All Cap Core Trust—Series II. 

DWS Large Cap Value VIP—Series II, Class B ...................................... JHT Quantitative Value Trust—Series II. 

DWS Davis Venture Value VIP—Series II, Class B ................................ JHT Fundamental Value Trust—Series II. 

DWS Dreman Small Cap Value VIP—Series II, Class B ........................ JHT Small Cap Index Trust—Series II. 

DWS Small Cap Growth VIP—Series II, Class B 

Alger American Balanced Portfolio—Class S .......................................... JHT Index Allocation Trust—Series II. 

DWS Balanced VIP—Series II, Class B 

DWS RREEF Real Estate Securities VIP—Class B ................................ JHT Real Estate Securities Trust—Series II. 

DWS International VIP—Series I, Class B ............................................... JHT International Value Trust—Series II. 

DWS Global Thematic VIP—Series II, Class B ....................................... JHT Global Trust—Series II. 

DWS Global Opportunities VIP—Series I, Class B 

DWS Bond VIP—Series I, Class B .......................................................... JHT Bond Index Trust—Series II. 

DWS High Income VIP—Series II, Class B ............................................. JHT Active Bond Trust—Series II. 

DWS Strategic Income VIP—Series II, Class B 

DWS Core Fixed Income VIP—Series II, Class B ................................... JHT Investment Quality Bond Trust—Series II. 

DWS Growth Allocation VIP—Series II, Class B ..................................... JHT Lifestyle Growth Trust—Series II. 

DWS Moderate Allocation VIP—Series II, Class B ................................. JHT Lifestyle Balanced Trust—Series II. 

DWS Conservative Allocation VIP—Series II, Class B ............................ JHT Lifestyle Moderate Trust—Series II. 

Dreyfus MidCap Stock Portfolio—Service Class ..................................... JHT Mid Cap Index Trust—Series II. 

DWS Mid Cap Growth VIP—Series II, Class B ....................................... JHT Quantitative Mid Cap Trust—Series II. 

DWS Turner Mid Cap Growth VIP—Series II, Class B 

DWS Capital Growth VIP—Series I, Class B .......................................... JHT 500 Index Trust B. 

DWS Growth and Income VIP—Series I, Class B 

DWS International Select Equity VIP—Series II, Class B ....................... JHT International Equity Index Trust B. 

Credit Suisse Trust Emerging Markets Portfolio 

Credit Suisse Trust Global Small Cap Portfolio 

DWS Government & Agency Securities VIP—Series II, Class B ............ JHT Money Market Trust B. 

DWS Money Market VIP—Series II, Class B 

11. With respect to each substitution, 

the investment objectives and 

comparative fund expenses for each 

Existing Fund and each Replacement 

Fund are below. Asset sizes and 

comparative performance history for 

each Existing Fund and each 

Replacement Fund can be found in the 

application filed with the Commission. 

12. AIM V.I. Utilities Fund—JHT 

Total Stock Market Index Trust: The 

AIM V.I. Utilities Fund seeks capital 

growth and current income. The Fund 

normally invests at least 80% of its net 

assets in the equity securities and 

equity-related instruments of companies 

engaged in utilities-related industries. 

The JHT Total Stock Market Index Trust 

seeks to approximate the aggregate total 

return of the Dow Jones Wilshire 5000 

Index (‘‘Wilshire 5000 Index’’). The 

Trust invests, under normal market 

conditions, at least 80% of its net assets 

(plus any borrowings for investment 

purposes) in the common stocks that are 

included in the Wilshire 5000 Index, 

and securities (which may or may not be 

included in the Wilshire 5000 Index) 

that the sub-adviser believes as a group 

will behave in a manner similar to the 

Wilshire 5000 Index. 

13. DWS Blue Chip VIP—JHT Total 

Stock Market Index Trust: DWS Blue 

Chip VIP seeks growth of capital and 

income. Under normal circumstances, 

the portfolio invests at least 80% of net 

assets, plus the amount of any 

borrowings for investment purposes, in 

common stocks of large U.S. companies 

that are similar in size to the companies 

in the S&P 500 Index and that the 

portfolio managers consider to be ‘‘blue 

chip’’ companies. The JHT Total Stock 

Market Index Trust seeks to 

approximate the aggregate total return of 

the Wilshire 5000 Index. The Trust 

invests, under normal market 

conditions, at least 80% of its net assets 

(plus any borrowings for investment 

purposes) in the common stocks that are 

included in the Wilshire 5000 Index, 

and securities (which may or may not be 

included in the Wilshire 5000 Index) 


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that the sub-adviser believes as a group 

will behave in a manner similar to the 

Wilshire 5000 Index. 

14. DWS Health Care VIP—JHT Total 

Stock Market Index Trust: DWS Health 

Care VIP seeks long-term growth of 

capital by investing at least 80% of total 

assets, plus the amount of any 

borrowings for investment purposes, in 

common stocks of companies in the 

health care sector. The JHT Total Stock 

Market Index Trust seeks to 

approximate the aggregate total return of 

the Wilshire 5000 Index. The Trust 

invests, under normal market 

conditions, at least 80% of its net assets 

(plus any borrowings for investment 

purposes) in the common stocks that are 

included in the Wilshire 5000 Index, 

and securities (which may or may not be 

included in the Wilshire 5000 Index) 

that the sub-adviser believes as a group 

will behave in a manner similar to the 

Wilshire 5000 Index. 

15. DWS Technology VIP—JHT Total 

Stock Market Index Trust: DWS 

Technology VIP seeks growth of capital 

by, under normal circumstances, 

investing at least 80% of net assets, plus 

the amount of any borrowings for 

investment purposes, in common stocks 

of U.S. companies in the technology 

sector. The JHT Total Stock Market 

Index Trust seeks to approximate the 

aggregate total return of the Wilshire 

5000 Index. The Trust invests, under 

normal market conditions, at least 80% 

of its net assets (plus any borrowings for 

investment purposes) in the common 

stocks that are included in the Wilshire 

5000 Index, and securities (which may 

or may not be included in the Wilshire 

5000 Index) that the sub-adviser 

believes as a group will behave in a 

manner similar to the Wilshire 5000 

Index. 

16. The Dreyfus Socially Responsible 

Growth Fund, Inc.—JHT Quantitative 

All Cap Trust: The Dreyfus Socially 

Responsible Growth Fund, Inc. seeks to 

provide capital growth, with current 

income as a secondary goal by investing, 

under normal circumstances, at least 

80% of its assets in the common stocks 

of companies that, in the opinion of the 

fund’s management, meet traditional 

investment standards and conduct their 

business in a manner that contributes to 

the enhancement of the quality of life in 

America. The JHT Quantitative All Cap 

Trust seeks long-term growth of capital. 

The portfolio seeks to achieve its 

objective by investing, under normal 

circumstances, primarily in equity 

securities of U.S. companies. 

17. DWS Dreman High Return Equity 

VIP—The JHT Quantitative All Cap 

Trust: DWS Dreman High Return Equity 

VIP seeks to achieve a high rate of total 

return. Under normal circumstances, the 

portfolio invests at least 80% of net 

assets, plus the amount of any 

borrowings for investment purposes, in 

common stocks and other equity 

securities. The JHT Quantitative All Cap 

Trust seeks long-term growth of capital 

by investing, under normal 

circumstances, primarily in equity 

securities of U.S. companies. 

18. DWS Janus Growth and Income 

VIP—JHT Quantitative All Cap Trust: 

DWS Janus Growth and Income VIP 

seeks long-term capital growth and 

current income. The portfolio normally 

emphasizes investments in equity 

securities. The JHT Quantitative All Cap 

Trust seeks long-term growth of capital. 

Under normal circumstances, the 

portfolio primarily invests in equity 

securities of U.S. companies. 

19. Alger American Leveraged AllCap 

Portfolio—JHT All Cap Core Trust: The 

Alger American Leveraged AllCap 

Portfolio seeks long-term capital 

appreciation. The portfolio invests 

primarily in equity securities, such as 

common or preferred stocks, which are 

listed on U.S. exchanges or in the overthe-counter market. The JHT All Cap 

Core Trust seeks long-term growth of 

capital. The portfolio invests in 

common stocks and other equity 

securities within all asset classes (small, 

mid and large cap) and primarily within 

the Russell 3000 Index. 

20. DWS Large Cap Value VIP—JHT 

Quantitative Value Trust: DWS Large 

Cap Value VIP seeks to achieve a high 

rate of total return. Under normal 

circumstances, the portfolio invests at 

least 80% of net assets, plus the amount 

of any borrowings for investment 

purposes, in common stocks and other 

equity securities, of large U.S. 

companies that are similar in size to the 

companies in the Russell 1000 Value 

Index and that the portfolio managers 

believe are undervalued. The JHT 

Quantitative Value Trust seeks longterm capital appreciation. The portfolio 

invests primarily in large-cap U.S. 

securities with the potential for longterm growth of capital. 

21. DWS Davis Venture Value VIP—

JHT Fundamental Value Trust: Both 

DWS Davis Venture Value VIP and JHT 

Fundamental Value Trust seek growth 

of capital. The DWS Davis Venture 

Value VIP invests primarily in common 

stocks of U.S. companies with market 

capitalizations of at least $5 billion. The 

JHT Fundamental Value Trust invests, 

under normal market conditions, 

primarily in common stocks of U.S. 

companies with market capitalizations 

of at least $10 billion. 

22. DWS Dreman Small Cap Value 

VIP–JHT Small Cap Index Trust: DWS 

Dreman Small Cap Value VIP seeks 

long-term capital appreciation. Under 

normal circumstances, the portfolio 

invests at least 80% of net assets, plus 

the amount of any borrowings for 

investment purposes, in undervalued 

common stocks of small U.S. 

companies, which the portfolio defines 

as companies that are similar in market 

value to those in the Russell 2000 Value 

Index. The JHT Small Cap Index Trust 

seeks to approximate the aggregate total 

return of the Russell 2000 Index. The 

Trust invests, under normal market 

conditions, at least 80% of its net assets, 

plus any borrowings for investment 

purposes, in the common stocks that are 

included in the Russell 2000 Index, and 

securities (which may or may not be 

included in the Russell 2000 Index) that 

the sub-adviser believes as a group will 

behave in a manner similar to the 

Russell 2000 Index. 

23. DWS Small Cap Growth VIP—JHT 

Small Cap Index Trust: DWS Small Cap 

Growth VIP seeks maximum 

appreciation of investors’ capital. Under 

normal circumstances, the portfolio 

invests at least 80% of net assets, plus 

the amount of any borrowings for 

investment purposes, in small 

capitalization stocks similar in size to 

those comprising the Russell 2000 

Growth Index. The JHT Small Cap Index 

Trust seeks to approximate the aggregate 

total return of the Russell 2000 Index. 

The Trust invests, under normal market 

conditions, at least 80% of its net assets, 

plus any borrowings for investment 

purposes, in the common stocks that are 

included in the Russell 2000 Index, and 

securities (which may or may not be 

included in the Russell 2000 Index) that 

the sub-adviser believes as a group will 

behave in a manner similar to the 

Russell 2000 Index. 

24. Alger American Balanced 

Portfolio—JHT Index Allocation Trust: 

The Alger American Balanced Portfolio 

seeks current income and long-term 

capital appreciation. Under normal 

circumstances, the portfolio will invest 

at least 25% of its net assets in fixedincome securities and at least 25% of its 

net assets in equity securities. The JHT 

Index Allocation Trust seeks long-term 

growth of capital by investing 

approximately 30% of the portfolio’s 

assets in fixed income index funds and 

approximately 70% of its assets in 

equity index funds. Current income is 

also a consideration. 

25. DWS Balanced VIP—JHT Index 

Allocation Trust: The DWS Balanced 

VIP seeks high total return, a 

combination of income and capital 

appreciation. The portfolio normally 

invests approximately 60% of its net 

assets in common stocks and other 


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equity securities and approximately 

40% of its net assets in fixed income 

securities. The JHT Index Allocation 

Trust seeks long-term growth of capital 

by investing approximately 30% of the 

portfolio’s assets in fixed income index 

funds and approximately 70% of its 

assets in equity index funds. Current 

income is also a consideration. 

26. DWS RREEF Real Estate Securities 

VIP—JHT Real Estate Securities Trust: 

Both DWS RREEF Real Estate Securities 

VIP and the JHT Real Estate Securities 

Trust seek to achieve long-term capital 

appreciation and current income 

through investing, under normal market 

conditions, at least 80% of net assets 

(plus any borrowings for investment 

purposes) in equity securities of real 

estate investment trusts and real estate 

companies. 

27. DWS International VIP—JHT 

International Value Trust: DWS 

International VIP seeks long-term 

growth of capital primarily through 

diversified holdings of marketable 

foreign equity investments. Although it 

may invest in companies of any size and 

from any country, it invests mainly in 

common stocks of established 

companies in countries with developed 

economies. The JHT International Value 

Trust seeks long-term growth of capital 

by investing, under normal market 

conditions, primarily in equity 

securities of companies located outside 

the U.S., including in emerging markets. 

28. DWS Global Thematic VIP—JHT 

Global Trust: DWS Global Thematic VIP 

seeks long-term capital growth by 

investing, under normal circumstances, 

at least 80% of net assets, plus the 

amount of any borrowings for 

investment purposes, in common stocks 

and other equities of companies 

throughout the world that the portfolio 

managers consider to be ‘‘blue chip’’

companies. The JHT Global Trust seeks 

long-term capital appreciation by 

investing, under normal market 

conditions, at least 80% of its net assets 

(plus any borrowings for investment 

purposes) in the equity securities of 

companies located anywhere in the 

world, including emerging markets. 

29. DWS Global Opportunities VIP—

JHT Global Trust: DWS Global 

Opportunities VIP seeks above-average 

capital appreciation over the long term 

by investing at least 65% of total assets 

in common stocks and other equities of 

small companies throughout the world. 

The JHT Global Trust seeks long-term 

capital appreciation by investing, under 

normal market conditions, at least 80% 

of its net assets (plus any borrowings for 

investment purposes) in the equity 

securities of companies located 

anywhere in the world, including 

emerging markets. 

30. DWS Bond VIP—JHT Bond Index 

Trust A: DWS Bond VIP seeks to 

provide a high level of income 

consistent with a high quality portfolio 

of debt securities by investing, under 

normal circumstances, at least 80% of 

net assets, plus the amount of any 

borrowings for investment purposes, in 

bonds of any maturity. The JHT Bond 

Index Trust A seeks to track the 

performance of the Lehman Brothers 

Aggregate Bond Index (‘‘Lehman 

Index’’). The Lehman Index consists of 

dollar denominated, fixed rate, 

investment grade debt securities with 

maturities generally greater than one 

year and outstanding par values of at 

least $200 million. Under normal 

market conditions will invest at least 

80% of its assets in securities listed in 

the Lehman Index. 

31. DWS High Income VIP—JHT 

Active Bond Trust: DWS High Income 

VIP seeks to provide a high level of 

current income by investing, under 

normal circumstances, at least 65% of 

net assets, plus the amount of any 

borrowings for investment purposes, in 

junk bonds, which are those rated below 

the fourth highest credit rating category 

(i.e., grade BB/Ba and below). The JHT 

Active Bond Trust seeks income and 

capital appreciation by investing, 

normally, at least 80% of its assets in a 

diversified mix of debt securities and 

instruments, including but not limited 

to: U.S. Treasury and agency securities; 

asset-backed securities and mortgagebacked securities; corporate bonds, both 

U.S. and foreign; and foreign 

government and agency securities. 

32. DWS Strategic Income VIP—JHT 

Active Bond Trust: DWS Strategic 

Income VIP seeks a high current return 

by investing mainly in bonds issued by 

U.S. and foreign corporations and 

governments. The JHT Active Bond 

Trust seeks income and capital 

appreciation by investing, normally, at 

least 80% of its assets in a diversified 

mix of debt securities and instruments, 

including but not limited to: U.S. 

Treasury and agency securities; assetbacked securities and mortgage-backed 

securities; corporate bonds, both U.S. 

and foreign; and foreign government 

and agency securities. 

33. DWS Core Fixed Income VIP—JHT 

Investment Quality Bond Trust: DWS 

Core Fixed Income VIP seeks high 

current income by investing, under 

normal circumstances, at least 80% of 

its assets, plus the amount of any 

borrowings for investment purposes, in 

fixed income securities. The fixed 

income securities are primarily 

investment grade and within the top 

three rating catoegories. The JHT 

Investment Quality Bond Trust seeks to 

provide a high level of current income 

consistent with the maintenance of 

principal and liquidity by investing, 

under normal market conditions, at least 

80% of the portfolio’s net assets (plus 

any borrowings for investment 

purposes) in investment-grade bonds. 

34. DWS Growth Allocation VIP—JHT 

Lifestyle Growth Trust: DWS Growth 

Allocation VIP seeks long-term growth 

of capital by investing in a portfolio of 

other portfolios (‘‘underlying 

portfolios’’). The portfolio managers will 

generally allocate the portfolio’s assets 

in the following ranges: 20–40% in 

underlying portfolios which invest 

primarily in fixed income securities of 

all credit qualities and maturities; and 

60–80% in underlying portfolios which 

invest primarily in equity securities of 

all capitalization levels. The JHT 

Lifestyle Growth Trust seeks long-term 

growth of capital by investing in 

underlying portfolios of JHT. The 

portfolio invests approximately 20% of 

its assets in underlying portfolios of JHT 

which invest primarily in fixed income 

securities and approximately 80% in 

underlying portfolios of JHT which 

invest primarily in equity securities. 

35. DWS Moderate Allocation VIP—

JHT Lifestyle Balanced Trust: DWS 

Moderate Allocation VIP seeks a balance 

of long-term growth of capital and 

current income with an emphasis on 

growth of capital by investing in a 

portfolio of other portfolios. The 

portfolio managers will generally 

allocate the portfolio’s assets in the 

following ranges: 25–55% in underlying 

portfolios which invest primarily in 

fixed income securities of all credit 

qualities and maturities; and 45–75% in 

underlying portfolios which invest 

primarily in equity securities of all 

capitalization levels. The JHT Lifestyle 

Balanced Trust seeks a balance between 

a high level of current income and 

growth of capital, with a greater 

emphasis on growth of capital by 

investing in underlying portfolios of 

JHT. The portfolio invests 

approximately 40% of its assets in 

underlying portfolios of JHT which 

invest primarily in fixed income 

securities and approximately 60% in 

underlying portfolios of JHT which 

invest primarily in equity securities. 

36. DWS Conservative Allocation 

VIP—JHT Lifestyle Moderate Trust: 

DWS Conservative Allocation VIP seeks 

a balance of current income and longterm growth of capital with an emphasis 

on current income by investing in a 

portfolio of other portfolios. The 

portfolio managers will generally 

allocate the portfolio’s assets in the 


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following ranges: 45–75% in underlying 

portfolios which invest primarily in 

fixed income securities of all credit 

qualities and maturities; and 25–55% in 

underlying portfolios which invest 

primarily in equity securities of all 

capitalization levels. The JHT Lifestyle 

Moderate Trust seeks a balance between 

a high level of current income and 

growth of capital, with a greater 

emphasis on income, by investing in 

underlying portfolios of JHT. The 

portfolio invests approximately 60% of 

its assets in underlying portfolios of JHT 

which invest primarily in fixed income 

securities and approximately 40% in 

underlying portfolios of JHT which 

invest primarily in equity securities. 

37. Dreyfus MidCap Stock Portfolio—

JHT Mid Cap Index Trust: The Dreyfus 

MidCap Stock Portfolio seeks 

investment results that are greater than 

the total return performance of publicly 

traded common stocks of medium-size 

domestic companies in the aggregate, as 

represented by the Standard & Poor’s 

MidCap 400 Index (‘‘S&P 400 Index’’). 

To pursue this goal, the portfolio 

normally invests at least 80% of its 

assets in stocks of midsize companies. 

The JHT Mid Cap Index Trust seeks to 

approximate the aggregate total return of 

the S&P 400 Index. The Trust invests, 

under normal market conditions, at least 

80% of its net assets (plus any 

borrowings for investment purposes) in 

the common stocks that are included in 

the S&P 400 Index, and securities 

(which may or may not be included in 

the S&P 400 Index) that the sub-adviser 

believes as a group will behave in a 

manner similar to the S&P 400 Index. 

38. DWS Mid Cap Growth VIP—JHT 

Quantitative Mid Cap Trust: DWS Mid 

Cap Growth VIP seeks long-term capital 

growth by investing, under normal 

circumstances, at least 80% of its assets 

in companies with market caps within 

the market capitalization range of the 

Russell MidCap Growth Index. The JHT 

Quantitative Mid Cap Trust seeks longterm capital growth by investing, under 

normal market conditions, at least 80% 

of its net assets (plus any borrowings for 

investment purposes) in U.S. mid-cap 

stocks. 

39. DWS Turner Mid Cap Growth 

VIP—JHT Quantitative Mid Cap Trust: 

DWS Turner Mid Cap Growth VIP seeks 

capital appreciation by investing in 

common stocks and other equity 

securities of U.S. companies with 

medium market capitalizations. The JHT 

Quantitative Mid Cap Trust seeks longterm capital growth by investing, under 

normal market conditions, at least 80% 

of its net assets (plus any borrowings for 

investment purposes) in U.S. mid-cap 

stocks. 

40. DWS Capital Growth VIP—JHT 

500 Index Trust B: DWS Capital Growth 

VIP seeks to maximize long-term capital 

growth by investing at least 65% of total 

assets in common stocks of U.S. 

companies. The portfolio generally 

focuses on companies similar in size to 

the companies in the Standard & Poor’s 

500 Composite Stock Price Index or the 

Russell 1000 Growth Index. The JHT 

500 Index Trust B seeks to approximate 

the aggregate total return of the 

Standard & Poor’s 500 Index (‘‘S&P 500 

Index’’). The Trust invests, under 

normal market conditions, at least 80% 

of its net assets (plus any borrowings for 

investment purposes) in the common 

stocks that are included in the S&P 500, 

and securities (which may or may not be 

included in the S&P 500 Index) that the 

sub-adviser believes as a group will 

behave in a manner similar to the S&P 

500 Index. 

41. DWS Growth and Income VIP—

JHT 500 Index Trust B: DWS Growth 

and Income VIP seeks long-term growth 

of capital, current income and growth of 

income. The portfolio invests primarily 

in large U.S. companies. The JHT 500 

Index Trust B seeks to approximate the 

aggregate total return of the S&P 500 

Index. The Trust invests, under normal 

market conditions, at least 80% of its 

net assets (plus any borrowings for 

investment purposes) in the common 

stocks that are included in the S&P 500, 

and securities (which may or may not be 

included in the S&P 500 Index) that the 

sub-adviser believes as a group will 

behave in a manner similar to the S&P 

500 Index. 

42. DWS International Select Equity 

VIP—JHT International Equity Index 

Trust B: DWS International Select 

Equity VIP seeks capital appreciation by 

investing at least 50% of its assets in 

securities represented in the MSCI 

EAFE Index. The JHT International 

Equity Index Trust B seeks to track the 

performance of Morgan Stanley Capital 

International All Country World 

Excluding U.S. Index by investing, 

under normal market conditions, at least 

80% of its assets in securities listed on 

this index. 

43. Credit Suisse Trust Emerging 

Markets Portfolio—JHT International 

Equity Index Trust B: Credit Suisse 

Trust Emerging Markets Portfolio seeks 

long-term growth of capital by investing 

at least 80% of its net assets, plus any 

borrowings for investment purposes, in 

foreign equity securities, with a focus on 

the world’s less developed countries. 

The JHT International Equity Index 

Trust B seeks to track the performance 

of Morgan Stanley Capital International 

All Country World Excluding U.S. Index 

by investing, under normal market 

conditions, at least 80% of its assets in 

securities listed on this index. 

44. Credit Suisse Trust Global Small 

Cap Portfolio—JHT International Equity 

Index Trust B: Credit Suisse Trust 

Global Small Cap Portfolio seeks longterm growth of capital by investing at 

least 80% of its net assets, plus any 

borrowings for investment purposes, in 

equity securities of post-venture-capital 

companies from at least three countries, 

including the U.S. The JHT 

International Equity Index Trust B seeks 

to track the performance of Morgan 

Stanley Capital International All 

Country World Excluding U.S. Index by 

investing, under normal market 

conditions, at least 80% of its assets in 

securities listed on this index. 

45. DWS Government & Agency 

Securities VIP—JHT Money Market 

Trust B: DWS Government & Agency 

Securities VIP seeks high current 

income consistent with preservation of 

capital by investing, under normal 

circumstances, at least 80% of net 

assets, plus the amount of any 

borrowings for investment purposes, in 

U.S. government securities and 

repurchase agreements of U.S. 

government securities. The JHT Money 

Market Trust B seeks maximum current 

income that is consistent with 

maintaining liquidity and preserving 

capital. The trust intends to maintain a 

stable $1 share price and invests only in 

U.S. dollar-denominated securities rated 

within the two highest short-term credit 

categories and their unrated equivalents. 

46. DWS Money Market VIP—JHT 

Money Market Trust B: DWS Money 

Market VIP seeks maximum current 

income to the extent consistent with 

stability of principal. The portfolio 

pursues its goal by investing exclusively 

in high quality short-term securities, as 

well as certain repurchase agreements 

that are backed by high-quality 

securities. The JHT Money Market Trust 

B seeks maximum current income that 

is consistent with maintaining liquidity 

and preserving capital. The trust intends 

to maintain a stable $1 share price and 

invests only in U.S. dollar-denominated 

securities rated within the two highest 

short-term credit categories and their 

unrated equivalents. 

47. The management fees, 12b–1 fees 

(if applicable), other expenses and total 

operating expenses for each Existing 

and Replacement Fund are as follows: 


sroberts on PROD1PC70 with NOTICES
13834 Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 

Management 

fees 

(percent) 

Distribution 

(12b–1) fees 

(percent) 

Other 

expenses 

(percent) 

Total annual 

expenses 

(percent) 

Expense 

waivers 

(percent) 

Net annual 

expenses 

(percent) 

Existing Funds: 

• AIM V.I. Utilities Fund—Series II .. 0.60 0.25 0.36 1.21 0.03 1.18 

• DWS Blue Chip VIP Series II, 

Class B .......................................... 0.65 0.25 0.19 1.09 N/A 1.09 

• DWS Health Care VIP—Series I, 

Class B .......................................... 0.75 0.25 0.27 1.27 N/A 1.27 

• DWS Technology VIP—Series II, 

Class B .......................................... 0.75 0.25 0.26 1.26 N/A 1.26 

Replacement Fund: 

• JHT Total Stock Market Index 

Trust—Series II ............................. 0.49 0.25 0.04 0.78 N/A 0.78 

Existing Funds: 

• The Dreyfus Socially Responsible 

Growth Fund, Inc.—Service Class 0.75 0.25 0.06 1.06 N/A 1.06 

• DWS Dreman High Return Equity 

VIP—Series II, Class B ................. 0.73 0.25 0.19 1.17 N/A 1.17 

• DWS Janus Growth and Income 

VIP—Series II, Class B ................. 0.75 0.25 0.26 1.26 N/A 1.26 

Replacement Fund: 

• JHT Quantitative All Cap Trust—

Series II ......................................... 0.71 0.25 0.06 1.02 N/A 1.02 

Existing Fund: 

• Alger American Leveraged AllCap 

Portfolio—Class S ......................... 0.85 0.25 0.06 1.16 N/A 1.16 

Replacement Fund: 

• JHT All Cap Core Trust—Series II 0.80 0.25 0.07 1.12 N/A 1.12 

Existing Fund: 

• DWS Large Cap Value VIP–Series II, Class B ............................... 0.75 0.25 0.21 1.21 N/A 1.21 

Replacement Fund: 

• JHT Quantitative Value Trust—Series II ............................................. 0.70 0.25 0.06 1.01 N/A 1.01 

Existing Fund: 

• DWS Davis Venture Value VIP–

Series II, Class B .......................... 0.94 0.25 0.22 1.41 0.16 1.25 

Replacement Fund: 

• JHT Fundamental Value Trust—

Series II ......................................... 0.77 0.25 0.05 1.07 N/A 1.07 

Existing Funds: 

• DWS Dreman Small Cap Value—

Series II, Class B .......................... 0.75 0.25 0.19 1.19 N/A 1.19 

• DWS Small Cap Growth VIP—Series II, Class B ............................... 0.65 0.25 0.22 1.12 0.03 1.09 

Replacement Fund: 

• JHT Small Cap Index Trust—Series II ............................................. 0.49 0.25 0.04 0.78 N/A 0.78 

Existing Funds: 

• Alger American Balanced Portfolio—Class S ................................ 0.75 0.25 0.06 1.06 N/A 1.06 

• DWS Balanced VIP—Series II, 

Class B .......................................... 0.45 0.25 0.21 0.91 0.02 0.89 

Replacement Fund: 

• JHT Index Allocation Trust—Series II ............................................. 0.05 0.25 0.50 0.80 N/A 0.80 

Existing Fund: 

• DWS RREEF Real Estate Securities VIP—Class B .......................... 0.90 0.25 0.68 1.83 0.33 1.50 

Replacement Fund: 

• JHT Real Estate Securities 

Trust—Series II ............................. 0.70 0.25 0.06 1.01 N/A 1.01 

Existing Fund: 

• DWS International VIP Series I, 

Class B .......................................... 0.86 0.25 0.30 1.41 0.04 1.37 

Replacement Fund: 

• JHT International Value Trust Series II ............................................. 0.82 0.25 0.19 1.26 N/A 1.26 

Existing Funds: 

• DWS Global Thematic VIP Series 

II, Class B ...................................... 1.00 0.25 0.54 1.79 0.35 1.44 

• DWS Global Opportunities VIP—

Series I, Class B ........................... 0.98 0.25 0.31 1.54 0.30 1.24 

Replacement Fund: 


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Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 13835 

Management 

fees 

(percent) 

Distribution 

(12b–1) fees 

(percent) 

Other 

expenses 

(percent) 

Total annual 

expenses 

(percent) 

Expense 

waivers 

(percent) 

Net annual 

expenses 

(percent) 

• JHT Global Trust—Series II .......... 0.82 0.25 0.16 1.23 N/A 1.23 

Existing Fund: 

• DWS Bond VIP—Series I, Class B 0.48 0.25 0.31 1.04 N/A 1.04 

Replacement Fund: 

• JHT Bond Index Trust—Series II .. 0.47 0.25 0.05 0.77 N/A 0.77 

Existing Funds: 

• DWS High Income—Series II, 

Class B .......................................... 0.60 0.25 0.25 1.10 N/A 1.10 

• DWS Strategic Income—Series II, 

Class B .......................................... 0.65 0.25 0.35 1.25 0.051 1.199 

Replacement Fund: 

• JHT Active Bond Trust—Series II 0.60 0.25 0.07 0.92 N/A 0.92 

Existing Fund: 

• DWS Core Fixed Income VIP—

Series II, Class B .......................... 0.60 0.25 0.22 1.07 N/A 1.07 

Replacement Fund: 

• JHT Investment Quality Bond 

Trust—Series II ............................. 0.60 0.25 0.09 0.94 N/A 0.94 

Existing Fund: 

• DWS Growth Allocation VIP—Series II, Class B ............................... 0.15 0.25 0.94 1.34 N/A 1.34 

Replacement Fund: 

• JHT Lifestyle Growth Trust—Series II ............................................. 0.05 0.25 0.89 1.19 N/A 1.19 

Existing Fund: 

• DWS Moderate Allocation VIP—

Series II, Class B .......................... 0.15 0.25 0.91 1.31 N/A 1.31 

Replacement Fund: 

• JHT Lifestyle Balanced Trust—Series II ............................................. 0.05 0.25 0.86 1.16 N/A 1.16 

Existing Fund: 

• DWS Conservative Allocation 

VIP—Series II, Class B ................. 0.15 0.25 1.20 1.60 N/A 1.60 

Replacement Fund: 

• JHT Lifestyle Moderate Trust—Series II ............................................. 0.05 0.25 0.81 1.11 N/A 1.11 

Existing Fund: 

• Dreyfus MidCap Stock Portfolio—

Service Class ................................ 0.75 0.25 0.04 1.04 N/A 1.04 

Replacement Fund: 

• JHT MidCap Index Trust—Series 

II .................................................... 0.49 0.25 0.04 0.78 N/A 0.78 

Existing Funds: 

• DWS Mid Cap Growth VIP—Series II, Class B ............................... 0.75 0.25 0.40 1.40 0.092 1.308 

• DWS Turner Mid Cap Growth 

VIP—Series II, Class B ................. 0.80 0.25 0.31 1.36 0.023 1.337 

Replacement Fund: 

• JHT Quantitative Mid Cap Trust—

Series II ......................................... 0.74 0.25 0.10 1.09 N/A 1.09 

Existing Funds: 

• DWS Capital Growth VIP—Series 

I, Class B ....................................... 0.45 0.25 0.19 0.89 0.03 0.86 

• DWS Growth and Income VIP—

Series I, Class B ........................... 0.47 0.25 0.24 0.96 0.07 0.89 

Replacement Fund: 

• JHT 500 Index Trust B .................. 0.47 0.00 0.03 0.50 0.25 0.25 

Existing Funds: 

• DWS International Select Equity 

VIP—Series II, Class B ................. 0.75 0.25 0.26 1.26 N/A 1.26 

• Credit Suisse Trust Emerging 

Markets Portfolio ........................... 1.25 0.00 0.40 1.65 N/A 1.65 

• Credit Suisse Trust Global Small 

Cap Portfolio ................................. 1.25 0.00 0.34 1.59 N/A 1.59 

Replacement Fund: 

• JHT International Equity Index 

Trust B ........................................... 0.55 0.00 0.04 0.59 0.25 0.34 

Existing Funds: 

• DWS Government & Agency Securities VIP—Series II, Class B .... 0.55 0.25 0.22 1.02 N/A 1.02 

• DWS Money Market VIP—Series 

II, Class B ...................................... 0.46 0.25 0.18 0.89 N/A 0.89 


sroberts on PROD1PC70 with NOTICES
13836 Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 

Management 

fees 

(percent) 

Distribution 

(12b–1) fees 

(percent) 

Other 

expenses 

(percent) 

Total annual 

expenses 

(percent) 

Expense 

waivers 

(percent) 

Net annual 

expenses 

(percent) 

Replacement Fund: 

• JHT Money Market Trust B ........... 0.49 0.00 0.04 0.53 0.25 0.28 

48. The substitutions are expected to 

provide significant benefits to Contract 

owners, including improved selection of 

portfolio managers and simplification of 

fund offerings through the elimination 

of overlapping offerings. The Applicants 

believe that the subadvisers to the 

Replacement Funds overall are better 

positioned to provide consistent aboveaverage performance for their Funds 

than are the advisers or sub-advisers of 

the Existing Funds. At the same time, 

Contract owners will continue to be able 

to select among a large number of funds, 

with a full range of investment 

objectives, investment strategies, and 

managers. 

49. The substitutions, each of which 

replaces outside funds with funds for 

which JHIMS acts as investment 

adviser, will permit JHIMS, under a 

Multi-Manager Order to hire, monitor 

and replace sub-advisers as necessary to 

seek optimal performance and to ensure 

a consistent investment style. JHT has 

been subject to the Multi-Manager Order 

since 2000. 

50. In addition, Contract owners with 

Subaccount balances invested in shares 

of the Replacement Funds will, in every 

case, have lower total expense ratios 

than they currently have in the Existing 

Funds. In each case, the Total Expenses 

of the Replacement Funds (even without 

applicable fee waivers) are lower than 

those of the Existing Funds with their 

fee waivers. For Contract owners with 

account balances in funds involved in 

the substitutions, the substitutions are 

therefore expected to result in decreased 

expense ratios. Moreover, there will be 

no increase in Contract fees and 

expenses, including mortality and 

expense risk fees and administration 

and distribution fees charged to the 

Separate Accounts as a result of the 

substitutions. The Applicants believe 

that the Replacement Funds have 

investment objectives, policies and risk 

profiles, as described herein, that are 

either substantially the same as, or 

sufficiently similar to, the 

corresponding Existing Funds to make 

those Replacement Funds appropriate 

candidates as substitutes. The Insurance 

Companies considered the performance 

history of the Existing Funds and the 

Replacement Funds and determined 

that Contract owners would not be 

materially adversely affected as a result 

of the substitutions. 

51. Applicants represent that relieving 

the Separate Accounts of the 

administrative burdens of interfacing 

with several unaffiliated investment 

company complexes is expected to 

simplify compliance, accounting and 

auditing and, generally, to allow the 

Insurance Companies to administer the 

Contracts more efficiently. 

52. In addition, as a result of the 

substitutions, neither JHIMS nor any of 

its affiliates will receive increased 

amounts of compensation from the 

charges to the Separate Accounts related 

to the Contracts or from Rule 12b–1 fees 

or revenue sharing currently received 

from the investment advisers or 

distributors of the Existing Funds. 

Applicants’ Legal Analysis and 

Conditions 

1. The prospectuses by which the 

Contracts are offered state that the 

Insurance Companies have, subject to 

the requirements of the Act, the right to 

substitute the shares of any underlying 

registered investment company held by 

the Separate Accounts with shares of 

another registered investment company. 

2. The Contracts expressly reserve to 

the applicable Insurance Company the 

right, subject to compliance with 

applicable law, to substitute shares of 

another investment company for shares 

of an investment company held by a 

sub-account of the Separate Accounts. 

The prospectuses for the Contracts and 

the Separate Accounts contain 

appropriate disclosure of this right. 

3. With respect to each proposed 

substitution, Contract owners with 

balances invested in the Replacement 

Fund will have a lower expense ratio in 

all cases. 

4. The proposed Replacement Fund 

for each Existing Fund has an 

investment objective that is at least 

substantially similar to that of the 

Existing Fund. Moreover, the principal 

investment policies of the Replacement 

Funds are similar to those of the 

corresponding Existing Funds. 

5. By a supplement to the 

prospectuses for the Contracts and the 

Separate Accounts, each Insurance 

Company has notified all owners of the 

Contracts of its intention to take the 

necessary actions, including seeking the 

order requested by this application, to 

substitute shares of the funds as 

described herein. The supplement 

advises Contract owners that from the 

date of the supplement until the date of 

the proposed substitution, owners may 

make transfers of Contract value (or 

annuity unit exchange) out of the 

Existing Fund Subaccount to another 

Subaccount permitted under their 

respective Contracts without the transfer 

(or exchange) being treated as one of a 

limited number of permitted transfers 

(or exchanges) or a limited number of 

transfers (or exchanges) permitted 

without a transfer charge. The 

supplement also informs Contract 

owners that the Insurance Company will 

not exercise any rights reserved under 

any Contract to impose additional 

restrictions on transfers until at least 30 

days after the proposed substitutions, 

except that the Insurance Companies 

may impose restrictions on transfers to 

prevent or limit ‘‘market timing’’

activities by Contract owners or agents 

of Contract owners. The supplement 

also advises Contract owners that for at 

least 30 days following the proposed 

substitutions, the Insurance Companies 

will allow Contract owners affected by 

the substitutions to make transfers of 

Contract value (or annuity unit 

exchange) out of the Replacement Fund 

Subaccount to another Subaccount 

permitted under their respective 

Contracts without the transfer (or 

exchange) being treated as one of a 

limited number of permitted transfers 

(or exchanges) or a limited number of 

transfers (or exchanges) permitted 

without a transfer charge. 

6. The proposed substitutions will 

take place at relative net asset value in 

conformity with the requirements of 

Section 22(c) of the Act and Rule 

22c–1 thereunder with no change in the 

amount of any Contract owner’s 

Contract value, cash value, or death 

benefit or in the dollar value of his or 

her investment in the Separate 

Accounts. 

7. It is expected that the substitutions 

will be effected by redeeming shares of 

an Existing Fund for cash and using the 

cash to purchase shares of the 

Replacement Fund. 

8. Contract owners will not incur any 

fees or charges as a result of the 

proposed substitutions, nor will their 

rights or an Insurance Company’s 

obligations under the Contracts be 

altered in any way. The substitutions 

will not alter in any way the annuity or 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 13837 

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

2 17 CFR 240.19b–4. 

other insurance benefits held by 

Contract owners of the Contracts. All 

expenses incurred in connection with 

the proposed substitutions, including 

brokerage, legal, accounting, and other 

fees and expenses, will be paid by the 

Insurance Companies. In addition, the 

proposed substitutions will not impose 

any tax liability on Contract owners. 

The proposed substitutions will not 

cause the Contract fees and charges 

currently being paid by existing 

Contract owners to be greater after the 

proposed substitutions than before the 

proposed substitutions. No fees will be 

charged on the transfers made at the 

time of the proposed substitutions 

because the proposed substitutions will 

not be treated as a transfer for the 

purpose of assessing transfer charges or 

for determining the number of 

remaining permissible transfers in a 

Contract year. 

9. In addition to the prospectus 

supplements distributed to owners of 

Contracts, within five business days 

after the proposed substitutions, 

Contract owners will be sent a written 

notice informing them that the 

substitutions were carried out and that 

they may transfer all Contract value or 

cash value under a Contract invested in 

any one of the Subaccounts on the date 

of the notice to another Subaccount 

available under their Contract at no cost 

and without regard to the usual limit on 

the frequency of transfers from the 

variable account options to the fixed 

account options. The notice will also 

reiterate that (other than with respect to 

‘‘market timing’’ activity) the Insurance 

Company will not exercise any rights 

reserved by it under the Contracts to 

impose additional restrictions on 

transfers or to impose any charges on 

transfers until at least 30 days after the 

proposed substitutions. The Insurance 

Companies will also send each Contract 

owner current prospectuses for the 

Replacement Funds involved. 

10. Each Insurance Company may also 

seek approval of the proposed 

substitutions from any state insurance 

regulators whose approval may be 

necessary or appropriate. 

11. For a two year period following 

the date of the Substitutions, the 

Applicants agree that the total operating 

expenses of each Replacement Fund 

(taking into account any expense waiver 

or reimbursement) will not exceed on an 

annualized basis the net expense level 

of the corresponding Existing Fund for 

the 2005 fiscal year. 

12. The Applicants agree that the 

Insurance Companies will not increase 

total separate account charges (net of 

any reimbursements or waivers) for any 

outstanding Contracts involved in the 

proposed substitution on the date of the 

substitutions for a period of two years 

from the date of the substitutions. 

Applicants and the Insurance 

Companies may, however, offer 

additional benefits through one or more 

Benefit Riders to owners of such 

Contracts during such two year period 

and impose additional separate account 

charges related to the purchase of any 

such additional benefits. 

13. Applicants represent that none of 

the Replacement Funds was established 

for the purpose of effecting the 

substitutions. 

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. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5315 Filed 3–22–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold the following 

meeting during the week of March 26, 

2007: 

A Closed Meeting will be held on 

Wednesday, March 28, 2007 at 2 p.m. 

Commissioners, Counsels to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters may also be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c) (5), (7), 9(B) and (10) and 

17 CFR 200.402(a) (5), (7), 9(ii) and (10) 

permit consideration of the scheduled 

matters at the Closed Meeting. 

Commissioner Nazareth, as duty 

officer, voted to consider the items 

listed for the closed meeting in a closed 

session. 

The subject matter of the Closed 

Meeting scheduled for Wednesday, 

March 28, 2007 will be: 

Formal orders of investigation; 

Institution and settlement of injunctive 

actions; 

Institution and settlement of 

administrative proceedings of an 

enforcement nature; 

Resolution of litigation claims; and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: March 21, 2007. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5429 Filed 3–22–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55486; File No. SR–BSE–

2007–12] 

Self-Regulatory Organizations; Boston 

Stock Exchange, Inc.; Notice of Filing 

and Order Granting Accelerated 

Approval of Proposed Rule Change To 

Apply Non-BeX Executed Trade Fee 

Retroactively 

March 16, 2007. 

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 March 2, 

2007, the Boston Stock Exchange, Inc. 

(‘‘BSE’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been 

substantially prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons and to approve the proposed 

rule change on an accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The BSE proposes to make SR–BSE–

2007–11, a rule filing amending the 

Boston Equities Exchange (‘‘BeX’’) fee 

schedule to include a transaction fee to 

be charged to BSE Members who request 

a BeX Purchase & Sale Blotter reflecting 

the transaction information related to 

the execution of a single order, part of 


sroberts on PROD1PC70 with NOTICES