41104 Federal Register / Vol. 62, No. 147 / Thursday, July 31, 1997 / Notices

be considered in future revisions to the

document. Written comments may be

submitted to Chief, Rules Review and

Directives Branch, Division of Freedom

of Information and Publication Services,

U.S. Nuclear Regulatory Commission,

Washington, DC 20555–0001.

The SRP Chapter 7, Revision 4 will be

accessible indefinitely from the NRC

Homepage on the World Wide Web—

URL: http://www.nrc.gov under the

‘‘Nuclear Reactors’’ menu options by

selecting ‘‘Standard Review Plan

Chapter 7, Instrumentation and

Controls,’’ beginning September 1997.

Specific guidance is provided on-line to

guide the user on the various options

available for reading, commenting on,

and downloading the document.

Chapter 7 of the SRP is available for

inspection and copying at the NRC

Public Document Room, 2120 L Street

NW (Lower Level), Washington, DC

20555.

A limited number of copies of SRP

Chapter 7 in the printed form on paper

are available free, to the extent of

supply, upon written request to the

Office of Administration, Distribution

Section, U.S. Nuclear Regulatory

Commission, Washington, DC 20555–

0001, or by fax at (301) 415–2260.

Dated at Rockville, Maryland, this 22nd

day of July, 1997.

For the Nuclear Regulatory Commission.

Jared Wermiel,

Chief, Instrumentation and Controls Branch,

Division of Reactor Controls and Human

Factors, Office of Nuclear Reactor Regulation.

[FR Doc. 97–20040 Filed 7–30–97; 8:45 am]

BILLING CODE 7590–01–P

RAILROAD RETIREMENT BOARD

Proposed Collection; Comment

Request

SUMMARY: In accordance with the

requirement of Section 3506 (c)(2)(A) of

the Paperwork Reduction Act of 1995

which provides opportunity for public

comment on new or revised data

collecitons, the Railroad Retirement

Board (RRB) will publish periodic

summaries of proposed data collections.

Comments are invited on: (a) Whether

the proposed information collection is

necessary for the proper performance of

the functions of the agency, including

whether the information has practical

utility; (b) the accuracy of the RRB’s

estimate of the burden of the collection

of the information; (c) ways to enhance

the quality, utility, and clarity of the

information to be collected; and (d)

ways to minimize the burden related to

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: Application to Act as

Representative Payee; OMB 3220–0052.

Under Section 12 of the Railroad

Retirement Act, the Railroad Retirement

Board (RRB) may pay benefits to a

representative payee when an employee,

spouse or survivor annuitant is

incompetent or is a minor. A

representative payee may be a courtappointed guardian, a statutory

conservator or an individual selected by

the RRB. The producers pertaining to

the appointment and responsibilities of

a representative payee are prescribed in

20 CFR part 266.

The forms furnished by the RRB to

apply for representative payee status,

and for securing the information needed

to support the application follow. RRB

Form AA–5, Application for

Substitution of Payee, obtains

information needed to determine the

selection of a representative payee who

will serve in the best interest of the

beneficiary. RRB Form G–478,

Statement Regarding Patient’s

Capability to Manage Payments, obtains

information about an annuitant’s

capability to manage payments. The

form is completed by the annuitant’s

personal physician or by a medical

officer, if the annuitant is in an

institution. It is not required when a

court has appointed an individual or

institution to manage the annuitant’s

funds or, in the absence of such

appointment, when the annuitant is a

minor.

Completion is voluntary. One

response is requested of reach

respondent. The RRB is proposing

minor editorial changes to Forms AA–

5 and G–478 to incorporate language

required by the Paperwork Reduction

Act of 1995. No other changes are

proposed. The estimated completion

time(s) is estimated at 17 minutes for

Form AA–5 and 6 minutes for Form G–

478. The RRB estimates that

approximately 3,000 Form AA–5’s and

2,000 Form G–478’s are completed

annually.

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.

Comments regarding the information

collection should be addressed to

Ronald J. Hodapp, Railroad Retirement

Board, 844 North Rush Street, Chicago,

Illinois 60611–2092. Written comments

should be received within 60 days of

this notice.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 97–20205 Filed 7–30–97; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–22765; File No. 812–10722]

Aetna Life Insurance and Annuity

Company, et al.

July 25, 1997.

AGENCY: Securities and Exchange

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

ACTION: Notice of application for

exemptions under the Investment

Company Act of 1940 (‘‘1940 Act’’).

APPLICANTS: Aetna Life Insurance and

Annuity Company (‘‘Aetna Annuity’’)

and its Variable Annuity Account B.

Variable Annuity Account C, and

Variable Life Account B; and Aetna

Insurance Company of America (‘‘Aetna

of America’’ and collectively with Aetna

Annuity, ‘‘Aetna’’) and its Variable

Annuity Account I.

RELEVANT 1940 ACT SECTIONS: Orders

requested pursuant to Sections 26(b)

and 17(b) of the 1940 Act.

SUMMARY OF APPLICATION: Applicants

seek an order pursuant to Section 26(b)

of the 1940 Act, approving the

substitution of shares of certain

unaffiliated registered management

investment companies (‘‘Replaced

Funds’’) with shares of certain Aetnaadvised, registered management

investment companies (‘‘Substitute

Funds’’). Applicants also seek an order,

pursuant to Section 17(b) of the 1940

Act, granting exemptions from Section

17(a) to permit Applicants to carry out

the above-referenced substitutions in

part by redeeming shares of the

Replaced Funds in-kind, and using the

redemption proceeds to purchase shares

of the Substitute Funds, and to permit

Applicants to combine certain

subaccounts holding shares of the same

Substitute Fund after the substitutions.

FILING DATE: The application was filed

on July 18, 1997, and amended and

restated on July 24, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be
Federal Register / Vol. 62, No. 147 / Thursday, July 31, 1997 / Notices 41105

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 should be

received by the Commission by 5:30

p.m. on August 19, 1997, 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 Secretary of the

Commission.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 fifth Street,

N.W., Washington, DC 20549.

Applicants, c/o Julie Rockmore, Esquire,

Aetna Life Insurance and Annuity

Company, 151 Farmington Avenue,

RE4A, Hartford, CT 06156.

FOR FURTHER INFORMATION CONTACT:

Megan L. Dunphy, Attorney, or Mark

Amorosi, Branch Chief, Office of

Insurance Products, Division of

Investment Management, at (202) 942–

0670.

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. Aetna Annuity, a stock life

insurance company incorporated in

Connecticut, is authorized to issue life

insurance and annuities in the District

of Columbia, Guam, Puerto Rico, the

Virgin Islands and all states of the

United States. Aetna Annuity is an

indirect subsidiary of Aetna Inc., which

is a holding company with shares traded

on the New York Stock Exchange.

2. Aetna of America, a stock life

insurance company incorporated in

Connecticut, is authorized to do

business in the District of Columbia and

all states of the United States except

New York and North Carolina. Aetna of

America is a wholly-owned subsidiary

of Aetna Annuity.

3. Aetna Annuity’s Variable Annuity

Account B, Variable Annuity Account C

and Variable Life Account B and Aetna

of America’s Variable Annuity Account

I (collectively, the ‘‘Separate Accounts’’)

are separate accounts established by

Aetna pursuant to the insurance laws of

Connecticut and are registered under

the 1940 Act as unit investment trusts.

The assets of each Separate Account

support either variable Annuity

contracts or variable life insurance

policies issued by Aetna (‘‘Products’’).

Interests in each of the Separate

Accounts offered through such Products

are registered under the Securities Act

of 1933 (‘‘1933 Act’’).

4. The variable annuity contracts and

variable life policies are structured to

allow the accumulation of assets to fund

benefits payable under the Products

(annuity payments or life insurance

proceeds). The assets accumulate in

variable or fixed investment options.

The variable investment options are

registered management investment

companies or separate series of those

companies (‘‘Funds’’). Contributions

allocated to a given Fund through a

Product are used to buy shares of that

Fund. The shares of each Fund are held

in a separate subaccount of a Separate

Account.

5. Most of Aetna’s variable annuity

contracts are issued as group contracts

where the owner of the contract is the

employer, sponsor or trustee

(‘‘Sponsor’’) of a group retirement plan.

Members of the group (‘‘Participants’’)

acquire an interest in the contract and

have certain rights as determined by the

group contract or the retirement plan.

The remaining contracts are issued to or

on behalf of individuals. All contracts

allow the owners (including Sponsors)

of the Product (‘‘Customers’’) or in the

case of group contracts or policies,

Participants, to allocate payments

among the variable and fixed

investment options available under the

contract.

6. Variable life policies issued by

Aetna Annuity include individual

variable life, second to die, corporate

variable universal life and group

variable life policies. Premium

payments under the policies accumulate

in variable and fixed investment options

in the same manner as for variable

annuity contracts. Accumulated

amounts are used to fund death benefits

and withdrawals payable under the

policies.

7. There are currently 53 different

Funds offered as variable investment

options under the various Products, of

which 11 have Aetna Annuity as the

investment adviser and its affiliate,

Aeltus Investment Management, Inc., as

the subadviser (‘‘Aetna Funds’’). The

Funds are registered as management

investment companies under the 1940

Act and the shares of each Fund are

registered under the 1933 Act.

8. Aetna is organizing a new

management investment company,

Portfolio Partners, Inc. (‘‘Portfolio

Partners’’), which will be authorized to

issue shares in series (‘‘Portfolios’’),

each having its own investment

objectives and policies and its own

assets. Aetna will serve as the

investment adviser of Portfolio Partners

and has contracted with unaffiliated

third parties to manage the assets of

each series of Portfolio Partners as

subadviser.

9. Applicants propose to substitute

shares of the Substitute Funds, five

Portfolios and two Aetna Funds, for

shares of the Replaced Funds, eleven

unaffiliated Funds (see Table 1).

TABLE 1.—FUNDS TO BE REPLACED

Replaced fund Substitute fund

1. Scudder Variable Life Investment Fund—International Portfolio

(Class A Shares).

Portfolio Partners Scudder International Growth Portfolio.

2. MSF Emerging Growth Series ............................................................. Portfolio Partners MFS Emerging Equities Portfolio.

3. MFS Research Series .......................................................................... Portfolio Partners MFS Research Growth Portfolio.

4. MFS Value Series ................................................................................ Portfolio Partners MFS Value Equity Portfolio.

5. American Century VP Capital Appreciation (Formerly TCI Growth) .... Portfolio Partners MFS Research Growth Portfolio.

6. Alger American Small Capitalization Portfolio ...................................... Portfolio Partners MFS Emerging Equities Portfolio.

7. Alger American MidCap Growth Portfolio ............................................ Portfolio Partners T. Rowe Price Growth Equity Portfolio.

8. Alger American Growth Portfolio .......................................................... Portfolio Partners T. Rowe Price Growth Equity Portfolio.

9. Neuberger & Berman AMT Growth Portfolio ....................................... Portfolio Partners MFS Value Equity Portfolio.

10. Janus Aspen Short-Term Bond Portfolio ........................................... Aetna Variable Encore Fund (money market).

11. Franklin Government Securities Trust ................................................ Aetna Income Shares (bond).
41106 Federal Register / Vol. 62, No. 147 / Thursday, July 31, 1997 / Notices

10. Applicants represent that the

Substitute Funds have investment

objectives the same as, similar to, or

consistent with the objectives of the

Replaced Funds. For each of the

substitutions numbered 1–4 in Table 1

above, the Replaced Fund and

Substitute Fund are ‘‘clone’’ funds of

the same retail fund and have the same

investment objectives, and the

investment adviser of the Replaced

Fund will continue to provide

investment advice to the Substitute

Fund as a sub-adviser to the Fund.

For each of the Substitutions

numbered 5–9 in Table 1 above,

Applicants state that the investment

objectives of the Replaced Fund and

Substitute Fund involved are not the

same, but are substantially similar. For

each substitution, Applicants have

concluded that, the investment

objectives of the Substitute Funds are

sufficiently similar to those of the

Replace Funds so that the investment

objectives of Customers and Participants

can be met.

In the substitutions numbered 10 and

11 in Table 1 above, Applicants state

that the investment objectives of the two

funds, although different, are generally

consistent. For each substitution,

Applicants have concluded that the

investment objectives are sufficiently

consistent with those of the Replace

Funds so that the essential investment

objectives of Customers and Participants

can be met.

11. Applicants state that the proposed

substitutions are part of an overall

business plan of Aetna to make its

Products more competitive and thus

more attractive to Customers and more

efficient to administer and oversee.

Applicants represent that the proposed

substitutions and related transactions

will be in the best interest of Customers

and Participants in that they will (i)

continue to provide the benefits of third

party asset management while

increasing Aetna’s ability to control the

expenses associated with the

management and administration of the

Funds; (ii) replace Funds with higher

than average volatility, performance

inconsistency and/or below average

performance; (iii) replace funds with

insufficient assets to remain cost

effective, and (iv) reduce costs and the

potential for conflicts.

12. The prospectuses for each of the

registration statements affected by the

proposed substitution will be amended

to describe the Substitute Funds,

identify which Funds are being replaced

and disclose the impact of the

Substitutions on Fund fees and

expenses. The amendments will be

distributed to all Customers and

Participants.

13. Aetna will file with the

Commission a new registration

statement on Form N–1A, registering

Portfolio Partners under the 1940 Act

and registering shares in each Portfolio

under the 1933 Act. Applicants state

that copies of the Portfolio prospectuses

will be distributed to Customers and

Participants. Alternatively, Applicants

may send summaries (Summaries) of the

Portfolio prospectuses to Participants

describing the material features of each

Portfolio, including its investment

objective and policies, risks, investment

adviser, and to the extent applicable,

past performance and a comparison of

that performance to an appropriate

index. The Summaries also will advise

Participants that before they make any

decision to transfer assets, they are

entitled to review the Substitute Fund

prospectuses and amendments to the

prospectuses for their Products, and

include instructions on how to obtain

free copies.

14. Applicants state that the

prospectuses for the Portfolios and

amendments to the Product

prospectuses will be accompanied by

notices to all Customers and

Participants advising them of the

substitutions. The notice will be sent to

all Customers and Participants at least

60 days prior to the date the

substitutions (‘‘Substitution Date’’) will

take place and will describe the

Portfolios and their sub-advisers, the

funds affected by the substitutions, the

reasons for engaging in the

substitutions, and the material terms

and conditions of the substitutions. The

notice also will advise Customers and

Participants that they can transfer assets

from any Replaced or Substitute Fund to

any other funding options available

under their Product, without charge and

without limitation on the number of

transfers from the date of the notice

through a date at least 30 days following

the date of the substitution, or withdraw

assets from the Products subject to

applicable deferred sales charges.

Customers and Participants who had

assets in Replaced Funds will be sent

confirmation of the substitutions within

five days following the Substitution

Date confirming that the substitutions

have been completed.

15. Applicants represent that the

proposed substitutions will be effected

by redeeming shares of the Replaced

Funds on the Substitution Date at net

asset value and using the proceeds to

purchase shares of the Substitute Funds

at net asset value on the same date. No

transfer or similar charges will be

imposed by Aetna and, at all times, all

contract and policy values will remain

unchanged and fully invested.

16. The use of in-kind redemptions

and contributions will be done in a

manner consistent with the investment

objectives and policies and

diversification requirements of the

applicable Substitute Fund, and Aetna

Annuity and each Substitute Fund’s

subadviser will review the in-kind

redemptions to assure that the assets

proposed are suitable for the Substitute

Fund. The assets subject to in-kind

redemption and purchase will be valued

based on the normal valuation

procedures of the redeeming and

purchasing Funds. Applicants state that

any inconsistencies in valuation

procedures between the Replaced Fund

and the Substitute Fund will be

reconciled so that the redeeming and

purchasing values are the same.

17. Applicants state that after the

substitutions have been completed, in

several instances, there will be two or

more subaccounts of the same Separate

Account holding shares of the same

Substitute Fund. In any such instance,

Applicants intend to combine those two

subaccounts into a single subaccount by

transferring shares from one subaccount

to the other. The transfers will be done

at net asset value on the same date so

that there is no financial impact to any

Customer or Participant.

Terms and Conditions of the

Transactions

1. Terms

The significant terms of the

substitutions described in the

application include:

a. The Substitute Funds have

objectives, policies and restrictions

sufficiently similar to the objectives of

the Replaced Funds so that the

Customers’ and Participants’ objectives

will continue to be met.

b. Aetna will waive its fees and/or

reimburse the Portfolios’ expenses so

that through April 30, 1999, the fees and

expenses of the Portfolios will not

exceed the fees and expenses set forth

for those Funds in the application,

which in all cases are less than those of

the Replaced Funds. Aetna anticipates

that after April 30, 1999, the fees and

expenses of the Portfolios will continue

to be less than or equal to those

currently charged by the applicable

Replaced Funds, assuming that the asset

levels of the Portfolios do not decrease

significantly.

c. Customers may transfer assets from

the Replaced or Substitute Funds to any

other Fund available under their

Product without any charge from the
Federal Register / Vol. 62, No. 147 / Thursday, July 31, 1997 / Notices 41107

date of notice through a date at least 30

days following the Substitution Date.

d. The substitutions, in all cases, will

be effected at the net asset value of the

respective shares in conformity with

Section 22(c) of the 1940 Act and Rule

22c–1 thereunder, without the

imposition of any transfer or similar

charge by Aetna.

e. The substitution will take place at

relative net asset value with no change

in the amount of any Customer’s or

Participant’s contract or policy value or

in the dollar value of his or her

investment in such contract or policy.

Customers and participants will not

incur any fees or charges as a result of

the proposed substitutions, nor will

their rights or Aetna’s obligations under

the contracts be altered in any way. All

expenses incurred in connection with

the proposed substitutions, including

legal, accounting and other fees and

expenses, will be paid by Aetna. The

proposed substitutions will not cause

the contract fees and charges currently

being paid by existing Customers and

Participants to be greater after the

proposed substitutions than before the

proposed substitutions.

f. Redemptions in-kind will be done

in a manner consistent with the

investment objectives and policies and

diversification requirements of the

applicable Substitute Fund and Aetna

Annuity and each Substitute Fund’s

subadviser will review the in-kind

redemptions to assure that the assets

proposed for the Fund are suitable for

the Substitute fund. Consistent with

Rule 17a–7(d) under the 1940 Act, no

brokerage commissions, fees (except

customary transfer fees) or other

remuneration will be paid in connection

with the in-kind transactions.

g. The substitutions will not be

counted as new Fund selections in

determining the limit on the total

number of Funds that Customers and

Participants can select during the life of

a Product.

h. The substitutions will not alter in

any way the annuity or life benefits, tax

benefits or any contractual obligations

of Aetna under the Products.

i. Customers and Participants may

withdraw amounts under the Products

or terminate their interest in a Product,

under the conditions that currently

exists, including payment of any

applicable deferred sales charge.

j. Customers and Participants affected

by the substitutions will be sent

confirmation of the substitutions within

five days following the Substitution

Date identifying each substitution made

on behalf of that Customer or

Participant.

2. Conditions

The substitutions described in the

application will not be completed

unless all of the following conditions

are met:

a. The Commission will have issued

an order approving the substitutions

under Section 26(b) of the 1940 Act.

b. The Commission will have issued

an order exempting the in-kind

redemptions and the combination of

subaccounts from the provisions of

section 17(a) of the 1940 Act as

necessary to carry out the substitutions

as described in the application.

c. The Commission will have declared

effective the amendments to the

registration statements for the Products

describing the substitutions.

d. The Commission will have

declared the registration statement for

Portfolio Partners and its Portfolios

effective.

e. Each Customer will have been sent

a copy of the effective prospectuses for

the Substitute Funds and the effective

amendments to the applicable Product

prospectus.

f. Aetna will have satisfied itself,

based on advice of counsel familiar with

insurance laws, that the contracts

involved in all the Products allow the

substitutions of Funds as described in

the application and that the transactions

can be consummated as described

herein under applicable insurance laws

and under the various contracts and

policies governing the Products.

g. Aetna will have complied with any

regulatory requirements it believes

necessary to complete the transactions

in each jurisdiction where the Products

are qualified for sale.

h. Aetna will have sent to Customers

and Participants at least 60 days prior to

the Substitution Date a notice,

describing the terms of the substitutions

and of Customers’ and Participant’s

rights in connection with them.

i. Participants will have been sent

amendments to the Product

prospectuses and either prospectuses for

the Portfolios or Summaries of them

with written instructions on how to

request a Portfolio prospectus, as

provided in the relief granted to Aetna

by the staff of the Commission. See

Aetna Life Insurance and Annuity

Company (pub. avail. Jan. 6, 1997).

Applicants’ Legal Analysis

1. Section 26(b) of the 1940 Act

provides, in pertinent part, that ‘‘[i]t

shall be 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

shall have approved such substitution.’’

Section 26(b) of the 1940 Act also

provides that the Commission shall

issue an order approving such

substitution if the evidence establishes

that the substitution is consistent with

the protection of investors and the

purposes fairly intended by the policies

and provisions of the 1940 Act.

2. Applicants request an order

pursuant to section 26(b) of the 1940

Act approving the substitutions and

related transactions. Applicants assert

that the purposes, terms, and conditions

of the proposed substitutions are

consistent with the protection of

investors and the purposes fairly

intended by the 1940 Act. Applicants

further assert that the proposed

substitutions will not result in the type

of costly forced redemption that section

26(b) was intended to guard against.

3. Section 17(a)(1) of the 1940 Act

prohibits any affiliated person, or an

affiliate of an affiliated person, of a

registered investment company, from

selling any security other property to

such registered investment company.

Section 17(a)(2) of the 1940 Act

prohibits any affiliated person from

purchasing any security or other

property from such registered

investment company.

4. Applicants state that redemptions

and purchases in-kind involve the

purchase of property from a registered

investment company and the sale of

property to a registered investment

company by Aetna, an affiliated person

of those investment companies.

Similarly, in instances where Aetna

combines two subaccounts into a single

subaccount holding shares of the same

Substitute Fund, the transfer of property

could be said to involve purchase and

sale transactions between the

subaccounts by an affiliated person of

each separate account.

5. Applicants request an order

pursuant to section 17(b) of the 1940

Act exempting the in-kind redemptions

and purchases and the combination of

certain subaccounts from the provisions

of Section 17(a). Section 17(b) of the

1940 Act provides that the Commission

may grant an order exempting a

proposed transaction from Section 17(a)

if evidence establishes that: (1) The

terms of the proposed transaction,

including the consideration to be paid

or received, are reasonable and fair and

do not involve overreaching on the part

of any person concerned; (2) the

proposed transaction is consistent with

the policy of each registered investment

company concerned; and (3) the

proposed transaction is consistent with

the general purposes of the 1940 Act.
41108 Federal Register / Vol. 62, No. 147 / Thursday, July 31, 1997 / Notices

6. Applicants represent that the terms

of the in-kind redemptions and

purchases are reasonable and fair and

do not involve overreaching on the part

of any person concerned and that the

interest of Customers and Participants

will not be diluted. The in-kind

redemptions and purchases will be done

at values consistent with the policies of

both the Replaced and Substitute Funds.

Both Aetna and the proposed subadviser

of the Substitute Funds will review all

the asset transfers to assure that the

assets meet the objectives of the

Substitute Fund and that they are

valued under the appropriate valuation

procedures of the Replace Funds and

the Substitute Fund. In-kind

redemptions and purchases will reduce

the brokerage costs that would

otherwise be incurred in connection

with the substitutions. The Applicants

represent that the transactions are

consistent with the policies of each

investment company involved and the

general purposes of the 1940 Act, and

comply with the requirements of section

17(b).

7. Applicants represent that the

combination of subaccounts is intended

to reduce administrative costs and

thereby benefit Customers with assets in

those subaccounts. The purchase and

sale transactions described in the

application will be effected based on the

net asset value of the Fund shares held

in the subaccounts and the value of the

units of the subaccount involved.

Therefore, there will be no change in

value to any Customer or Participant.

Conclusion

Applicants assert that, for the reasons

summarized above, the requested order

approving the substitution and related

transactions involving in-kind

redemptions and the combination of

certain separate account subaccounts

should be granted.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–20171 Filed 7–30–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22763; File No. 812–10398]

CUNA Mutual Life Insurance Company,

et al.

July 24, 1997.

AGENCY: Securities and Exchange

Commission (the ‘‘SEC’’ or

‘‘Commission’’).

ACTION: Notice of Application for

Exemptions under the Investment

Company Act of 1940 (the ‘‘1940 Act’’).

APPLICANTS: CUNA Mutual Life

Insurance Company (‘‘CUNA Mutual

Life’’), CUNA Mutual Life Variable

Account (‘‘Account’’), Ultra Series Fund

(‘‘Fund’’), CIMCO, Inc. (‘‘CIMCO’’),

CUNA Mutual Life Insurance Company

Pension Plan for Agents, CUNA Mutual

Life Insurance Company Pension Plan

for Home Office Employees, CUNA

Mutual Life Insurance Company 401(k)/

Thrift Plan for Agents, CUNA Mutual

Life Insurance Company 401(k)/Thrift

Plan for Home Office Employees, CUNA

Mutual Pension Plan, CUNA Mutual

Savings Plan and CUNA Mutual Thrift

Plan. (The seven plans shall be referred

to collectively as the ‘‘Plans.’’ CUNA

Mutual Life, the Account, the Fund,

CIMCO and the Plans shall be referred

to collectively as the ‘‘Applicants.’’)

RELEVANT 1940 ACT SECTIONS: Order

requested under section 6(c) of the 1940

Act for exemptions form sections 9(a),

13(a) and 15(b) of the 1940 Act, and

Rule 6e–3(T) thereunder; and an order

requested under section 17(b) of the

1940 Act for exemptions from section

17(a) of the 1940 Act.

SUMMARY OF APPLICATION: CUNA Mutual

Life, the Account and the Fund seek an

order exempting them and certain other

separate accounts established in the

future by CUNA Mutual Life, or any life

insurance company affiliate of CUNA

Mutual Life (‘‘future affiliated

accounts’’) and other separate accounts

established in the future by any other

life insurance company (‘‘future

unaffiliated accounts,’’and together with

the future affiliated accounts, the

‘‘future accounts’’), from the provisions

of sections 9(a), 13(a), 15(a) and 15(b) of

the 1940 Act, and Rule 6e–3(T)

thereunder, to the extent necessary to

permit the Account and the future

accounts to hold shares of the Fund at

the same time that the Fund offers its

shares to such future accounts, the Plans

or other qualified pension or retirement

plans (the ‘‘unaffiliated plans’’). In

addition, the Plans and CIMCO seek an

order exempting them from Section

17(a) of the 1940 Act to the extent

necessary to permit the Plans to

purchase certain classes of shares of the

Fund with investment securities of the

Plans.

FILING DATE: The application was filed

on October 15, 1996, and amended and

restated on May 9, 1997 and July 23,

1997.

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 on this application by writing

to the Secretary of the SEC 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 August 18, 1997, and

accompanied by proof of service on the

Applicants in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the interest, the reason for the request

and the issues contested. Persons may

request notification of the date of a

hearing by writing to the Secretary of

the SEC.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.

Applicants, Linda L. Lilledahl, Esq.,

Associate General Counsel, CUNA

Mutual Group, 5910 Mineral Point

Road, Madison, WI 53701–0391.

FOR FURTHER INFORMATION CONTACT:

Megan Dunphy, Attorney, or Mark

Amorosi, Branch Chief, Office of

Insurance Products, Division of

Investment Management, at (202) 942–

0670.

SUPPLEMENTARY INFORMATION: Following

is a summary of the application; the

complete application is available for a

fee from the Public Reference Branch of

the SEC.

Applications’ Representations

1. CUNA Mutual Life, former Century

Life of America, is principally engaged

in the offering of life insurance contracts

and is the depositor and sponsor of the

Account. On July 1, 1990, CUNA

Mutual Life entered into a permanent

affiliation with CUNA Mutual Insurance

Society (‘‘CUNA Mutual’’). All of the

directors of CUNA Mutual Life are also

directors of CUNA Mutual and many of

the senor executive officers of CUNA

Mutual Life hold similar positions with

CUNA Mutual. However, both

companies remain separate corporate

entities and their respective owners

retain their voting rights.

2. The Account, a separate account

registered under the 1940 Act as a unit

investment trust, was established on

August 16, 1993 to serve as a funding

vehicle to support variable life

insurance contracts issued by CUNA

Mutual Life. The Account is divided

into subaccounts and invests in shares

of open-end management investment

companies with one or more investment

portfolios or series, including the Fund.

3. The future accounts also would

need to rely on the exemptions

requested in the application. Any such

future accounts would be registered

under the 1940 Act as unit investment

trusts.