46784 Federal Register / Vol. 62, No. 171 / Thursday, September 4, 1997 / Notices

room located in the Russell Library, 123

Broad Street, Middletown, Connecticut

06457, and at the Commission Public

Document Room, 2120 L Street, NW.,

Washington, DC 20037.

The NRC will hold a public meeting

in the vicinity of the HNP within the

next 60 days. The NRC will publish a

notice in the Federal Register and in the

local media announcing the date, time,

and location of this meeting along with

a brief description of the purpose of the

meeting.

Comments regarding the PSDAR

should be submitted in writing to Mr.

Morton B. Fairtile, Mail Stop 011–B 20,

U.S. Nuclear Regulatory Commission,

Washington, DC 20555–0001 within 30

days after the date of this notice.

Dated at Rockville, Maryland, this 27th day

of August 1997.

For the Nuclear Regulatory Commission.

Seymour H. Weiss,

Director, Non-Power Reactors and

Decommissioning Project Directorate,

Division of Reactor Program Management,

Office of Nuclear Reactor Regulation.

[FR Doc. 97–23474 Filed 9–3–97; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–22802; File No. 812–10566]

Great-West Life & Annuity Insurance

Company, et al.

August 27, 1997.

AGENCY: The Securities and Exchange

Commission (‘‘Commission’’)

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (‘‘1940 Act’’).

APPLICANTS: Great-West Life & Annuity

Insurance Company (‘‘GWL&A’’),

Retirement Plan Series Account (the

‘‘Separate Account’’), Maxim Series

Fund, Inc. (‘‘Maxim’’) and One-Orchard

Equities, Inc. (‘‘Orchard’’).

RELEVANT 1940 ACT SECTIONS: Order

requested pursuant to sections 17(b) and

26(b).

SUMMARY OF APPLICATION: Applicants

request an order pursuant to section

26(b) of the 1940 Act approving a

proposed substitution of securities, and

pursuant to section 17(b) of the 1940

Act exempting related transactions from

section 17(a) of the 1940 Act.

FILING DATE: The application was filed

on March 12, 1997, and amended on

April 18, 1997, July 29, 1997 and

August 20, 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 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 September 17, 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,

NW., Washington, DC 20549.

Applicants, c/o Josephine Cicchetti,

Esq., Jorden Burt Berenson & Johnson,

LLP, 1025 Thomas Jefferson Street, NW.,

Suite 400 East, Washington, DC 20007–

0805.

FOR FURTHER INFORMATION CONTACT:

Ethan D. Corey, Senior Counsel or Kevin

M. Kirchoff, 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. GWL&A, a Colorado stock life

insurance company, does business in

the District of Columbia, Puerto Rico,

and in all states of the United States,

except New York.

2. GWL&A is wholly-owned by The

Great-West Life Assurance Company,

which is a subsidiary of Great-West

Lifeco Inc., an insurance holding

company. Great-West Lifeco Inc. is a

subsidiary of Power Financial

Corporation of Canada, which is

controlled by Power Corporation of

Canada.

3. The Separate Account, established

by GWL&A pursuant to Colorado law, is

registered with the Commission as a

unit investment trust. The Separate

Account acts as a funding vehicle for

certain individual flexible premium

deferred contracts (the ‘‘Contracts’’).

The Separate Account currently has

fifteen investment divisions, each of

which invest exclusively in one of the

corresponding portfolios of Maxim, an

open-end management investment

company.

4. Orchard, the principal underwriter

of the Contracts, is registered as a

broker-dealer pursuant to the Securities

Exchange Act of 1934, and is a member

of the National Association of Securities

Dealers, Inc.

5. The Contracts expressly reserve

GWL&A’s right, both on its own behalf

and on behalf of the Separate Account,

to eliminate investment divisions,

combine two or more investment

divisions, or substitute one or more

underlying funds for others in which its

investment divisions are invested.

6. GWL&A, on its own behalf and on

behalf of the Separate Account,

proposes to exercise its contractual right

to substitute shares of the Maxim Series

Fund Blue Chip Portfolio (‘‘Substituted

Portfolio’’) for respective shares of the

Maximum Series Fund Total Return

Portfolio (‘‘Eliminated Portfolio’’) (the

‘‘Substitution’’). Applicants believe the

Substitution will benefit the Contract

owners by eliminating a portfolio with

below average historical returns and

consolidating Contract owners

investments in the Substituted Portfolio,

which has investment objectives similar

to the Eliminated Portfolio.

7. The Substituted Portfolio has been

in existence since May 1, 1997, and

does not have a performance record.

However, the Substituted Portfolio has

the same investment objective and the

same investment strategy as the

Founders Blue Chip Portfolio, which

has consistently provided better total

returns than the Eliminated Portfolio. In

addition, the Substituted Portfolio is

sub-advised by the same portfolio

manager that advises the Founders Blue

Chip Portfolio.

8. Contract owners will be advised

that they can transfer their shares in the

Eliminated Portfolio to the remaining

portfolios of Maxim or leave their shares

in the Eliminated Portfolios until the

date of the Substitution. As of the date

of the Substitution, all Contract values

allocated to the Eliminated Portfolio

will be automatically reallocated to the

Substituted Portfolio. Maxim intends to

cease offering shares of the Eliminated

Portfolio after the date of the

Substitution. Contract owners can

always exercise their own judgment as

to the most appropriate alternative

investment and transfer their Contract

values from the Substituted Portfolio to

any one of the remaining thirteen

investment divisions. No sales load

deductions or transfer charges will be

assessed in connection with any

transfers among the portfolios because

of the Substitution or otherwise.

9. Applicants represent that the total

expenses of the Substituted Portfolio

will be 1.15% while the total expenses

of the Eliminated Portfolio are 0.60%.

Should Contract owners with current
Federal Register / Vol. 62, No. 171 / Thursday, September 4, 1997 / Notices 46785

allocations in the Eliminated Portfolio

determine that another investment is

more appropriate due to the change in

portfolio expenses, such Contract

owners can transfer their Contract value

to any of the remaining thirteen

investment divisions.

Applicants Legal Analysis And

Conditions

1. Section 26(b) of the 1940 Act

provides that it 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; and the Commission

shall issue an order approving such

substitution if the evidence establishes

that it is consistent with the protection

of investors and the purposes fairly

intended by the policies and provisions

of the 1940 Act. Section 26(b) protects

the expectation of investors that the unit

investment trust will accumulate shares

of a particular issuer and is intended to

insure that unnecessary or burdensome

sales loads, additional reinvestment

costs or other charges will not be

incurred due to unapproved

substitutions of securities.

2. Applicants request an order

pursuant to section 26(b) of the 1940

Act approving the Substitution.

Applicants represent that the purposes,

terms, and conditions of the

Substitution are consistent with section

26(b). Applicants believe the

Substitution will benefit the

participants by eliminating a portfolio

with below average historical returns

which, due to its small size, is difficult

to manage in compliance with

applicable diversification requirements.

Applicants represent that the

Eliminated Portfolio, when compared to

funds with similar objectives, has been

performing below average and Maxim

Series Fund, Inc. plans to cease offering

the Eliminated Portfolio. Its one, five

and since inception returns of 19.77%,

12.56%, and 10.15% respectively, have

been below average compared to similar

funds. GWL&A proposes to provide

Contract owners with an investment in

the Substituted Portfolio which has

similar investment objectives to the

Eliminated Portfolio. The Substitution

will effectively remove a poorly

performing portfolio from the Separate

Account while the similarity in

investment objectives provides a means

for Contract owners to continue their

current investment goals and risk

expectations.

3. Applicants represent that the

Substitution will be effected at net asset

value in conformity with sections 22(c)

and 22(g) of the 1940 Act and Rule 22c–

1 thereunder. The Substitution may be

effected primarily for cash, but also may

involve partial redemptions in-kind of

securities (‘‘Related Transactions’’). The

use of in-kind redemptions in

conformity with section 22(g) of the

1940 Act would alleviate the impact of

the brokerage fees and expenses upon

GWL&A or the investment adviser or

sub-adviser of the Substituted

Portfolios, as these entities will bear all

expenses related to the Substitution.

The Related Transactions will be

effected to the extent consistent with the

investment objectives and any

applicable diversification requirements.

4. Either GWL&A or the investment

adviser of the Substituted Portfolio will

assume the transfer and custodial

expenses and legal and accounting fees

incurred with respect to the

Substitution. Participants will not incur

any fees or charges as a result of the

transfer of account values from any

portfolio. Applicants represent that

there will be no increase in the Contract

or Separate Account fees and charges

after the Substitution. Applicants

further represent that the Substitution is

designed to avoid any adverse federal

tax impact to the Contract owners or

participants.

5. 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 or other property to

such registered investment company.

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

prohibits any affiliated person as

described above from purchasing any

security or other property from such

registered investment company.

6. Section 17(b) of the 1940 Act

authorizes the Commission to issue an

order exempting a proposed transaction

from section 17(a) if: (a) The terms of

the proposed transaction are fair and

reasonable and do not involve

overreaching on the part of any person

concerned; (b) the proposed transaction

is consistent with the policy of each

registered investment company

concerned; and (c) the proposed

transaction is consistent with the

general purposes of the 1940 Act.

7. Applicants request an order

pursuant to section 17(b) of the 1940

Act exempting the Related Transactions

from the provisions of sections 17(a) of

the 1940 Act.

8. Applicants represent that the terms

of the Substitution are reasonable and

fair and do not involve overreaching on

the part of any person concerned. The

Substitution will be effected at the net

asset value of the securities involved

and the interests of Contract owners will

not be diluted. In-kind redemptions will

alleviate some of the expenses involved

with the Substitution and only will be

used to the extent they are consistent

with the investment objectives and

applicable diversification requirements

of the affected portfolios. All in-kind

redemptions will be conducted in a

manner conforming with the conditions

of Rule 17a–7 under the 1940 Act.

9. Applicants represent that the

Substitution and Related 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).

Conclusion

Applicants assert that, for the reasons

summarized above, the requested order

approving the Substitution and Related

Transactions should be granted.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–23390 Filed 9–3–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38986; File No. SR–Amex–

97–28]

Self-Regulatory Organizations, Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change by American Stock

Exchange, Inc. Relating to the

Extension of the Exchange’s Pilot

Program for Specialists in Portfolio

Depositary Receipts and Index Fund

Shares To Participate in the AfterHours Trading Facility

August 27, 1997.

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

Securities Exchange Act of 1934, 15

U.S.C. 78s(b)(1), notice is hereby given

that on August 6, 1997, the American

Stock Exchange, Inc. (‘‘Amex’’ or

‘‘Exchange’’) filed with the Securities

and Exchange Commission the proposed

rule change as described in Items I, II,

and III below, which items have been

prepared by the self-regulatory

organization. The Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons and to grant

accelerated approval to the proposed

rule change.