[Federal Register Volume 62, Number 202 (Monday, October 20, 1997)]
[Notices]
[Pages 54481-54484]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-27697]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22855; File No. 812-10622]


Acacia National Life Insurance Company, Inc., et al.

    October 10, 1997.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for an Order under Section 26(b) of the 
Investment Company Act of 1940 (the ``Act'') approving proposed 
substitutions of securities.

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SUMMARY OF APPLICATION: Applicants seek an order to permit the 
substitution of shares of the Neuberger & Berman Advisors Management 
Trust Limited Maturity Bond Portfolio (``N&B Bond Portfolio'') for 
shares of the Strong Advantage Fund II (``Strong Advantage'') and the 
substitution of shares of Acacia Capital Corporation Calvert 
Responsibly Invested Balanced Portfolio (``Calvert Balanced 
Portfolio'') for shares of the Strong Asset Allocation Fund II 
(``Strong Asset Allocation'' and, collectively with Strong Advantage, 
the ``Strong Funds'').

APPLICANTS: Acacia National Life Insurance Company (``Acacia 
National''), Acacia National Life Insurance Company Variable Life 
Separate Account I (``Separate Account I''), Acacia National Life 
Insurance Company Variable Annuity Separate Account II (``Separate 
Account II'', together with Separate Account I, the ``Separate 
Accounts'').

FILING DATES: The application was filed on April 17, 1997, and amended 
on September 25, 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 the application by writing to the 
Secretary of the SEC and serving

[[Page 54482]]

the Applicants with a copy of the request, in person or by mail. 
Hearing requests must be received by the Commission by 5:30 pm., on 
November 4, 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 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 SEC.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, N.W., Washington, D.C. 20549. Applicants, c/o Ellen Jane 
Abromson, Esq., Acacia National Life Insurance Company, 7315 Wisconsin 
Avenue, Bethesda, Maryland 20814.

FOR FURTHER INFORMATION CONTACT: Joyce Merrick Pickholz, 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 
SEC's Public Reference Branch, 450 Fifth Street, N.W., Washington D.C. 
(tel. (202) 942-8090).

Applicants' Representations

    1. Acacia National is a stock life insurance company organized 
under the laws of Virginia. Acacia National is a wholly owned 
subsidiary of Acacia Mutual Life Insurance Company, a mutual life 
insurance company chartered by special act of Congress and subject to 
the laws of the District of Columbia. The Separate Accounts were 
established by Acacia National under the insurance laws of Virginia to 
fund, in the case of Separate Account I, variable life insurance 
policies and, in the case of Separate Account II, variable annuity 
policies (together, the ``Policies''). The Separate Accounts are 
registered with the Commission under the 1940 Act as unit investment 
trusts.
    2. Each Separate Account currently consisted of twenty-one sub-
accounts. Each sub-account invests its assets in the shares of one of 
twenty-one designated investment portfolios of seven open-end 
management investment companies. Strong Advantage, Strong Asset 
Allocation, N&B Bond Portfolio, and Calvert Balanced Portfolio are four 
of the twenty-one existing portfolios.
    3. Strong Advantage is a series of Strong Variable Insurance Funds, 
Inc. (``Strong Variable Funds'') for which Strong Capital Management, 
Inc. (``SCM'') is the investment adviser. Strong Advantage seeks to 
provide current income with a low degree of share-price fluctuation by 
investing in ultra short term, investment grade debt obligations; its 
average effective portfolio maturity is normally less than one year. 
Strong Advantage is designed for investors who seek higher yields than 
money market funds and who are willing to accept some modest principal 
fluctuation in order to achieve that objective. Under normal market 
conditions, at least 75% of its net assets are invested in investment 
grade debt obligations. Strong Advantage may also invest up to 25% of 
its net assets in non-investment grade debt obligations that are rated 
in the fifth-highest rating category or in unrated securities of 
comparable quality.
    4. Strong Asset Allocation is also a series of Strong Variable 
Funds for which SCM is the advisor. Strong Asset Allocation seeks high 
total return consistent with reasonable risk over the long term by 
allocating its assets among a diversified portfolio of equity 
securities, bonds and short-term fixed-income securities with benchmark 
allocations of 60% stock, 35% bonds and 5% cash.
    5. N&B Bond Portfolio is a portfolio of the Neuberger & Berman 
Advisors Management Trust. As a feeder fund in a ``master-feeder'' 
arrangement, the fund invests its assets in a corresponding series, AMT 
Limited Maturity Bond Investments (``AMT Series''), of Advisors 
Management Trust, an open-end management investment company registered 
under the 1940 Act. The investment objective of the N&B Bond Portfolio 
and the AMT Series is to provide the highest current income consistent 
with low risk to principal and liquidity and, secondarily, total 
return. The AMT Series invests in short-to-intermediate term fixed and 
variable debt securities and seeks to increase income and preserve or 
enhance total return by actively managing average portfolio duration. 
The AMT Series invests primarily in investment grade securities but may 
invest up to 10% of its pet assets, measured at the time of investment, 
in debt securities rated below investment grade or in unrated 
securities determined by its adviser to be of comparable quality.
    6. The Calvert Balanced Portfolio, a series of Acacia Capital 
Corporation, is advised by Calvert Asset Management Company, Inc. It 
seeks to achieve a total return above the rate of inflation through an 
actively managed portfolio of common and preferred stocks, bonds, and 
money market instruments. For its fixed-income investments, the Calvert 
Balanced Portfolio normally invests in investment grade bonds but may 
invest up to 20% of its assets in obligations rated lower than B. No 
more than 10% of assets may be invested in privately placed 
instruments. Each investment of the Calvert Balanced Portfolio is 
selected with a concern for its social impact.
    7. On November 1, 1996, SCM notified Acacia National that Strong 
Variable Funds intended to cease offering shares of the Strong Funds 
for inclusion in variable polices due to the small amount of assets in 
the two portfolios and the corresponding absence of economies of scale. 
New allocations to the Strong Funds are no longer permitted.
    8. Acacia National proposes to provide policyowners with the option 
to transfer into any of the other portfolios offered under the 
Policies. However, because some policyowners will not voluntarily 
transfer from the affected sub-accounts, Acacia National proposes to 
substitute shares of the N&B Bond Portfolio for shares of Strong 
Advantage and Calvert Balanced Portfolio shares for shares of Strong 
Asset Allocation in the sub-accounts.
    9. The Policies give Acacia National the right to eliminate or add 
sub-accounts, combine two or more sub-accounts, or substitute one or 
more new underlying mutual funds or portfolios for others in which one 
or more sub-accounts are invested. These contractual provisions are 
disclosed in the prospectuses or statements of additional information 
relating to the Policies.
    10. Acacia National will schedule the substitutions to occur as 
soon as practicable following the issuance of an exemptive order. As of 
the effective date of the substitutions, Acacia National will redeem 
shares of the Strong Funds. Simultaneously, Acacia National will use 
the proceeds of the redemptions to purchase the appropriate number of 
shares of N&B Bond Portfolio and Calvert Balanced Portfolio. The 
substitution will take place at the relative net asset values of the 
portfolios with no change in the amount of any policyowner's account 
values.
    11. Acacia National will pay all expenses and transaction costs of 
the substitutions. SCM may reimburse Acacia National for some or all of 
those costs but none will be borne by policyowners. Affected 
policyowners will not incur any fees or charges as a result of the 
substitutions, nor will the rights or obligations of Acacia National 
under the Policies be altered in any way.

[[Page 54483]]

    12. The substitutions were first described to policyowners in a 
prospectus supplement dated November 25, 1996, and again in 
correspondence to policyowners dated May 1, 1997, or May 16, 1997, 
depending on the state in which the Policy was issued. The prospectus 
supplement advised policyowners that the Strong Funds would cease 
offering shares under the Policies effective May 1, 1997, and, 
consequently, deposits would no longer be accepted into the Strong 
Funds after that time. Policyowners were also notified that if the 
substitutions were approved by the SEC, the substitutions would be 
effected at the net asset value of the relevant portfolios, that 
policyowners would be given the opportunity to transfer into any other 
available portfolio, and that no costs for any substitution would be 
borne by policyowners.
    13. Within five days after the substitutions, Acacia National will 
send to policyowners written notice stating that the substitutions have 
occurred. Acacia National will include in the mailing a supplement to 
the prospectus which discloses the completion of the substitutions. 
Affected policyowners will be advised that for a period of 30 days from 
the mailing of the notice, they may transfer all assets, as 
substituted, to any other available sub-account without limitation and 
without charge, and no such transfer will be counted as a transfer 
under any contractual provision that may limit the number of transfer 
in any year. No transfer charge is currently in effect and none will be 
imposed prior to the expiration of the 30 day period. Following the 
substitutions, policyowners will be afforded the same rights, including 
surrender and other transfer rights with regard to amounts invested 
under the Policies as they currently have. Thus policyowners may choose 
simply to withdraw amounts credited to them following the substitutions 
under the conditions that currently exists, subject to any applicable 
surrender charge.
    14. The investment advisory fee for Strong Advantage is, on an 
annual basis, .60% of the average daily net asset value of the 
portfolio. As a result of an expense limitation agreement, the expense 
ratio for Strong Advantage for the year ending December 31, 1996, was 
2.00%. in the absence of this agreement, the expense ratio would have 
been 2.85%.
    15. The investment advisory fee for Strong Asset Allocation is, on 
an annual basis, .85% of the average daily net asset value of the 
portfolio up to a value of $35 million in assets and .80% of the 
portfolio's assets in excess of $35 million. As a result of an expense 
limitation agreement, the expense ratio for Strong Asset Allocation for 
the year ending December 31, 1996, was 2.00%. In the absence of this 
agreement, the expense ratio would have been 4.29%.
    16. The investment advisory fee for the N&B Bond Portfolio equals a 
percentage of the average daily net asset value of the portfolio, on an 
annual basis, as follows: .65% for the first $500 million; .615% for 
the next $500 million; .60% for the next $500 million; .575 for the 
next $500 million; and .55% thereafter. The expense ratio for the N&B 
Bond Portfolio for the year ending December 31, 1996, was .80%.
    17. The investment advisory fee for the Calvert Balanced Portfolio 
is, on an annual basis, .70% of the average daily net asset value of 
the portfolio. Its expense ratio for the year ending December 31, 1996, 
was .81%.

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) provides that 
the Commission will approve a substitution if it is consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the 1940 Act. The purpose of Section 26(b) is to 
protect the expectation of investors in a unit investment trust that 
the unit investment trust will accumulate the shares of a particular 
issuer, and to prevent unscrutinized substitutions which might, in 
effect, force shareholders dissatisfied with the substituted security 
to redeem their shares, thereby incurring either a loss of the sales 
load deducted from initial proceeds, an additional sales load upon 
reinvestment of the redemption proceeds, or both. Section 26(b) affords 
protection to investors by preventing a depositor or trustee of a unit 
investment trust holding shares of one issuer from substituting for 
those shares the shares of another issuer, unless the Commission 
approves that substitution.
    2. Applicants submit that the purposes, terms and conditions of the 
substitutions are consistent with the principals and purposes of 
Section 26(b) and do not entail any of the abuses that Section 26(b) is 
designed to prevent. Applicants believe that the N&B Bond and Calvert 
Balanced portfolios will better serve policyowner interests because the 
expenses of each portfolio have been significantly lower than, and the 
performance of each has been essentially equivalent to or better than, 
the expenses and performance of the funds to be eliminated. Also, 
Applicants submit that Policyowners may transfer their assets to any of 
seventeen additional portfolios currently available under the Policies.
    3. Applicants believe that Calvert Balanced is an appropriate 
replacement for Strong Asset Allocation notwithstanding the fact that 
Calvert Balanced seeks to invest in organizations that: (a) Deliver 
safe products and services; (b) are managed with participation 
throughout the organization in defining and achieving objectives; (c) 
negotiate fairly with their workers and provide a supportive working 
environment; and (d) foster awareness of a commitment to human goals 
within the organization and the word. Applicants submit that each 
portfolio invests a percentage of its assets in stocks, bonds and money 
market instruments. Also, Calvert Balanced can be expected to 
outperform Strong Asset Allocation, were the latter to remain in 
existence, because Calvert Balanced has much lower expenses than Strong 
Asset Allocation, and, as Strong Asset Allocation's assets continue to 
decrease and its expenses remain the same, its performance will 
necessarily decline. Further, Applicant's assert that even though 
Strong Asset Allocation has slightly outperformed Calvert Balanced 
since each portfolio's inception, Calvert Balanced has gone through 
many market cycles during its more than ten years of existence whereas 
Strong Asset Allocation, which commenced operations in late 1995, has a 
briefer history characterized by a rising market. For the past year, 
the two Portfolios' total returns were identical (20.67%).
    4. Applicants state that Acacia National has reserved the right to 
substitute securities held by the Sub-Accounts of the Separate Accounts 
and this right is disclosed in the prospectuses or statements of 
additional information for the Separate Accounts.
    5. Finally, Applicants represent that the substitutions will not 
result in the type of costly forced redemption that Section 26(b) was 
intended to guard against and, for the following reasons, are 
consistent with the protection of investors and the purposes fairly 
intended by the Act:
    a. The N&B Bond Portfolio and Calvert Balanced Portfolio have 
objectives, policies and restrictions that are substantially similar to 
the objectives, policies and restrictions of the funds being replaced.
    b. The expense ratio of the N&B Bond and Calvert Balanced 
Portfolios are

[[Page 54484]]

significantly lower than those of the Strong funds.
    c. The performance of the N&B Bond and Calvert Balanced Portfolios 
has been essentially equivalent to or better than the performance of 
the portfolios that will be eliminated.
    d. The substitutions will, in all cases, be at the net asset value 
of the respective portfolios without the imposition of any transfer or 
similar charge.
    e. The costs of the substitutions will be borne by Acacia National 
and SCM and will not be borne by policyowners. No charges will be 
assessed to effect the substitutions.
    f. Within 5 days after the substitutions, Acacia National will send 
to policyowners written notice of the substitutions that identifies the 
shares that were substituted and discloses the shares which replaced 
them. Included in the mailing will be a supplement to the prospectus 
that discloses completion of the substitutions.
    g. For 30 days following the mailing of the notice of 
substitutions, policyowners may transfer substituted assets without any 
charge. No such transfer will be counted as a transfer under any 
contractual provision which limits the number of transfers in any year.
    h. The substitutions will in no way alter the insurance benefits to 
policyholders or the contractual obligations of Acacia National.
    i. The substitutions will in no way alter the tax benefits to 
policyowners. Counsel for Acacia National has advised that the 
substitutions will not give rise to any tax consequences to the 
policyowners.

Applicants' Conclusions

    Applicants assert that, for the reasons and upon the facts set 
forth in the application, the requested order approving the proposed 
substitution meets the standards set forth in Section 26(b) of the 1940 
Act and should be granted.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-27697 Filed 10-17-97; 8:45 am]
BILLING CODE 8010-01-M