62366 Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices

comments of any length may be

submitted for the record.

Transcripts of this meeting will be

available on computer disk, via e-mail,

or on a library-loan basis in paper

format from Davonya Barnes, Board

staff, beginning January 13, 1998. For

further information, contact Frank

Randall, External Affairs, 2300

Clarendon Blvd., Suite 1300, Arlington,

Virginia 22201–3367; (Tel) 703–235–

4473; (Fax) 703–235–4495; (E-mail)

info@nwtrb.gov.

The Nuclear Waste Technical Review

Board was created by Congress in the

Nuclear Waste Policy Amendments Act

of 1987 to evaluate the technical and

scientific validity of activities

undertaken by the DOE in its program

to manage the disposal of the nation’s

high-level radioactive waste and

commercial spent nuclear fuel. In that

same legislation, Congress directed the

DOE to characterize a site at Yucca

Mountain, Nevada, for its suitability as

a potential location for a permanent

repository for the disposal of that waste.

Dated: November 18, 1997.

William Barnard,

Executive Director, Nuclear Waste Technical

Review Board.

[FR Doc. 97–30621 Filed 11–20–97; 8:45 am]

BILLING CODE 6820–AM–M

RAILROAD RETIREMENT BOARD

Sunshine Act Meeting

Notice was previously published at 62

FR 61153 on November 14, 1997, that

the Railroad Retirement Board would

hold a meeting on November 19, 1997,

9:00 a.m., at the Board’s meeting room

on the 8th floor of its headquarters

building, 844 North Rush Street,

Chicago, Illinois, 60611. This meeting

has been canceled.

Date: November 18, 1997.

Beatrice Ezerski,

Secretary to the Board.

[FR Doc. 97–30770 Filed 11–19–97; 10:52

am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22888; File No. 812–10740]

The Guardian Insurance & Annuity

Company, Inc., et al.; Notice of

Application

November 14, 1997.

AGENCY: The Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of application for an

order under section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) granting relief from rule 6e–

2(c)(1) and from certain provisions of

the Act and rules thereunder specified

in paragraph (b) of rule 6e–2; and from

sections 2(a)(32) and 27(i)(2)(A) of the

Act and rules 6e–2(b)(12) and 22c–1

thereunder.

SUMMARY OF APPLICATION: Applicants

seek exemptive relief to the extent

necessary: (1) to permit them to offer

and sell certain variable whole life

insurance policies with modified

scheduled premiums (‘‘Policies’’); and

(2) to permit certain other persons

which may become the principal

underwriter for such Policies (‘‘Future

Underwriters’’) to offer and sell such

Policies.

APPLICANTS: The Guardian Insurance &

Annuity Company, Inc. (‘‘GIAC’’), The

Guardian Separate Account K

(‘‘Separate Account’’), and Guardian

Investor Services Corporation (‘‘GISC’’).

FILING DATES: The application was filed

on July 28, 1997, and amended and

restated on October 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 December 9, 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 may request notification of a

hearing by writing to the Secretary of

the Commission.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549.

Applicants, c/o Richard T. Potter, Jr.,

Esq., The Guardian Insurance & Annuity

Company, Inc., 201 Park Avenue, South,

New York, New York 10003.

FOR FURTHER INFORMATION CONTACT:

Ethan D. Corey, Senior Counsel, at (202)

942–0675, or Kevin M. Kirchoff, Branch

Chief, at (202) 942–0672, Office of

Insurance Products, Division of

Investment Management.

SUPPLEMENTARY INFORMATION: Following

is a summary of the application; the

complete application may be obtained

for a fee from the Public Reference

Branch of the Commission, 450 5th

Street, NW., Washington, DC 20549 (tel.

(202) 942–8090).

Applicants’ Representations

1. GIAC, a Delaware stock life

insurance company, is a wholly-owned

subsidiary of The Guardian Life

Insurance Company of America.

2. GIAC established the Separate

Account under Delaware insurance law

to serve as a funding vehicle for certain

variable life insurance products. The

Separate Account is registered under the

Act as a unit investment trust. The

Separate Account currently has eight

investment divisions, each of which

invests in shares of a corresponding

mutual fund registered under the Act as

an open-end diversified management

investment company.

3. GISC, a wholly-owned subsidiary of

GIAC, will act as the principal

underwriter for the policies. GISC is

registered with the Commission as a

broker-dealer under the Securities

Exchange Act of 1934 and is a member

of the National Association of Securities

Dealers, Inc. (the ‘‘NASD’’).

4. Those premium amounts set forth

in each Policy which must be paid to

obtain the benefits provided by the

Policy exclusive of the additional

benefit riders (‘‘Basic Scheduled

Premiums’’) plus rating charges for

those insureds that do not satisfy

(GIAC’s underwriting requirements for

standard issuance, and premiums for

insurance benefits that the Policy owner

may add as riders to the Policy

(collectively, ‘‘Policy Premium

Assessments’’) are payable until the

Policy anniversary nearest the insured’s

100th birthday. If all Basic Scheduled

Premiums and Policy Premium

Assessments (collectively, ‘‘Policy

Premiums’’) are paid when due or

skipped under the premium skip option

(described below), the Policy will not

lapse and will retain its minimum death

benefit guarantee until the Policy

anniversary nearest the insured’s 100th

birthday, so long as no partial

withdrawals are made and there is no

Policy debt outstanding.

5. Policy Premiums may be paid

annually or periodically. Each periodic

Policy Premium must be at least $100.

6. The Policy’s Basic Scheduled

Premiums cannot be increased during

the guaranteed premium period, but

will be reduced by GIAC if the Policy’s

face amount is decreased. The

guaranteed premium period starts on

the Policy date and ends on the later of

the Policy anniversary nearest the

insured’s 70th birthday or the 10th

Policy anniversary. After the expiration

of the guaranteed premium period, a
Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices 62367

Policy’s Basic Scheduled Premiums may

increase.

7. A Policy owner also may make

unscheduled premium payments,

subject to certain limits and restrictions

set forth in the Policy and GIAC’s

administrative procedures.

8. GIAC generally credits and

allocates each payment as of the

business day of receipt, if it receives the

payment before the close of business at

its executive office. There are two

exceptions to this practice. First, GIAC

credits and allocates any payment

received prior to the issue date on the

issue date. Second, GIAC credits and

allocates that portion of any payment

that is used to pay a Policy Premium on

the premium due date if such payment

is received on or during the 31 days

preceding such premium due date.

9. If Policy Premiums and/or

unscheduled payments in excess of

$100,000 are received from the Policy

owner prior to the later of: (i) 45 days

after Part I of the completed application

is signed; or (ii) 15 days after the issue

date, GIAC will allocate that portion, if

any, of a scheduled premium payment

or an unscheduled payment which is

allocated among the variable investment

options and the fixed-rate option

according to instructions provided by

the Policy owner (‘‘net premium’’) in

excess of $100,000 (‘‘excess net

premium’’) to The Guardian Cash Fund,

a money market fund. On the later of (i)

or (ii), any excess net premium allocated

to The Guardian Cash Fund and any

earnings attributable thereto, will be reallocated in accordance with the policy

owner’s then-current allocation

instructions.

10. The Policy provides for a

premium skip option, which permits an

owner to skip one or more scheduled

premium payments after the first Policy

year, subject to certain conditions.

When a premium skip is effected, GIAC

deducts from the sum of the values

attributable to a Policy which are

allocated to the variable investment

options, the fixed-rate option, and the

loan collateral account (the ‘‘Policy

Account Value’’) an amount equal to

92.5% of any Policy Premium

Assessments that would be due on the

Policy Anniversary to pay such

assessments for the coming Policy year.

The amount will be deducted

proportionately from the Policy Account

Value attributable to the variable

investment options. If some or all of the

required deduction exceeds the Policy

Account Value held in the variable

investment options, GIAC will deduct

the remainder from the Policy Account

Value held in the fixed-rate option.

11. In addition, a Policy owner may

use up to 90% of the Policy’s cash

surrender value less any thenoutstanding Policy debt (‘‘loan value’’)

to pay a Policy Premium if the Policy

owner has elected and is eligible for the

Policy’s automatic premium loan

feature. Under the automatic premium

loan feature, GIAC transfers the required

premium amount from the unloaned

Policy Account Value to the loan

collateral account and uses the loan

proceeds to pay the Policy Premium

due.

12. A Policy Premium which is

unpaid as of its due date is in default,

but the Policy provides a 31-day grace

period for the payment of each Policy

Premium after the first. If the insured

should die during the grace period and

before the premium is paid, the death

proceeds payable to the beneficiary will

be reduced by an outstanding Policy

debt and any due and unpaid Policy

Premium for the period through the

Policy month of death. If GIAC does not

receive a Policy Premium before the

grace period ends, and neither the

premium skip option nor the automatic

premium loan feature are available, and

no waiver of premium rider is in effect,

the Policy will lapse. Upon Policy lapse,

all insurance coverage ends as of the

end of the grace period, unless a policy

value option becomes effective. The

Policy owner can surrender the Policy

for its net cash surrender value at any

time during the grace period.

13. GIAC deducts Policy Premium

Assessments and a premium charge

from Policy Premiums and unscheduled

payments. Policy Premium Assessments

are deducted from each Policy Premium

to cover GIAC’s risks and costs

associated with providing insurance

coverage to higher risk insureds or

providing additional benefits through

Policy benefit riders.

14. The premium charge initially is

equal to 7.5% of each Basic Scheduled

Premium and each unscheduled

payment and will decrease to 4.5% after

the total amount of premiums paid

under a Policy, through Basic

Scheduled Premiums and/or

unscheduled payments, equals 12

annual Basic Scheduled Premiums

payable during the guaranteed premium

period for the current fact amount. This

charge covers premium taxes, a portion

of GIAC’s federal income tax burden,

and a premium sales charge. GIAC also

reserves the right to charge a maximum

handling fee of $2.00 for each

unscheduled payment it receives.

15. GIAC deducts each month from

the Policy Account Value a Policy

charge, an administration charge, a

guaranteed insurance amount charge,

and a charge for the cost of insurance.

These charges compensate GIAC for the

cost of underwriting and issuing a

Policy. GIAC also may make transaction

deductions upon: (i) a partial

withdrawal (the lesser of $25 or 2% of

the requested withdrawal amount); (ii) a

premium skip; and (iii) a transfer after

the twelfth transfer in a Policy year

($25). GIAC also charges the Separate

Account for the mortality and expense

risks it assumes, at an annual rate of

0.60% (guaranteed not to exceed 0.90%)

of the Separate Account’s average daily

net assets. Charges for investment

advisory and other Fund expenses are

indirectly borne by owners of the

Policies.

16. During the first 12 Policy years,

GIAC deducts a surrender charge upon

surrender, lapse, a lapse option taking

effect upon Policy default, and upon a

reduction in face amount by request or

through a partial withdrawal. The

surrender charge during the first Policy

year is expressed as a flat dollar amount

charge per $1000 in face amount; the

per $1000 rate will vary from $5.37 to

$58.87 based upon the issue age, sex,

and underwriting class of the insured.

The surrender charge will decrease

proportionally on an annual basis over

the first 12 Policy years so that the

surrender charge beginning in year 13 is

$0. After imposition of the surrender

charge, a Policy’s net cash surrender

value may be zero, particularly in early

Policy years.

17. In the case of a reduction in face

amount, the surrender charge is

prorated by multiplying the applicable

surrender charge by the following

fraction to reduce the payable charges:

the amount of the face amount reduction

the face amount prior to the reduction

The adjusted surrender charge is paid

by deductions from the unloaned Policy

Account Value. The surrender charge is

intended to compensate GIAC for

certain sales-related and administrative

expenses.

18. The Policy provides for two

alternate death benefit options. The

Option 1 death benefit is equal to the

greatest of: (i) the face amount of the

Policy on the date of the insured’s

death; (ii) the minimum death benefit

then required under federal tax laws on

the monthly date preceding the

insured’s death; or (iii) after the first

Policy year, the Policy’s ‘‘variable

insurance amount.’’ The variable

insurance amount provides a guarantee

that the death benefit will be greater

than the then-effective face amount if

the Policy Account Value is greater than
62368 Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices

1The Benchmark Value is a hypothetical value to

which GIAC compares the actual Policy Account

Value to determine whether and to what extent

certain Policy privileges can be exercised (such as

the premium skip option), and to redetermine the

Basic Scheduled Premium in Policy years after the

guaranteed premium period.

2Certain of the relief requested may not currently

be necessary in light of the structure of the Separate

Account as a ‘‘unit investment trust,’’ but would

become necessary if the Separate Account were to

be restructured as an open-end management

company in the future. The Policies permit such a

restructuring.

the net single premium set forth in that

Policy on any Policy review date.

19. The Option 2 death benefit is

equal to the greatest of: (i) the face

amount of the Policy on the date of the

insured’s death plus any amount by

which the Policy Account Value then

exceeds the Benchmark Value 1 as

adjusted to the monthly date preceding

the date of death; (ii) the minimum

death benefit then required under

federal tax laws on the monthly date

preceding the insured’s death; or (iii)

after the first Policy year, the Policy’s

variable insurance amount.

20. Under an Option 1 Policy, when

favorable investment performance and

unscheduled payments increase the

Policy Account Value, the Net Amount

at Risk (the amount of death benefit

provided under the death benefit option

then in force minus the Policy Account

Value) under the Policy will decrease.

When the Net Amount at Risk is

reduced, the dollar amount of the cost

of insurance charge deducted on each

monthly date may also decline.

21. Under an Option 2 Policy,

favorable investment performance and

the addition of unscheduled payments

can possibly increase the Policy

Account Value sufficiently to increase

the death benefit. At such time,

however, the Net Amount at Risk will

not change as a result of the favorable

investment performance or unscheduled

payments. Unfavorable investment

performance can reduce an Option 2

Policy’s death benefit, but the benefit

will never be less than the face amount.

22. Under either Option, any partial

withdrawal taken after a monthly date

will reduce the death benefit by the

amount of the partial withdrawal and

any applicable charge if the insured dies

after that monthly date but prior to the

next succeeding monthly date.

Applicants’ Legal Analysis

Definition of ‘‘Variable Life Insurance

Contract’’

1. Rule 6c–3 grants exemptions from

those provisions of the Act that are

specified in paragraph (b) of Rule 6e–2

(except for Sections 7 and 8(a)) to

certain separate accounts of life

insurance companies that support

variable life insurance policies.

Specifically, the exemptions provided

by Rule 6c–3 are available only to

separate accounts registered under the

Act whose assets are derived solely from

the sale of ‘‘variable life insurance

contracts’’ that meet the definition set

forth in Rule 6e–2(c)(1), and from

certain advances made by the insurer.

The term ‘‘variable life insurance

contract’’ is defined by Rule 6e–2(c)(1)

to include only life insurance policies

that provide a death benefit and a cash

surrender value, both of which vary to

reflect the investment experience of the

separate account, and that guarantee

that the death benefit will not be less

than an initial dollar amount stated in

the policy.

2. Applicants believe that the Option

2 death benefit falls within the

requirement that it ‘‘vary to reflect the

investment experience of the separate

account.’’ Although the Option 2 death

benefit varies only when the Policy’s

cash value exceeds its Benchmark

Value, Applicants state that it is

analogous to more conventional

scheduled premium variable life

insurance policies where death benefits

are increased when investment

experience exceeds an assumed

investment rate. Rule 6e–2(c)(1) clearly

contemplates that a death benefit would

vary only if it exceeds a guaranteed

minimum death benefit. A Policy under

the Option 1 death benefit, however,

will fail to satisfy this requirement if the

death benefit has not been otherwise

increased to satisfy Federal tax law

requirements.

3. The Policy also contains other

provisions, relating primarily to the

flexibility of premium payments, that

are not specifically addressed in Rule

6e–2. Applicants must rely on certain

exemptive provisions in Rule 6e–2(b), as

described below, in order to issue, sell,

and maintain the Policies.2 Applicants

therefore request relief from the

definition of ‘‘variable life insurance

contract’’ set forth in Rule 6e–2(c)(1) to

the extent necessary to permit reliance

on the exemptions provided in each of

the provisions of paragraph (b) of Rule

6e–2 that are set forth below, under the

same terms and conditions applicable to

a separate account that satisfies the

conditions set forth in Rule 6e–2.

(a) Paragraph (b)(1)—‘‘Sales load’’ is

no longer subject to the specific

quantitative limits set forth in the Act

and rules thereunder. It is nonetheless

possible that the amount of ‘‘sales load’’

imposed under the Policies would need

to be determined (for example, in

connection with analyzing an exchange

offer involving the Policies; or analyzing

variations in sales load pursuant to

Section 22(d) of the Act). Accordingly,

Applicants seek relief permitting them

to rely on paragraph (b)(1) of Rule

6e–2.

(b) Paragraph (b)(3)—Relief is

requested to permit the Separate

Account to rely on paragraph (b)(3)(ii) of

Rule 6e–2 in order to effect compliance

with Section 8(b) of the Act (regarding

the filing of a registration statement

with the Commission).

(c) Paragraph (b)(4)—Relief is

requested to permit Applicants to apply

the eligibility restrictions of Section 9 of

the Act in the fashion contemplated by

paragraph (b)(4).

(d) Paragraph (b)(5)—Relief is

requested to permit Applicants to rely

on the exemptions provided from

Section 13(a) of the Act relating to

insurance regulatory authority imposing

certain requirements on the investment

policies of the Separate Account; and

disapproval by GIAC of changes in the

investment policy of the Separate

Account initiated by Policy owners

under circumstances contemplated by

and in accordance with the

requirements of paragraph (b)(5); and to

rely on the relief provided by paragraph

(b)(15) of Rule 6e–2 (see below), which

in turn refers to the conditions of

paragraph (b)(5).

(e) Paragraph (b)(6)—Relief is

requested to permit Applicants to rely

on the relief provided by paragraph

(b)(15) of Rule 6e–2 (see below), which

in turn refers to the conditions of

paragraph (b)(6).

(f) Paragraph (b)(7)—Relief is

requested to permit Applicants to rely

on the exemptions provided from

Section 15(a), (b), and (c) relating to an

insurance regulatory authority

disapproving advisory or underwriting

contracts; disapproval by GIAC of

changes in the principal underwriter for

the Separate Account initiated by Policy

owners; and disapproval by GIAC of

changes in the investment adviser to the

Separate Account initiated by Policy

owners under circumstances

contemplated by and in accordance

with the requirements of paragraph

(b)(7); and to rely on the relief provided

by paragraph (b)(15) of Rule 6e–2 (see

below), which in turn refers to the

conditions of paragraph (b)(7).

(g) Paragraph (b)(8)—Relief is

requested to permit Applicants to rely

on the exemptions provided from

Section 16(a) relating to an insurance

regulatory authority disapproving or

removing a member of the board of

directors of a separate account under

circumstances contemplated by and in

accordance with the requirements of
Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices 62369

paragraph (b)(8); and to rely on the relief

provided by paragraph (b)(15) of Rule

6e–2 (see below), which in turn refers to

the conditions of paragraph (b)(8).

(h) Paragraph (b)(9)—Relief is

requested to permit Applicants to rely

on the exemptions provided from

Section 17(f) in order to maintain

separate account assets in the custody of

GIAC or an affiliate thereof, in

accordance with the requirements of

paragraph (b)(9).

(i) Paragraph (b)(10)—Relief is

requested to permit Applicants to rely

on the exemptions provided from

Section 18(i) in order to provide for

variable contract owner voting as

contemplated by and in accordance

with the requirements of paragraph

(b)(10).

(j) Paragraph (b)(12)—Relief is

requested to permit Applicants to rely

on the exemptions provided from

Section 22(d), 22(e), and Rule 22c–1 in

connection with issuance, transfer and

redemption procedures for the Policies,

including premium processing,

premium rate structure, underwriting

standards, and the benefit provided by

the Policies, as contemplated by and in

accordance with the requirements of

paragraph (b)(12).

(k) Paragraph (b)(14)—Relief is

requested to permit Applicants to rely

on the relief provided by paragraph

(b)(15) of Rule 6e–2 (see below), which

in turn refers to the conditions of

paragraph (b)(14).

(l) Paragraph (b)(15)—Relief is

requested to permit Applicants to rely

on the exemptions provided from

Section 9(a), and to facilitate the voting

by GIAC of shares of management

investment companies held by the

Separate Account in disregard of Policy

owner instructions under the

circumstances contemplated by, and in

accordance with the requirements of,

paragraph (b)(15). Relief is also

requested to permit Applicants to rely

on the exemptions provided from

Section 14(a), 15(a), 16(a), and 32(a)(2)

in connection with any registered

management investment company

established by GIAC in the future in

connection with the Policies, in

accordance with the requirements of

paragraph (b)(15), and paragraphs (b)(5),

(b)(7), (b)(8), and (b)(14) of Rule 6e–2.

4. Applicants submit that the

considerations that led the Commission

to adopt Rules 6c–3 and 6e–2 apply

equally to the Separate Account and the

Policy, and that the exemptions

provided by these rules should be

granted to the Separate Account and to

the other Applicants on the terms

specified in those rules, except to the

extent that further exemption from those

terms is specifically requested in the

application.

Redeemability

5. Section 27(i)(2)(A) provides that no

registered separate account funding

variable insurance contracts or its

sponsoring insurance company shall

sell such contract unless the contract is

a ‘‘redeemable security.’’ Section

2(a)(32) defines a ‘‘redeemable security’’

as one entitling its holder to receive

‘‘approximately his proportionate

share’’ of the issuer’s current net asset

value upon presentation to the issuer.

Applicants request relief from the

requirement in Section 27 that the

Policies be ‘‘redeemable securities,’’ and

from the definition of ‘‘redeemable

security’’ set forth in Section 2(a)(32), in

connection with the issuance and sale of

the Policies.

6. Rule 22c–1 requires that a Policy be

redeemed at a price based on the current

net asset value of the Policy next

computed after receipt of request for

surrender. If the conditions of Rule 6e–

2(b)(12) are satisfied, paragraph (b)(12)

provides certain exemptions from Rule

22c–1. A contingent deferred charge

such as the surrender charge may,

however, not be contemplated by Rule

6e–2(b)(12), and thus may be deemed

inconsistent with the foregoing

provisions, to the extent that the charge

can be viewed as causing a Policy to be

redeemed at a price based on less than

the current net asset value that is next

computed after surrender or after partial

withdrawal from the Policy.

Accordingly, Applicants request relief

from Rule 22c–1 and Rule 6e–2(b)(12),

to the extent necessary to permit the

deduction of the surrender charge on

surrender, lapse, a lapse option taking

effect, or face amount reduction by

request or through partial withdrawal

from a Policy.

7. Although Section 2(a)(32) does not

specifically contemplate the imposition

of a charge at the time of redemption,

Applicants assert that such charges are

not necessarily inconsistent with the

definition of ‘‘redeemable security.’’

8. Applicants submit that although

the deferred imposition of the surrender

charge (upon surrender, lapse, or

reduction in face amount by request or

through partial withdrawal) may not fall

within the literal pattern of all the

provisions described in the application,

that does not change the charge’s

essential nature. Moreover, the

proposed amendments to Rule 6e–2

would permit a sales charge to be

imposed on a contingent deferred basis.

Contingent deferred charges are also

authorized by Rule 6e–3(T) for contracts

able to rely on that rule. Therefore,

Applicants submit that the surrender

charge is consistent with the principles

and policies underlying limitations in

Sections 2(a)(32) and 27(i)(2)(A) of the

Act and Rules 6e–2(b)(12) and (c)(1) and

22c–1 thereunder.

Class Exemption for Future

Underwriters

9. Applicants seek the relief requested

herein with respect to Future

Underwriters. Future Underwriters will

be members of the NASD.

10. Applicants represent that the

terms of the relief requested with

respect to any Future Underwriters are

consistent with the standards set forth

in Section 6(c) of the Act. Further,

Applicants state that, without the

requested class relief, exemptive relief

for any Future Underwriter would have

to be requested and obtained separately.

Applicants assert that these additional

requests for exemptive relief would

present no issues under the Act not

already addressed herein. Applicants

submit, for all the reasons stated herein,

that their request for class exemptions is

necessary or appropriate in the public

interest and consistent with the

protection of investors and the purposes

fairly intended by the Policy and

provisions of the Act, and that an order

of the Commission including such class

relief, should, therefore, be granted.

Conclusion

For the reason summarized above,

Applicants assert that the requested

exemptions are appropriate in the

public interest and consistent with the

protection of investors and purposes

fairly intended by the policy and

provisions of the Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–30573 Filed 11–20–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22891; 812–10860]

Kemper Technology Fund, et al.;

Notice of Application

November 17, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) from section 15(a) of the Act.