62372 Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices

and consult with the Boards of the

affected Funds to assure that the Boards,

including a majority of the Independent

Trustees, are satisfied that the services

provided will not be diminished in

scope or quality.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–30571 Filed 11–20–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–22890; File No. 812–10674]

The Life Insurance Company of

Virginia, et al.; Notice of Application

November 14, 1997.

AGENCY: Securities and Exchange

Commission (the ‘‘SEC’’ or the

‘‘Commission’’).

ACTION: Notice of application for

exemptions under Section 26(b) of the

Investment Company Act of 1940 (the

‘‘1940 Act’’) approving the proposed

substitutions of shares and under

Section 17(a) of the 1940 Act from the

provisions of Section 17(a)(1) and

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

SUMMARY OF APPLICATION: Applicants

seek an order pursuant to Section 26(b)

of the 1940 Act approving the

substitution of securities issued by

certain registered management

investment companies for securities

issued by certain other registered

management investment companies

currently held by separate accounts of

The Life Insurance Company of Virginia

and Great Northern Insured Annuity

Corporation to support variable life

insurance policies and variable annuity

contracts. Applicants also seek an order

pursuant to Section 17(b) of the 1940

Act granting exemptions from the

provisions of Section 17(a) of the 1940

Act to the extent necessary to permit

Applicants to carry out certain of the

proposed substitutions in-kind.

APPLICANTS: The Life Insurance

Company of Virginia (‘‘Life of

Virginia’’), Great Northern Insured

Annuity Corporation (‘‘GNA,’’

collectively with Life of Virginia, the

‘‘Companies’’) and their respective

separate accounts, Life of Virginia

Separate Account I (‘‘Account I’’), Life

of Virginia Separate Account II

(‘‘Account II’’), Life of Virginia Separate

Account III (‘‘Account III’’), Life of

Virginia Separate Account 4 (‘‘Account

4’’) and GNA Variable Investment

Account (‘‘GNA Account’’ and

collectively with the other separate

accounts ‘‘the Accounts’’).

FILING DATE: This application was filed

on May 16, 1997, and amended and

restated on October 9, 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 aplicaiton by writing

to the Secretary of the SEC and serving

Applicants with a copy of the request,

in person or by mail. Hearing requests

must be received by the Commission by

5:30 p.m. on December 9, 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, N.W., Washington, D.C. 20549.

Applicants, c/o J. Neil McMurdie, Esq.,

The Life Insurance Company of

Virginia, 6610 West Broad Street,

Richmond, VA 23260. Copies to

Stephen E. Roth/David S. Goldstein,

Sutherland, Asbill & Brennan, L.L.P.,

1275 Pennsylvania Avenue, N.W.,

Washington, D.C. 20004–2404.

FOR FURTHER INFORMATION CONTACT:

Zandra Y. Bailes, Senior Counsel, or

Mark C. 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, 450 Fifth Street, NW.,

Washington, DC 20549 (tel. (202) 942–

8090).

Applicants’ Representations

1. Life of Virginia is a stock life

insurance company operating under a

charter granted by the Commonwealth

of Virginia. Eighty percent of the capital

stock of Life of Virginia is owned by

General Electric Capital Assurance

Corporation (‘‘GECA’’). The remaining

twenty percent is owned by GE Life

Insurance Group, Inc. (‘‘GELIG’’). GECA

and GELIG are wholly owned

subsidiaries of GE Capital Corporation

(‘‘GE Capital’’). GE Capital’s parent is

General Electric Company. Life of

Virginia is the depositor and sponsor of

Account I, Account II, Account III and

Account 4.

2. GNA is a stock life insurance

company organized under the laws of

Washington. GNA is a wholly owned

subsidiary of GECA. GNA is the

depositor and sponsor of the GNA

Account.

3. Each of the Accounts is registered

under the 1940 Act as a unit investment

trust. The assets of each Account

support either variable annuity

contracts or variable life insurance

contracts (together, the ‘‘Contracts’’).

Interests in each of the Accounts offered

through such Contracts are registered

under the Securities Act of 1933 on

either Form S–6 or Form N–4.

4. Account 1 is divided into four

investment subdivisions; Account II,

Account III and Account 4 are each

divided into 34 investment

subdivisions. Each investment

subdivision invests exclusively in

shares representing an interest in a

separate corresponding portfolio (each,

a ‘‘Fund’’) of one of nine series-type

investment companies, each of which is

registered under the 1940 Act as an

open-end management investment

company. The following five investment

companies are involved in the

substitutions discussed in the

application: GE Investments Funds, Inc.

(‘‘GEIF’’), Variable Insurance Products

Fund (‘‘VIPF’’), Oppenheimer Variable

Account Funds (‘‘OVAF’’), Janus Aspen

Series (‘‘JAS’’) and Neuberger & Berman

Advisers Management Trust (‘‘AMT’’).

5. GEIF (formerly, Life of Virginia

Series Fund, Inc.) currently comprises

(or will soon comprise) eleven Funds.

The following seven GEIF Funds are

involved in the proposed substitutions

discussed in the application: Money

Market Fund, Government Securities

Fund, Income Fund, Premier Growth

Fund, U.S. Equity Fund, International

Equity Fund and Value Equity Fund. GE

Investment Management Incorporated

(‘‘GEIM’’), a wholly owned subsidiary of

GE, currently serves as investment

manager for GEIF.

6. VIPF currently comprises five

Funds. VIPF’s Money Market Portfolio,

High Income Portfolio and Growth

Portfolio are involved in the proposed

substitutions. Fidelity Management &

Research Company (‘‘FMR’’) serves as

VIPF’s investment adviser.

7. OVAF currently comprises nine

investment portfolios. OVAF’s Money

Fund and High Income Fund are

involved in the proposed substitutions.

Oppenheimer Funds, Inc. serves as

investment adviser to OVAF.

8. JAS currently comprises nine

investment portfolios. The JAS Balanced

Fund is involved in the proposed

substitutions. Janus Capital Corporation

serves as the investment adviser to JAS.

9. AMT currently comprises eight

investment portfolios. AMT’s Balanced
Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices 62373

Portfolio, Growth Portfolio and Limited

Maturity Bond Portfolio are involved in

the proposed substitutions. Neuberger &

Berman Management Incorporated

serves as investment adviser to AMT.

10. GNA Trust currently comprises for

investment portfolios: GNA Adjustable

Rate Portfolio, GNA Government

Portfolio, GNA Value Portfolio and GNA

Growth Portfolio. All four GNA Funds

are involved in the proposed

substitutions. GNA Capital Management

Inc. serves as investment adviser to

GNA Trust.

11. VIT currently comprises for

investment portfolios: GE International

Equity Portfolio, GE U.S. Equity

Portfolio, GE Fixed Income Portfolio

and GE Money Market Portfolio. All

four VIT Funds are involved in the

proposed substitution. GEIM serves as

the investment adviser to VIT.

12. Life of Virginia on its own behalf

and on behalf of Account I, Account II,

Account III and Account 4 proposes to

make certain substitutions of shares

held in those Accounts. Applicants

assert that by making the proposed

substitutions in the Life of Virginia

Accounts, Life of Virginia can better

serve the interest of owners of its

Contracts who will benefit from reduced

confusion caused by duplicative Funds

and the likely addition of new Funds of

different types in the future that better

suit the needs of such owners. At the

current time, due to data processing

constraints, Life of Virginia can only

administer the Contracts on a costeffective basis if the number of active

investment subdivisions is limited to a

manageable number. Applicants assert

that while no particular number of

investment subdivisions represents an

outer limit as to what Life of Virginia

could administer, each investment

subdivision beyond the current thirtyfour brings with it administrative

expenses significantly beyond those

associated with the addition of the tenth

or twentieth investment subdivisions.

The incremental cost of adding

investment subdivisions in such that the

projected increase in sales from each

additional necessary to justify the

addition, increase with each additional

subdivision. Because of this, Applicants

assert that there is an opportunity cost

associated with each existing active

investment subdivision. Thus, for

example, having three investment

subdivisions that invest in money

market Funds could deprive owners of

the opportunity to invest in two other

alternative Funds. Likewise,

maintaining investment subdivisions

through which high income Fund

offerings from both OVAF and VIPF and

balances Fund offerings from both AMT

and JAS are available, utilizes valuable

administrative resources yet offers

Contract owners little additional value.

In addition, Applicant’s state that

GEIF’s Government Securities Fund and

AMT’s Limited Maturity Bond Portfolio

have proven unpopular and do not

exhibit signs of future growth potential.

Life of Virginia believes that it and

Contract owners would be better served

by consolidating the subdivisions

investing in duplicative Funds and by

replacing the two unpopular Funds with

ones that may prove more popular.

13. GNA on its own behalf and behalf

of GNA Account proposes to make

certain substitutions of shares held in

GNA Account. Applicants assert that by

making the proposed substitutions in

the GNA Account, GNA can better serve

the interests of owners of its individuals

Contracts and participants under its

group Contracts who will benefit from

larger Funds with future growth

potential. The proposed substitutions by

GNA are principally the result of recent

reorganizations of the lines of business

of several life insurance subsidiaries of

GE Capital, including Life of Virginia

and GNA. Among the changes taking

place in these life insurance companies

is the centralization of variable annuity

and variable life insurance operations at

Life of Virginia’s home office in

Richmond, Virginia. To facilitate this

reorganization, variable annuity

operations are being moved from other

GE Capital life companies, such as GNA,

to Richmond.

14. GNA Trust and VIT were both

recently established to support variable

annuity contracts issued by GNA and

possibly other affiliated and unaffiliated

life insurance companies. With Life of

Virginia becoming the principal variable

annuity carrier for the GE Capital

organization, Applicants state that it is

unlikely that GNA will sell a significant

number of additional Contracts.

Consequently, Applicants assert that it

is unlikely that the Funds of the GNA

Trust and VIT will grow to any

appreciable size in the foreseeable

future unless Life of Virginia offers them

as investment options in its variable life

insurance and viable annuity contracts

or unless other alternative distribution

channels are found for them. Applicants

state that the substitutions proposed by

GNA would facilitate the distribution of

GNA Trust Fund and VIT shares by

consolidating duplicative Fund

offerings among GEIF, GNA Trust and

VIT and by transferring non-duplicative

GNA Trust and VIT Funds to GEIF. This

is because the consolidated Funds

would be larger than any of the

component Funds and because housing

all of the insurance Funds managed by

GEIM in a single corporate entity with

the ‘‘GE’’ name would enhance their

brand identity.

15. Applicants state that in addition

to the foregoing, the ultimate effect of

the proposed GNA substitutions would

be consolidate certain Fund offerings

under the GEIF umbrella and to transfer

other Funds to GEIF. Because GEIF is a

Virginia corporation, GNA Trust is a

Delaware Business Trust and VIT is a

Massachusetts Business Trust, GEIM

could achieve certain significant

administrative efficiencies by housing

all of the Funds in a single corporate

entity.

The Proposed Transactions

1. Applicants propose that Life of

Virginia carry out the following

substitutions of shares held by

corresponding investment subdivisions

of Account I, Account II, Account III

and Account 4: (1) shares of the GEIF

Money Market Fund for shares of VIPF’s

Money Market Portfolio; (2) share of the

GEIF Money Market Fund of shares of

Oppenheimer Money Fund; (3) shares of

the GEIF Income Fund for shares of the

GEIF Government Securities Fund; (4)

shares of the GEIF Income Fund for

shares of AMT’s Limited Maturity Bond

Portfolio: (5) shares of Oppenheimer

High Income Fund for shares of VIPF’s

High Income Portfolio; (6) shares of

VIPF’s Growth Portfolio for shares of

AMT’s Growth Portfolio; and (7) share

of the Balanced Portfolio of JAS for

shares of AMT’s Balanced Portfolio.

Where, after the proposed substitutions,

more than one investment subdivision

holds shares of a single Fund, Life of

Virginia intends to consolidate those

subdivisions.

2. Applicants propose that GNA carry

out the following substitutions of hares

held by corresponding sub-accounts of

the GNA Account: (1) shares of the GEIF

Income Fund for shares of GNA Trust’s

Adjustable Rate Portfolio; (2) shares of

the GEIF Income Fund for shares of

GNA Trust’s Government Portfolio; (3)

shares of the GEIF Income Fund for

shares of VIT’s Fixed Income Portfolio;

(4) shares of the GEIF Premier Growth

Fund for shares of GNA Trust’s Growth

Portfolio; (5) shares of the GEIF Value

Equity Fund for shares of GNA Trust’s

Value Portfolio; (6) share of the GEIF

International Equity Fund for shares of

VIT’s International Equity Portfolio; (7)

shares of the GEIF U.S. Equity Fund for

shares of VIT’s U.S. Equity Portfolio;

and (8) shares of GEIF’s Money Market

Fund for shares of VIT’s Money Market

Portfolio.

3. By supplements to the various

prospectuses for the Contracted and the

Accounts, all owners of the Contracts
62374 Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices

have been notified of Life of Virginia’s

and GNA’s intention to take the

necessary actions, including seeking the

order requested by the application, to

carry out the proposed substitutions.

The supplements for Accounts, I, II, III

and 4 advise Contract owners that from

the date of the supplement until the

date of the proposed substitution,

owners are permitted to make one

transfer of all amounts under a Contract

invested in any one of the affected

investment subdivisions of the date of

the supplement to another investment

subdivision other than one of the other

affected investment subdivision without

that transfer counting as the free transfer

permitted in a calendar month. The

supplements also inform Contracts

owners that Life of Virginia will not

exercise any rights reserved under any

Contract to impose additional

restrictions on transfers until at least 30

days after the proposed substitution.

The supplements for GNA Account

advise Contract owners that from the

date of the supplement until the date of

the proposed substitution, owners are

permitted to make one transfer of all

amounts under a Contract invested in

any one of the sub-accounts on the date

of the supplement to another subaccount without that transfer counting

as one of the six free transfers permitted

in a Contract year or certificate year.

The supplements also inform Contract

owners that GNA will not exercise any

rights reserved under any Contract to

impose additional restrictions on

transfers until at least 30 days after the

proposed substitution.

4. Applicants state that the proposed

substitutions will take place at relative

net asset value with no change in the

amount of any Contract owner’s contract

or accumulation value or death benefit

or in the dollar value off his or her

investment in any of the Accounts.

Contract owners will not incur any fees

or charges as a result of the proposed

substitutions nor will their rights or Life

of Virginia’s or GNA’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 Life of

Virginia or GNA. In addition, the

proposed substitutions will not impose

any tax liability on Contract owners.

The proposed substitutions will not

cause the Contract fees and charges

currently being paid by existing

Contract owners to be greater after the

proposed substitutions than before the

proposed substitutions. The proposed

substitutions will not, of course, be

treated as a transfer for the purpose of

assessing transfer charges or for

determining the number of remaining

permissible transfers in a calendar

month or Contract year (or certificate

year). Life of Virginia and GNA will not

exercise any right either may have

under the Contracts to impose

additional restrictions on transfers

under any of the Contracts for a period

of at least 30 days following the

proposed substitutions.

5. Applicants state that, within five

days after the proposed substitutions,

any Contract owners who were affected

by the substitution will be sent a written

notice informing them that the

substitutions were carried out and that

they may make one transfer of all

amounts under a Contract invested in

any one of the affected investment

subdivisions or subaccounts on the date

of the notice to another investment

subdivision or sub-account without the

transfer counting as one of any limited

number of transfers permitted in a

calendar month or Contract year (or

certificate year) or as one of a limited

number of transfers permitted in a

calendar month or Contract year (or

certificate year) free of charge. The

notice will also reiterate the fact that

Life of Virginia and GNA will not

exercise any rights reserved by either

under any of the Contracts to impose

additional restrictions on transfers until

at least 30 days after the proposed

substitutions. The notices will be

accompanied by a current GEIF

prospectus.

Applicants’ Legal Analysis

1. Applicants request an order

pursuant to Section 26(b) of the 1940

Act approving the proposed

substitutions. Section 26(b) 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) also provides that the

Commission will approve the

substitution if the evidence establishes

that the substitution is consistent with

the protection of investors and the

purposes fairly intended by the policy

and provisions of the 1940 Act.

2. Applicants submit that the

proposed substitutions are consistent

with the protection of investors and the

purposes fairly intended by the policy

and provisions of the 1940 Act and are

not the type of substitution which

Section 26(b) was designed to prevent.

Applicants state that, for Life of

Virginia, the consolidation of three

money market investment subdivisions

into one money market investment

subdivision, two high income

subdivisions into one high income

subdivision and two balanced

subdivisions into one balanced

subdivision is an appropriate way to

promote the likelihood that additional

new subdivisions will be added to

Accounts II, III, and 4 in the future that

better suit the needs of Contract owners.

Similarly the consolidation of two

relatively unpopular subdivisions with

a third new one, offers a new

subdivision while at the same time

making room for an additional new

subdivision in the future. Applicants

represent that (1) GEIF’s Money Market

fund has a substantially identical

investment objective to each of the

VIPF’s Money Market Portfolio and

Oppenheimer Money Market Fund that

it would replace; (2) Oppenheimer bond

Fund has investment objectives that are

similar to and compatible with those of

the Government Securities Portfolio and

Limited Maturity Bond Portfolios; (3)

Oppenheimer High Income Fund has an

investment objective that is compatible

with that of VIPF’s High Income

Portfolio; (4) Growth Portfolio of VIPF

and AMT’s Growth Portfolio share

similar investment objectives; and (5)

JAS Balanced Portfolio has an identical

investment objective to the Balanced

Portfolio of AMT.

3. Applicants state that, for GNA,

replacing certain GNA Trust and VIT

Funds with those of GEIF and

transferring others from GNA Trust or

VIT to GEIF is an appropriate way in

which to provide GNA Contract owners

with Funds that have future growth

potential. Applicants represent that the

GEIF Income Fund has an investment

objective that is similar to and

compatible with GNA Trust’s

Adjustable Rate Portfolio and

Government Securities Portfolio and

that each of the other GEIF Funds that

GNA proposes to substitute has an

investment objective (or objectives) that

is (or are) substantially identical to

those that they would replace. With

regard to GNA’s proposed substitutions

of shares of GEIF’s Money Market Fund,

Income Fund and International Equity

Fund, the corresponding sub-accounts

of GNA Account would immediately

become invested in substantially larger

Funds than those in which each subaccount is currently invested.

4. Applicants anticipate that Contract

owners will be at least as well off with

the proposed array of investment

subdivisions or sub-accounts offered

after the proposed substitutions as they

have been with the array of investment

subdivisions offered prior to the

substitutions. The proposed
Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices 62375

substitutions retain for Contract owners

the investment flexibility which is a

central feature of the Contracts. All

Contract owners will be permitted to

allocate purchase payments to and

transfer contract values or accumulation

values among and between the same

number of investment subdivisions or

sub-accounts as they could before the

proposed substitutions.

5. Applicants also request an order

pursuant to Section 17(b) of the 1940

Act exempting them and GEIF, GNA

Trust and VIT from the provisions of

Section 17(a) to the extent necessary to

permit GNA to carry out certain of the

substitutions of securities by redeeming

securities issued by GNA Trust and VIT

in-kind and using the redemption

proceeds to purchase securities issued

by GEIF. Section 17(a)(1) of the 1940

Act, in relevant part, prohibits any

affiliated person of a registered

investment company, or any affiliated

person of such person, acting as

principals, from knowingly selling any

security or other property to that

company. Section 17(a)(2) of the 1940

Act generally prohibits the persons

described above, acting as principal,

from knowingly purchasing any security

or other property from the registered

investment company.

6. Section 2(a)(3) of the 1940 Act

defines the term ‘‘affiliated person of

another person’’ in relevant part as:

(A) any person directly, or indirectly

owning, controlling, or holding with power

to vote, 5 per centum or more of the

outstanding voting securities of such other

person; (B) any person 5 per centum or more

of whose outstanding voting securities are

directly or indirectly owned, controlled, or

held with power to vote, by such person; (C)

any person directly or indirectly controlling,

controlled by, or under common control

with, such other person.

7. Applicants have concluded, as

more fully described in the application,

that GEIF, GNA Trust and VIT and the

Funds of each may be affiliated persons

of each other or affiliated persons of

affiliated persons of each other. Each

also may be an affiliated person of GNA

or an affiliated person of an affiliated

person of GNA. The proposed

substitutions by GNA, which may entail

the indirect purchase of shares of GEIF

Funds with portfolio securities of GNA

Trust and VIT Funds and the indirect

sale of portfolio securities of such Funds

for shares of GEIF Funds, therefore may

also entail the purchase or sale of such

securities by each of the Funds

involved, acting as principal, to one of

the other Funds and therefore may be in

contravention of Section 17(a). In

addition, the participation of GNA in

such purchase and sale transactions

could be viewed as entailing the

purchase of such securities from Funds

of GNA Trust and VIT and the sale of

such securities to Funds of GEIF by

GNA, acting as principal, and therefore

may be in contravention of Section

17(a).

8. Section 17(b) of the 1940 Act

provides that the Commission may,

upon application, grant an order

exempting any transaction from the

prohibitions of Section 17(a) if the

evidence establishes that: (a) 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; (b) the proposed

transaction is consistent with the policy

of each registered investment company

concerned, as recited in its registration

statement and reports filed under the

1940 Act; and (c) the proposed

transaction is consistent with the

general purposes of the 1940 Act.

9. Applicants submit that the terms of

the proposed substitutions by GNA,

including the consideration to be paid

and received, are reasonable and fair

and do not involve overreaching on the

part of any person concerned.

Applicants state that the transactions

will not cause owners’ interests under a

Contract to be diluted. Applicants also

state that the transactions will conform

with all but one of the conditions

enumerated in Rule 17a–7. The

proposed transactions will take place at

relative net asset value with no change

in the amount of any Contract owner’s

contract or accumulation value or death

benefit or in the dollar value of his or

her investment in any of the Accounts.

Even though GNA, GEIF, GNA Trust

and VIT may not rely on Rule 17a–7,

Applicants believe that the Rule’s

conditions outline the type of

safeguards that result in transactions

that are fair and reasonable to registered

investment company participants and

preclude overreaching in connection

with an investment company by its

affiliated persons. Each transaction will

be effected based upon (1) the

independent market price of the

portfolio securities valued as specified

in paragraph (b) of Rule 17a–7, and (2)

the net asset value per share of each

Fund involved valued in accordance

with the procedures disclosed in the

respective management company’s

registration statement and as required

by Rule 22c–1 under the 1940 Act.

10. Applicants also submit that the

proposed substitutions by GNA are

consistent with the policies of (1) GEIF

and of its Income Fund, Premier Growth

Fund, Value Equity Fund, International

Equity Fund, U.S. Equity Fund and

Money Market Fund; (2) GNA Trust and

its Adjustable Rate Portfolio,

Government Portfolio, Growth Portfolio

and Value Portfolio; and (3) VIT and its

Fixed Income Portfolio, International

Equity Portfolio, U.S. Equity Portfolio,

and Money Market Portfolio as recited

in the current registration statements

and reports filed under the 1940 Act.

11. Applicants submit that the

proposed substitutions are consistent

with the general purposes of the 1940

Act. The proposed transactions do not

present any of the conditions or abuses

that the 1940 Act was designed to

prevent.

Conclusion

Applicants assert that, for the reasons

summarized above, the terms of the

proposed substitutions and related

transactions meet the standards set forth

in Sections 26(b) and 17(b) of the 1940

Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–30572 Filed 11–20–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26778]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

November 14, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

December 8, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the