[Federal Register Volume 62, Number 225 (Friday, November 21, 1997)]
[Notices]
[Pages 62372-62375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-30572]


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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.

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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

[[Page 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 cost-effective 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 
thirty-four 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

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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 sub-account 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 sub-
account 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

[[Page 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