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.
62370 Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices

1ZKI is investment manager for the following

Funds under Existing Advisory Agreements: KTEC,

KTRF, KGF, KSCF, KICSPF, KNTIS, KDIF, KHYS,

KGSF, KIF, KSTIS, KP, KARGF, KBCF, KGIF,

KVGF, KQEF, KAGF, KAGGF, KHF, KEUF, KTEF,

KHI, KGT, KMM, KTF, KSM, GSP, KST, CEF,

TECMF, ICT, CAT, IMCF, INFS, KIBF, ZMF and

ZYMF. ZKVA is investment manager for KVF and

two series of INFS. Under agreements with ZKI,

ZKVA is subadviser to KHF, KVGF and certain

series of INFS. Under agreements with ZKI, Zurich

Investment Management Limited, an indirect

subsidiary of Zurich Insurance Company (‘‘ZIML’’),

is subadviser to KEUF, KTEF, KHF, KTEC, KTRF,

KGF, KSCF, KICPF, KDIF, KHYS, KIF, KBCF, KGIF,

KVGF, KQEF, KAGF, KAGGF, KHI, KGT, KMM,

KST, GSP, certain series of INFS and KIBF.

In each of the foregoing cases, whether acting as

investment manager, investment adviser, or

subadviser, each Adviser and ZIML is acting as an

investment adviser within the meaning of section

2(a)(20) of the Act, and serves as investment

manager, investment adviser or subadviser under a

contract subject to section 15 of the Act.

2Subsequent to the execution of the Transaction

Agreement, Zurich agreed to cause ownership of

ZIML to be transferred by Zurich to SKI. In

addition, as a wholly owned subsidiary of ZKI,

ZKVA will become part of SKI.

3Except for KSCF and KAGGF, the management

fee under the New Advisory Agreements will be

paid at the end of each month and will be

computed as 1⁄12 of the applicable annual rate based

upon the average daily net assets (weekly net assets

SUMMARY OF APPLICATION: Applicants

seek an order to permit the

implementation, without shareholder

approval, of new investment advisory

agreements between Zurich Kemper

Investments, Inc. (‘‘ZKI’’) and Zurich

Kemper Value Advisors, Inc. (‘‘ZKVA’’)

(collectively, the ‘‘Advisers’’), and the

Funds (as defined below) (the ‘‘New

Advisory Agreements’’) for a period of

up to 120 days following the date of

consummation of a merger and until

each New Advisory Agreement receives

shareholder approval (but in no event

later than April 30, 1998) (the ‘‘Interim

Period’’). The order also would permit

the Advisers to receive all fees earned

under the New Advisory Agreements

during the Interim Period following

shareholder approval.

APPLICANTS: ZKI; ZKVA; Scudder,

Stevens & Clark, Inc. (‘‘Scudder’’);

Kemper Technology Fund (‘‘KTEC’’),

Kemper Total Return Fund (‘‘KTRF’’),

Kemper Growth Fund (‘‘KGF’’), Kemper

Small Capitalization Equity Fund

(‘‘KSCF’’), Kemper Income and Capital

Preservation Fund (‘‘KICPF’’), Kemper

National Tax-Free Income Series

(‘‘KNTIS’’), Kemper Diversified Income

Fund (‘‘KDIF’’), Kemper High Yield

Series (‘‘KHYS’’), Kemper U.S.

Government Securities Fund (‘‘KGSF’’),

Kemper International Fund (‘‘KIF’’),

Kemper State Tax-Free Income Series

(‘‘KSTIS’’), Kemper Portfolios (‘‘KP’’),

Kemper Adjustable Rate U.S.

Government Fund (‘‘KARGF’’), Kemper

Blue Chip Fund (‘‘KBCF’’), Kemper

Global Income Fund (‘‘KGIF), Kemper

Value Plus Growth Fund (‘‘KVGF’’),

Kemper Quantitative Equity Fund

(‘‘KQEF’’), Kemper Asian Growth Fund

(‘‘KAGF’’), Kemper Aggressive Growth

Fund (‘‘KAGGF’’), Zurich Money Funds

(‘‘ZMF’’), Zurich YieldWise Money

Fund (‘‘ZYMF’’), Cash Equivalent Fund

(‘‘CEF’’), Tax-Exempt California Money

Market Fund (‘‘TECMF’’), Investors

Cash Trust (‘‘ICT’’), Investors Municipal

Cash Fund (‘‘IMCF’’), Cash Account

Trust (‘‘CAT’’), Kemper Value Fund,

Inc. (‘‘KVF’’), Kemper Horizon Fund

(‘‘KHF’’), Kemper Europe Fund

(‘‘KEUF’’), Kemper Target Equity Fund

(‘‘KTEF’’), Kemper High Income Trust

(‘‘KHI’’), Kemper Intermediate

Government Trust (‘‘KGT’’), Kemper

Municipal Income Trust (‘‘KTF’’),

Kemper Multi-Market Income Trust

(‘‘KMM’’), Kemper Strategic Municipal

Income Trust (‘‘KSM’’), The Growth

Fund of Spain, Inc. (‘‘GSP’’), Kemper

Strategic Income Fund (‘‘KST’’),

Investors Fund Series (‘‘INFS’’) and

Kemper International Bond Fund

(‘‘KIBF’’) (each a ‘‘Fund’’, collectively

the ‘‘Funds’’).

FILING DATES: The application was filed

on November 5, 1997. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

included in this notice.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

December 8, 1997, and should be

accompanied by proof of service on

applicants in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicants: Funds & ZKI, 222 South

Riverside Plaza, Chicago, Illinois 60606;

ZKVA, 280 Park Avenue, New York, NY

10017; Scudder, 345 Park Avenue, New

York, NY 10154.

FOR FURTHER INFORMATION CONTACT: John

K. Forst, Attorney Advisor, at (202) 942–

0569, or Mary Kay Frech, Branch Chief,

at (202) 942–0564 (Office of Investment

Company Regulation, Division of

Investment Management).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch, 450 Fifth

Street, N.W., Washington, D.C. 20549

(tel. 202–942–8090).

Applicants’ Representations

1. Scudder is an investment adviser

registered under the Investment

Advisers Act of 1940 (the ‘’Advisers

Act’’). The Funds are registered as openend or closed-end investment

companies under the Act. The Advisers

are investment advisers registered under

the Advisers Act and serve in the

capacity of investment manager,

investment adviser, or subadviser to at

least one of the Funds or a series of the

Funds under advisory agreements (the

‘‘Existing Advisory Agreements’’).1

Zurich Insurance Company (‘‘Zurich’’)

is the indirect parent of ZKI. ZKVA is

a wholly-owned subsidiary of ZKI.

2. On June 26, 1997, Zurich, ZKI

Holding Corp., ZKI, Scudder and the

representatives of the beneficial owners

of the capital stock of Scudder entered

into a transaction agreement (the

‘‘Transaction Agreement’’), under which

Zurich will become the majority

stockholder in Scudder, and ZKI will

become a wholly-owned subsidiary of,

or be combined with, Scudder (the

‘‘Transaction’’). Upon completion of the

Transaction, Scudder will change its

name to Scudder Kemper Investments,

Inc. (‘‘SKI’’).2 Applicants expect

consummation of the Transaction on

December 5, 1997.

3. Applicants believe that the

Transaction will result in an assignment

of the Existing Advisory Agreements

and that the Existing Advisory

Agreements will terminate by their

terms on the closing date of the

Transaction. Applicants request an

exemption to permit (i) implementation,

during the Interim Period, prior to

obtaining shareholder approval, of the

New Advisory Agreements, and (ii) the

Advisers to receive from each Fund,

upon approval of that Fund’s

shareholders of the New Advisory

Agreement, any and all fees earned

under the related New Advisory

Agreement during the applicable

Interim Period. Applicants represent

that the New Advisory Agreements will

have substantially the same terms and

conditions as the Existing Advisory

Agreements, except for the effective

dates. Applicants state that each Fund

should receive, during the Interim

Period, the same advisory services,

provided in the same manner and at the

same fee levels, by substantially the

same personnel as it received prior to

the Transaction.3
Federal Register / Vol. 62, No. 225 / Friday, November 21, 1997 / Notices 62371

in the case of KHI, KGT, KTF, KMM, KSM, GSP and

KST) for such month; whereas under the Existing

Advisory Agreements, the management fee is paid

at the end of each month and is computed at the

annual rate based upon the average daily net assets

(weekly net assets in the case of KHI, KGT, KTF,

KMM, KSM, GSP and KST). While the annual rates

are the same under the New Advisory Agreements

and the Existing Advisory Agreements, depending

upon the level of net assets at any time, the fees

may differ. However, if at any time during the

Interim Period, the fees payable under the New

Advisory Agreements are greater than those that

would have been payable under the Existing

Advisory Agreements, the excess amount shall be

waived. For KSCF and KAGGF, the management fee

will continue on the same basis as under the

Existing Advisory Agreements as if there were no

termination of the Existing Advisory Agreements.

4. The board of trustees or directors,

as the case may be, of each Fund

(‘‘Board’’) met on one or more dates

between June 30, 1997 and September

20, 1997 to consider the Transaction

and its anticipated effects upon the

investment management and other

services provided to the Funds by the

Advisers and their affiliates. The Board

members who are not ‘‘interested

persons’’ of the Funds as that term is

defined in section 2(a)(19) of the Act

(‘‘Independent Trustees’’) also met

separately with counsel on a number of

occasions to discuss the Transaction. On

September 15, 1997 and September 20,

1997, the Boards, including the

Independent Trustees, voted

unanimously in accordance with section

15(c) of the Act to approve the New

Advisory Agreements and to

recommend them to shareholders for

their approval.

5. Proxy materials for the

shareholders meetings relating to the

New Advisory Agreements were mailed

by the Funds on or about October 22,

1997. Applicants state that it is possible

that shareholders of each of the Funds

will approve the New Advisory

Agreements at the shareholders

meetings expected to be held on

December 3, 1997. Applicants note,

however, that it may be necessary to

adjourn a meeting to permit additional

shareholders to vote their shares.

6. Applicants propose to enter into an

escrow arrangement with an unaffiliated

financial institution. The fees payable to

the Advisers during the Interim Period

under the New Advisory Agreements

will be paid into an interest-bearing

escrow account maintained by the

escrow agent. The escrow agent will

release the amounts held in the escrow

account (including any interest earned):

(a) to the applicable Adviser only upon

approval of the Funds’ shareholders of

the relevant New Advisory Agreement;

or (b) to the relevant Fund if the Interim

Period has ended and its New Advisory

Agreement has not received the

requisite shareholder approval. Before

any such release is made, the Funds’

Boards would be notified.

Applicants’ Legal Analysis

1. Section 15(a) of the Act provides,

in pertinent part, that it is unlawful for

any person to serve as an investment

adviser to a registered investment

company, except pursuant to a written

contract that has been approved by the

vote of a majority of the outstanding

voting securities of the investment

company. Section 15(a) further requires

that the written contract provide for its

automatic termination in the event of its

‘‘assignment.’’ Section 2(a)(4) of the Act

defines the term ‘‘assignment’’ to

include any direct or indirect transfer of

a contract by the assignor, or of a

controlling block of the assignor’s

outstanding voting securities by a

security holder of the assignor.

2. Applicants state that the

Transaction will be deemed to result in

an assignment of the Existing Advisory

Agreements and, therefore, their

termination upon consummation of the

Transaction.

3. Section 6(c) provides that the SEC

may exempt any person, security, or

transaction from any provision of the

Act, if and to the extent that such

exemption 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. Applicants

believe that the requested relief meets

this standard.

4. Applicants submit that it is in the

best interests of shareholders to have

sufficient time to consider and return

proxies and to hold shareholder

meetings. Applicants also believe it is

desirable to close the Transaction as

soon as possible.

5. Applicants believe that the

requested relief is necessary to permit

continuity of investment management

services for the Funds during the

Interim Period. Applicants also believe

that the Interim Period would facilitate

the orderly and reasonable

consideration of the New Advisory

Agreements with respect to those Funds

whose shareholders have not voted in

sufficient numbers by the date of the

shareholders meeting.

6. Applicants submit that the scope

and quality of services provided to the

Funds during the Interim Period will

not be diminished. The New Advisory

Agreements would be substantially the

same as the Existing Advisory

Agreements, except for their effective

dates. Applicants submit that they are

not aware of any material changes in the

personnel who will provide investment

management services during the Interim

Period. Accordingly, the Funds should

receive, during the Interim Period, the

same advisory services, provided in the

same manner, at the same fee levels, by

substantially the same personnel as they

received before the Transaction.

7. Applicants submit that to deprive

the Advisers of their customary fees

during the Interim Period would be

unduly harsh and unreasonable.

Applicants emphasize that the fees

payable to the Advisers have been

approved by the Boards, including a

majority of the Independent Trustees, in

accordance with their fiduciary and

other obligations under the Act, and that

such fees will not be released by the

escrow agent without the approval of

the respective Fund’s shareholders.

Applicants’ Conditions

Applicants agree as conditions to the

issuance of the exemptive order

requested by the application that:

1. The New Advisory Agreements to

be implemented during the Interim

Period will have substantially the same

terms and conditions as the Existing

Advisory Agreements, except for the

effective dates.

2. Fees earned by an Adviser in

respect of the New Advisory

Agreements during the Interim Period

will be maintained in an interestbearing escrow account, and amounts in

the account (including interest earned

on such amounts) will be paid (a) to an

Adviser in accordance with the New

Advisory Agreements, after the requisite

shareholder approvals are obtained, or

(b) to the respective Fund, in the

absence of such approval with respect to

such Fund.

3. The Funds will hold a meeting of

shareholders to vote on approval of the

New Advisory Agreements on December

3, 1997, or within the 120-day period

following the consummation of the

Transaction (but in no event later than

April 30, 1998).

4. Zurich or its affiliates will bear the

costs of preparing and filing the

application, and any costs relating to the

solicitation of approval of the Funds’

shareholders necessitated by the

consummation of the Transaction.

5. The Advisers will take all

appropriate steps so that the scope and

quality of advisory and other services

provided to the Funds during the

Interim Period will be at least

equivalent, in the judgment of the

Boards, including a majority of the

Independent Trustees, to the scope and

quality of services previously provided.

If personnel providing material services

during the Interim Period change

materially, the Advisers will apprise
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