[Federal Register Volume 65, Number 218 (Thursday, November 9, 2000)]
[Notices]
[Pages 67426-67435]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-28794]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-24728; File No. 812-12068]


National Life Insurance Company, et al.; Notice of Application

November 3, 2000.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of Application for an order under the Investment Company

[[Page 67427]]

Act of 1940 (the ``Act'') approving certain substitutions of securities 
and an order of exemption pursuant to Section 17(b) of the Act from 
Section 17(a) of the Act.

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    Summary of Application: Applicants seek an order approving the 
substitution of securities issued by certain management investment 
companies (each a ``Management Company'') and held by either the 
Annuity Account or the Life Account (each, an ``Account,'' together, 
the ``Accounts'') to support variable annuity contracts or variable 
life insurance contracts (collectively, the ``Contracts'') issued by 
NLIC. Applicants also seek an order of the Commission pursuant to 
Section 17(b) of the Act exempting them, Market Street Fund, Inc. 
(``MSF'') and sentinel Variable Products Trust (``SVPT''), and certain 
investment portfolios of each (each, a ``Portfolio'' or ``Fund,'' as 
appropriate), from Section 17(a) of the Act to the extent necessary to 
permit NLIC to carry out certain of the above-referenced substitutions 
of securities by redeeming shares issued by MSF in kind and using the 
proceeds to purchase shares issued by SVPT.
    Applicants: National Life Insurance Company (``NLIC''), National 
Variable Annuity Account II (``Annuity Account''), and National 
Variable Life Insurance Account (``Life Account'').
    Filing Date: The application was filed on April 20, 2000, and was 
amended and restated on November 3, 2000.
    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 November 24, 2000, 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, N.W., Washington, D.C. 20549. Applicants, c/o D. Russell 
Morgan, Esq., National Life Insurance Company, National Life Drive, 
Montpelier, VT 05604.

FOR FURTHER INFORMATION CONTACT: Keith A. O'Connell, Senior Counsel, 
Office of Insurance Products, Division of Investment Management, at 
(202) 942-0670.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application is available for a fee from the 
Commission's Public Reference Branch, 450 Fifth Street, N.W., 
Washington, D.C. 20549-0102 (telephone (202) 942-8090).

Applicants' Representations

    1. NLIC is a stock life insurance company, all of the outstanding 
stock of which is indirectly owned by National Life Holding Company, a 
mutual insurance holding company, established under Vermont law in 
1999. NLIC is authorized to transact life insurance and annuity 
business in Vermont and in 50 other jurisdictions. As of December 31, 
1999, NLIC had consolidated assets of approximately $10 billion. For 
purposes of the Act, NLIC is the depositor and sponsor of the Annuity 
Account and the Life Account as those terms have been interpreted by 
the Commission with respect to variable life insurance and variable 
annuity separate accounts. Each Account is a ``separate account'' as 
defined by Rule 0-1(e) under the 1940 Act, and is registered with the 
commission as an unit investment trust.
    2. The Annuity Account is divided into twenty-seven subaccounts. 
Each subaccount invests exclusively in a Fund of one of eleven series-
type Management Companies. The assets of the Annuity Account support 
variable annuity Contracts, and interests in the Account offered 
through each Contracts have been registered under the Securities Act of 
1933 (the ``1933 Act'') on Form N-4.
    3. The Life Account is divided into forty-eight subaccounts. Each 
subaccount invests exclusively in shares representing an interest in a 
separate corresponding Fund of one of eight series-type Management 
Companies. The assets of the Life Account support variable life 
insurance Contracts, and interests in this Account offered through such 
Contracts have been registered under the 1933 Act on Form S-6.
    4. MSF is registered under the Act as an open-end diversified 
management investment company. MSF is a series investment company as 
defined by Rule 18f-2 under the Act and currently comprises twelve 
Portfolios. MSF issues a separate series of shares of stock in 
connection with each Portfolio and has registered these shares under 
the 1933 Act on Form N-1A. Providemutual Investment Management Company 
(``PIMC'') serves as investment adviser to the MSF International 
Portfolio and The Boston Company Asset Management, Inc. serves as its 
subadviser. Sentinel Advisors Company serves as investment adviser to 
the MSF Growth Portfolio, Sentinel Growth Portfolio, Aggressive Growth 
Portfolio and Money Market Portfolio.
    The investment objective of the International Portfolio is long-
term growth of capital primarily through investments in a diversified 
portfolio of marketable equity securities of established foreign 
corporate issuers and companies organized in the U.S. but having their 
principal activities and interests outside the U.S. This Portfolio also 
may invest in securities of other foreign issuers such as foreign 
governments or agencies or instrumentalities of foreign governments.
    The investment objective of the Growth Portfolio is intermediate 
and long-term growth of capital. A reasonable level of income is an 
important secondary objective. This Portfolio invests primarily in 
common stocks of companies that its investment adviser believes offer 
above-average intermediate and long-term growth potential. The 
Portfolio purchases securities only of companies that have profitable 
operations and an annual minimum level of sales or revenues of at least 
$50 million.
    The investment objective of the Sentinel Growth Portfolio is long-
term growth of capital through equity participation in companies having 
growth potential believed by its investment adviser to be more 
favorable than the U.S. economy as a whole, with a focus on relatively 
well-established companies.
    The investment objective of the Aggressive Growth Portfolio is to 
seek a high level of long-term capital appreciation. This Portfolio 
invests primarily in securities of companies in new or emerging 
industries and securities of small capitalization companies and/or 
unseasoned companies.
    The investment objective of the Money Market Portfolio is maximum 
current income consistent with capital preservation and liquidity. This 
Portfolio invests exclusively in dollar-denominated money market 
instruments that present minimal credit risks.
    5. SVPT is registered under the Act as an open-end diversified 
management investment company. SVPT is a series investment company as 
defined by Rule 18f-2 under the Act and currently comprises five Funds. 
SVPT will issue a separate series of shares of beneficial interest in 
connection with each Fund and has registered these shares under the 
1933 Act on Form N-1A. National

[[Page 67428]]

Life Investment Management Company, Inc. will serve as investment 
adviser to each of the Funds.
    The investment objective of the Sentinel Variable Products Common 
Stock Fund is to seek a combination of growth of capital, current 
income, growth of income and relatively low risk as compared with the 
stock market as a whole. This Fund invests mainly in a diverse group of 
common stocks of well-established companies, most of which pay regular 
dividends. The Fund's investment adviser tries to select stocks of 
leading companies that are financially strong and are selling at 
attractive prices in relation to their values.
    The investment objective of Sentinel Variable Products Mid Cap 
Growth Fund is growth of capital, by focusing its investments on common 
stock of mid-sized growing companies. The Fund invests in securities of 
issuers that its investment adviser believes have favorable growth 
potential with attractive pricing in relation to this growth potential 
as well as experienced and capable management. The Fund invests at 
least 65% of its assets in stocks whose market capitalization is within 
the range of these comprising the Standard & Poor's 400 Midcap Index.
    The investment objective of Sentinel Variable Products Small 
Company Fund is growth of capital, by investing mainly in common stocks 
of small and medium companies that its investment adviser believes have 
attractive growth potential and are attractively valued. The Fund 
invests at least 65% of its assets in stocks of companies with market 
capitalizations of less than $2 billion, and the median market 
capitalization of the Fund's holdings is less than $1 billion.
    The investment objective of Sentinel Variable Products Money Market 
Fund is to seek as high a level of current income as is consistent with 
stable principal values an liquidity by investing exclusively in 
dollar-denominated money market instruments, including U.S. government 
securities, bank obligations, repurchase agreements, commercial paper, 
and other corporate debt obligations.
    6. Goldman Sachs Variable Insurance Trust (``GSVIT''). GSVIT is 
registered under the Act as an open-end diversified management 
investment company. GSVIT is a series investment company as defined by 
Rule 18f-2 under the Act and currently comprises nine funds. GSVIT 
issues a separate series of shares of beneficial interest in connection 
with each fund and has registered these shares under the 1933 Act on 
Form N-1A. Goldman Sachs Asset Management International, an affiliate 
of Goldman, Sachs & Co., serves as investment adviser to the GSVIT 
International Equity Fund and Goldman Sachs Asset Management, a unit of 
the Investment Management Division of Goldman, Sachs & Co., serves as 
investment adviser to the other GSVIT funds whose shares are held by 
the Accounts.
    The investment objective of the International Equity Fund is long-
term capital appreciation. Under normal circumstances, the Fund invests 
substantially all, and at least 65% of its total assets in equity 
securities of companies that are organized outside the U.S. or whose 
securities are primarily traded outside the U.S. The Fund may allocate 
its assets among countries selected by its investment adviser, provided 
that its assets are invested in at least three foreign countries. The 
Fund expects to invest a substantial portion of its assets in the 
securities of issuers located in the developed countries of Western 
Europe and in Japan.
    The investment objective of the Global Income Fund is high total 
return emphasizing current income. The Fund invests primarily in high 
quality fixed-income securities of U.S. and foreign issuers and enters 
into transactions in foreign currency. Under normal market conditions, 
the Fund has at least 30% of its total assets denominated in U.S. 
dollars and invests in at least three countries. Except for issuers 
located in Canada, Germany, Japan, the United Kingdom, and the U.S., 
not more than 25% of the Fund's total assets is invested in securities 
of issuers in any single country.
    The investment objective of the CORE Small Cap Entity Fund is long-
term growth of capital. The Fund seeks this objective through a broadly 
diversified portfolio or equity securities of U.S. issuers that are 
included in the Russell 2000 Index at the time of investment. Under 
normal circumstances, the Fund invests at least 90% of its total assets 
in equity securities of U.S. issuers, including foreign issuers whose 
securities are traded in the U.S.
    The investment objective of the Mid Cap Value Fund is long-term 
capital appreciation. Under normal circumstances, the Fund invests 
substantially all of its assets in equity securities and at least 65% 
of its total assets in equity securities of mid-cap companies with 
public stock market capitalizations within the range of market 
capitalizations of companies comprising the Russell Midcap Index at the 
time of investment. The Fund also may invest up to 25% of its total 
assets in foreign securities, including securities of issuers in 
emerging countries and securities quoted in foreign currencies.
    7. Fidelity Variable Insurance Products Fund and Fidelity Variable 
Insurance Products Fund II (together, ``FVIP''). Fidelity Variable 
Insurance Products Fund and Fidelity Variable Insurance Products Fund 
II are each registered under the Act as an open-end diversified 
management investment company. Each also is a series investment company 
as defined by Rule 18f-2 under the Act and issues a separate series of 
shares of beneficial interest in connection with each Portfolio and has 
registered these shares under the 1933 Act on Form N-1A. Fidelity 
Management & Research Company serves as investment adviser to the FVIP 
Investment Grade Bond Portfolio and Overseas Portfolio.
    The investment objective of FVIP Investment Grade Bond Portfolio is 
to seek as high a level of current income as is consistent with the 
preservation of capital. The Portfolio normally invests its assets in 
U.S. dollar-denominated investment-grade bonds. The Portfolio's 
investment adviser manages it to have similar overall interest rate 
risk to the Lehman Brothers Aggregate Bond Index. The investment 
adviser allocates the Portfolio's assets among different market sectors 
and different maturities based on its view of the relative value of 
each sector or maturity.
    The investment objective of FVIP Overseas Portfolio is long-term 
growth of capital. The Portfolio invests at least 65% of its total 
assets in foreign securities. It invests primarily in common stocks.
    8. Van Eck Worldwide Insurance Trust (``VEWIT''). VEWIT is 
registered under the Act as an open-end diversified management 
investment company. VEWIT is a series investment company as defined by 
Rule 18f-2 under the Act and currently comprises four Funds. VEWIT 
issues a separate series of shares of beneficial interest in connection 
with each Fund and has registered these shares under the 1933 Act on 
Form N-1A. Van Eck Associates Corporation serves as investment adviser 
to the VEWIT Worldwide Bond.
    The investment objective of the Worldwide Bond Fund is high total 
return by investing globally, primarily in a variety of debt 
securities. The Fund's assets generally consist of debt securities 
rated B or better by Standard & Poor's or Moody's Investor's Service, 
but it may hold up to 25% of its assets in lower-rated debt issued by 
governments or government agencies. The Fund's investment adviser 
expects

[[Page 67429]]

the Fund's average maturity to range from three to ten years. There is 
no limit on the amount that the Fund may invest in one country or in 
securities denominated in a single currency. Under normal conditions, 
the Fund's assets will be invested in at least three countries other 
than the U.S.
    9. American Century Variable Portfolios, Inc. (``ACVP''). ACVP is 
registered under the Act as an open-end diversified management 
investment company. ACVP is a series investment company as defined by 
Rule 18f-2 under the Act and currently comprises six Funds. ACVP issues 
a separate series of shares of stock in connection with each Fund and 
has registered these shares under the 1933 Act on Form N-1A. American 
Century Investment Management, Inc. serves as investment adviser to the 
ACVP Value Fund.
    The investment objective of the ACVP Value Fund is long-term 
growth. Income is a secondary objective. The Fund's investment adviser 
seeks for the Fund stocks of medium to large companies that it believes 
are undervalued at the time of purchase. The investment adviser follows 
a value strategy that looks for companies that are temporarily out of 
favor in the market.
    10. The Contracts are flexible premium variable life insurance 
contracts and individual flexible premium deferred variable annuity 
contracts. Under each of the Contracts, NLIC reserves the right to 
substitute shares of one Fund or Portfolio for shares of another, 
including a Fund or Portfolio of a different Management Company.
    11. Under the variable life insurance Contracts, a Contract owner 
may make unlimited transfers of accumulated value in a Contract year 
between and among the subaccounts of the relevant Account and NLIC's 
general account. Currently there is no charge for transfers; however, 
NLIC reserves the right to assess a $25 charge for each transfer in 
excess of twelve in any Contract year. Under the variable annuity 
Contracts, a Contract owner may make unlimited transfers of contract 
value between and among the subaccounts of the relevant Account and 
NLIC's general account. Currently there is no charge for transfers, 
however, NLIC reserves the right to assess a $25 charge for each 
transfer in excess of twelve in any Contract year.
    12. NLIC, on its behalf and on behalf of the Accounts, proposes to 
make the following substitutions of shares held in those Accounts: (1) 
Shares of SVPT Common Stock Fund for shares of MSF Growth Portfolio, 
(2) shares of SVPT Mid Cap Growth Fund for shares of MSF Sentinel 
Growth Portfolio, (3) shares of SVPT Small Company Fund for shares of 
MSF Aggressive Growth Portfolio, (4) shares of FVIP Overseas Portfolio 
for shares of MSF International Portfolio, (5) shares of SVPT Money 
Market Fund for shares of MSF Money Market Portfolio, (6) shares of 
FVIP Investment Grade Bond Portfolio for shares of VEWIT Worldwide Bond 
Fund, (7) shares of FVIP Overseas Portfolio for shares of GSVIT 
International Equity Fund, (8) shares of FVIP Investment Grade Bond 
Portfolio for shares of GSVIT Global Income Fund, (9) shares of SVPT 
Small Company Fund for shares of GSVIT CORE Small Cap Equity Fund, and 
(10) shares of ACVP Value Portfolio for shares of GSVIT Mid Cap Value 
Fund. NLIC believes that by making the proposed substitutions in each 
of the Accounts, they can better serve the interests of owners of the 
Contracts.
    13. Proposed substitution of shares of SVPT Common Stock Fund for 
shares of MSF Growth Portfolio, shares of SVPT Mid Cap Growth Fund for 
shares of MSF Sentinel Growth Portfolio, shares of SVPT Small Company 
Fund for shares of MSF Aggressive Growth Portfolio, shares of FVIP 
Overseas Portfolio for shares of MSF International Portfolio, and 
shares of SVPT Money Market Fund for shares of MSF Money Market 
Portfolio. Sentinel Advisors Company (``SAC'') serves as the investment 
manager and adviser to the MSF Growth Portfolio, Sentinel Growth 
Portfolio, Aggressive Growth Portfolio and Money Market Portfolio. SAC 
is a general partnership owned and controlled by four entities: (1) 
National Retirement Plan Advisors, Inc., an indirect wholly-owned 
subsidiary of NLIC, (2) Providentmutual Management Co., Inc., an 
indirect wholly-owned subsidiary of Provident Mutual Life Insurance 
Company (``PMLIC''), (3) HTK of Delaware, Inc., a wholly-owned 
subsidiary of The Penn Mutual Life Insurance Company (``Penn Mutual''), 
and (4) Sentinel Management Company (a partnership of wholly-owned 
subsidiaries of NLIC, PMLIC and Penn Mutual), which is SAC's managing 
general partner. NLIC, PMLIC and Penn Mutual are not affiliated persons 
of each other. Although a joint venture among the three principal 
controlling parties (NLIC, PMLIC and Penn Mutual) who each maintain a 
financial interest in SAC, SAC's officers and investment personnel are 
all employees of NLIC or its affiliates. The ownership percentages of 
the partners fluctuate as a function of the assets (managed by SAC) 
contributed by each partner. As of December 31, 1999, the percentages 
were: NLIC, 62.238%, PMLIC, 33.924%; and Penn Mutual, 3.839%. SAC is 
located at NLIC's premises, in Montpelier, Vermont.
    14. PIMC, an indirect wholly-owned subsidiary of PMLIC, serves as 
the investment manager and adviser of the MSF International Portfolio. 
PIMC has engaged The Boston Company Asset Management, Inc. as an 
investment subadviser to carry out day-to-day portfolio management. 
PIMC also serves as the investment manager and adviser to five other 
MSF investment portfolios that are not used by NLIC as investment 
options in any of its variable life insurance or annuity contracts and 
which would not be involved in the proposed substitutions.
    15. PMLIC and NLIC have discussed the possibility of ending their 
joint use of MSF as an investment vehicle for both companies' variable 
life insurance and variable annuity contracts (including the 
Contracts). NLIC has determined that the manner of accomplishing this 
separation which would involve the least confusion and disruption to 
owners of the Contracts would be for it to substitute shares of new 
Funds or Portfolios for those of MSF Portfolios held by the Accounts. 
Once the Accounts no longer held shares of MSF's Growth Portfolio, 
Sentinel Growth Portfolio, Aggressive Growth Portfolio and Money Market 
Portfolio, SAC would be willing to step down as investment manager and 
adviser to MSF. Applicants assert that this would permit MSF to make 
whatever new investment management arrangements (and related changes, 
if any, in Portfolio investment policies) it desires for PMLIC contract 
owners invested in the foregoing Portfolios and would avoid the 
possibility that MSF may propose changes which NLIC and PMLIC could not 
agree on. The Applicants state that such a disagreement could create 
unnecessary expense and confusion for owners of both the Contracts and 
PMLIC contracts, and could result in one or more material 
irreconcilable conflicts between the interests of Contract owners and 
owners of PMLIC contracts.
    16. The Applicants state that except for the Sentinel Growth 
Portfolio, most of the assets in these Portfolios belong to owners of 
variable annuity and variable life insurance contracts issued by PMLIC 
and its affiliates and only small portions of each consist of assets 
beneficially owned by owners of the Contracts.
    17. NLIC believes that most of the owners of the Contracts wanted 
(and still want) to invest in Funds managed

[[Page 67430]]

or advised by SAC or an affiliate organization or, failing that, in 
Funds or Portfolios selected by NLIC and over which NLIC has some 
influence. To facilitate what it believes are the desires of Contract 
owners, NLIC asked National Life Investment Management Company, Inc. 
(``NLIMC'') to create SVPT with the four Funds that it proposes to 
substitute for the MSF Growth, Sentinel Growth, Aggressive Growth and 
Money Market Portfolios. The Applicants state that these Funds are 
designed to be substantially identical to the MSF Portfolios that they 
would replace. The investment objectives are substantially the same. 
Although the investment policies of the Funds (other than the Money 
Market Fund) are articulated somewhat differently than those of their 
MSF counterparts, NLIMC intends to manage the Funds exactly as SAC has 
managed the MSF Portfolios. Indeed, in recent years, SAC generally 
managed each of these MSF Portfolios in tandem with a Sentinel Fund of 
the same type; each of the four Funds has identical investment 
objectives and policies as those of the appropriate corresponding 
Sentinel Fund.
    18. NLIC believes that the four proposed SVPT Funds will have 
investment performance substantially similar to that which the 
corresponding MSF Portfolio would have had if SAC had continued to 
manage the corresponding MSF Portfolios. Projected expense levels for 
the SVPT Funds are the same as those experienced in recent years by the 
MSF Portfolios because each will be capped by NLIC for two years at 
levels equal to the percentage expense levels experienced by its 
corresponding MSF Portfolio for the 1999 Fiscal year. Likewise, the 
management fee rates (including breakpoints) of each SVPT Fund are the 
same as that of its corresponding MSF Portfolio (for the SVPT Small 
Company Fund, the corresponding rates will be those of the MFS 
Aggressive Growth Portfolio). Accordingly, the expense limits for the 
SVPT Funds for a period of 24 months following the date of the 
substitution are as follows:

------------------------------------------------------------------------
                                                               Expense
                       SVPT portfolio                           limit
                                                              (percent)
------------------------------------------------------------------------
SVPT Common Stock Fund.....................................          .48
SVPT Mid Cap Growth Fund...................................          .71
SVPT Small Company Fund....................................          .57
SVPT Money Market Fund.....................................          .40
------------------------------------------------------------------------

    In addition, for those Contract owners who were Contract owners on 
the date of the substitution, NLIC will not increase Account or 
Contract expenses for a period of 24 months following the date of the 
substitution. Also, NLIC believes it likely that most or all of the MSF 
Portfolios will experience increases in expense levels in the 
foreseeable future. Moreover, NLIMC expects to earn lower profits 
managing the Funds than it derived from its share of SAC's profits from 
managing the corresponding MSF Portfolios. Thus, Applicants assert that 
NLIC is not proposing to substitute its proprietary Funds for those of 
MSF in order to increase its profits. The Applicants state that NLIC is 
merely trying to respond to a management change for MSF by replacing 
existing proprietary Portfolios with substantially identical 
proprietary Funds.
    19. The Applicants state that, because NLIMC is not currently in a 
position to manage an international equity portfolio, NLIC has 
determined to replace the MSF International Portfolio with the FVIP 
Overseas Portfolio. NLIC believes that the FVIP Overseas Portfolio is 
an excellent choice in keeping with what its Contract owners expect.
    20. NLIC believes that it would be beneficial to Contract owners 
invested in the foregoing MSF Portfolios to have their investments 
withdrawn prior to a major restructuring of the management arrangements 
for the Portfolios. The Applicants state that this is because most of 
these Contract owners would likely not favor the proposed management 
changes while most owners of PMLIC contracts invested in the MSF 
Portfolios would likely favor such changes. Thus, at any meetings of 
MSF Portfolio shareholders, Applicants assert that management changes 
proposed by PMLIC would almost certainly be approved and NLIC would 
then desire to carry out the proposed substitutions. Applicants assert 
that nothing would be gained by waiting until after such shareholder 
meetings to carry out the proposed substitutions.
    21. The Applicants state that in light of the significant 
beneficial ownership position of PMLIC (and affiliate) contract owners, 
Contract owners and future NLIC contract owners cannot expect to 
command a majority voting position in any of the Portfolios (except 
Sentinel Growth Portfolio) in the event that they, as a group, desire 
that a Portfolio move in a direction different from that generally 
desired by owners of PMLIC (or its affiliates;) contracts. In addition, 
because MSF is unlikely to offer shares of the Portfolios to any 
insurer not affiliated with either NLIC or PMLIC, unless the growth in 
the number of Contracts or the assets supporting them increases at a 
much greater rate than those of similar contracts issued by PMLIC and 
its affiliates, owners of Contracts have no prospects of influencing 
the future direction of these Portfolios.
    22. Similarly, to the extent that NLIC can influence a MSF 
Portfolio (i.e., its board) or the Portfolio's investment adviser, such 
influence would likely diminish substantially after PIMC becomes the 
investment adviser.
    23. Proposed substitution of shares of FVIP Investment Grade Bond 
Portfolio for shares of VEWIT Worldwide Bond Fund, shares of FVIP 
Overseas Portfolio for shares of GSVIT International Equity Fund, 
shares of FVIP Investment Grade Bond Portfolio for shares of GSVIT 
Global Income Fund, shares of SVPT Small Company Fund for shares of 
GSVIT CORE Small Cap Equity Fund, and shares of ACVP Value Portfolio 
for shares of GSVIT Mid Cap Value Fund. The Applicants state that the 
VEWIT Worldwide Bond Fund and the GSVIT International Equity Fund, 
GSVIT Global Income Fund, GSVIT CORE Small Cap Equity Fund, and GSVIT 
Mid Cap Value Fund have proved unpopular with Contract owners. There 
are currently 40,964 Contractor owners; only 535 of these are invested 
in these five Funds. Out of a total of 58,511 Contract owners who have 
ever invested in the 27 currently offered subaccounts, only 665 have 
ever invested in subaccounts for these five Funds.
    24. NLIC does not believe that Contract owners' interest in these 
Funds will increase significantly in the foreseeable future. The 
Applicants state that although performance and expense levels in these 
Funds have generally been reasonable, both the GSVIT and VEWIT Funds 
have remained small and have attracted almost no interest from Contract 
owners. In light of the practical limits on the number of investment 
options that it can offer in the Contracts, NLIC believes that Contract 
owners' best interests would be served by replacing these Funds with 
other, larger and potentially more appealing Funds or Portfolios.
    25. In each case, NLIC believes that the new Portfolio proposed for 
substitution is an excellent choice in keeping with what its Contract 
owners expect. The Applicants state that except for the substitution of 
FVIP Investment Grade Bond Portfolio for both the VEWIT Worldwide Bond 
Fund and the GSVIT Global Income Fund, the investment objectives and 
policies of the new Portfolios are substantially the same as those of 
the Fund that each would replace. As for the VEWIT Worldwide Bond Fund 
and the GSVIT Global Income Fund, NLIC's experience

[[Page 67431]]

has been that very few Contract owners have an interest in global or 
international income Funds or Portfolios. NLIC believes that FVIP 
Investment Grade Bond Portfolio is a sound fixed-income alternative for 
Contract owners currently invested in VEWIT Worldwide Bond Fund and the 
GSVIT Global Income Fund which entails lower risk than would other 
possible alternatives.
    26. In the event that the FVIP Overseas Portfolio, FVIP Investment 
Grade Bond Portfolio or ACVP Value Portfolio has operating expenses 
(taking into account expense waivers and reimbursements) for any fiscal 
period (not to exceed a fiscal quarter) during the 24 months following 
the date of the proposed substitutions equal on an annualized basis to 
an amount greater than 0.98%, 1.15% and 1.05%, respectively, NLIC will 
make adjustments to the Account expenses of those subaccounts that 
invest in the FVIP Overseas Portfolio, FVIP Investment Grade Bond 
Portfolio, and ACVP Value Portfolio for those Contract owners who were 
Contract owners on the date of the substitution. These adjustments will 
limit those Contract owners expenses so that the amount of the new 
Portfolio's operating expenses together with the corresponding 
subaccount's Account expenses paid during such period on an annualized 
basis will be no greater than the sum of the replaced Portfolio's 
expenses (i.e., 0.98%, 1.15%, or 1.05%, as the case may be) together 
with the corresponding subaccount's Account expenses during the fiscal 
year preceding the proposed substitution, which were as follows:

------------------------------------------------------------------------
                                                               Account
                     Variable contract                         expense
                                                                limit*
------------------------------------------------------------------------
Sentinel Advantage VA......................................         1.40
Sentinel Estate Provider VLI...............................          .90
VariTrak VLI...............................................          .90
Sentinel Benefit Provider VLI..............................         .32
------------------------------------------------------------------------
* As a percentage of the average daily net asset account value on an
  annual basis.

    In addition, as stated above, for those Contract owners who were 
Contract owners on the date of the substitutions, NLIC will not 
increase Account or Contract expenses for a period of 24 months 
following the date of the substitutions.
    27. The following charts show the approximate annual management 
fees, other expenses and total expenses of each of the Funds or 
Portfolios involved in the proposed substitutions both before and after 
any reimbursement or fee waivers. The charts also show revenue-sharing 
that NLIC expects to receive from the investment manager or distributor 
of various unaffiliated Funds or Portfolios on an annual basis after 
the proposed substitutions are carried out. Revenue sharing paid to 
NLIC by the investment manager or distributor of a Fund or Portfolio 
(as a percentage of NLIC's share of the average daily net assets of the 
Fund or Portfolio) is to reimburse NLIC for some of the expenses of 
administering the Contracts. For the Funds and Portfolios other than 
the GSVIT Funds, the management fees and expenses shown are those for 
the 1999 fiscal year. For the GSVIT Funds, the management fees and 
expenses shown are those projected for those funds for the 2000 fiscal 
year.

----------------------------------------------------------------------------------------------------------------
                                                                      Before           After
                                                                   reimbursement   reimbursement      Revenue
                              Fund                                 or fee waiver   or fee waiver      sharing
                                                                     (percent)       (percent)      percentage
----------------------------------------------------------------------------------------------------------------
MSF Growth......................................................            0.32            0.32             N/A
                                                                            0.16            0.16  ..............
                                                                 --------------------------------
                                                                            0.48            0.48  ..............
                                                                 ================================
SVPT Common Stock...............................................            0.50            0.48             N/A
                                                                            0.52            0.00  ..............
                                                                 --------------------------------
                                                                            1.02            0.48  ..............
                                                                 ================================
MSF Sentinel Growth.............................................            0.50            0.50             N/A
                                                                            0.21            0.21  ..............
                                                                 --------------------------------
                                                                            0.71            0.71  ..............
                                                                 ================================
SVPT Mid Cap Growth.............................................            0.50            0.50             N/A
                                                                            0.52            0.21  ..............
                                                                 --------------------------------
                                                                            1.02            0.71  ..............
                                                                 ================================
MSF Aggressive Growth...........................................            0.41            0.41             N/A
                                                                            0.16            0.16  ..............
                                                                 --------------------------------
                                                                            0.57            0.57  ..............
                                                                 ================================
SVPT Small Company..............................................            0.50            0.50             N/A
                                                                            0.52            0.07  ..............
                                                                 --------------------------------
                                                                            1.02            0.57  ..............
                                                                 ================================
MSF International...............................................            0.75            0.75             N/A
                                                                            0.23            0.23  ..............
                                                                 --------------------------------
                                                                            0.98            0.98  ..............
                                                                 ================================
FVIP Overseas...................................................            0.73            0.73            0.10
                                                                            0.18            0.14  ..............
                                                                 --------------------------------

[[Page 67432]]

 
                                                                            0.91            0.87  ..............
                                                                 ================================
MSF Money Market................................................            0.25            0.25             N/A
                                                                            0.15            0.15  ..............
                                                                 --------------------------------
                                                                            0.40            0.40  ..............
                                                                 ================================
SVPT Money Market...............................................            0.25            0.25             N/A
                                                                            0.72            0.15  ..............
                                                                 --------------------------------
                                                                            0.97            0.40  ..............
                                                                 ================================
VEWIT Worldwide Bond............................................            1.00            1.00            0.15
                                                                            0.22            0.22  ..............
                                                                 --------------------------------
                                                                            1.22            1.22  ..............
                                                                 ================================
FVIP Investment Grade Bond......................................            0.43            0.43            0.10
                                                                            0.11            0.11  ..............
                                                                 --------------------------------
                                                                            0.54            0.54  ..............
                                                                 ================================
GSVIT International.............................................            1.00            1.00            0.20
                                                                            0.77            0.35  ..............
                                                                 --------------------------------
                                                                            1.77            1.35  ..............
                                                                 ================================
FVIP Overseas...................................................            0.73            0.73            0.10
                                                                            0.18            0.14  ..............
                                                                 --------------------------------
                                                                            0.91            0.87  ..............
                                                                 ================================
GSVIT Global Income.............................................            0.90            0.90            0.20
                                                                            1.78            0.25  ..............
                                                                 --------------------------------
                                                                            2.68            1.15  ..............
                                                                 ================================
FVIP Investment Grade Bond......................................            0.43            0.43            0.10
                                                                            0.11            0.11  ..............
                                                                 --------------------------------
                                                                            0.54            0.54  ..............
                                                                 ================================
GSVIT CORE Small Cap............................................            0.75            0.75            0.20
                                                                            0.75            0.25  ..............
                                                                 --------------------------------
                                                                            1.50            1.00  ..............
                                                                 ================================
SVPT Small Company..............................................            0.50            0.50             N/A
                                                                            0.52            0.07  ..............
                                                                 --------------------------------
                                                                            1.02            0.57  ..............
                                                                 ================================
GSVIT Mid Cap Value.............................................            0.80            0.80            0.20
                                                                            0.42            0.25  ..............
                                                                 --------------------------------
                                                                            1.22            1.05  ..............
                                                                 ================================
American Century Value..........................................            1.00            1.00            0.20
                                                                            0.00            0.00  ..............
                                                                 --------------------------------
                                                                            1.00            1.00  ..............
----------------------------------------------------------------------------------------------------------------

    28. The Applicants state that by disclosure added to the various 
May 1, 2000 prospectuses for the Contracts and the Accounts (and 
possibly by additional subsequent supplements to such prospectuses), 
all owners of the Contracts have been or will be notified of NLIC's 
intention to take the necessary actions, including seeking the order 
requested by this application, to substitute shares of the Portfolios 
and Funds as described herein.
    29. The Applicants state that the additional prospectus disclosure 
(and any subsequent supplements) about the proposed substitutions will 
advise Contract owners that from May 1 (or the date of any supplement) 
until the date of the proposed substitution, owners are permitted to 
make one transfer of all amounts under a Contract invested in

[[Page 67433]]

any one of the affected subaccounts on May 1 (or on the date of the 
supplement) to another subaccount available under a Contract other than 
one of the other affected subaccounts without that transfer counting as 
a ``free'' transfer permitted under a Contract. The Applicants state 
that the prospectus disclosure also informs (and any subsequent 
supplements will inform) Contract owners that NLIC will not exercise 
any rights reserved under any Contract to impose additional 
restrictions on transfers until at least 30 days after the proposed 
substitutions.
    30. The proposed substitutions will take place at relative net 
asset value with no change in the amount of any Contract owner's 
account value or death benefit or in the dollar value of 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 NLIC'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 NLIC. In addition, the Applicants state that 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 be treated as a 
transfer for the purpose of assessing transfer charges or for 
determining the number of remaining permissible transfers in a Contract 
year. NLIC will not exercise any right it 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 substitutions.
    31. The Applicants state that in addition to the prospectus 
disclosure (and supplements) distributed to owners of Contracts, 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 accumulation or contract value under a 
Contract invested in any one of the affected subaccounts on the date of 
the notice to another subaccount available under their Contract without 
that transfer counting as one of a limited number transfers permitted 
in a Contract year free of charge. The notice will also reiterate the 
fact that NLIC will not exercise any rights reserved by it under any of 
the Contracts to impose additional restrictions on transfers until at 
least 30 days after the proposed substitutions. The notice as delivered 
in certain states also may explain that, under the insurance 
regulations in those states, Contract owners who are affected by the 
substitutions may exchange their Contracts for fixed-benefit life 
insurance contracts or annuity contracts, as applicable, issued by NLIC 
during the 60 days following the proposed substitutions. Current 
prospectuses for the new Funds or Portfolios will precede or accompany 
the notices. NLIC also is seeking approval of the proposed 
substitutions from any state insurance regulators whose approval may be 
necessary or appropriate.

Applicants' Legal Analysis

    1. Section 26(b) of the Act requires the depositor of a registered 
unit investment trust holding the securities of a single issuer to 
receive Commission approval before substituting the securities held by 
the trust. The Investment Company Amendments of 1970 added Section 
26(b) to the Act. The Applicants state that prior to the enactment of 
the 1970 amendments, a depositor of a unit investment trust could 
substitute new securities for those held by the trust by notifying the 
trust's security holders of the substitution within five days of the 
substitution. In 1966, the Commission, concerned with the high sales 
charges then common to most unit investment trusts and the 
disadvantageous position in which such charges placed investors who did 
not want to remain invested in the substituted fund, recommended that 
Section 26 be amended to require that a proposed substitution of the 
underlying investments of a trust receive prior Commission approval. 
Congress responded to the Commission's concerns by enacting Section 
26(b) to require that the Commission approve all substitutions by the 
depositor of investments held by unit investment trusts.
    2. The Applicants state that the proposed substitutions appear to 
involve substitutions of securities within the meaning of Section 26(b) 
of the Act. Applicants therefore request an order from the Commission 
pursuant to Section 26(b) approving the proposed substitutions.
    3. The Applicants state that the Contracts expressly reserve for 
NLIC the right, subject to compliance with applicable law, to 
substitute shares of one Portfolio or Fund held by subaccount of an 
Account for another. The prospectuses for the Contracts and the 
Accounts contain appropriate disclosure of this right. NLIC reserved 
this right of substitution both to protect themselves and their 
Contract owners in situations where either might be harmed or 
disadvantaged by circumstances surrounding the issuer of the shares 
held by one or more of their separate accounts and to afford the 
opportunity to replace such shares where to do so could benefit itself 
and Contract owners.
    4. The Applicants state that in the case of the proposed 
substitutions of shares of the four SVPT Funds for those of MSF 
Portfolios, each MSF Portfolio would be replaced by a Fund with 
substantially the same investment objectives but which is managed by 
the investment management team that Contract owners selected.
    5. Applicants also state that in the case of the proposed 
substitution of shares of FVIP Overseas Portfolio for shares of MSF 
International Portfolio, the interests of Contract owners will be 
better served primarily because the new Portfolio would more closely 
resemble the Portfolio that such owners are currently invested in than 
would the same MSP Portfolio after the proposed management changes. The 
Applicants state that this investment option under the Contracts would 
each be replaced by a Portfolio with substantially the same investment 
objectives.
    6. Moreover, with regard to all of the proposed substitutions of 
MSF Portfolios, the Applicants state that Contract owners would avoid 
the likely experience of having their current investment option 
significantly changed and would become invested in Portfolios that are 
less likely to become controlled by owners of variable contracts issued 
by a competitor of NLIC.
    7. Finally, in the case of the remaining proposed substitutions, 
the Applicants state that Contract owners will be better served because 
available subaccounts would represent a broader range of popular 
investment choices than is currently the case. The Applicants state 
that these Portfolios are each larger and have both comparable 
performance and greater marketing appeal than the Portfolios or Funds 
that they would replace.
    8. In addition to the foregoing, Applicants generally submit that 
the proposed substitutions meet the standards that the Commission and 
its staff have applied to similar substitutions that have been approved 
in the past.
    9. Applicants anticipate that Contract owners will be at least as 
well off with the proposed array of subaccounts offered after the 
proposed substitutions as they have been with the array of subaccounts 
offered prior to the

[[Page 67434]]

substitutions. The Applicants state that the proposed substitutions 
retain for Contract owners the investment flexibility which is a 
central feature of the Contracts. If the proposed substitutions are 
carried out, all Contract owners will be permitted to allocate purchase 
payments and transfer accumulated values and contract values between 
and among the same number of subaccounts as they could before the 
proposed substitutions.
    10. The Applicants state that each of the proposed substitutions is 
not the type of substitution which Section 26(b) was designed to 
prevent. Unlike traditional unit investment trusts where a depositor 
could only substitute an investment security in a manner which 
permanently affected all the investors in the trust, the Contracts 
provide each Contract owner with the right to exercise his or her own 
judgment and transfer accumulation and contract values into other 
subaccounts. Moreover, the Contracts will offer Contract owners the 
opportunity to transfer amounts out of the affected subaccounts into 
any of the remaining subaccounts without cost or other disadvantage. 
The Applicants state that the proposed substitutions, therefore, will 
not result in the type of costly forced redemption which Section 26(b) 
was designed to prevent.
    11. The Applicants state that the proposed substitutions also are 
unlike the type of substitution which Section 26(b) was designed to 
prevent in that by purchasing a Contract, Contract owners select much 
more than a particular investment company in which to invest their 
account values. They also select the specific type of insurance 
coverage offered by NLIC under their Contract as well as numerous other 
rights and privileges set forth in the Contract. The Applicants state 
that Contract owners may also have considered NLIC's size, financial 
condition, type and its reputation for service in selecting their 
Contract. These factors will not change as a result of the proposed 
substitutions.
    12. Applicants request an order of the Commission pursuant to 
Section 26(b) of the Act approving the proposed substitutions by NLIC. 
Applicants submit that, for all the reasons stated above, the proposed 
substitutions are consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Act.
    13. Applicants request an order under Section 17(b) exempting them 
from the provisions of Section 17(a) to the extent necessary to permit 
NLIC to carry out the following substitutions by redeeming MSF shares 
in kind and using the redemption proceeds to purchase SVPT shares; 
shares of SVPT Common Stock Fund for shares of MSF Growth Portfolio, 
shares of SVPT Mid Cap Growth Fund for shares of MSF Sentinel Growth 
Portfolio, shares of SVPT Small Company Fund for shares of MSF 
Aggressive Growth Portfolio, shares of SVPT Money Market Fund for 
shares of MSF Money Market Portfolio.
    14. Section 17(a)(1) of the Act, in relevant part, prohibits any 
affiliated person of a registered investment company, or any affiliated 
person of such person, acting as principal, from knowingly selling any 
security or other property to that company. Section 17(a)(2) of the Act 
generally prohibits the persons described above, acting as principals, 
from knowingly purchasing any security or other property from the 
registered investment company.
    15. Section 2(a)(3) of the 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; * * 
*

    16. The Applicants state that because shares held by a separate 
account of an insurance company are owned by the insurance company, 
NLIC owns of record all of the shares of MSF Sentinel Growth Portfolio. 
The Applicants state that, therefore, MSF and Sentinel Growth Portfolio 
is arguably under the control of NLIC notwithstanding the fact the 
Contract owners may be considered the beneficial owners of those shares 
held in the Accounts. If MSF and one or more of its Portfolios is under 
NLIC's control, then NLIC, any person controlling NLIC or any person 
under common control with NLIC, is an affiliated person of MSF, 
Sentinel Growth Portfolio and, arguably, other MSF Portfolios. The 
Applicants state that, similarly, if MSF and one or more of its 
Portfolios are under NLIC's control, then MSF, Sentinel Growth 
Portfolio, and, arguably, other MSF Portfolios are affiliated persons 
of NLIC and of any persons that control NLIC or are under common 
control with NLIC.
    17. The Applicants state that regardless of whether or not NLIC can 
be considered to control MSF or Sentinel Growth Portfolio or both (or 
other MSF Portfolios), because NLIC owns of record more than 5% of the 
shares of MSF Money Market Portfolio, Growth Portfolio, Bond Portfolio, 
Managed Portfolio, Aggressive Growth Portfolio, Sentinel Growth 
Portfolio and International Equity Portfolio, it is an affiliated 
person of MSF and each of the foregoing Portfolios. Applicants also 
state that MSF and each of the foregoing Portfolios is an affiliated 
person of NLIC and also is an affiliated person of an affiliated person 
of any person that controls NLIC or is under common control with NLIC.
    18. In addition, the Applicants state that because the investment 
adviser of each of the foregoing MSF Portfolios is controlled by NLIC 
or persons controlling NLIC and the investment adviser of each SVPT 
Fund is controlled by NLIC or persons controlling NLIC, the investment 
advisers of MSF and SVPT are under common control. Although the 
Applicants state that they do not believe that this would, by itself, 
result in MSF (or any of its Portfolios) and SVPT (or any of its Funds) 
being under common control, to remove any doubt about status of 
possible transactions involving MSF (or any of its Portfolios) and SVPT 
(or any of its Funds), Applicants assume, for the purposes of this 
application, the MSF and SVPT and their Portfolios or Funds could be 
under common control. Based on the foregoing, MSF and SVPT and the 
Funds of each may be affiliated persons of each other or affiliated 
persons of affiliated persons of each other. The Applicants state that 
each also may be an affiliated person of NLIC or an affiliated person 
of an affiliated person of NLIC.
    19. The Applicants state that the proposed substitutions by NLIC, 
which may entail the indirect purchase of shares of SVPT Funds with 
portfolio securities of MSF Portfolios and the indirect sale of 
portfolio securities of MSF Portfolios for shares of SVPT Funds, 
therefore may also entail the purchase or sale of such securities by 
each of the Portfolios or Funds involved, acting as principal, to one 
of the other Portfolios or Funds and therefore may be in contravention 
of Section 17(a). In addition, the Applicants state that the 
participation of NLIC in such purchase and sale transactions could be 
viewed as entailing the purchase of such securities from MSF Portfolios 
and the sale of such securities to SVPT Funds by NLIC, acting as 
principal, and therefore may be in contravention of Section 17(a).
    20. Section 17(b) of the 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:

[[Page 67435]]

    (1) 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;
    (2) The proposed transaction is consistent with the policy of each 
registered investment company concerned, as recited in its registration 
statement and records filed under the Act; and
    (3) The proposed transaction is consistent with the general 
purposes of the Act.
    21. Rule 17a-7 under the Act exempts from the prohibitions of 
Section 17(a), subject to certain enumerated conditions, a purchase or 
sale transaction between registered investment companies or separate 
series or registered investment companies, which are affiliated 
persons, or affiliated persons of affiliated persons, of each other, 
between separate series of a registered investment company, or between 
a registered investment company or a separate series of a registered 
investment company and a person which is an affiliated person of such 
registered investment company (or affiliated person of such person) 
solely by reason of having a common investment adviser or investment 
advisers which are affiliated persons of each other, common directors, 
and/or common officers. The Applicants state that NLIC, MSF, and SVPT 
(as well as the Portfolios and Funds of MSF and SVPT) cannot, however, 
rely on Rule 17a-7 in connection with their participation as principals 
in the proposed MSF/SVPT substitutions because they would not 
necessarily be affiliated persons of each other solely by reason of 
having a common investment adviser or affiliated investment advisers, 
common directors, and/or common officers. Moreover, one of the 
conditions enumerated in the rule is that the transaction be a purchase 
or a sale for no consideration other than cash payment against prompt 
delivery of a security for which market quotations are readily 
available. The Applicants state that the proposed purchase of SVPT 
shares with MSF investment securities, however, entails the purchase 
and sale of securities for securities (albeit ones for which market 
quotations are readily available).
    22. Applicants submit that the terms of the proposed substitutions 
by NLIC, including the consideration to be paid and received, as 
described in this application, are reasonable and fair and do not 
involve overreaching on the part of any person concerned. Applicants 
also submit that the proposed substitutions by NLIC are consistent with 
the policies of: (1) MSF and of its Growth Portfolio, Sentinel Growth 
Portfolio, Aggressive Growth Portfolio and Money Market Portfolio; and 
(2) SVPT and its Common Stock Fund, Mid Cap Growth Fund, Small Company 
Fund and Money Market Fund, as recited in the current registration 
statements and reports filed by each under the Act. Finally, Applicants 
submit that the proposed substitutions are consistent with the general 
purposes of the Act.

Conclusion

    Applicants assert that, for the reasons stated above, the 
registered order approving the substitutions and exempting in-kind 
redemptions should be granted.

    For the Commission, by Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-28794 Filed 11-8-00; 8:45 am]
BILLING CODE 8010-01-M