15550 Federal Register / Vol. 62, No. 62 / Tuesday, April 1, 1997 / Notices

not consummated, will be paid by

INTRUST.

7. The INTRUST Funds or SEI Trust

may terminate the Reorganization

Agreement without liability on the part

of the terminating party (a) on or prior

to January 1, 1998, with the consent of

the other or (b) after that date by either

party on written notice at any time prior

to the consummation of the

reorganization, if the conditions to that

party’s obligation to perform have not

been satisfied. The INTRUST Funds and

SEI Trust agree not to make any changes

to the Reorganization Agreement that

would have a material adverse effect on

the application without prior SEC

approval.

Applicants’ Legal Analysis

1. Section 17(a) of the Act, in relevant

part, prohibits an affiliated person of a

registered investment company, or any

affiliated person of such a person, acting

as principal, from selling to or

purchasing from such registered

company, or any company controlled by

such registered company, any security

or other property.

2. Section 2(a)(3) of the Act defines

the term ‘‘affiliated person’’ of another

person to include any person directly or

indirectly owning, controlling, or

holding with power to vote, five percent

or more of the outstanding voting

securities of such other person.

3. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a)

mergers, consolidations, or purchases or

sales of substantially all of the assets of

registered investment companies that

are affiliated persons solely by reason of

having a common investment adviser,

common directors, and/or common

officers, provided that certain

conditions set forth in the rule are

satisfied.

4. Applicants may not rely on rule

17a–8 in connection with the

reorganization because the Acquiring

Funds and the Reorganizing Portfolio

may be deemed to be affiliated for

reasons other than those set forth in the

rule. As noted above, INTRUST and its

affiliates hold of record more than 5%

of the outstanding shares of the

Reorganizing Portfolio.

5. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from the provisions of section 17(a) if

evidence establishes that the terms of

the proposed transactions, including the

consideration to be paid, are reasonable

and fair and do not involve

overreaching on the part of any person

concerned, and that the proposed

transaction is consistent with the policy

of the registered investment company

concerned and with the general

purposes of the Act.

6. Applicants submit that the

reorganization meets the standard for

relief under section 17(b), in that the

terms of the reorganization are

reasonable and fair and do not involve

overreaching on the part of any person

concerned; and the reorganization is

consistent with the general purposes of

the Act and with the policies of the

Acquiring Fund and the Reorganizing

Portfolio.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8233 Filed 3–31–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. IC–22583; File No. 812–10510]

John Hancock Mutual Life Insurance

Company, et al.

March 25, 1997.

AGENCY: The Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of application for an

order under the Investment Company

Act of 1940 (‘‘1940 Act’’).

APPLICANTS: John Hancock Mutual Life

insurance Company (‘‘John Hancock’’),

John Hancock Mutual Variable Life

Insurance Account UV (‘‘Account UV’’),

John Hancock Variable Life Insurance

Company (‘‘JHVLICO’’), John Hancock

Variable Life Account V (‘‘Account V’’),

John Hancock Variable Life Account U

(‘‘Account U’’), John Hancock Variable

Life Account S (‘‘Account S,’’ together

with Account UV, Account V and

Account U, the ‘‘Existing Accounts’’),

John Hancock Variable Series Trust I

(‘‘Trust’’), any other separate accounts

established by John Hancock or

JHVLICO in the future to support

variable life insurance contracts (‘‘Other

accounts,’’ together with the existing

Accounts, the ‘‘Accounts’’) and John

Hancock Distributors, Inc.

(‘‘Distributors’’).

RELEVANT 1940 ACT SECTIONS: Order

requested pursuant to Section 6(c) of the

1940 Act to amend certain orders

previously issued by the Commission

granting exemptive relief from all

sections of the 1940 Act specified in

Rule 6e–2(b) under the 1940 Act (other

than Sections 7 and 8(a)); Sections

2(a)(32), 2(a)(35), 9(a), 13(a), 15(a), 15(b),

22(c), and 22(d) of the 1940 Act; all

rules specified in Rule 6e–2(b); and

Rules 6e–2(a)(2), 6e–2(b)(1), 6e–2(b)(12),

6e–2(b)(13)(iv), 6e–2(b)(15), 6e–2(c)(1),

6e–2(c)(4) and 22c–1 under the 1940

Act.

SUMMARY OF THE APPLICATION:

Applicants seek an order amending

orders issued by the Commission in

connection with File Nos. 812–5959,

812–8428, 812–6424, 812–6835, 812–

8426, 812–8858 and 812–8446 (the

‘‘Existing Orders’’): (i) to add

Distributors as a party; (ii) to specify

that Distributors, or any other company

that may be appointed as such in the

future (‘‘Future Underwriter’’), is or will

be the principal underwriter with

respect to the variable annuity contracts

(‘‘VA Contracts’’), the variable life

insurance policies (‘‘VLI Policies’’) and

the Trust’s shares (‘‘Trust Shares’’)

referred to in the applications granted

by the Existing Orders; and (iii) to

provide Distributors or any Future

Underwriter certain exemptive relief

that was previously granted by the

Existing Orders to John Hancock in its

capacity as principal underwriter of the

VLI Policies and Trust Shares.

FILING DATE: The application was filed

on January 24, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the Application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

Applicants with a copy of the request,

personally or by mail. Hearing requests

must be received by the Commission by

5:30 p.m. on April 21, 1997, and should

be accompanied by proof of service on

Applicants in the form of an affidavit,

or, for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons may request notification of a

hearing by writing to the Commission’s

Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

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

Applicants: c/o Sandra M. DaDalt,

Associate Counsel, John Hancock

Mutual Life Insurance Company, John

Hancock Place, P.O. Box 111, Boston,

Massachusetts 02117.

FOR FURTHER INFORMATION CONTACT:

Ethan D. Corey, Senior Counsel, or

Kevin M. Kirchoff, 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 Commission’s Public

Reference Branch.
Federal Register / Vol. 62, No. 62 / Tuesday, April 1, 1997 / Notices 15551

Applicant’s Representations

1. John Hancock is a mutual life

insurance company chartered under the

laws of the Commonwealth of

Massachusetts. John Hancock is the

depositor of Account UV and is the

current principal underwriter for the VA

Contracts, VLI Policies and Trust

Shares. John Hancock is registered as a

broker-dealer under the Securities

Exchange Act of 1934 (‘‘1934 Act’’), and

is a member of the National Association

of Securities Dealers, Inc. (‘‘NASD’’).

2. JHVLICO is a stock life insurance

company, incorporated under the laws

of the Commonwealth of Massachusetts.

JHVLICO is the depositor of Account V,

Account U, and Account S, and a

wholly-owned subsidiary of John

Hancock.

3. Account UV, Account V, Account

U, and Account S serve as investment

vehicles for certain VLI Policies. Each of

the Existing Accounts is (and any Other

Account will be) registered with the

Commission under the 1940 Act as a

unit investment trust.

4. The Trust, a Massachusetts

business trust, serves as a funding

medium for Account UV, Account V,

Account U, and Account S. The trust is

registered as a management investment

company under the 1940 Act, and that

Trust Shares are registered under the

Securities Act of 1933.

5. Distributors, incorporated under

the laws of the State of Delaware, is

registered as a broker-dealer under the

1934 Act, and is a member of the NASD.

Distributors is an indirect whollyowned subsidiary of John Hancock.

Distributors is or will be the principal

underwriter of VLI Policies and Trust

Shares.

6. Broker-dealers other than

Distributors may also serve as principal

underwriters of VLI Policies or Trust

Shares. Any such Future Underwriter

will be registered under the 1934 Act as

a broker-dealer and will be a member of

the NASD.

7. John Hancock and JHVLICO have

issued (and continue to issue) single

premium and scheduled premium VLI

Policies in reliance on Rule 6e–2,

flexible premium VLI Policies in

reliance on Rule 6e–3(T), and, in

reliance on Rule 6e–2, certain ‘‘hybrid’’

VLI Policies that incorporate features of

both scheduled and flexible premium

variable life insurance.

8. John Hancock has determined that

it no longer remains useful or advisable

to serve as the principal underwriter for

VLI Policies or Trust Shares.

Accordingly, Applicants propose to

substitute Distributors for John Hancock

as principal underwriter for the VLI

Policies and Trust Shares. As a

consequence, the Application seeks to

have extended to Distributors and any

Future Underwriters certain of the

exemptive relief that the Exiting Orders

previously granted to John Hancock in

its capacity as principal underwriter.

9. In File No. 812–5959, John

Hancock, JHVLICO, and Account U

obtained exemptions from Sections

2(a)(32), 2(a)(35), 22(c) and 22(d) and

Rules 6e–2(b)(1), 6e–2(b)(12), 6e–

2(b)(13)(iv), 6e–2(c)(4), and 22c–1 with

respect to certain single-premium VLI

Policies. the relief permits those parties

to deduct a contingent deferred sales

charge and to deduct both a ‘‘front-end’

sales charge and contingent deferred

sales charge in connection with such

VLI Policies. Release Nos. IC–14565

(Feb. 11, 1985) (Order) and IC–14320

(Jan. 7, 1985 (Notice).

10. In File No. 812–8428, John

Hancock and Account UV obtained

exemptive relief substantially identical

to that described in paragraph 9, above.

This Existing Order also granted John

Hancock and Account UV relief from

Rules 6e–2(b)(1) and 6e–2(c)(4) to use

the 1980 Commissioners’ Standard

Ordinary Mortality tables (‘‘1980 CSO

Tables’’) in connection with Rule 6e–2’s

definition of ‘‘sales load,’’ as applied to

such single premium VLI Policies.

Release Nos. IC–19748 (Sept. 29, 1993)

(Order) and IC–19680 (Sept. 2, 1993)

(Notice).

11. In File No. 812–6424, John

Hancock, JHVLICO, Affiliates, Account

U, Account V, Account S, Account UV,

Other Accounts, Affiliate Accounts and

the Trust obtained exemptions from

Sections 9(a), 13(a), 15(a) and 15(b) and

Rule 6e–2(b)(15) to permit ‘‘mixed’’

funding (i.e., the sale of Trust Shares

both to variable annuity separate

accounts and to variable life insurance

separate accounts that may rely on Rule

6e–2) in connection with the

conditional exemptions contained in

Rule 6e–2(b)(15) regarding these

sections of the 1940 Act. Release Nos.

IC–15407 (Nov. 12, 1986) (Order) and

IC–15359 (Oct. 15, 1986) (Notice).

12. In File No. 812–6835, JHVLICO,

Account V, and John Hancock obtained

exemptions from all sections of the 1940

Act specified in Rule 6e–2(b) (other than

Sections 7 and 8(a)), Sections 2(a)(32),

2(a)(35), and 22(c), all rules specified in

Rule 6e–2(b) and Rules 6e–2(b)(1), 6e–

2(b)(12), 6e–2(b)(13)(iv), 6e–2(c)(1), 6e–

2(c)(4), and 22c–1, with respect to

certain hybrid VLI Policies. The relief

permits those parties generally to rely

on the exemptions provided by Rules

6c–3 and 6e–2 under the 1940 Act

(notwithstanding any questions about

whether the hybrid VLI Policies meet

Rule 6e–2’s definition of variable life

insurance contracts); to deduct part of

the policies’s sales charge as a

contingent deferred sales charge; to

deduct any uncollected issue charge

upon surrender or lapse of a policy; and

to use the 1980 CSO Tables in

connection with the definition of ‘‘sales

load’’ for such VLI Policies. Release

Nos. IC–16197 (Dec. 29, 1987) (Order)

and IC–16152 (Nov. 30, 1987) (Notice).

13. In file No. 812–8426, John

Hancock and Account UV obtained

exemptive relief substantially identical

to that described in paragraph 12, above.

Release Nos. IC–19746 (Sept. 29,

1993)(Order) and IC–19682 (Sept. 2,

1993)(Notice).

14. In File No. 812–8858, John

Hancock, Account UV, JHVLICO, and

account V obtained exemptive relief

substantially identical to that described

in paragraphs 12 and 13, above, except

that the relief obtained in those earlier

proceedings for deduction of any

uncollected ‘‘issue charge’’ upon

surrender or lapse of the policies was

here obtained instead for deduction of a

‘‘contingent deferred administrative

charge.’’ Release Nos. IC–20332 (June 1,

1994)(Order) and IC–20266 (May 2,

1994)(Notice).

15. In File No. 812–8446, John

Hancock, Account UV, JHVLICO,

Account U, Account V, and the Other

Accounts obtained exemptions from

Rules 6e–2(a)(2) and 6e–2(b)(15) to

permit each of such Accounts to serve

simultaneously as funding media for

both Rule 6e–2 and Rule 6e–3(T) VLI

Policies. Release Nos. IC–19898 (Nov.

24, 1993)(Order) and IC–19817 (Oct. 27,

1993)(Notice).

Applicant’s Legal Analysis

1. The Application requests an order

of the Commission, pursuant to Section

6(c) of the 1940 Act, and amending the

Existing Orders: (i) to add Distributors

as a party; (ii) to specify that

Distributors or a Future Underwriter is

or will be the principal underwriter

with respect to the VA Contracts, VLI

Policies and the Trust Shares; and (iii)

to provide to Distributors or any Future

Underwriter certain exemptive relief

that was previously granted to John

Hancock in its capacity as principal

underwriter of the VLI Policies and

Trust Shares.

2. All of the relief requested in the

Application for Distributors and Future

Underwriters has previously been

granted by the Commission for John

Hancock in one or more of the Existing

Orders. Applicants assert that all of

such relief continues to be as

appropriate as it was when the Existing

Orders were granted and that the legal
15552 Federal Register / Vol. 62, No. 62 / Tuesday, April 1, 1997 / Notices

1 15 U.S.C. 78s(b)(1).

2Letter from James F. Duffy, Executive Vice

President and General Counsel, Amex, to Anthony

P. Pecora, Attorney, Division of Market Regulation,

SEC, dated March 24, 1997 (‘‘Amendment No. 1’’).

In addition to correcting a typographical oversight,

Amendment No. 1 enhanced the Amex’s discussion

concerning the filing’s impact on the Intermarket

Trading System and its burden on competition.

and factual basis and justification for

the initial granting of such relief

likewise continues.

3. Applicants represent that all of the

facts asserted and representations made

in the applications (and any

amendments thereto) for the Existing

Orders remain true and accurate in all

respects material to any relief that is

requested herein. Applicants further

represent that they will continue to

comply with any terms, conditions, and

undertakings that were set forth in those

applications (and any amendments

thereto) in connection with the

exemptions that they now request be

extended to Distributors or any Future

Underwriter.

Conclusion

Applicants submit that, for the

reasons and upon the facts summarized

above, the exemptive relief requested

pursuant to Section 6(c) of the 1940 Act

is appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8232 Filed 3–31–97; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration (USL Capital Corporation,

83⁄4% Senior Notes Due December 1,

2001); File No. 1–4976

March 26, 1997.

USL Capital Corporation

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–1(d) promulgated thereunder, to

withdraw the above specified securities

(‘‘Securities’’) from listing and

registration on the American Stock

Exchange, Inc. (‘‘Amex’’).

The reasons explained in the

application for withdrawing the

Securities from listing and registration

include the following:

The Company issued $200,000,000

principal amount of its Security under

an Indenture dated July 1, 1991. The

Securities were listed on the Amex and

registered under Section 12(b) of the

Securities Exchange Act of 1934, as

amended. As of the date hereof,

Securities in the principal amount of

$200,000,000 remain outstanding. As of

December 31, 1996, there was only one

registered holder of the Securities,

which were beneficially owned by 64

participants of The Depository Trust

Company.

In making the decision to withdraw

the Securities from listing on the AMEX,

the Company considered the direct and

indirect costs and expenses attendant on

maintaining the listing of the Securities

on the AMEX and complying with the

reporting requirements of the Act, the

small number of record and beneficial

holders of the Securities, the availability

of a market maker for the Securities, the

fact that the Company has no other

publicly traded debt or equity securities

and the availability of information with

respect to the co-obligor of the

Securities, Ford Motor Credit Company.

Further, it is the Company’s

understanding that the Securities have

not traded on the Amex for some time

and that any transactions involving the

Securities have been conducted off the

exchange. As a result of the foregoing,

the Company does not see any

particular advantage in the continued

listing of the Securities on an exchange.

The Company has complied with Rule

18 of the AMEX by filing with the

AMEX a certified copy of resolutions

adopted by the Company’s Board of

Directors authorizing the withdrawal of

the Securities from listing on the AMEX

and by setting forth in detail to the

AMEX the reasons for such proposed

withdrawal and the facts in support

thereof.

Any interested person may, on or

before April 16, 1997, submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, D.C. 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the exchange and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–8225 Filed 3–31–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38437; File No. SR–Amex–

97–14]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the American Stock Exchange, Inc.

Relating to Trading in One Sixteenth of

a Dollar

March 25, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

March 17, 1997, the American Stock

Exchange, Inc. (‘‘Amex’’ or ‘‘Exchange’’)

filed with the Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’)

the proposed rule change as described

in Items I, II, and III below, which Items

have been prepared by the selfregulatory organization. Subsequently,

the Exchange submitted Amendment

No. 1 to the proposed rule change.2 The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Amex proposes to amend

Exchange Rule 127 (Minimum

Fractional Changes) to permit trading in

sixteenths in Amex securities selling at

$10 and higher.

The text of the proposed rule change

is available at the Office of the

Secretary, the Amex, and at the

Commission.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

self-regulatory organization included

statements concerning the purpose of

and basis for the proposed rule change

and discussed any comments it received

on the proposed rule change. The text

of these statements may be examined at

the places specified in item IV below.

The self-regulatory organization has

prepared summaries, set forth in

Sections A, B, and C below, of the most

significant aspects of such statements.