17894 Federal Register / Vol. 62, No. 70 / Friday, April 11, 1997 / Notices

1On February 15, 1997, a post-effective

amendment to Capital Company’s current

registration statement on Form N–1A was filed for

the purpose of adding the Small-Cap Equity Fund

as a new series of Capital Company. The

registration statement (File No. 33–10145) will

become effective on May 1, 1997.

Fund, such Plan will execute a fund

participation agreement with such

Insurance Products Fund including the

conditions set forth herein to the extent

applicable. A Plan will execute an

investor application containing an

acknowledgment of this condition at the

time of its initial purchase of any

Insurance Products Fund.

Conclusion

For the reasons summarized above,

Applicants assert that the requested

exemptions are 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. 97–9344 Filed 4–10–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC—22601; File No. 812–10486]

General American Life Insurance

Company, et al.

April 4, 1997.

AGENCY: Securities and Exchange

Commission (the ‘‘SEC’’ or

‘‘Commission’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (‘‘1940 Act’’).

APPLICANTS: General American Life

Insurance Company (‘‘General

American’’) and General American

Capital Company (‘‘Capital Company’’)

(collectively, ‘‘Applicants’’).

RELEVANT 1940 ACT SECTIONS: Order

requested under Section 17(b) of the

1940 Act granting an exemption from

the provisions of Section 17(a) of the

1940 Act.

SUMMARY OF APPLICATION: Applicants

seek an order permitting the assets of

General American’s Separate Account

Twenty (‘‘Separate Account’’) to be

transferred to the Small-Cap Equity

Fund series of Capital Company in

exchange for shares of the Small-Cap

Equity Fund series.

FILING DATE: The application was filed

on January 10, 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

Secretary 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 April 29, 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. Any

person may request notification of a

hearing by writing to the Commission’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicants, c/o Matthew P. McCauley,

Esq., General American Life Insurance

Company, 700 Market Street, St. Louis,

Missouri 63101. Copies to Stephen E.

Roth, Esq., Sutherland, Asbill &

Brennan, L.L.P., 1275 Pennsylvania

Avenue, N.W., Washington, D.C. 20004–

2404.

FOR FURTHER INFORMATION CONTACT:

Joyce Merrick Pickholz, Senior Counsel,

or Patrice M. Pitts, 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 may be obtained

for a fee from the Public Reference

Branch of the Commission.

Applicants’ Representations

1. General American is a mutual life

insurance company organized under the

laws of Missouri. The Separate Account

was established in September 1985 as a

separate investment account of General

American to support benefits payable

under the variable portion of certain

group variable annuity contracts issued

by General American (‘‘Contracts’’). The

Separate Account is exempted from the

definition of investment company

pursuant to Section 3(c)(11) of the 1940

Act, and interests in the Separate

Account are exempt securities pursuant

to Section 3(a)(2) of the 1940 Act. The

Contracts provide retirement benefits

under tax-qualified retirement

programs.

2. The Separate Account currently

consists of a single portfolio of assets,

primarily equity securities. The

investment objective of the Separate

Account is to provide a rate of return

that corresponds to the performance of

the common stock of small companies,

while incurring a level of risk that is

generally equal to the risks associated

with small company common stock in

general. The Separate Account is

passively managed to attempt to

replicate the return of the bottom

capitalization quintile of the New York

Stock Exchange traded securities.

3. Capital Company is a registered

open-end diversified management

investment company organized as a

series fund. Capital Company serves as

a funding vehicle for variable annuity

contracts and variable life insurance

policies issued by General American

and affiliated insurance companies.

Currently, shares of Capital Company

are offered to General American

Separate Account Two, General

American Separate Account Eleven,

unregistered separate accounts of

General American, and separate

accounts of RGA Reinsurance Company,

Security Equity Life Insurance

Company, Cova Financial Services Life

Insurance Company, Cova Financial Life

Insurance Company, and First Cova Life

Insurance Company, all affiliates of

General American.

4. Capital Company consists of seven

investment portfolios: the S&P 500

Index Fund; Money Market Fund; Bond

Index Fund; Managed Equity Fund;

Asset Allocation Fund; International

Index Fund; and Mid-Cap Equity Fund.

Capital Company offers its shares at net

asset value and without sales charge,

directly to the separate accounts

without an underwriter or distributor.

General American pays any distribution

expenses and costs arising from any

activity intended primarily to result in

the sale of shares issued by Capital

Company.

5. Conning Asset Management

Company (‘‘Adviser’’) serves as the

investment advisor to Capital Company

and to the Separate Account. The

advisor is wholly owned by Conning

Corporation which, in turn, is wholly

owned by General American Holding

Company, a wholly owned subsidiary of

General American.

6. The Board of Directors of Capital

Company has determined that it would

be desirable to add a new series to

Capital Company to be called the SmallCap Equity Fund (‘‘Fund’’).1 The Fund’s

Investment objective will be identical to

that of the Separate Account. Because

the investment objectives, policies, and

restrictions of the Fund would mirror

those of the Separate Account,

management of General American

proposes to transfer the assets of the

Separate Account to the Fund (the

‘‘Transfer’’) in exchange for shares of the

Fund. The Separate Account would in
Federal Register / Vol. 62, No. 70 / Friday, April 11, 1997 / Notices 17895

effect be converted to a unit investment

trust-type separate account that would

invest in a corresponding series of

Capital Company.

7. On the effective date of the

Transfer, General American, on behalf

of the Separate Account, would transfer

the portfolio assets and related

liabilities of the Separate Account to the

Fund in return for shares of the Fund.

General American would record shares

issued by the Fund as assets of the

Separate Account. The Transfer would

be carried out in compliance with

Section 22(c) of the 1940 Act and Rule

22c–1 thereunder. The value of the net

assets of the Separate Account would be

determined as of the business day

immediately preceding the effective

date of the Transfer. The number of

shares of the Fund to be issued to the

Separate Account would be determined

by dividing the value of net assets to be

transferred from the Separate Account

by the current per share value of the

Fund’s shares. Accordingly, the

interests of the Separate Account

owners in the Fund immediately

following the Transfer would be

equivalent to their interests in the assets

of the Separate Account immediately

prior to the Transfer.

Applicants’ Legal Analysis

1. Section 17(a) of the 1940 Act

provides, in pertinent part, that it is

unlawful for any affiliated person of a

registered investment company, or any

affiliated person of such person, ‘‘(1)

Knowingly to sell any security or other

property to such registered company

* * *; [or] (2) knowingly to purchase

from such registered company * * *

any security or other property. * * * ’’

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

defines the term ‘‘affiliated person’’ of

another person to include, in pertinent

part, ‘‘(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

other person; (C) any person directly or

indirectly controlling, controlled by, or

under common control with, such other

person; * * * [and] (E) if such other

person is an investment company, any

investment adviser thereof. * * * ’’

3. Applicants state that each of them

may be deemed to be an affiliated

person or an affiliated person of an

affiliated person of the other Applicant

under Section 2(a)(3) of the 1940 Act

and the Transfer may be deemed to

entail one or more purchases or sales of

securities or property between the

Applicants.

4. Section 17(b) of the 1940 Act

provides that, notwithstanding Section

17(a), any person may file with the

Commission an application for an order

exempting a proposed transaction from

one or more provisions of that

subsection and that the Commission

shall grant such application and issue

such order of exemption if evidence

establishes that ‘‘(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 reports filed under [the

1940 Act]; and (3) the proposed

transaction is consistent with the

general purposes of [the 1940 Act].’’

5. Applicants submit that the

proposed Transfer would benefit the

Fund. According to the Applicants,

when a new series of an investment

company is established, expenses

usually remain relatively high and

investments are limited until the asset

size of the new series reaches a high

enough level to support expenses and

permit the necessary latitude in

investment discretion. The transfer of

the Separate Account’s assets (valued at

approximately $47.5 million as of

November 1, 1996) to the Fund would

avoid these problems.

6. Applicants represent that the

Transfer would be effected in

conformity with Section 22(c) of the

1940 Act and Rule 22c–1 thereunder.

Applicants further represent that, after

the Transfer, Contract owners would

have interests that, in practical

economic terms, do not differ in any

measurable way from such interests

immediately prior to the Transfer.

7. Applicants state that the Transfer

would not require the liquidation of any

assets of the Separate Account or

Capital Company because the Transfer

would take the form of an exchange of

portfolio securities of the Separate

Account for shares of the Fund. Because

the investment policies and restrictions

of the Separate Account are identical to

those of the Fund, the only sale of

Separate Account assets following the

transfer would be those arising in the

ordinary course of business. Therefore,

neither the Separate Account nor

Capital Company will incur any

extraordinary costs, such as brokerage

commissions, in effecting the transfer of

assets, as would be the case if the

Separate Account were required to

liquidate its portfolio in order to

purchase shares of the Fund, and the

Fund, in turn, were to use such

purchase proceeds for investment in

portfolio securities. Nor will the

Separate Account be forced to sustain

losses caused by the untimely sale of

one or more of its portfolio securities.

8. Applicants submit that the transfer

of assets of the Separate Account to the

Fund, which assets have been

purchased under investment objectives,

policies, and restrictions identical to

those of the Fund, would be consistent

with the objectives and policies of the

Fund.

9. Applicants submit that the Transfer

would be consistent with the general

purposes of the 1940 Act by avoiding

the possibility that the Fund or the

Separate Account would incur

unnecessary expenses or losses in

connection with the Transfer.

Conclusion

For the reasons and upon the facts set

forth above, the terms of the proposed

Transfer, including the consideration to

be paid and received, are: (a) fair and

reasonable and do not involve

overreaching on the part of any person

concerned; (b) consistent with the

policy of each registered investment

company concerned, as recited in its

registration statements and reports filed

under the 1940 Act; and, (c) consistent

with the general purposes of the 1940

Act. Accordingly, Applicants submit

that the terms of the proposed Transfer

meet the standards for exemption from

Section 17(a) of the 1940 Act as set forth

in Section 17(b) thereof.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–9345 Filed 4–10–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Greif Bros. Corporation,

Class A Common Stock, Without Par

Value) File No. 1–566

April 7, 1997.

Greif Bros. 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 12d2–2(d)

promulgated thereunder, to withdraw

the above specified security (‘‘Security’’)