[Federal Register Volume 63, Number 109 (Monday, June 8, 1998)]
[Notices]
[Pages 31245-31250]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-15075]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-23234; File No. 812-11010]


Security Life of Denver Insurance Company, et al.; Notice of 
Application

June 1, 1998.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTION: Notice of Application for an order pursuant to Sections 17(b) 
and 26(b) of the Investment Company Act of 1940 (``1940 Act'').

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SUMMARY OF APPLICATION: Applicants seek an order approving the 
substitution of shares of the Limited Maturity Bond Portfolio 
(``Limited Maturity Bond Portfolio'') of Neuberger & Berman Advisers 
Management Trust (the ``Trust'') for shares of the Government Income 
Portfolio (``Government Income Portfolio'') of the Trust (Limited 
Maturity Bond Portfolio and Government Income Portfolio, the 
``Portfolios''). Thereafter, the Limited Maturity Bond Portfolio 
together with certain other series of the Trust, as well as other 
investment options will continue to serve as the eligible funding 
vehicles under group and individual flexible premium deferred 
combination variable annuity contracts and individual flexible premium 
variable universal life insurance policies (collectively, 
``Contracts'') offered by

[[Page 31246]]

Security life of Denver Insurance Company (``Security Life'') and other 
forms of variable annuity contracts and variable life insurance that 
are or may in the future be issued by Security Life.

APPLICANTS: Security Life of Denver Insurance Company and its Separate 
Account A1 (``Account. 1'') and Separate Account L1 (``Account 2'').

FILING DATE: The application was filed on February 17, 1998, and 
amended and restated on May 11, 1998.

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 regarding this application by writing to 
the Secretary of the Commission and serving Applicants with a copy of 
the request, in person or by mail. Hearing requests must be received by 
the Commission by 5:30 p.m. June 26, 1998, and should be accompanied by 
proof of service on the Applicants, in the form of an affidavit or, for 
lawyers, a certificate of service. Hearing requests should state the 
nature of the requester's interest, the reason for the request and the 
issues contested. Persons who wish to be notified of a hearing may 
request notification by writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission: 450 Fifth 
Street, NW, Washington, DC 20549. Applicants: c/o Security Life of 
Denver Insurance Company, 1290 Broadway, Denver, Colorado 80203-5699. 
Copies to: Diane E. Ambler, Esq., Mayer, Brown & Platt, 2000 
Pennsylvania Avenue NW, Washington, DC 20006-1882 and Jeffrey S. 
Puretz, Esq., Dechert Price & Rhoads, 1775 I Street, NW, Washington, DC 
20006-2401.

FOR FURTHER INFORMATION CONTACT:
Susan M. Olson, Attorney or Kevin M. Kirchoff, Branch Chief, 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 
Public Reference Branch of the Commission, 450 Fifth Street, NW, 
Washington, DC 20005 (tel. (202) 942-8090).

Applicant's Representations

    1. Security life is a stock life insurance organized under the laws 
of the State of Colorado in 1982. Security Life is wholly owned, 
indirect subsidiary of ING Group, N.V. which has headquarters in 
Amsterdam, Netherlands.
    2. Account 1 is a segregated asset account of Security Life that 
was established by Security Life on November 3, 1993, pursuant to the 
provisions of the insurance laws of the State of Colorado. Account 1 
was registered on December 3, 1993, as a unit investment trust with the 
Commission under the 1940 Act. Account 1 is currently divided into 21 
divisions, one of which invests in shares of the Government Income 
Portfolio. Account 1 serves as the funding medium for flexible premium 
deferred combination variable annuity contracts issued and administered 
by Security Life.
    3. Account 2 is a segregated asset account of Security Life that 
was established by Security Life on November 3, 1993, pursuant to the 
provisions of the insurance laws of the State of Colorado. Account 2 
was registered on January 14, 1994, as a unit investment trust with the 
Commission under the 1940 Act. Account 2 is currently divided into 19 
divisions, one of which invests in shares of the Government Income 
Portfolio. Account 2 serves as the funding medium for individual 
flexible premium variable universal life insurance policies issued and 
administered by Security Life.
    4. The Contracts are flexible premium deferred combination variable 
annuity contracts and individual flexible premium variable universal 
life insurance policies. The Contracts provide for the allocation of 
premiums to divisions of Account 1 or Account 2 (the ``Separate 
Accounts''), which invest in shares of the Government Income Portfolio.
    Other divisions of the Separate Accounts, which invest in shares of 
other series of the Trust, including the Limited Maturity Bond 
Portfolio, as well as other underlying investments options, are also 
available under the Contracts.
    5. The Trust field its initial registration statement on Form N-1A 
under the Securities Act of 1933 (the ``1933 Act'') and the 1940 Act of 
December 22, 1983. The Trust is a Delaware business trust registered as 
a series type open-end management investment company. The Trust is a 
``feeder'' fund in a ``master-feeder'' structure and each series of the 
Trust currently invests all of its net ingestible assets ina 
corresponding series of Advisers Managers Trust, the ``master'' fund. 
The Trust currently consists of eight operational series, including the 
Portfolios. Shares of the Trust are offered to life insurance companies 
for allocation to separate accounts funding variable annuity contracts 
and variable life insurance policies. Each series of the Trust and 
Advisers Managers Trust is managed in compliance with Subchapter M and 
Section 817(h) of the Internal Revenue Code of 1986, as amended. Shares 
of one series of the Trust are also offered directly to qualified 
pension and retirement plans. The Government Income Portfolio commenced 
investment operations on March 22, 1994.
    6. Nueberger&Berman Management Inc. (``NBMI'') serves as investment 
manager to the underlying series of Advisers Managers Trust 
corresponding to each series of the Trust, and serve as administrator 
to each series of the Trust. NBMI also serves as distributor of the 
shares of each series of the Trust, without remuneration from the 
Trust. NBMI is a registered broker-dealer under the Securities Exchange 
Act of 1934, as amended (the ``1934 Act'') and a member of the National 
Association of Securities Dealer, Inc. (``NASD'').
    7. Neuberger&Berman, LLC is subadviser to the series of Advisers 
Managers Trust and furnishes NBMI with investment recommendations and 
research information without added cost to Advisers Managers Trust or 
the Trust. Neuberger&Berman, ILC is a registered broker-dealer under 
the 1934 Act, a member of the NASD, and a member firm of the New York 
Stock Exchange, Inc. and other principal exchanges. Neuberger&Berman, 
LLC acts as the principal broker in the purchase and sale of portfolio 
securities and the sale of covered call options for the series of 
Advisers Managers Trust. All of the voting stock of NBMI is owned by 
individuals who are principal of Neuberger&Berman, LLC.
    8. Security Life on its own behalf and on behalf of Account 1 and 
Account 2 proposes to effect a substitution of shares of the Limited 
Maturity Bond Portfolio for all shares of the Government Income 
Portfolio attributable to the Contracts (the ``Substitution''). 
Security Life will pay all expenses and transaction costs of the 
Substitution, including any applicable brokerage commissions. NBMI has 
agreed to reimburse Security Life for its expenses in connection with 
the Substitution. Applicants represent that Security Life intends to, 
soon after the filing with the Commission of the application that is 
the subject of this notice, supplement the prospectuses for the 
Contracts to provide owners of the Contracts (``Owners'') with 
information concerning the proposed Substitution. Unless previously 
sent, Security Life states that copies of the prospectus for the 
Limited Maturity Bond Portfolio will be sent to Owners with the 
Contract

[[Page 31247]]

prospectuses. In addition, Security Life states that the supplement 
will be accompanied by a written notice of the Substitution (the 
``Notice'') stating that the shares of the Government Income Portfolio 
have been proposed to be eliminated and that shares of the Limited 
Maturity Bond Portfolio have been proposed to be substituted.
    9. Security Life states that the Government Income Portfolio has 
not generated the interest of Owners that was anticipated at the time 
of its creation and that at all times since inception the asset level 
of the Government Income Portfolio has been relatively small. Security 
Life states that the portfolio's assets have not increased to a level 
to make it a viable investment alternative. In contrast, the Limited 
Maturity Bond Portfolio has reached an asset level consistent with 
viability and the achievement of economies of scale. Security Life 
states that it is currently the only investor in the shares of the 
Government Income Portfolio and that, subsequent to the proposed 
Substitution, it is anticipated that the Government Income Portfolio 
and its corresponding series of Advisers Managers Trust will cease 
investment operations. Net assets for the years ending December 31, 
1995, 1996 and 1997 for the Portfolios were as follows:

                               Net Assets                               
                              [In millions]                             
------------------------------------------------------------------------
                                     December     December     December 
            Portfolio                31, 1997     31, 1996     31, 1995 
------------------------------------------------------------------------
Government Income................         $2.6         $3.5         $2.2
Limited Maturity Bond............        251.1        256.9        238.9
------------------------------------------------------------------------

    10. Security Life states that the current level of assets of the 
Government Income Portfolio does not allow for cost-efficient 
operations and has resulted in high expense ratios. Security Life 
states that the Portfolio has not generated a sufficient level of 
assets to justify the high expense ratios or the portion of its 
expenses that NBMI reimburses. NBMI voluntarily limits certain expenses 
of the Government Income Portfolio through reimbursement, including the 
Portfolio's pro rata share of its underlying master series' operating 
expenses. Security Life states that the amount of expenses reimbursed 
to the Government Income Portfolio is significant and that the expenses 
of the Government Income Portfolio as a percentage of average net 
assets, both before and after the voluntary limitation, are higher than 
the expenses of the Limited Maturity Bond Portfolio. Moreover, Security 
Life notes that NBMI limits the Government Income Portfolio's expenses 
voluntarily, and is under no obligation to continue to do so. Because 
the expenses of the Limited Maturity Bond Portfolio are much lower than 
the expenses of the Government Income Portfolio, Security Life states 
that Owners will not be exposed to higher expenses following the 
Substitution and may benefit from lower expense ratios.
    The table below summarizes the expense ratios of the Portfolios:

                                                Annual Expenses*                                                
                                     [As a percentage of average net assets]                                    
----------------------------------------------------------------------------------------------------------------
                                                             Fiscal year ended December 31                      
            Total expenses            --------------------------------------------------------------------------
                                                 1997                     1996                     1995         
----------------------------------------------------------------------------------------------------------------
Government Income....................  1.02% (after             1.02% (after             1.05% (after           
                                        reimbursement) 2.88%     reimbursement) 2.95%     reimbursement) 4.21%  
                                        (before reimbursement).  (before reimbursement).  (before               
                                                                                          reimbursement).       
Limited Maturity Bond................  0.77%..................  0.78%..................  0.71%.                 
----------------------------------------------------------------------------------------------------------------
* These expense figures include the Portfolios' pro rata share of the expenses of their underlying master       
  series.                                                                                                       

    Security Life states that the annual costs incurred by the 
Government Income Portfolio are too great for a fund that is too small 
to be a viable mutual fund portfolio and for which no current 
distribution efforts are anticipated that might result in the 
Portfolio's growth.
    Applicants' believe that it is not in the public interest for NBMI 
to continue subsidizing the Government Income Portfolio's operating 
expenses, and assert that investment in the Limited Maturity Bond 
Portfolio would better suit the needs of Owners.
    11. Applicants state that the investment objective of the 
Government Income Portfolio is to achieve a high level of current 
income and total return, consistent with safety to principal. 
Applicants state that the investment objective of the Limited Maturity 
Bond Portfolio is to achieve highest current income consistent with low 
risk to principal and liquidity, and secondarily, total return. Both 
Portfolios share the primary objective of high current income. 
Applicants state that the Portfolios also have a similar investment 
strategy of investing assets in debt securities and that generally, 
both Portfolios are intended to provide investors with current income 
and safety of principal. Applicants state that the Portfolios seek 
safety of principal through different approaches, one through 
investment primarily in U.S. Government securities, and the other 
through investment primarily in securities of limited duration. 
However, Applicants submit that both approaches are intended to address 
credit risk. In addition, applicants state that the Portfolios are 
included in the same investment company classification by the 
Investment Company Institute. Accordingly, Security Life has concluded 
that the Portfolios are sufficiently similar to be appropriate for 
substitution.
    12. Security Life has also considered the investment performance of 
the Portfolios, which it believes has been generally similar. The total 
returns for the fiscal years ended December 31, 1997, 1996 and 1995, 
and the period since inception of the Government

[[Page 31248]]

Income Portfolio through December 31, 1997, are as follows:

                                                  Total Return                                                  
----------------------------------------------------------------------------------------------------------------
                                                               Year ended   Year ended   Year ended             
                                                                Dec. 31,     Dec. 31,     Dec. 31,    Since Mar.
                          Portfolio                               1997         1996         1995      22, 1994 *
                                                               (percent)    (percent)    (percent)    (percent) 
----------------------------------------------------------------------------------------------------------------
Government Income...........................................        +9.51        +1.32       +11.76        +6.28
Limited Maturity Bond.......................................        +6.74        +4.31       +10.94        +5.85
----------------------------------------------------------------------------------------------------------------
*Date of commencement of the Government Income Portfolio through December 31, 1997.                             

    13. Security Life will schedule the Substitution to occur as soon 
as practicble after the exemptive relief Applicants seek is obtained. 
Within five days after the Substitution, Security Life states that 
Owners will be sent confirmation of the Substitution.
    14. Security Life states that Owners will be advised in the Notice 
that, for a period from the date of mailing of the Notice until 30 days 
after the date of the Substitution, Owners may transfer all assets (as 
substituted if after the date of the Substitution) to any other 
available division of the Separate Account funding their Contracts, 
without limitations and without charge (the ``Free Transfer Period''). 
Security Life states that transfers made in connection with the 
proposed Substitution during the Free Transfer Period will not count 
toward the limit on the number of free transfers permitted under the 
Contracts in a Contract year.
    15. Security Life states that following the Substitution, Owners 
will be afforded the same contract rights with regard to amounts 
invested under the Contracts as they currently have. Immediately 
following the Substitution, Security Life plans to treat, as a single 
division the current division invested in shares of the Government 
Income Portfolio and the continuing division invested in shares of the 
Limited Maturity Bond Portfolio in each of Account 1 and Account 2. 
Security Life will reflect this treatment in disclosure documents for 
the Contracts and Separate Accounts, the financial statements of the 
Separate Accounts, and the Form N-SAR annual report filed by the 
Separate Accounts.
    16. Security Life will submit for cash redemption all the shares of 
Government Income Portfolio it currently holds on behalf of the 
Separate Accounts at the close of business on the date selected for the 
Substitution. All shares of Government Income Portfolio held by the 
Separate Accounts are attributable to Owners. Security Life on behalf 
of the Separate Accounts will simultaneously place a purchase order 
with the Limited Maturity Bond Portfolio so that the purchase will be 
for the exact amount of the redemption proceeds. Security Life states 
that, at all times, monies attributable to owners currently invested in 
Government Income Portfolio will be fully invested. Security Life 
states that the full set asset value of and number of redeemed shares 
held by the Separate Accounts will be reflected in the Owners' 
accumulation unit values following the Substitution. Security Life 
states that it will assume all transaction costs and expenses relating 
to the Substitution, including any direct and indirect costs of 
liquidating the assets of the Government Income Portfolio, so that the 
full net asset value of redeemed shares of the Government Income 
Portfolio will be reflected in the Owner's accumulation units following 
the Substitution. NBMI has agreed to reimburse Security Life for these 
expenses.

Applicants' Legal Analysis and Conclusions

    1. Section 26(b) of the 1940 Act provides that ``[i]t shall be 
unlawful for any depositor or trustee of a registered unit investment 
trust holding the security of a single issuer to substitute another 
security for such security unless the Commission shall have approved 
such substitution. The Commission shall issue an order approving such 
substitution if the evidence establishes that it is consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of this title.'' The legislative history makes clear 
that the purpose of Section 26(b) is to protect the expectation of 
investors in a unit investment trust that the unit investment trust 
will accumulate the shares of a particular issuer and to prevent 
unscrutinized substitutions which might, in effect, force shareholders 
dissatisfied with the substituted security to redeem their shares, 
thereby possibly incurring either a loss of the sales load deducted 
from initial purchase payments, an additional sales load upon 
reinvestment of the redemption proceeds, or both. Section 26(b) affords 
this protection to investors by preventing a depositor or trustee of a 
unit investment trust holding the shares of one issuer from 
substituting for those shares the shares of another issuer, unless the 
Commission approves that substitution.
    2. Applicants represent that the proposed Substitution is 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the 1940 Act. Applicants state 
that the purposes, terms and conditions of the Substitution are 
consistent with the principles and purposes of Section 26(b) and do not 
entail any of the abuses that Section 26(b) is designed to prevent. 
Applicants submit that the Substitution is an appropriate solution to 
the limited Owner investment in the Government Income Portfolio, which 
is currently, and in the future may be expected to be, of insufficient 
size to promote consistent investment performance or to reduce 
operating expenses.
    3. Applicants state that the Substitution will not result in the 
type of costly forced redemption that Section 26(b) was intended to 
guard against and is consistent with the protection of investors and 
the purposes fairly intended by the 1940 Act for the following reasons:

    (a) the Substitution is of shares of the Limited Maturity Bond 
Portfolio, the investment objective, policies, and restrictions of 
which are sufficiently similar to the objective, policies, and 
restrictions of the Government Income Portfolio so as to be an 
appropriate investment vehicle in light of the Owners' objectives 
and risk expectations;
    (b) the expenses of the Limited Maturity Bond Portfolio are much 
lower than the expenses of the Government Income Portfolio and 
therefore Owners will not be exposed to higher expenses following 
the Substitution and in fact may benefit from lower expense ratios;
    (c) the Substitution is expected to confer certain modest 
economic benefits to Owners by virtue of the larger asset size of 
the Limited Maturity Bond Portfolio and the investment performance 
of the Portfolios has generally been similar;

[[Page 31249]]

    (d) if an Owner so requests, during the Free Transfer Period, 
assets will be reallocated for investment to another investment 
option available under their Contract;
    (e) the Substitution will, in all cases, be at net asset value 
of the respective shares, in conformity with Section 22(c) and the 
1940 Act and rule 22c-1 thereunder, without the imposition of any 
transfer or similar charge;
    (f) Security Life will assume the expenses and transaction 
costs, including among others, legal and accounting fees and any 
brokerage commissions, relating to the Substitution in a manner that 
attributes all transaction costs to Security Life, although NBMI has 
agreed to reimburse Security Life for its expenses in connection 
with the Substitution.
    (g) the Substitution in no way will change the amount of any 
Owner's Contract value or the dollar value of his or her investment 
in such Contract and in no way will alter the annuity benefits to 
Owners or the contractual obligations of Security Life;
    (h) the Substitution in no way will alter the tax benefits to 
Owners under their Contracts;
    (i) Owners may choose simply to withdraw amounts credited to 
them following the Substitution under the conditions that currently 
exist;
    (j) Owners affected by the Substitution will be sent 
confirmation of the Substitution within five days following the date 
of Substitution;
    (k) the Commission will have issued an order approving the 
Substitution under Section 26(b) of the 1940 Act;
    (l) the Commission will have issued an order exempting the 
transaction in connection with the Substitution to the extent 
necessary from the provisions of Section 17(a) of the 1940 Act;
    (m) the supplements to the prospectuses for the Contracts 
describing the Substitution will have been filed with the 
Commission;
    (n) each Owner will have been sent a copy of the effective 
prospectus for the Limited Maturity Bond Portfolio and amendments to 
the applicable Contract prospectuses;
    (o) Applicants will have satisfied themselves that the Contracts 
involved allow the Substitution of underlying investment options, 
and that the Substitution can be consummated under applicable 
insurance laws and under the Contracts;
    (p) Applicants will have complied with any regulatory 
requirements they believe necessary to complete the Substitution in 
each jurisdiction where the Contracts are qualified for sale; and
    (q) Applicants will have sent to Owners soon after the filing of 
the application that is the subject of this notice, the Notice 
describing the terms of the Substitution and Owners' rights in 
connection with it.

    4. Security Life, on the basis of the facts and circumstances 
described herein, has determined that it is in the best interests of 
Owners to substitute shares of the Limited Maturity Bond Portfolio for 
shares of the Government Income Portfolio. Both Portfolios are existing 
series of the Trust. The investment manager (with respect to the 
corresponding series of Advisers Managers Trust), distributor, and 
independent accountants are the same for the Portfolios.
    5. Section 26(b) of the 1940 Act, in pertinent part, provides that 
the Commission shall issue an order approving substitutions of 
securities if the evidence establishes that it is consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the 1940 Act. Applicants submit that their request 
for approval meets the standards set out in Section 26(b) and should, 
therefore, be granted. Accordingly, Applicants request an order of the 
Commission approving the Substitution pursuant to Section 26(b).
    6. Section 17(a)(1) of the 1940 Act prohibits any affiliated person 
of a registered investment company, or an affiliated person of an 
affiliated person, from selling any security or other property to such 
registered investment company. Section 17(a)(2) of the 1940 Act 
prohibits any of the persons described above, from purchasing any 
security or other property from such registered investment company. 
Immediately following the Substitution, Security Life plans to treat as 
a single division of each Separate Account the division currently 
invested in shares of the Government Income Portfolio and the 
continuing division currently invested in shares of the Limited 
Maturity Bond Portfolio. Applicants state that divisions of a 
registered separate account may be treated as separate investment 
companies in connection with substitution transactions. If Security 
Life combines the divisions of the Separate Accounts following the 
substitution, Security Life states that it could be said to be 
transferring unit values between divisions which could be construed to 
involve purchase and sale transactions between divisions that are 
affiliated persons. After the Substitution, with respect to each 
Separate Account, the division currently investing in shares of the 
Government Income Portfolio could be said to be selling shares of the 
Limited Maturity Bond Portfolio to the continuing division currently 
investing in shares of the Limited Maturity Bond Portfolio, in return 
for units of that division. Conversely, it could be said that the 
division currently investing in shares of the Limited Maturity Bond 
Portfolio was purchasing shares of the Limited Maturity Bond Portfolio 
from the division currently investing in shares of the Government 
Income Portfolio. Applicants state that the sale and purchase 
transactions between divisions could be said to come within the scope 
of Sections 17(a)(1) and 17(a)(2) of the 1940 Act, respectively. 
Therefore, Applicants state that the Substitution may require an 
exemption from Section 17(a) of the 1940 Act, pursuant to Section 17(b) 
of the 1940 Act.
    7. Section 17(b) of the 1940 Act provides that the Commission may 
grant an order exempting transactions prohibited by Section 17(a) of 
the 1940 Act from that section upon application if evidence establishes 
that: (a) the terms of the proposed transaction, including the 
consideration to be paid or received, are reasonable and fair and do 
not involve over-reaching on the part of any person concerned, (b) the 
proposed transaction is consistent with the investment policy of each 
registered investment company concerned, as recited in its registration 
statement and reports filed under the 1940 Act; and (c) the proposed 
transaction is consistent with the general purposes of the 1940 Act.
    8. Applicants represent that the terms of the proposed Substitution 
are reasonable and fair, including the consideration to be paid and 
received; do not involve over-reaching; are consistent with the 
policies of the Separate Accounts; and are consistent with the general 
purposes of the 1940 Act.
    9. Applicants submit that the Substitution is reasonable and fair. 
Applicants state that it is expected that existing Owners that have 
allocated contributions to the divisions of the Separate Accounts 
investing in shares of the Government Income Portfolio will benefit 
from the Substitution, and will not bear the costs of the Substitution. 
The transactions effecting the Substitution will be effected in 
conformity with Section 22(c) of the 1940 Act and Rule 22c-1 
thereunder. Owner interests after the combination of the divisions, in 
practical economic terms, will not differ in any measurable way from 
such interests immediately prior to the Substitution. In each case, 
Applicants state that the consideration to be received and paid is, 
therefore, reasonable and fair. Security Life believes that the 
Substitution will not give rise to any taxable income for Owners.
    10. Applicants state that the investment objectives of the 
Portfolios are sufficiently similar so as to continue to be an 
appropriate investment vehicle consistent with the investment policies 
of the applicable divisions of the Separate Accounts. In this regard, 
Applicants state that the Substitution is consistent with Commission 
precedent pursuant to Section 17.

[[Page 31250]]

    11. Applicants state that the transactions that may be deemed to be 
within the scope of Section 17(a) have been the subject of Commission 
review in the context of reorganizations of separate accounts from 
management separate accounts to unit investment separate accounts and 
the transfer of assets to an underlying fund. Applicants state that the 
terms and conditions of the transfer of assets entailed in the 
Substitution are consistent with such precedent and the precedent under 
Section 26(b).
    Section 17(b) of the 1940 Act provides that the Commission may 
grant an order exempting transactions prohibited by Section 17(a) from 
that section upon application, subject to certain conditions. 
Applicants request an order of the Commission pursuant to Section 17(b) 
from the provisions of Section 17(a) in connection with any aspect of 
the Substitution that may be deemed prohibited by Section 17(a). 
Applicants represent that the Substitution meets all of the 
requirements of Section 17(b) of the 1940 Act and that an order should 
be granted exempting the Substitution from the provisions of Section 
17(a) to the extent requested.

Conclusion

    For the reasons summarized above, Applicants submit that the 
proposed Substitution is consistent with the protection of investors 
and the purposes fairly intended by the policy and the 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. 98-15075 Filed 6-5-98; 8:45 am]
BILLING CODE 8010-01-M