Federal Register / Vol. 63, No. 113 / Friday, June 12, 1998 / Notices 32265

decline such offer or (b) pursuant to

governing Plan documents and

applicable law, the Participating

Qualified Plan makes such decision

without Plan Participant vote.

6. A Board’s determination of the

existence of a material irreconcilable

conflict and its implications will be

made known promptly in writing to the

Adviser and to all Participating

Insurance Companies and all

Participating Qualified Plans.

7. Participating Insurance Companies

will provide pass-through voting

privileges to all Contract Owners so long

as the Commission continues to

interpret the 1940 Act as requiring passthrough voting privileges for Contract

Owners. Accordingly, Participating

Insurance Companies will vote shares of

Insurance Products Funds held in their

Separate Accounts in a manner

consistent with timely voting

instructions received from Contract

Owners. In addition, each Participating

Insurance Company will vote shares of

Insurance Products Fund held in its

Separate Accounts for which it has not

received timely voting instructions from

Contract Owners, as well as shares

which the Participating Insurance

Company itself owns, in the same

proportion as those shares for which it

has received voting instructions.

Participating Insurance Companies will

be responsible for assuring that each of

their Separate Accounts investing in an

Insurance Products Fund calculates

voting privileges in a manner consistent

with the Separate Accounts of all other

Participating Insurance Companies

investing in that fund. The obligation to

calculate voting privileges in a manner

consistent with all other Separate

Accounts investing in an Insurance

Products Fund will be a contractual

obligation of all Participating Insurance

Companies under their agreements

governing participation in the Insurance

Products Fund. Each Participating

Qualified Plan will vote as required by

applicable law and governing Plan

documents.

8. All reports of potential or existing

conflicts received by a Board, and all

Board action with regard to (a)

determining the existence of a conflict,

(b) notifying the Adviser and

Participating Insurance Companies and

Participating Qualified Plans of a

conflict, and (c) determining whether

any proposed action adequately

remedies a conflict, will be properly

recorded in the minutes of the meetings

of the appropriate Board or other

appropriate records. Such minutes or

other records will be made available to

the Commission upon request.

9. Each Insurance Products Fund will

notify all Participating Insurance

Companies that Separate Account

prospectus disclosure regarding

potential risks of mixed and shared

funding may be appropriate. Due to

differences in tax treatment and other

considerations, each Insurance Products

Fund will disclose in its prospectus

that: (a) its shares are intended to be a

funding vehicle for both variable

annuity and variable life insurance

contracts offered by various

Participating Insurance Companies and

for Qualified Plans; (b) material

irreconcilable conflicts may arise among

various Contract Owners and Plan

Participants investing in the Insurance

Products Fund; and (c) the Board will

monitor the Insurance Products Fund

for any material irreconcilable conflicts

and determine what action, if any,

should be taken in response to any such

conflict.

10. Each Insurance Products Fund

will comply with all provisions of the

1940 Act requiring voting by

shareholders (which, for these purposes,

will be the persons having a voting

interest in shares of the Insurance

Products Funds). In particular, each

Insurance Products Fund either will

provide for annual shareholder meetings

(except insofar as the Commission may

interpret Section 16 of the 1940 Act not

to require such meetings) or comply

with Section 16(c) of the 1940 Act

(although the Insurance Products Funds

are not one of the trusts described in

Section 16(c) of the 1940 Act), as well

as with Section 16(a) of the 1940 Act

and, if and when applicable, Section

16(b) of the 1940 Act. Further, each

Insurance Products Fund will act in

accordance with the Commission’s

interpretation of the requirements of

Section 16(a) with respect to periodic

elections of Board members and with

whatever rules the Commission may

promulgate with respect thereto.

11. If and to the extent that Rule 6e–

2 or Rule 6e–3(T) under the 1940 Act is

amended, or Rule 6e–3 under the 1940

Act is adopted, to provide exemptive

relief from any provision of the 1940

Act, or the rules promulgated

thereunder with respect to mixed or

shared funding, on terms and conditions

materially different from any

exemptions granted in the order

requested in the application, then the

Insurance Products Funds and/or the

Participating Insurance Companies, as

appropriate, will take such steps as may

be necessary to comply with Rule 6e–2

or Rule 6e–3(T), as amended, or

proposed rule 6e–3 as adopted, to the

extent such rules are applicable.

12. The Adviser, the Participating

Insurance Companies and Participating

Qualified Plans, at least annually, will

submit to each Board such reports,

materials or data as each Board may

reasonable request so that the Board

may fully carry out the obligations

imposed upon it by the conditions

stated in the application. Such reports,

materials and data will be submitted

more frequently if deemed appropriate

by the Board. The obligations of the

Participating Insurance Companies and

Participating Qualified Plans to provide

these reports, materials and data upon

reasonable request of a Board shall be a

contractural obligation of all

Participating Insurance Companies and

Participating Qualified Plans under

their agreements governing their

participation in the Insurance Products

Funds.

13. If a Plan or Plan Participant

should become an owner of 10% or

more of the assets of an Insurance

Products Fund, such Plan or Plan

Participant will execute a participation

agreement with such fund which

includes the conditions set forth herein

to the extent applicable. A Plan or Plan

Participant will execute an application

containing an acknowledgment of this

condition upon initial purchase of the

shares 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. 98–15707 Filed 6–11–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (GP Strategies

Corporation, Common Stock, $.01 Par

Value) File No. 1–7234

June 9, 1998.

GP Strategies 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
32266 Federal Register / Vol. 63, No. 113 / Friday, June 12, 1998 / Notices

1Applicants also request relief with respect to

future Portfolios of the Fund.

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the American Stock

Exchange, Inc. (‘‘Amex’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Security has been listed for

trading on the Amex and, pursuant to

Registration Statement on Form 8–A

which became effective March 23, 1998,

the New York Stock Exchange, Inc.

(‘‘NYSE’’). Trading in the Security

commenced on the NYSE on March 27,

1998, and concurrently therewith such

Security was suspended from trading on

the Amex. In addition, a Registration

Statement on Form 8–A was filed with

respect to the Preferred Stock Purchase

Rights which are currently attached and

do not trade separately from the

Security.

The Company has complied with

Amex Rule 18 by filing with the

Exchange a certified copy of the

resolutions adopted by the Company’s

Board of Directors authorizing the

withdrawal of the Security from listing

and registration on the Amex and by

setting forth in detail to the Exchange

the reasons and facts supporting the

withdrawal.

In making the decision to withdraw

its Security from listing and registration

on the Amex, the Company believes that

the NYSE offers enhanced visibility and

will enable the Company to further

broaden its institutional shareholder

base.

By letter dated March 17, 1998, the

Amex informed the Company that it had

no objection to the withdrawal of the

Company’s Security from listing and

registration on the Amex.

By reason of Section 12(b) of the Act

and the rules and regulations

thereunder, the Company shall continue

to be obligated to file reports with the

Commission and the NYSE under

Section 13 of the Act.

Any interested person may, on or

before June 30, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

NW, Washington, DC 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. 98–15705 Filed 6–11–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Release No. 23242;

812–10814]

Jefferson Pilot Variable Fund, Inc. and

Jefferson Pilot Investment Advisory

Corporation; Notice of Application

June 5, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application under

section 6(c) of the Investment Company

Act of 1940 (the ‘‘Act’’) for an

exemption from section 15(a) of the Act

and rule 18f–2 under the Act, and from

certain disclosure requirements under

the Act.

SUMMARY OF APPLICATION: Applicants

request an order that would permit

applicants to hire subadvisers and

materially amend subadvisory

agreements without shareholder

approval, and would grant relief from

certain disclosure requirements

regarding advisory fees paid to

subadvisers.

APPLICANTS: Jefferson Pilot Variable

Fund, Inc. (‘‘Fund’’) (formerly Chubb

America Fund, Inc.) and Jefferson-Pilot

Investment Advisory Corporation

(‘‘Manager’’) (formerly Chubb

Investment Advisory Corporation).

FILING DATES: The application was filed

on October 9, 1997, and amended on

May 29, 1998. Applicants have agreed to

file an additional amendment, the

substance of which is incorporated in

this notice, during the notice period.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicants with a

copy of the request, personally or by

mail. Hearing requests should be

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

June 30, 1998, and should be

accompanied by proof of service on

applicants, in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicants, One Granite Place, Concord,

N.H. 03301.

FOR FURTHER INFORMATION CONTACT:

Annmarie J. Zell, Staff Attorney, at (202)

942–0532 or Mary Kay Frech, Branch

Chief, at (202) 942–0564 (Division of

Investment Management, Office of

Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch, 450 Fifth

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

(tel. 202–942–8090).

Applicants’ Representations

1. The Fund is a Maryland

corporation registered under the Act as

an open-end management investment

company. The Fund is composed of

eleven separately managed portfolios

(‘‘Portfolios’’), each of which has its

own investment objective, policies and

restrictions.1 The Portfolios serve as

funding vehicles for variable annuity

contracts (‘‘Contracts’’) and variable life

insurance policies (‘‘Policies’’) offered

through separate accounts (‘‘Separate

Accounts’’) of Jefferson Pilot Financial

Insurance Company, Jefferson Pilot

LifeAmerica Insurance Company,

Alexander Hamilton Life Insurance and

Jefferson-Pilot Life Insurance Company.

Owners of the Contracts and Policies

(‘‘Owners’’) will be able to select subaccounts of the Separate Accounts that

invest in the Portfolios to fund the

Contracts and Policies. Shares of the

Portfolios will not be sold directly to the

public, but may be sold to qualified

pension plans under the Internal

Revenue Code of 1986, as amended.

2. The Manager, a wholly-owned

subsidiary of Jefferson-Pilot

Corporation, is registered as an

investment adviser under the

Investment Advisers Act of 1940

(‘‘Advisers Act’’). The Manager serves as

investment adviser to the Fund

pursuant to an investment advisory

agreement (‘‘Management Agreement’’)

and is paid a fee for its services based

on the value of the average daily net

assets of each Portfolio.

3. Pursuant to the Management

Agreement and subject to the

supervision of the board of directors of

the Fund (‘‘Board’’), the Manager (i)

selects and contracts at its own expense

with investment advisers registered

under the Advisers Act (‘‘Advisers’’) to

manage the purchase, retention, and

disposition of the investments,