3904 Federal Register / Vol. 60, No. 12 / Thursday, January 19, 1995 / Notices

1Applicants represent that the Separate Accounts

will be unit investment trusts, and that, during the

Notice Period, the application will be amended to

reflect this representation.

2Applicants represent that, during the Notice

Period, the application will be amended to reflect

this representation.

3Applicants represent that, during the Notice

Period, the application will be amended to reflect

this representation.

2. Private Equities and MorAmerica

Capital may file on a consolidated basis

pursuant to the above condition only so

long as the amount of Private Equities’

total consolidated assets invested in

assets other than (a) securities issued by

MorAmerica Capital or (b) securities

similar to those in which MorAmerica

Capital invests, does not exceed 10%.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–1289 Filed 1–18–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20830; No. 812–9306]

Offitbank Variable Insurance Fund,

Inc., et al.

January 11, 1995.

AGENCY: Securities and Exchange

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

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (‘‘1940 Act’’).

APPLICANTS: Offitbank Variable

Insurance Fund, Inc. (‘‘Fund’’) and

Offitbank (collectively, ‘‘Applicants’’).

RELEVANT 1940 ACT SECTIONS: Order

requested under Section 6(c) of the 1940

Act for exemptions from Sections 9(a),

13(a), and 15(a) and 15 (b) of the 1940

Act and Rules 6e–2(b)(15) and 6e–

3(T)(b)(15) thereunder.

SUMMARY OF APPLICATION: Applicants

seek an order exempting themselves and

certain affiliated and unaffiliated life

insurance companies (‘‘Participating

Insurance Companies’’) and their

separate accounts (‘‘Separate

Accounts’’) to the extent necessary to

permit shares of any current or future

investment series of the Fund to be sold

to and held by Separate Accounts

funding variable annuity and variable

life insurance contracts issued by

Participating Insurance Companies.

FILING DATE: The application was filed

on October 24, 1994.

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 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

February 6, 1995, 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 requester’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 SEC.

ADDRESSES: Secretary, SEC, 450 5th

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

Applicants: Stephen Brent Wells,

Offitbank Variable Insurance Fund, Inc.,

237 Park Avenue, Suite 910, New York,

New York 10017.

FOR FURTHER INFORMATION CONTACT:

Pamela K. Ellis, Attorney, at (202) 942–

0554, Office of Insurance Products

(Division of Investment Management).

SUPPLEMENTARY INFORMATION: Following

is a summary of the application. The

complete application is available for a

fee from the SEC’s Public Reference

Branch.

Applicants’ Representations

1. The Fund is a Maryland

corporation registered under the 1940

Act as an open-end management

investment company.

2. The Fund’s common stock is

divided into separate series, each series

representing an interest in a separate

investment portfolio (‘‘Existing

Portfolios’’). The Board of Directors of

the Fund is authorized to classify or

reclassify any unissued shares of the

portfolios (‘‘New Portfolios’’) (together

with Existing Portfolios, ‘‘Portfolios’’).

3. The Portfolios will serve as

investment vehicles for various types of

variable annuity and variable life

insurance contracts (‘‘Variable

Contracts’’). Portfolio shares will be

offered to Separate Accounts of certain

affiliated and unaffiliated Participating

Insurance Companies which enter into

participation agreements (‘‘Participation

Agreements’’) with the Portfolios and

the Fund.1

4. Offitbank serves as investment

adviser to each of the Existing

Portfolios. Offit Funds Distributor, Inc.

(‘‘Offit’’) serves of the distributor for the

Existing Portfolios. Offitbank is a New

York state chartered trust company and

is exempt from registration as an

investment advisor or as a broker

dealer.2 Offit is a wholly-owned

subsidiary of Furman Selz Incorporated,

an unaffiliated, privately-held

corporation.3

Applicants’ Legal Analysis

1. Applicants request that the

Commission issue an order under

Section (6)(c) of the 1940 Act granting

exemptive relief from Sections 9(a),

13(a), 15(a) and 15(b) of the 1940 Act

and Rules 6e–2(b)(15) and 6e–

3(T)(b)(15). Exemptive relief is sought

by Applicants and affiliated and

unaffiliated Participating Insurance

Companies and their Separate Accounts

to the extent necessary to permit mixed

and shared funding, as defined below.

2. Rule 6e–2(b)(15) provides partial

exemptive relief from Sections 9(a),

13(a), 15(a) and 15(b) of the 1940 Act to

separate accounts registered under the

1940 Act as unit investment trusts to the

extent necessary to offer and sell

scheduled premium variable life

insurance contracts. The relief provided

by the rule also extends to a separate

account’s investment adviser, principal

underwriter, and sponsor or depositor.

3. The exemptions granted by Rule

6e–2(b)(15) are available only to a

management investment company

underlying a separate account

(‘‘underlying fund’’) that offers its

shares exclusively to variable life

insurance separate accounts of a life

insurer, or of any other affiliated life

insurance company, issuing scheduled

premium variable life insurance

contracts. The relief granted by Rule 6e–

2(b)(15) is not available to the separate

account issuing scheduled premium

variable life insurance contracts if the

underlying fund also offers its shares to

a separate account issuing variable

annuity or flexible premium variable

life insurance contracts. The use of a

common underlying fund as an

investment vehicle for both variable

annuity contracts and scheduled or

flexible premium variable life insurance

contracts is referred to herein as ‘‘mixed

funding.’’

4. Additionally, the relief granted by

Rule 6e–2(b)(15) is not available to

separate accounts issuing scheduled

premium variable life insurance

contracts if the underlying fund also

offers its shares to unaffiliated life

insurance company separate accounts

funding variable contracts. The use of a

common fund as an underlying

investment vehicle for separate accounts

of unaffiliated insurance companies is

referred to herein as ‘‘shared funding.’’

5. Rule 6e–3(T)(b)(15) provides partial

exemptions from Sections 9(a), 13(a),

15(a) and 15(b) of the 1940 Act to

separate accounts registered as unit

investment trusts that offer flexible

premium variable life insurance

contracts. The exemptive relief extends

to a separate account’s investment
Federal Register / Vol. 60, No. 12 / Thursday, January 19, 1995 / Notices 3905

4Applicants request no relief for variable annuity

separate accounts from the disqualification or passthrough voting provisions.

adviser, principal underwriter, and

sponsor or depositor. These exemptions

are available only where the underlying

fund of the separate accounts offers its

shares ‘‘exclusively to separate accounts

of the life insurer, or of any affiliated

life insurance company, offering either

scheduled contracts or flexible

contracts, or both; or which also offer

their shares to variable annuity separate

accounts of the life insurer or of an

affiliated life insurance company

* * *.’’ Therefore, Rule 6e–3(T) permits

mixed funding with respect to a flexible

premium variable life insurance

separate accounts, subject to certain

conditions. However, Rule 6e–3(T) does

not permit shared funding because the

relief granted by Rule 6e–3(T)(b)(15) is

not available to a flexible premium

variable life insurance separate account

that owns shares of a management

company that also offers its shares to

separate accounts (including variable

annuity and flexible premium and

scheduled premium variable life

insurance separate accounts) of

affiliated life insurance companies.

6. For these reasons, Applicants seek

an order under Section 6(c) of the 1940

Act. Section 6(c) authorizes the

Commission to grant exemptions from

the provisions of the 1940 Act, and rules

thereunder, if and to the extent that an

exemption is necessary or appropriate

in the pubic interest and consistent with

the protection of investors and the

purposes fairly intended by the policy

and provisions of the 1940 Act.

7. Section 9(a) of the 1940 Act makes

it unlawful for any company to serve as

an investment adviser to, or principal

underwriter for, any registered openended investment company if an

affiliated person of that company is

subject to any disqualification specified

in Sections 9(a)(1) or 9(a)(2).

Subparagraphs (b)(15)(i) and (ii) of

Rules 6e–2 and 6e–3(T) provide

exemptions from Section 9(a) under

certain circumstances, subject to

limitations on mixed and shared

funding. The relief provided by

subparagraphs (b)(15)(i) of Rules 6e–2

and 6e–3(T) permits a person

disqualified under Section 9(a) to serve

as an officer, director, or employee of

the life insurer, or any of its affiliates,

so long as that person does not

participate directly in the management

or administration of the underlying

fund. The relief provided by

subparagraph (b)(15)(ii) of Rules 6e–2

and 6e–3(T) permits the life insurer to

serve as the underlying fund’s

investment adviser or principal

underwriter, provided that none of the

insurer’s personnel who are ineligible

pursuant to Section 9(a) are

participating in the management or

administration of the fund.

8. Applicants state that the partial

relief granted under subparagraphs

(b)(15) of Rules 6e–2 and 6e–3(T) from

the requirements of Section 9(a), in

effect, limits the monitoring of an

insurer’s personnel that would

otherwise be necessary to ensure

compliance with Section 9 to that which

is appropriate in light of the policy and

purposes of Section 9. Applicants

submit that Rules 6e–2 and 6e–3(T)

recognize that it is not necessary for the

protection of investors or for the

purposes of the 1940 Act to apply the

provisions of Section 9(a) to the many

individuals in an insurance company

complex, most of whom typically will

have no involvement in matters

pertaining to an investment company in

that organization. Applicants further

submit that there is no regulatory reason

to apply the provisions of Section 9(a)

to the many individuals in various

unaffiliated Participating Insurance

companies that may utilize the

Portfolios as the funding medium for

variable contracts because of mixed and

shared funding.

9. Subparagraph (b)(15)(iii) of Rules

6e–2 and 6e–3T provide partial

exemptions from Sections 13(a), 15(a)

and 15(b) of the 1940 Act to the extent

that those sections have been deemed by

the Commission to require ‘‘passthrough’’ voting with respect to

management investment company

shares held by a separate account, to

permit the insurance company to

disregard the voting instructions of its

contractowners in certain limited

circumstances.4

10. Voting instructions may be

disregarded under subparagraph

(b)(15)(iii)(A) of Rules 6e–2 and 6e–3(T)

if they would cause the underlying fund

to make, or refrain from making, certain

investments which would result in

changes to the subclassification or

investment objectives of the underlying

fund, or to approve or disapprove any

contract between a fund and its

investment advisers, when required to

do so by an insurance regulatory

authority, subject to the provisions of

paragraphs (b)(15)(i) and (b)(7)(ii)(A) of

each Rule.

11. Under subparagraph (b)(15)(iii)(B)

of Rule 6e–2 and subparagraph

(b)(15)(iii)(A)(2) of Rule 6e–3(T), an

insurance company may disregard

contractowners’ voting instructions if

the contractowners initiate any change

in the underlying fund’s investment

objectives, principal underwriter or

investment adviser, provided that

disregarding such voting instructions is

reasonable and subject to the other

provisions of paragraph (b)(15)(ii) and

(b)(7)(ii)(B) and (C) of each Rule.

12. Applicants submit that shared

funding by affiliated life insurance does

not present any issues that do not

already exist where a single insurance

company is licensed to do business in

several or all states. In this regard,

Applicants state that a particular state

insurance regulatory body could require

action that is inconsistent with the

requirements of other states in which

the insurance company offers its

policies. Accordingly, Applicants

submit that the fact that different

insurer may be domiciled in different

states does not create a significantly

different or enlarged problem.

13. Applicants state further that,

under paragraph (b)(15) of Rules 6e–2

and 6e–3(T), the right of an insurance

company to disregard contractowners’

voting instructions does not raise any

issues different from those raised by the

authority of state insurance

administrators over separate accounts,

and that affiliation does not eliminate

the potential, if any, for divergent

judgments as to the advisability or

legality of a change in investment

policies, principal underwriter, or

investment adviser. Applicants state

that the potential for disagreement is

limited by the requirements in Rules

6e–2 and 6e–3(T) that the insurance

company’s disregard of voting

instructions be reasonable and based on

specific good faith determinations.

14. Applicants submit that mixed and

shared funding should benefit variable

contractowners by: (a) eliminating a

significant portion of the costs of

establishing and administering separate

funds; (b) permitting the expansion of

the variety of funding options available

under existing variable contracts; and

(c) encouraging more insurance

companies to offer variable contracts,

resulting in increased competition with

respect to both variable contract design

and pricing, which can be expected to

result in more product variation and

lower charges.

15. Applicants assert that there is no

significant legal impediment to

permitting mixed and shared funding.

Applicants state that each of the

Portfolios will be managed to attempt to

achieve its investment objective and not

to favor or disfavor any particular

Participating Insurance Company,

separate account, or type of insurance

product. Separate accounts organized as

unit investment trusts have historically

been employed to accumulate shares of
3906 Federal Register / Vol. 60, No. 12 / Thursday, January 19, 1995 / Notices

mutual funds which have not been

affiliated with the depositor or sponsor

of the separate account. Applicants also

believe that mixed and shared funding

will have no adverse federal income tax

consequences.

Applicants’ Conditions

The Applicants have consented to the

following conditions:

1. A majority of the Board of the Fund

shall consist of persons who are not

‘‘interested persons’’ of the Fund as

defined by Section 2(a)(19) of the 1940

Act and Rules thereunder, and as

modified by any applicable orders of the

Commission, except that, if this

condition is not met by reason of death,

disqualification, or bona fide resignation

of any Director(s), then the operation of

this conditions shall be suspended: (i)

for a period of 45 days, if the vacancy

or vacancies may be filled by the Board;

(ii) for a period of 60 days, if a vote of

shareholders is required to fill the

vacancy or vacancies; or (iii) for such

longer period as the Commission may

prescribe by order upon application.

2. The Board of the Fund will monitor

the Portfolios for the existence of any

material irreconcilable conflict between

the interests of the contractowners of all

separate accounts investing in any of the

Portfolios. A material irreconcilable

conflict may arise for a variety of

reasons, including:

(a) State insurance regulatory

authority action;

(b) A change in applicable federal or

state insurance, tax, or securities laws or

regulations, or a public ruling, private

letter ruling, no-action or interpretive

letter, or any similar action by

insurance, tax, or securities regulatory

authorities;

(c) An administrative or judicial

decision in any relevant proceeding;

(d) The manner in which investments

of a Portfolio are being managed;

(e) A difference among voting

instructions given by a variable annuity

and variable life insurance

contractowners; or

(f) A decision by a Participating

Insurance Company to disregard

contractowners’ voting instructions.

3. Participating Insurance Companies

and Offitbank will report any potential

or existing conflicts, of which they

become aware, to the Board of the Fund.

Participating Insurance Companies and

Offitbank will be obligated to assist the

Board in carrying out its responsibilities

under these conditions by providing the

Board with all information reasonably

necessary for it to consider any issues

raised. This responsibility includes, but

is not limited to, an obligation by each

Participating Insurance Company to

inform the Board whenever

contractowner voting instructions are

disregarded. The responsibility to report

such information and conflicts and to

assist the Board will be a contractual

obligation of all Participating Insurance

Companies investing in a Portfolio

under their Participation Agreements,

and those Participation Agreements

shall provide that such responsibilities

will be carried out with a view only to

the interests of the contractowners.

4. If a majority of the Board of the

Fund, or a majority of the Independent

Directors, determine that a material

irreconcilable conflict exists, the

relevant Participating Insurance

Companies shall, at their expense and to

the extent reasonably practicable (as

determined by a majority of

Independent Directors), take whatever

steps are necessary to remedy or

eliminate the irreconcilable material

conflict, up to and including: (a)

Withdrawing the assets allocable to

some or all of the Separate Accounts

from the Portfolios and reinvesting

those assets in a different investment

medium (including another Applicant,

if any) or submitting the question

whether such segregation should be

implemented to a vote of all affected

contractowners and, as appropriate,

segregating the assets of any appropriate

group (i.e., annuity contractowners, life

insurance contractowners, or variable

contractowners of one or more

Participating Insurance Companies that

votes in favor of such segregation), or

offering to the affected contractowners

the option of making such a change; and

(b) establishing a new registered

management investment company or

managed separate account. If a material

irreconcilable conflict arises because of

a Participating Insurance Company’s

decision to disregard contractowner

voting instructions, and that decision

represents a minority position or would

preclude a majority vote, the

Participating Insurance Company may

be required, at the election of Offitbank

(on behalf of one or more of the

Portfolios), to withdraw its Separate

Account’s investment therein, and no

charge or penalty will be imposed as a

result of such withdrawal. The

responsibility to take remedial action in

the event of a determination by the

Board of the Fund that an irreconcilable

material conflict exists and to bear the

cost of such remedial action shall be a

contractual obligation of all

Participating Insurance Companies

under their Participation Agreements,

and these responsibilities will be carried

out with a view only to the interests of

the contractowners.

For purposes of this condition, a

majority of Independent Directors shall

determine whether or not any proposed

action adequately remedies any

irreconcilable material conflict, but in

no event will the Fund or Offitbank be

required to establish a new funding

medium for any variable contract. No

Participating Insurance Company shall

be required by this condition to

establish a new funding medium for any

variable contract if an offer to do so has

been declined by a vote of a majority of

contractowners materially affected by

the irreconcilable material conflict.

5. The determination by the Board of

the Fund of the existence of an

irreconcilable material conflict and its

implications shall be made known

promptly in writing to all Participating

Insurance Companies in the Portfolios.

6. Participating Insurance Companies

will provide pass-through voting

privileges to all variable contractowners

so long as the Commission continues to

interpret the 1940 Act as requiring passthrough voting privileges for variable

contractowners. Accordingly,

Participating Insurance Companies will

vote shares of a Portfolio held in their

Separate Accounts in a manner

consistent with timely voting

instructions received from

contractowners. Each Participating

Insurance Company also will vote

shares of a Portfolio held in its Separate

Accounts for which no timely voting

instructions from contractowners are

received, as well as shares it owns, in

the same proportion as those shares for

which voting instructions are received.

Participating Insurance Companies shall

be responsible for assuring that each of

their Separate Accounts participating in

a Portfolio calculates voting privileges

in a manner consistent with other

Participating Insurance Companies. The

obligation to calculate voting privileges

in a manner consistent with all other

Separate Accounts investing in a

Portfolio shall be a contractual

obligation of all Participating Insurance

Companies under their Participation

Agreements.

7. Each Portfolio will notify all

Participating Insurance Companies that

prospectus disclosure regarding

potential risks of mixed and shared

funding may be appropriate. Each

Portfolio shall disclose in its Prospectus

that:

(a) Its shares may be offered to

insurance company separate accounts

that fund annuity and life insurance

contracts of Participating Insurance

Companies that may or may not be

affiliated with one another;

(b) Because of differences of tax

treatment or other considerations, the
Federal Register / Vol. 60, No. 12 / Thursday, January 19, 1995 / Notices 3907

5Applicants represent that, during the Notice

Period, the application will be amended to reflect

this representation.

interests of various contractowners

might at some time be in conflict; and

(c) The Board of the Fund will

monitor for any material conflicts and

determine what action, if any, should be

taken.

8. All reports received by the Board

regarding potential or existing conflicts,

and all action of the Board with respect

to determining the existence of a

conflict, notifying Participating

Insurance Companies of a conflict, and

determining whether any proposed

action adequately remedies a conflict,

will be properly recorded in the minutes

or other appropriate records, and such

minutes or other records shall be made

available to the Commission upon

request.

9. If and to the extent Rule 6e–2 or

Rule 6e–3(T) are amended, or Rule 6e–

3 is adopted, to provide exemptive relief

from any provision of the 1940 Act or

the rules thereunder with respect to

mixed and shared funding on terms and

conditions materially different from any

exemptions granted in the order

requested, then the Portfolios and/or the

Participating Insurance Companies, as

appropriate, shall take such steps as

may be necessary to comply with Rule

6e–2 and Rule 6e–3(T), as amended, and

Rule 6e–3, as adopted, to the extent

such rules are applicable.

10. The Portfolios will comply with

all provisions of the 1940 Act requiring

voting by shareholders (which, for these

purposes, shall be the persons having a

voting interest in the shares of the

Portfolios), and, in particular, each

Portfolio either will provide for annual

meetings (except insofar as the

Commission may interpret Section 16 of

the 1940 Act not to require such

meetings) or, as each Portfolio currently

intends, comply with Section 16(c) of

the 1940 Act (although the Portfolios are

not trusts described in this section) as

well as with Section 16(a) and, if and

when applicable, Section 16(b).5

Further, each Portfolio will act in

accordance with the Commission’s

interpretation of the requirements of

Section 16(a) with respect to periodic

elections of directors and with whatever

rules the Commission may adopt with

respect thereto.

11. The Participating Insurance

Companies and/or Offitbank shall, at

least annually, submit to the Board of

the Fund such reports, materials or data

as the Board may reasonably request so

that the Board may fully carry out the

obligations imposed upon it by these

stated conditions, and said reports,

materials, and data shall be submitted

more frequently if deemed appropriate

by the Board. The obligations of the

Participating Insurance Companies to

provide these reports, materials, and

data upon reasonable request of the

Board shall be a contractual obligation

of all Participating Insurance Companies

under their Participation Agreements.

Conclusion

For the reasons stated above,

Applicants assert that the requested

exemptions, in accordance with the

standards of Section 6(c), 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. 95–1233 Filed 1–18–95; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF STATE

Bureau of Oceans and International

Environmental and Scientific Affairs

[Public Notice 2150]

Conservation Measures for Antarctic

Fishing Under the Auspices of the

Commission for the Conservation of

Antarctic Marine Living Resources

AGENCY: Bureau of Oceans and

International Environmental and

Scientific Affairs, State Department.

ACTION: Notice.

SUMMARY: At its Thirteenth Meeting in

Hobart, Tasmania, October 26 to

November 4, the Commission for the

Conservation of Antarctic Marine Living

Resources (CCAMLR), of which the

United States is a member, adopted the

conservation measures and the

resolution listed below, pending

countries’ approval, pertaining to

fishing in the CCAMLR Convention

Area in Antarctic waters. These were

agreed upon in accordance with Article

IX, paragraph 6(A) of the Convention for

the Conservation of Antarctic Marine

Living Resources. The measures restrict

overall catches of certain species of fish,

prohibit the taking of certain species of

fish, list the fishing seasons, define the

reporting requirements, and specify

measures that must be taken to

minimize the incidental taking of nontarget species.

DATES: Persons wishing to comment on

the measures or desiring more

information should submit written

comments on or before February 8,

1995.

FOR FURTHER INFORMATION CONTACT:

Erica Keen, Division of Polar Affairs,

Office of Oceans Affairs (OES/OA/PA),

Room 5801, Department of State,

Washington, D.C. 20520, (202)647–3262.

SUPPLEMENTARY INFORMATION:

Conservation Measures Adopted at the

Thirteenth Annual Meeting of CCAMLR

At its Thirteenth Annual Meeting in

Hobart, Tasmania, October 26 to

November 4, 1994, the Commission on

the Conservation of Antarctic Marine

Living Resources (CCAMLR) adopted

the following conservation measures

and resolution. The conservation

measures addressing catch limitations

were adopted in accordance with

Conservation measure 7/V and therefore

enter into force immediately.

Conservation Measures Adopted in

1994

Conservation Measure 18/XIII

Procedure for According Protection to

CEMP Sites

The Commission,

Bearing in mind that the Scientific

Committee has established a system of

sites contributing data to the

CCAMLR Ecosystem Monitoring

Program (CEMP), and that additions

may be made to this system in the

future;

Recalling that it is not the purpose of

the protection accorded to CEMP sites

to restrict fishing activity in adjacent

waters;

Recognizing that studies being

undertaken at CEMP sites may be

vulnerable to accidental or willful

interference;

Concerned, therefore, to provide

protection for CEMP sites, scientific

investigations and the Antarctic

marine living resources therein, in

cases where a Member or Members of

the Commission conducting or

planning to conduct CEMP studies

believes such protection to be

desirable;

hereby adopts the following

Conservation Measure in accordance

with Article IX of the Convention:

1. In cases where a Member or

Members of the Commission

conducting, or planning to conduct,

CEMP studies at a CEMP site believe it

desirable that protection should be

accorded to the site, it, or they, shall

prepare a draft management plan in

accordance with Annex A to this

Conservation Measure.