Federal Register / Vol. 60, No. 239 / Wednesday, December 13, 1995 / Notices 64089

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–30298 Filed 12–12–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21586; File No. 812–9386]

Massachusetts Mutual Life Insurance

Company, et al.

December 7, 1995.

AGENCY: U.S. Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (‘‘1940 Act’’).

APPLICANTS: Massachusetts Mutual Life

Insurance Company (‘‘MassMutual’’),

Massachusetts Mutual Variable Life

Separate Account I (‘‘Separate

Account’’) and MML Investors Services,

Inc. (‘‘MMLISI’’).

RELEVANT 1940 ACT SECTIONS: Order

requested pursuant to Section 6(c) of the

1940 Act for exemptions from Sections

27(a)(3) and 27(c)(2) of the 1940 Act and

Rules 6e–3(T)(b)(13)(ii) and 6e–

3(T)(c)(4)(v) thereunder.

SUMMARY OF THE APPLICATION:

Applicants seek an order: (1) to permit

them to deduct from premium payments

received in connection with certain

flexible premium variable life insurance

policies (‘‘Policies’’) issued by

MassMutual and any other flexible

premium variable life insurance policies

(‘‘Other Policies’’) issued by

MassMutual in the future and made

available through the Separate Account

or any other separate account

established in the future by MassMutual

to support flexible premium variable life

insurance contracts (‘‘Future

Accounts’’), an amount less than or

approximately equal to the amount by

which MassMutual’s federal tax

liabilities will be increased as a result of

its receipt of those premium payments;

and (2) to permit the deduction from

premium payments in amounts less

than or equal to the minimum planned

premium under the Policies of a sales

load that is greater than the sales load

previously deducted from premium

payments in amounts exceeding the

minimum planned premium.

FILING DATES: The application was filed

on December 23, 1994, and amended on

June 28, 1995, and September 12, 1995.

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

should be received by the Commission

by 5:30 p.m. on January 2, 1996, 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, U.S. Securities

and Exchange Commission, 450 Fifth

Street, NW., Washington, DC 20549.

Applicants, Thomas F. English, Esq.,

Massachusetts Mutual Life Insurance

Company, 1295 State Street, Springfield,

Massachusetts 01111.

FOR FURTHER INFORMATION CONTACT:

Joyce Merrick Pickholz, Senior Counsel,

or Wendy Finck Friedlander, Deputy

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.

Applicants’ Representations

1. MassMutual is a mutual life

insurance company organized under

Massachusetts law.

2. The Separate Account was

established as a separate investment

account of MassMutual for the purpose

of investing net premium payments

received under variable life insurance

contracts. It is registered under the 1940

Act as a unit investment trust.

3. MMLISI serves as the principal

underwriter for the Policies. MMLISI is

registered with the Commission as a

broker-dealer under the Securities

Exchange Act of 1934, and is a member

of the National Association of Securities

Dealers, Inc. MMLISI may serve as

principal underwriter for Other Policies

issued by MassMutual in the future.

4. The Policies are flexible premium

variable life insurance policies available

on a ‘‘Case’’ or on an individual basis.

Insureds purchasing a Policy on a ‘‘Case

basis’’ share a common employment or

other institutional relationship. All

Policies in any Case are aggregated for

purposes of determining issue dates,

policy dates, underwriting requirements

and sales load percentages. Individual

insureds with Case Policies may

exercise all rights and privileges under

the Policy through their employer or

other sponsoring entity acting as Case

administrator. After termination of the

employment or other relationship, an

individual Policy owner may exercise

such rights and privileges directly. The

minimum Case premium is $250,000 of

first year annualized premiums for all

Policies in a Case.

5. The sales load component of the

premium deduction is based on the

aggregate initial premiums paid for all

Policies in a Case (‘‘Initial Case

Premium’’). For Policies issued in a

Case with an Initial Case Premium of at

least $1,000,000, the sales load remains

level over the life of the Policies. For

Policies issued in a Case with an Initial

Case Premium of less than $1,000,000,

the sales load applied to any premium

payment not exceeding the minimum

planned Policy premium amount will be

set at one level for the first five Policy

years, and then reset at a lower, level

amount after the fifth Policy year.

During the first five Policy years,

premiums are tracked on an annual

cumulative basis for each Policy, and

the sales load will be assessed at a

higher level for premium payments

made at or below the specified

minimum planned Policy premium.

6. No surrender charge is imposed

under the Policies.

7. MassMutual deducts a state

premium tax charge from each premium

payment made under the Policies. The

level of such charge varies from state to

state. Currently, state premium tax rates

range from 2% to 3.5%.

8. MassMutual proposes to deduct

from premium payments a charge for

the federal tax burden imposed by

deferred acquisition costs (‘‘DAC tax’’)

in the amount of 1% of premium

payments. This amount is, at most,

approximately equal to or less than the

increase in MassMutual’s federal

income tax obligations based upon

premiums received under the Policies.

9. In the Omnibus Budget

Reconciliation Act of 1990 (‘‘OBRA’’),

Congress amended Section 848 of the

Internal Revenue Code of 1986 (the

‘‘Code’’). In relevant part, Section 848

requires insurance companies to

capitalize and amortize over a period of

ten years certain general expenses for

the current year. Under prior law, those

expenses would have been deductible in

full from an insurance company’s gross

income in the current tax year.

10. The amount of deductions that

would have to be capitalized and

amortized over ten years is based upon

‘‘net premiums’’ received in connection

with certain types of insurance contracts

(‘‘specified contracts’’). More

specifically, an amount of expenses

equal to a percentage of the current

year’s net premiums (i.e., gross

premiums minus return premiums and
64090 Federal Register / Vol. 60, No. 239 / Wednesday, December 13, 1995 / Notices

reinsurance premiums) must be

capitalized and amortized for each

specified contract. The amount of

general deductions that must be

capitalized varies, depending upon the

type of contract to which the premiums

received relate, according to a schedule

set forth in Section 848. The Policies fall

into the category of individual life

insurance contracts under Section 848

for which 7.7% of net premiums

received must be capitalized and

amortized.

11. The impact of the DAC tax on

MassMutual may be quantified as

follows. For each $10,000 of premiums

received by MassMutual under the

Policies in a given year, MassMutual

must capitalize $770 (i.e., 7.7% of

$10,000); $38.50 (one-half year’s portion

of the ten-year amortization) of this

amount may be deducted in the current

year. The remaining $731.50 (i.e., $770

minus $38.50) is subject to taxation at

the corporate tax rate of 35 percent. As

a result, MassMutual would owe

approximately $256.03 more in taxes for

the current year than before the OBRA

tax changes. However, this current tax

increase will be offset partially by

deductions allowed during the next ten

years as a result of amortizing the

remainder of the $770–$77 in each of

the following nine years, and $38.50 in

year ten. When estimating the economic

impact of the tax increase, the benefit to

MassMutual of being able to deduct

$77.00 per year for each of the

subsequent nine years and $38.50 for

the tenth year must be discounted, so

that only the present value of those

deductions would be subtracted from

the $256.03.

12. To the extent that capital must be

used by MassMutual to satisfy its

increased federal tax burden under

Section 848, such capital used to satisfy

this increased federal tax burden under

Section 848 is, in essence, MassMutual’s

after tax rate of return—i.e., the return

MassMutual seeks on invested capital—

of at least 8 percent. Accordingly, in the

business judgment of MassMutual, a

discount rate of at least 8% is

appropriate for use in calculating the

present value of MassMutual’s future

tax deductions resulting from the

amortization described above. To the

extent that the 8% discount rate is lower

than MassMutual’s actual after tax rate

of return, Applicants submit that a

measure of comfort is provided that the

calculation of MassMutual’s increased

tax burden attributable to the receipt of

premiums will continue to be

reasonable over time, even if the

corporate tax rate applicable to

MassMutual is reduced, or its after tax

rate of return is lowered.

13. MassMutual considered a number

of factors in determining the expected

after tax rate of return used in arriving

at this discount rate. For example,

MassMutual identified the level of

investment return that can be expected

to be earned over the long term on

various types of fixed income securities,

including the expected yield on 30-year

U.S. Treasury bonds and high-grade

corporate bonds, and adjusted these

rates in an amount considered

appropriate to compensated it for the

risks associated with allocating capital

to a lien of business, esp0ecially a

newer line of business without a

performance history. MassMutual also

considered whether this expected after

tax rate of return is within the normal

range in the life insurance industry.

14. Assuming a corporate tax rate of

35 percent, and applying a discount rate

of 8 percent, the present value of the

federal income tax effect of the

increased deductions allowable in the

following ten years is $174.60. Because

this amount partially offsets the

increased tax burden, Section 848

imposes an increased tax burden on

MassMutual with a present value equal

to $81.43 (i.e., $256.03 minus $174.60)

for each $10,000 of net premiums

received.

15. Because state premium taxes are

deductible in computing federal income

taxes, MassMutual does not incur

incremental income tax when it passes

on state premium taxes to Policy

owners. In contrast, federal income

taxes are not deductible in computing

MassMutual’s federal income taxes. To

offset fully the impact of Section 848,

MassMutual must impose an additional

charge that would make it whole not

only for the $81.43 additional tax

burden attributable to Section 848, but

also for the tax on the additional $81.43

itself. This additional charge may be

determined by dividing $81.43 by the

complement of the 35% federal

corporate income tax rate (i.e., 65%),

resulting in an additional charge of

$125.28 for (i.e., 1.25% of) each $10,000

of net premiums.

16. Based on prior experience,

MassMutual believes that it is

reasonable to expect that virtually all

future deductions will be fully taken.

MassMutual submits that a charge of 1%

will reimburse it for the impact of

Section 848 on its federal tax liabilities.

Applicants represent that a 1% charge is

reasonably related to MassMutual’s

increased federal tax burden under

Section 848, taking into account the

benefit to MassMutual of the

amortization permitted by Section 848

and the use by MassMutual of a

discount rate of 8% in computing the

future deductions resulting from such

amortization.

17. Applicants also represent that the

charge to be deducted under Other

Policies by MassMutual pursuant to the

relief requested will be reasonably

related to MassMutual’s increased

federal tax burden under Section 848,

taking into account the benefit to

MassMutual of the amortization

permitted by Section 848, and the use

by MassMutual of an appropriate

discount rate (i.e., a rate not less than

MassMutual’s expected after tax rate of

return) in computing the cost of the

increased tax burden ad the present

value of the future deductions resulting

from such amortization.

Applicants’ Legal Analysis

1. Section 6(c) of the 1940 Act, in

relevant part, authorizes the

Commission, by order upon application

to exempt any person or transaction or

class of persons or transactions from the

provisions of the 1940 Act or rules

thereunder, if and to the extent that the

exemption is necessary or 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.

2. Applicants request an order of the

Commission pursuant to Section 6(c) of

the 1940 Act exempting them from the

provisions of Section 27(c)2) of the 1940

Act and Rule 6e–3(T)(c)(4)(v)

thereunder to permit deductions from

premium payments received in

connection with the Policies and Other

Policies an amount that is reasonable in

relation to MassMutual’s federal income

tax burden related to the receipt of such

premiums. Applicants further request

an exemption from Rule 6e–3(T)(c)(4)(v)

of the 1940 Act to permit the proposed

deductions to be treated as other than

sales load.

3. Applicants also request that the

Commission grant an order exempting

them from the ‘‘stair step’’ provisions of

Section 27(a)(3) of the 1940 Act and

Rule 6e–3(T)(b)(13)(ii) thereunder in

connection with the sale of units of

interest in the Separate Account under

the Policies.

Section 27(c)(2) and Rule 6e–

3(T)(c)(4)—DAC Tax Exemption

1. The Separate Account is, and the

Future Accounts will be, regulated

under the 1940 Act as if they were the

issuers of periodic payment plan

certificates. Accordingly, the Separate

Account, the Future Accounts,

MassMutual (as the depositor for the

Separate Account) and MMLISI (as

principal underwriter of the Policies)
Federal Register / Vol. 60, No. 239 / Wednesday, December 13, 1995 / Notices 64091

are deemed to be subject to Section 27

of the 1940 Act.

2. Section 27(c)(2) of the 1940 Act

prohibits the sale of periodic payment

plan certificates unless the proceeds of

all payments (except such amounts as

are deducted for sales load) are held

under an indenture or agreement

containing in substance the provisions

required by Section 26(a) (2) and (3) of

the 1940 Act. Sections 27(a)(1) and

27(h)(1) of the 1940 Act limit sales loads

on periodic payment plan certificates to

9% of total payments to be made.

3. Rule 6e(3)(T) provides a broad

range of exemptive relief for the offering

of flexible premium variable life

insurance policies such as the Policies

and the Other Policies. Paragraph

(b)(13)(iii) of Rule 6e–3(T) provides

relief from 27(c)(2) of the 1940 Act to

the extent necessary to permit ‘‘[t]he

deduction of premium or other taxes

imposed by any state or other

governmental entity.’’ Applicants

submit that the exemptive relief needed

to permit the deduction of a DAC tax

charge is provided without regard to

whether the taxes are imposed by states

or other governmental entities.

However, Applicants acknowledge the

argument that, although it increases an

insurance company’s tax liability

because of the type of premium

payments received, Section 848 of the

Code does not purport to impose a tax

on life insurance companies.

Accordingly, Applicants request an

exemption from Section 27(c)(2) to

address any concern that the proposed

DAC tax charge might not be deemed to

be entitled to the exemptive relief from

that Section provided by Rule 6e–

3(T)(b)(13)(iii).

4. Rule 6e–3(T)(c)(4) defines ‘‘sales

load’’ as the excess of premium

payments over certain itemized charges

and deductions. A deduction for an

insurer’s DAC tax expense as described

above does not fall squarely into any of

those itemized charges or deductions.

Arguably, then, such a deduction may

be treated as ‘‘sales load’’ under a literal

reading of Rule 6e–3(T)(c)(4).

Applicants request an exemption from

Rule 6e–3(T)(c)(4)(v) to permit the

proposed DAC tax charge to be assessed

without treating the charge as a

deduction to cover sales and

distribution expenses.

5. Applicants submit that there is no

public policy reason for treating as

deductions made to pay costs

attributable to federal taxes (e.g., the

proposed DAC tax charge) as sales load.

Applicants also assert that language in

the releases in which the Commission

adopted and amended Rule 6e–3(T)

does not suggest that such a result was

intended, despite the literal wording of

paragraph (c)(4) of the Rule.

6. Applicants assert that the public

policy that underlies Section 27(a)(1) of

the 1940 Act is to prevent excessive

sales loads from being charged in

connection with the sale of periodic

payment plan certificates. Applicants

submit that the treatment of a DAC tax

charge as sales load would not further

this legislative purpose. Applicants state

that the Commission has concurred with

this conclusion by excluding deductions

for state premium taxes from the

definition of ‘‘sales load’’ in paragraph

(c)(4) of Rule 6e–3(T).

7. Applicants asset that, in evaluating

whether it is consistent with the

purposes and policies of the 1940 Act

for deductions made to pay federal taxes

to be excluded from sales load, it is

helpful to examine the definition of

‘‘sales load’’ in Section 2(a)(35) of the

1940 Act. Section 2(a)(35) of the 1940

Act defines ‘‘sales load’’ as the

difference between the price of a

security offered to the public and that

portion of the proceeds from its sale

which is received and invested or held

for investment by the issuer (or in the

case of a unit investment trust, by the

depositor or trustee), less any portion of

such difference deducted for trustee’s or

custodian’s fees, insurance premiums,

issue taxes, or administrative expenses

or fees which are not properly

chargeable to sales or promotional

activities. Applicants note that both

Section 2(a)(35) and Rule 6e–3(T)(c)(4)

define ‘‘sales load’’ derivatively.

8. Applicants further assert that

Section 2(a)(35) excludes from the

definition of ‘‘sales load’’ under the

1940 Act deductions from payments for

‘‘issue taxes.’’ Applicants submit that

issue taxes incurred as a result of selling

an investment company security would

be similar to premium taxes incurred as

a result of the sale of a variable life

insurance policy. This suggests that it is

consistent with the 1940 Act’s policies

to exclude from the definition of ‘‘sales

load’’ in Rule 6e–3(T) deductions made

to pay federal tax obligations incurred

as a result of receipt of premiums.

9. Applicants submit that the

reference in Section 2(a)(35) to

administrative expenses or fees that are

‘‘not properly chargeable to sales or

promotional activities’’ suggests that the

only deductions intended to fall within

the definition of ‘‘sales load’’ are those

that are properly chargeable to such

activities. Because the proposed

deductions will be used to compensate

MassMutual for its increased federal tax

burdens attributable to the receipt of

premiums, and are not properly

chargeable to sales or promotional

activities, Applicants assert that the

language in Section 2(a)(35) indicates

that treating the proposed DAC tax

charge as other than sales load is

consistent with the policies of the 1940

Act.

10. Finally, Applicants state that the

limitation to state premium taxes of the

premium tax exclusion from the

definition of ‘‘sales load’’ in Rule 6e–

3(T)(c)(4)(v) probably is an historical

accident. When Rule 6e–3(T) was

adopted and later amended, the federal

government did not impose taxes based

upon receipt of premiums. Applicants

note that nothing in the Commission

releases dealing with Rule 6e–3(T)

suggests that the exclusion of premium

tax deductions from the definition of

sales load was based on the type of

governmental entity imposing such

taxes.

11. Applicants assert that the

requested relief with respect to the

Policies or Other Policies issued

through the Separate Account or Future

Accounts is appropriate in the public

interest because it would promote

competitiveness in the variable life

insurance market by eliminating the

need for MassMutual to file redundant

exemptive applications, thereby

reducing administrative expenses and

maximizing the efficient use of its

resources. The delay and expense

involved in having to seek exemptive

relief repeatedly would impair

MassMutual’s ability to take advantage

effectively of business opportunities as

they arise. In addition, Applicants state

that the requested relief is consistent

with the purposes of the 1940 Act and

the protection of investors for the same

reasons. If Mass Mutual was required to

seek exemptive relief repeatedly with

respect to the same issues addressed in

this request for relief, investors would

not receive any benefit or additional

protection thereby and might be

disadvantaged as a result of

MassMutual’s increased overhead

expenses.

Conditions for Relief

1. Applicants represent that

MassMutual will monitor the

reasonableness of the 1% charge.

2. Applicants represent that the

registration statement for each Policy or

Other Policy under which the 1%

charge is deducted will: (i) disclose the

charge; (ii) explain the purpose of the

charge; and (iii) state that the charge is

reasonable in relation to MassMutual’s

increased federal tax burden as a result

of applying Section 848 of the Code.

3. Applicants represent that the

registration statement for each Policy or

Other Policy under which the 1%
64092 Federal Register / Vol. 60, No. 239 / Wednesday, December 13, 1995 / Notices

charge is deducted will contain as an

exhibit an actuarial opinion as to: (i) the

reasonableness of the charge in relation

to MassMutual’s increased federal tax

burden resulting from the application of

Section 848 of the Code; (ii) the

reasonableness of the expected after tax

rate of return that is used in calculating

the charge; and (iii) the appropriateness

of the factors used to determine

MassMutual’s expected after tax rate of

return.

Section 27(a)(3) and Rule 6e–

3(T)(b)(13)(ii)—‘‘Stair Step’’ Exemption

1. Section 27(a)(3) of the 1940 Act

provides that the amount of sales load

which may be deducted from any of the

first twelve monthly payments on a

periodic payment plan certificate may

not exceed proportionately the amount

deducted from any other such payment,

and that the sales load deducted from

any subsequent payment may not

exceed proportionately the amount

deducted from any other subsequent

payment.

2. Rule 6e–3(T)(b)(13)(ii) provides an

exemption from Section 27(a)(3),

provided that the proportionate amount

of sales load deducted from any

payment does not exceed the

proportionate amount deducted from

any prior payment, unless an increase is

caused by reductions in the annual cost

of insurance or in sales load for amounts

transferred to a variable life insurance

policy from another plan of insurance.

3. Under MassMutual’s proposed

sales load structure for Policies issued

in a Case with an Initial Case Premium

of less than $1,000,000, during the first

five Policy years, MassMutual assesses a

front-end sales load of 15% of premium

payments made which are less than or

equal to the minimum planned Policy

premium, and 6% of premium

payments made which exceed the

minimum planned Policy premium.

After the fifth Policy Year, the sales load

percentages for these Policies will

decrease to 6% on all premium

payments. Thus, if during the first four

years of a Policy for which the Initial

Case Premium paid was less than

$1,000,000, a Policy owner makes a

premium payment which exceeds the

minimum planned Policy premium, the

percentage of sales load deducted (in

the next Policy Year) from that portion

of any premium payment which is less

than or equal to the minimum planned

Policy premium would exceed that

deducted from the prior premium

payment. Applicants request an

exemption from the requirements of

Section 27(a)(3) of the 1940 Act and

Rule 6e–3(T)(b0(13)(ii) thereunder

because the sales load structure under

the Policies appears to violate the ‘‘stairstep’’ provisions articulated in Section

27(a)(3) of the 1940 Act. Moreover,

Applicants note, the exemption from

Section 27(a)(3) provided by Rule 6e–

3(T)(b)(13)(ii) does not appear to cover

the case at hand.

4. Applicants represent that

MassMutual has designed the Policies

so that they comply with Rule 6e–3(T)’s

sales load limitations and are ‘‘refund

proof’’: i.e., sales load deductions from

premium payments will not exceed the

sales load limitations specified in Rule

6e–3(T)(b)(13)(i)(A) and will never

require the repayment of any sales

charges pursuant to Rule 6e–

3(T)(b)(13)(v)(A).

5. Applicants further represent that

MassMutual has designed the sales load

structure under the Policies to give

Policy owners significant flexibility

with respect to the timing and amount

of premium payments, while permitting

MassMutual to deduct only those

charges deemed necessary to defray

distribution expenses and support the

benefits under the Policies.

6. Applicants represent that the

proposed sales load design provides a

significant benefit to Policy owners by

passing through to them a portion of

MassMutual’s savings resulting from the

lower distribution costs associated with

Policies having an Initial Case Premium

of $1,000,000 or less and for which

premium payments are made during the

first five Policy Years which exceed the

minimum planned Policy premium set

for that Policy year. Applicants submit

that it would not be in the interest of

Policy owners to require the imposition

of a sales charge on premium payments

in excess of the minimum planned

Policy premium, or subsequent

premium payments that are higher than

Applicants deem necessary.

7. Applicants assert that Section

27(a)(3) was designed to address abuses

involving periodic payment plans under

which large amounts of front-end sales

load are deducted so early in life of the

plan that an investor redeeming in the

early periods would recoup little of his

or her investment. MassMutual

anticipates that: (i) a substantial number

of the Policies will be sold in

connection with rollover transactions

effectuated pursuant to Section 1035 of

the Code; and (ii) under such a scenario,

there will be a higher occurrence of

premium payments made in the first

Policy year which exceed the minimum

planned premium payment by Policy

owners purchasing Policies having an

Initial Case Premium of less than

$1,000,000. For these reasons,

Applicants submit that the proposed

sales load structure would not present

the type of abuse that Section 27(a)(3)

was designed to prevent.

8. Moreover, Applicants assert that, to

the extent that owners of Policies with

an Initial Case Premium of less than

$1,000,000 make premium payments

during the first Policy year which

exceed the minimum planned Policy

premium, MassMutual’s proposed sales

load structure will cause a greater

proportion of the Policies’ sales charges

to be deducted later than they otherwise

might have been deducted. In this

regard, Applicants note that

MassMutual could have decided to

assess a sales load of 30% on premium

payments less than or equal to the

minimum planned Policy premium

made during the first Policy year, and

7.89% on premium payments made

thereafter. Applicants submit that, by

spreading sales charges more evenly

over the life of a Policy, MassMutual’s

sales load structure furthers the

purposes of Section 27(a)(3) of the 1940

Act.

Conclusion

Applicants submit that, for the

reasons and upon the facts set forth

above, the requested exemptions would

be appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policies 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. 95–30356 Filed 12–12–95; 8:45 am]

BILLING CODE 8010–01–M

[File No. 1–9973]

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (The Middleby

Corporation, Common Stock, $0.01 Par

Value)

December 7, 1995.

The Middleby 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’’) from listing and

registration on the American Stock

Exchange, Inc. (‘‘Amex’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following: