Federal Register / Vol. 60, No. 247 / Tuesday, December 26, 1995 / Notices 66811

1Applicant received an order under section 26(b)

of the Act that approved the substitution of shares

of the Fund for applicant’s shares and under section

17(b) exempting applicant from section 17(a) for

certain affiliated transactions between applicant

and the Fund. See Investment Company Act Release

Nos. 17892 (Nov. 30, 1990) (notice) and 17922 (Dec.

18, 1990) (order).

credit would be given for the time that

the Old Contract was in effect.

7. Applicants submit that the history

for Rule 11a–2 does not reflect any

policy basis for the apparent

requirement that the sales load schedule

for the acquired security be applied to

Contract values carried over from the

exchanged security. Provisions of Rule

11a–2 relevant to exchanges of variable

annuity contracts with front-end sales

load structures effectively permit the

deduction of an aggregate sales load

based on the highest sales load rate

applicable to either the exchanged

security or acquired security.

Applicants submit that there is no

policy reason for permitting the highest

sales load rate to apply in the context of

contracts with a front-end sales load

structure, but not contracts with a

deferred sales load structure. Further,

Applicants note that Rule 11a–3, which

applies to exchange offers involving

mutual fund shares, prohibits the

deduction of a deferred sales load on an

exchanged security at the time of

exchange, but permits the deduction of

that sales load when the acquired

security is redeemed, provided that,

among other things, credit is given for

the time the acquired security was held.

Thus, Applicants state that Rule 11a–3

would permit the CDSC deductions as

contemplated in the Exchange Offer and

cite examples 4 and 5 in the appendix

to the Commission release adopting

Rule 11a–3 (Inv. Co. Act Rel. No. 17097)

in support of their view. Applicants

submit that there is no policy reason for

applying different rules to mutual fund

exchange offers than are applied to

separate account exchange offers.

Applicants’ Conclusion

For the reasons set forth above,

Applicants submit that the Exchange

Offer complies with the general

principals of Section 11(a) and Rules

11a–2 and 11a–3 and does not present

any of the abuses that Section 11 was

intended to prevent. Accordingly,

Applicants request approval pursuant to

Section 11(c) of the 1940 Act to the

extent necessary to permit the Exchange

Offer to be made to owners of the Old

Contracts as described above.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–31220 Filed 12–22–95; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

21606; 811–4649]

Shearson Lehman Series Fund

December 19, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Shearson Lehman Series

Fund.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on September 12, 1995.

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 applicant with a

copy of the request, personally or by

mail. Hearing requests should be

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

January 16, 1996 and should be

accompanied by proof of service on the

applicant, 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 SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

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

Applicant, 388 Greenwich Street, New

York, New York 10013.

FOR FURTHER INFORMATION CONTACT:

Sarah A Buescher, Staff Attorney, at

(202) 942–0573, or Alison E. Baur,

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 or a fee from the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is an open-end

management investment company

organized as a Massachusetts business

trust. Applicant has five portfolios:

Money Market Portfolio, High Income

Bond Portfolio, Government Securities

Portfolio, Total Return Portfolio, and

Appreciation Portfolio. On April 25,

1986, applicant filed a Notification of

Registration on Form N–8A and a

registration statement on Form N–1A

pursuant to section 8(b) of the Act and

the Securities Act of 1933. The

registration statement became effective

on October 10, 1986, and the initial

public offering commenced shortly

thereafter.

2. On January 17, 1990, applicant’s

board of trustees approved a proposal

(the ‘‘Plan’’) whereby applicant would

be replaced with the IDS Life Series

Fund, Inc. (the ‘‘Fund’’) as the

investment vehicle for the single

premium variable life insurance policies

issued by IDS Life Insurance Company

of New York and IDS Life Insurance

Company. The Plan called for

applicant’s sole shareholder, IDS Life

Variable Account for Shearson Lehman,

to redeem all of its shares of applicant.1

3. On December 28, 1990, applicant’s

sole shareholder redeemed its shares of

applicant and applicant distributed to

its shareholder applicant’s assets in

kind. The distribution had a net asset

value of $18,779,858. No redemption fee

or sales charge was imposed in

connection with the transaction.

Applicant transferred all of its

remaining assets and liabilities to the

Fund.

4. In connection with its liquidation,

applicant incurred minimal expenses,

consisting of accounting, administrative,

and legal expenses, all of which were

paid by IDS Life Insurance Company of

New York and IDS Life Insurance

Company. At the time of its liquidation,

applicant had amortized all but

approximately $46,155 of its

organizational expenses. This amount

was absorbed by Shearson Lehman

Brothers Inc., applicant’s sponsor.

5. As of the date of this application,

applicant has no outstanding debts or

liabilities. Applicant has no

shareholders and is not a party to any

litigation or administrative proceeding.

Applicant is not presently engaged, nor

does it propose to engage, in any

business activities other than those

necessary for the winding-up of its

affairs.

6. Applicant intends to file the

appropriate notice of termination

required to terminate its existence as a

Massachusetts business trust.
66812 Federal Register / Vol. 60, No. 247 / Tuesday, December 26, 1995 / Notices

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–31237 Filed 12–22–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21608; No. 812–9658]

Safeco Life Insurance Company et al.

December 19, 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: Safeco Life Insurance

Company (‘‘Safeco’’), Safeco Resource

Variable Account B (‘‘Account B’’),

Safeco Separate Account C (‘‘Account

C’’), First Safeco National Life Insurance

Company of New York (‘‘First Safeco’’),

Safeco Resource Series Trust (‘‘Trust’’),

Safeco Asset Management Company

(‘‘Asset Management’’).

RELEVANT 1940 ACT SECTIONS: Order

requested under Section 6(c) of the 1940

Act for exemptions from Sections 9(a),

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

and Rules 6e–2(a)(2), 6e–2(b)(15), and

6e–3(T)(b)(15) thereunder.

SUMMARY OF APPLICATION: Applicants

seek exemptive relief to the extent

necessary to permit shares of the Trust

and any other investment company that

is offered to fund variable insurance

products and for which Asset

Management, or any of its affiliates, may

serve as investment advisor,

administrator, manager, principal

underwriter, or sponsor to be sold to

and held by the separate accounts

(‘‘Separate Accounts’’) funding variable

annuity and variable life insurance

contracts (‘‘Variable Contracts’’) issued

by Safeco, First Safeco, or any existing

or future affiliated or unaffiliated life

insurance company (‘‘Participating

Insurance Companies’’) or to existing or

future qualified pension and retirement

plans outside of the separate account

context (‘‘Qualified Plans’’ or ‘‘Plans’’).

In addition, Applicants seek exemptive

relief to permit the assets of separate

accounts of Safeco and First Safeco to be

derived from the sale of scheduled

premium variable life insurance

contracts and flexible premium variable

life insurance contracts.

FILING DATE: The application was filed

on July 10, 1995, and was amended on

November 20, 1995. Applicants have

represented that they will file an

amendment during the notice period to

make the representations contained

herein.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested person 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

January 15, 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 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: Bibb L. Strench, Esq.,

Safeco Asset Management Company,

Safeco Plaza, Seattle, Washington

98185.

FOR FURTHER INFORMATION CONTACT:

Pamela K. Ellis, Senior Counsel, or

Wendy Finck Friedlander, Deputy

Chief, both at (202) 942–0670, 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 Trust is a Delaware business

trust registered under the 1940 Act as an

open-end management investment

company.

2. The Trust currently consists of five

separate series, each series representing

an interest in a separate investment

portfolio (‘‘Portfolios’’). The Board of

Trust may establish additional series of

shares at any time, each with its own

investment objective and policies.

3. Asset Management serves as

investment adviser to each Portfolio of

the Trust, and is registered with the

Commission as an investment adviser

under the Investment Advisers Act of

1940. Asset Management is a

Washington corporation and a whollyowned subsidiary of Safeco.

4. Safeco, also a Washington

corporation, is a holding company

whose primary subsidiaries are engaged

in the insurance and related financial

services businesses. Safeco is a whollyowned subsidiary of Safeco Corporation.

5. Account B and Account C are

separate accounts of Safeco, and are

registered with the Commission as unit

investment trusts under the 1940 Act.

6. First Safeco is a New York stock life

insurance company and is a whollyowned subsidiary of Safeco Corporation.

7. The Portfolios currently are sold to

Account B and Account C as investment

vehicles for variable annuity contracts

issued by Safeco. Applicants propose

that the Portfolios serve as investment

vehicles for various types of Variable

Contracts. Portfolio shares will be

offered to Separate Accounts of

Participating Insurance Companies,

including Safeco and First Safeco,

which enter into participation

agreements with the Trust. In addition,

Applicants propose that the Trust offer

and sell shares in its Portfolios directly

to Qualified Plans.

8. Applicants state that each

Participating Insurance Company will

have the legal obligation of satisfying all

applicable requirements under state law

and the federal securities laws in

connection with any Variable Contract

issued by such company. Applicants

further state that the role of the Trust

under this arrangement will consist of

offering its shares to the Separate

Accounts and fulfilling any conditions

the Commission may impose upon

granting the order requested in the

application.

9. In addition, Applicants state that

the Trust desires to avail itself of the

opportunity to increase its asset base

through the sale of its shares to

Qualified Plans, consistent with

applicable tax law. The Qualified Plans

may choose any of the Portfolios as the

sole investment option under the

Qualified Plan or as one of several

investment options. Qualified Plan

participants may or may not be given an

investment choice among available

alternatives depending on the Qualified

Plan itself. Shares of any Portfolio sold

to such Qualified Plans would be held

by the trustee(s) of such Qualified Plan

as mandated by Section 403(a) of the

Employee Retirement Income Security

Act (‘‘ERISA’’). Asset Manager will not

act as investment adviser to any of the

Qualified Plans that will purchase

shares of the Trust.

Applicants’ Legal Analysis

1. Applicants request that the

Commission issue an order under

Section 6(c) of the 1940 Act exempting

them 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) to the extent

necessary to permit mixed and shared

funding, as defined below. In addition,

Applicants seek exemption from Rule

6e–2(a)(2) to the extent necessary to

permit the assets of the separate