Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices 62473 

1Notice of the United States Postal Service of 

Filing Modification to Global Reseller Expedited 

Package Contracts 4 Contract Negotiated Service 

Agreement, October 8, 2014 (Notice). 

1As used herein, a ‘‘Future Fund’’ is any 

investment company (or investment portfolio or 

series thereof), other than an Existing Fund, 

designed to be sold to VA Accounts and/or VLI 

Accounts and to which the Applicants or their 

affiliates may in the future serve as investment 

advisers, investment subadvisers, investment 

managers, administrators, principal underwriters, 

or sponsors. 

Arlington, Virginia 22230; Telephone 

703/292–8900. 

Purpose of Meeting: To advise NSF on 

the impact of its policies, programs and 

activities on the CISE community. To 

provide advice to the Assistant Director 

for CISE on issues related to long-range 

planning, and to form ad hoc 

subcommittees and working groups to 

carry out needed studies and tasks. 

Agenda: 

Overview and update of CISE budget 

and activities 

Working group breakout session: 

Growing number of students enrolled in 

computer science and engineering 

courses 

Presentation and discussion of the 

CISE Committee of Visitors report 

Panel discussion on data science 

activities 

Discussion with NSF Director, Dr. 

France Co ́rdova 

Closing remarks and wrap-up. 

Dated: October 10, 2014. 

Suzanne Plimpton, 

Acting, Committee Management Officer. 

[FR Doc. 2014–24691 Filed 10–16–14; 8:45 am] 

BILLING CODE 7555–01–P 

POSTAL REGULATORY COMMISSION 

[Docket Nos. CP2014–67; Order No. 2213] 

New Postal Product 

AGENCY: Postal Regulatory Commission. 

ACTION: Notice. 

SUMMARY: The Commission is noticing a 

recent Postal Service filing concerning a 

modification of Global Reseller 

Expedited Package Contracts 4 

negotiated service agreement. This 

notice informs the public of the filing, 

invites public comment, and takes other 

administrative steps. 

DATES: Comments are due: October 21, 

2014. 

ADDRESSES: Submit comments 

electronically via the Commission’s 

Filing Online system at http://

www.prc.gov. Those who cannot submit 

comments electronically should contact 

the person identified in the FOR FURTHER

INFORMATION CONTACT section by 

telephone for advice on filing 

alternatives. 

FOR FURTHER INFORMATION CONTACT: 

David A. Trissell, General Counsel, at 

202–789–6820. 

SUPPLEMENTARY INFORMATION: 

Table of Contents 

I. Introduction 

II. Notice of Filings 

III. Ordering Paragraphs 

I. Introduction 

On October 8, 2014, the Postal Service 

filed notice that it has agreed to a 

Modification to the existing Global 

Reseller Expedited Package Contracts 4 

negotiated service agreement approved 

in this docket.1 In support of its Notice, 

the Postal Service includes a redacted 

copy of the Modification and a 

certification of compliance with 39 

U.S.C. 3633(a), as required by 39 CFR 

3015.5. Id. Attachments 1 and 2. 

The Postal Service also filed the 

unredacted Modification and supporting 

financial information under seal. The 

Postal Service seeks to incorporate by 

reference the Application for NonPublic Treatment originally filed in this 

docket on August 8, 2014 for the 

protection of information that it has 

filed under seal. Id. at 1–2. 

The Modification replaces Annexes 1 

and 2 of the agreement. Annex 1 is 

Prices for Priority Mail Express 

International and Priority Mail 

International Tendered within Specific 

3 Digit ZIP Codes. Annex 2 is Prices for 

Priority Mail Express International and 

Priority Mail International Tendered 

from all ZIP Codes other than those 

Specified in Annex 1. 

The Postal Service intends for the 

rates in the Modification to become 

effective November 1, 2014. Id. at 1. 

II. Notice of Filings 

The Commission invites comments on 

whether the changes presented in the 

Postal Service’s Notice are consistent 

with the policies of 39 U.S.C. 3632, 

3633, or 3642, 39 CFR 3015.5, and 39 

CFR part 3020, subpart B. Comments are 

due no later than October 21, 2014. The 

public portions of these filings can be 

accessed via the Commission’s Web site 

(http://www.prc.gov). 

The Commission appoints Kenneth R. 

Moeller to represent the interests of the 

general public (Public Representative) 

in this docket. 

III. Ordering Paragraphs 

It is ordered: 

1. The Commission reopens Docket 

No. CP2014–67 for consideration of 

matters raised by the Postal Service’s 

Notice. 

2. Pursuant to 39 U.S.C. 505, the 

Commission appoints Kenneth R. 

Moeller to serve as an officer of the 

Commission (Public Representative) to 

represent the interests of the general 

public in this proceeding. 

3. Comments are due no later than 

October 21, 2014. 

4. The Secretary shall arrange for 

publication of this order in the Federal 

Register. 

By the Commission. 

Shoshana M. Grove, 

Secretary. 

[FR Doc. 2014–24693 Filed 10–16–14; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–31281; File No. 812–14226] 

SunAmerica Series Trust, et al.; Notice 

of Application 

October 10, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application pursuant 

to Section 6(c) of the Investment 

Company Act of 1940, as amended (the 

‘‘1940 Act’’ or ‘‘Act’’), seeking 

exemptions 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) 

thereunder. 

Applicants: SunAmerica Series Trust, 

Seasons Series Trust, Anchor Series 

Trust, VALIC Company I, and VALIC 

Company II (each referred to herein as 

a ‘‘Trust,’’ and collectively as the 

‘‘Trusts’’), SunAmerica Asset 

Management LLC (formerly, 

SunAmerica Asset Management Corp. 

(‘‘SAAMCo’’), and The Variable Annuity 

Life Insurance Company (‘‘VALIC’’) 

(together with SAAMCo and the Trusts, 

the ‘‘Applicants’’). 

Summary of Application: Applicants 

request an order granting exemptions 

from Sections 9(a), 13(a), 15(a), and 

15(b) of the Act and Rules 6e–2(b)(15) 

and 6e–3(T)(b)(15) thereunder, in cases 

where a life insurance company 

separate account supporting variable life 

insurance contracts (‘‘VLI Account’’) 

holds shares of an existing portfolio of 

a Trust (an ‘‘Existing Fund’’) or a 

‘‘Future Fund,’’ 1 as defined below (any 

Existing Fund or Future Fund is referred 

to herein as a ‘‘Fund’’, and collectively 

as the ‘‘Funds’’), and one or more of the 

following other types of investors also 

hold shares of the Funds: (1) any life 

insurance company separate account 

supporting variable annuity contracts, 

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62474 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices 

whether or not registered as an 

investment company with the 

Commission (a ‘‘VA Account’’), (2) any 

VLI Account, whether or not registered 

as an investment company with the 

Commission, (3) the investment adviser 

or any subadviser to a Fund or affiliated 

persons of the investment adviser or 

subadviser (representing seed money 

investments in the Fund) (‘‘Advisers’’), 

(4) any general account of an insurance 

company depositor of VA Accounts 

and/or VLI Accounts (representing seed 

money investments in the Fund) 

(‘‘General Account’’); and/or (5) any 

qualified group pension or group 

retirement plan administered by a 

trustee outside the separate account 

context (a ‘‘Plan’’ or ‘‘Qualified Plan’’). 

DATES: Filing Date: The application was 

filed on October 25, 2013, and amended 

and restated on January 30, 2014, and 

September 4, 2014. 

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 Secretary of 

the Commission 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 November 4, 2014, 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 Secretary of 

the Commission. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants, AIG Life and Retirement c/ 

o Mark Matthes, Associate General 

Counsel, 2919 Allen Parkway, 4th Floor, 

Houston, TX 77019. 

FOR FURTHER INFORMATION CONTACT: 

Sonny Oh, Senior Counsel, or Joyce M. 

Pickholz, Branch Chief, Disclosure 

Review Office (Insured Investments), 

Division of Investment Management at 

(202) 551–6795. 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search.htm, or by calling 

(202) 551–8090. 

Applicants’ Representations 

1. SunAmerica Series Trust was 

formed as a Massachusetts business 

trust on September 11, 1992, and is 

registered under the Act as an open-end 

management investment company (Reg. 

File No. 811–07238). The Trust is a 

series investment company as defined 

by Rule 18f–2 under the Act and is 

currently comprised of forty (40) Funds. 

The Trust issues a separate series of 

shares of beneficial interest for each of 

its Funds and has filed a registration 

statement under the Securities Act of 

1933, as amended (the ‘‘1933 Act’’) on 

Form N–1A (Reg. File No. 33–52742) to 

register such shares. The Trust may 

establish additional Funds in the future 

and additional classes of shares for such 

Funds. Shares of the Funds of the 

SunAmerica Series Trust are not and 

will not be offered to the general public. 

2. Seasons Series Trust was formed as 

a Massachusetts business trust on 

October 10, 1995, and is registered 

under the Act as an open-end 

management investment company (Reg. 

File No. 811–07725). The Trust is a 

series investment company as defined 

by Rule 18f–2 under the Act and is 

currently comprised of twenty-one (21) 

Funds. The Trust issues a separate 

series of shares of beneficial interest for 

each of its Funds and has filed a 

registration statement under the 1933 

Act on Form N–1A (Reg. File No. 333– 

08653) to register such shares. The Trust 

may establish additional Funds in the 

future and additional classes of shares 

for such Funds. Shares of the Funds of 

the Seasons Series Trust are not and 

will not be offered to the general public. 

3. Anchor Series Trust was formed as 

a Massachusetts business trust on 

August 26, 1983, and is registered under 

the Act as an open-end management 

investment company (Reg. File No. 811– 

03836). The Trust is a series investment 

company as defined by Rule 18f–2 

under the Act and is currently 

comprised of eight (8) Funds. The Trust 

issues a separate series of shares of 

beneficial interest for each of its Funds 

and has filed a registration statement 

under the 1933 Act on Form N–1A (Reg. 

File No. 2–86188) to register such 

shares. The Trust may establish 

additional Funds in the future and 

additional classes of shares for such 

Funds. Shares of the Funds of the 

Anchor Series Trust are not and will not 

be offered to the general public. 

4. VALIC Company I (‘‘VC I’’) was 

formed as a Maryland corporation on 

December 7, 1984 and is registered 

under the Act as an open-end 

management investment company (Reg. 

File No. 811–03738). VC I is a series 

investment company as defined by Rule 

18f–2 under the Act and is currently 

comprised of thirty-four (34) separate 

Funds. VC I issues a separate series of 

shares for each of its Funds and has 

filed a registration statement under the 

1933 Act on Form N–1A (Reg. File No. 

2–83631) to register such shares. VC I 

may establish additional Funds in the 

future and additional classes of shares 

for such Funds. Shares of the Funds of 

VC I are not and will not be offered to 

the general public. 

5. VALIC Company II (‘‘VC II’’) was 

organized as a Delaware statutory trust 

on May 6, 1998, and is registered under 

the Act as an open-end management 

investment company (Reg. File No. 811– 

08789). VC II is a series investment 

company as defined by Rule 18f–2 

under the Act and is currently 

comprised of fifteen (15) separate 

Funds. VC II issues a separate series of 

shares of beneficial interest for each of 

its Funds and has filed a registration 

statement under the 1933 Act on Form 

N–1A (Reg. File No. 333–53589) to 

register such shares. VC II may establish 

additional Funds in the future and 

additional classes of shares for such 

Funds. Shares of the Funds of VC II are 

not and will not be offered to the 

general public. 

6. SAAMCo serves as the investment 

adviser and manager for all the Funds 

of the SunAmerica Series Trust, Seasons 

Series Trust, and Anchor Series Trust 

and serves as the subadviser to certain 

Funds of VC I and VC II. SAAMCo is an 

indirectly and wholly owned subsidiary 

of American International Group, Inc. 

(‘‘AIG’’). 

7. VALIC serves as the investment 

adviser to VC I and VC II and is a stock 

life insurance company originally 

organized as The Variable Annuity Life 

Insurance Company of America, located 

in Washington, DC and re-organized 

under the laws of the state of Texas on 

August 20, 1968. VALIC is an indirectly 

and wholly owned subsidiary of AIG 

and is registered as an investment 

adviser under the Advisers Act. 

8. The Funds propose to offer their 

shares to VLI Accounts and VA 

Accounts of various life insurance 

companies (each a ‘‘Participating 

Insurance Company,’’ and collectively, 

the ‘‘Participating Insurance 

Companies’’) to serve as an investment 

medium to support variable life 

insurance contracts (‘‘VLI Contracts’’) 

and variable annuity contracts (‘‘VA 

Contracts’’) (together, ‘‘Variable 

Contracts’’) issued through such VLI 

and VA Accounts. Each VLI Account 

and VA Account is or will be 

established as a segregated asset account 

by a Participating Insurance Company 

pursuant to the insurance law of the 

insurance company’s state of domicile. 

As such, the assets of each will be the 

property of the Participating Insurance 

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Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices 62475 

Company, and that portion of the assets 

of such a VLI or VA Account equal to 

the reserves and other contract 

liabilities with respect to the VLI or VA 

Account will not be chargeable with 

liabilities arising out of any other 

business that the insurance company 

may conduct. The income, gains and 

losses, realized or unrealized, from such 

a VLI or VA Account’s assets will be 

credited to or charged against the VLI or 

VA Account without regard to other 

income, gains or losses of the 

Participating Insurance Company. If a 

VLI Account or VA Account is 

registered as an investment company, it 

will be a ‘‘separate account’’ as defined 

by Rule 0–1(e) (or any successor rule) 

under the Act and will be registered as 

a unit investment trust. For purposes of 

the Act, the Participating Insurance 

Company that establishes such a 

registered VLI Account or VA Account 

is the depositor and sponsor of the VLI 

or VA Account as those terms have been 

interpreted by the Commission with 

respect to variable life insurance and 

variable annuity separate accounts. 

9. The Participating Insurance 

Companies are currently American 

General Life, The United States Life 

Insurance Company in the City of New 

York (‘‘USLIC’’), and VALIC. Each 

Participating Insurance Company is an 

indirect subsidiary of AIG. Various 

other life insurance companies that are 

not affiliated persons of American 

General Life, USLIC, and VALIC may be, 

or in the future become, Participating 

Insurance Companies. At the current 

time, the following VLI Accounts and 

VA Accounts of American General Life, 

USLIC, and VALIC invest in one or 

more of the Trusts: American General 

Life: Separate Account 8, Separate 

Account 101, Separate Account 102, 

Separate Account A, Separate Account 

D, Separate Account II, Separate 

Account IV, Separate Account VA–2, 

Separate Account VL–R, Separate 

Account VL–U LIS, Separate Account 

VUL, and A.G. Separate Account A; 

USLIC: Separate Account USL VA–R, 

Separate Account USL VL–R and 

Separate Account USL B; and VALIC: 

Separate Account A. 

10. Each Fund will sell its shares to 

VLI Accounts and VA Accounts only if 

each Participating Insurance Company 

sponsoring such a VLI Account or VA 

Account enters into a participation 

agreement with the Fund. The 

participation agreements define or will 

define the relationship between each 

Fund and each Participating Insurance 

Company and memorialize or will 

memorialize, among other matters, the 

fact that, except where the agreement 

specifically provides otherwise, the 

Participating Insurance Company will 

remain responsible for establishing and 

maintaining any VLI Account or VA 

Account covered by the agreement and 

for complying with all applicable 

requirements of state and federal law 

pertaining to such VLI and VA Accounts 

and to the sale and distribution of 

Variable Contracts issued through such 

VLI and VA Accounts. The role of each 

Fund under this arrangement, with 

regard to the federal securities laws, will 

consist of offering and selling shares of 

the Fund to the VLI Accounts and VA 

Accounts and fulfilling any conditions 

that the Commission may impose in 

granting the requested order. 

11. The use of a common management 

investment company (or investment 

portfolio thereof) as an investment 

medium for both VLI Accounts and VA 

Accounts of the same Participating 

Insurance Company, or of two or more 

insurance companies that are affiliated 

persons of each other, is referred to 

herein as ‘‘mixed funding.’’ The use of 

a common management investment 

company (or investment portfolio 

thereof) as an investment medium for 

VLI Accounts and/or VA Accounts of 

two or more Participating Insurance 

Companies that are not affiliated 

persons of each other, is referred to 

herein as ‘‘shared funding.’’ 

12. Applicants propose that each 

Fund offer and sell its shares directly to 

Plans and assert that Federal tax law 

permits investment companies such as 

the Funds to increase their net assets by 

selling shares to Plans. 

13. Plans may invest in shares of an 

investment company as the sole 

investment under the Plan, or as one of 

several investments. Plan participants 

may or may not be given an investment 

choice depending on the terms of the 

Plan itself. The trustees or other 

fiduciaries of a Plan may vote 

investment company shares held by the 

Plan in their own discretion or, if the 

applicable Plan so provides, vote such 

shares in accordance with instructions 

from participants in such Plan. 

Applicants have no control over 

whether trustees or other fiduciaries of 

Plans, rather than participants in the 

Plans, have the right to vote under any 

particular Plan. Each Plan must be 

administered in accordance with the 

terms of the Plan and as determined by 

its trustee or trustees. 

14. Applicants propose that any Fund 

may also sell shares to its Adviser. The 

Treasury Regulations permit such sales 

as long as the return on shares held by 

an Adviser is computed in the same 

manner as shares held by VLI Accounts 

and VA Accounts, the Adviser does not 

intend to sell the shares to the public, 

and sales to the Adviser are only made 

in connection with the creation or 

management of the Fund for the 

purpose of providing seed money for the 

Fund. 

15. Applicants propose that any Fund 

may also sell shares to a General 

Account of a Participating Insurance 

Company. The Treasury Regulations 

permit such sales as long as the return 

on shares held by a General Account is 

computed in the same manner as for 

shares held by VLI Accounts and VA 

Accounts and the Participating 

Insurance Company does not intend to 

sell the shares to the public. 

16. The use of a common management 

investment company (or investment 

portfolio thereof) as an investment 

medium for VLI Accounts, VA 

Accounts, Plans, Advisers, and General 

Accounts is referred to herein as 

‘‘extended mixed funding.’’ 

Applicants’ Legal Analysis 

1. Section 9(a)(3) of the Act makes it 

unlawful for any company to serve as an 

investment adviser or principal 

underwriter of any investment 

company, including a unit investment 

trust, if an affiliated person of that 

company is subject to disqualification 

enumerated in Section 9(a)(1) or (2) of 

the Act. Sections 13(a), 15(a), and 15(b) 

of the Act have been deemed by the 

Commission to require ‘‘pass-through’’ 

voting with respect to an underlying 

investment company’s shares. 

2. Rules 6e–2(b)(15) and 6e– 

3(T)(b)(15) under the Act provide partial 

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

15(a), and 15(b) of the Act to VLI 

Accounts supporting certain VLI 

Contracts and to their life insurance 

company depositors under limited 

circumstances, as described in the 

application. Therefore, VLI Accounts, 

their depositors and their principal 

underwriters may not rely on the 

exemptions provided by Rules 6e– 

2(b)(15) and 6e–3(T)(b)(15) if shares of 

the Fund are held by a VLI Account 

through which flexible premium VLI 

Contracts are issued, a VLI Account of 

an unaffiliated Participating Insurance 

Company, a General Account of a 

Participating Insurance Company, an 

Adviser, any VA Account, or a Plan. 

Accordingly, Applicants request an 

order of the Commission granting 

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

15(a), and 15(b) of the Act, and Rules 

6e–2(b)(15) and 6e–3(T)(b)(15) 

thereunder, to the extent necessary to 

permit a scheduled premium VLI 

Account to hold shares of Funds when 

one or more of the following types of 

investors also hold shares of the Funds: 

(1) VA Accounts and VLI Accounts 

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62476 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices 

(supporting scheduled premium or 

flexible premium VLI Contracts) of 

affiliated and unaffiliated Participating 

Insurance Companies, (2) General 

Accounts, (3) Advisers, or (4) Plans. 

3. Applicants maintain that there is 

no public policy reason why VLI 

Accounts and their Participating 

Insurance Company depositors (or 

principal underwriters) should not be 

able to rely on the exemptions provided 

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

just because shares of Funds held by the 

VLI Accounts are also held by VA 

Accounts, other VLI Accounts, an 

Adviser, a General Account, or a 

Qualified Plan. Rather, Applicants 

assert that the proposed sale of Fund 

shares to Qualified Plans, Advisers, and 

General Accounts may allow for the 

development of larger pools of assets, 

resulting in the potential for greater 

investment and diversification 

opportunities and for decreased 

expenses at higher asset levels resulting 

in greater cost efficiencies. Similarly, 

Applicants believe that the proposed 

sale of Fund shares to Advisers and 

General Accounts of Participating 

Insurance Companies for seed money 

may result in the creation of more 

Funds as investment options for certain 

VA Contracts and VLI Contracts than 

would otherwise be the case. 

4. For the reasons explained below, 

Applicants have concluded that 

investments by Qualified Plans, 

Advisers, and General Accounts in the 

Funds should not increase the risk of 

material irreconcilable conflicts 

between owners of VLI Contracts and 

other types of investors or between 

owners of VLI Contracts issued by 

unaffiliated Participating Insurance 

Companies. 

5. Consistent with the Commission’s 

authority under Section 6(c) of the 1940 

Act to grant exemptive orders to a class 

or classes of persons and transactions, 

Applicants request exemptions for a 

class consisting of Participating 

Insurance Companies and their VA and 

VLI Accounts investing in the Funds, as 

well as their principal underwriters. 

6. Section 6(c) of the 1940 Act 

provides, in part, that the Commission, 

by order upon application, may 

conditionally or unconditionally 

exempt any person, security or 

transaction, or any class or classes of 

persons, securities or transactions, from 

any provision or provisions of the Act, 

or any rule or regulation thereunder, if 

and to the extent that such 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 Act. The Applicants 

submit that the exemptions requested 

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 Act. Accordingly, the Applicants 

hereby request that the Commission 

issue an order under Section 6(c) of the 

1940 Act for the exemptions requested 

herein. 

7. Section 9(a)(3) of the 1940 Act 

provides, among other things, that it is 

unlawful for any company to serve as 

investment adviser or principal 

underwriter of any registered open-end 

investment company if an affiliated 

person of that company is subject to a 

disqualification enumerated in Sections 

9(a)(1) or (2). Rules 6e–2(b)(15)(i) and 

(ii) and Rules 6e–3(T)(b)(15)(i) and (ii) 

under the Act provide exemptions from 

Section 9(a) under certain 

circumstances, subject to the limitations 

discussed above on mixed funding, 

extended mixed funding, and shared 

funding. These exemptions limit the 

application of the eligibility restrictions 

to affiliated individuals or companies 

that directly participate in management 

or administration of the underlying 

investment company. 

8. Rules 6e–2(b)(15)(iii) and 6e– 

3(T)(b)(15)(iii) under the 1940 Act 

provide exemptions from pass-through 

voting requirements with respect to 

several significant matters, assuming the 

limitations on mixed funding, extended 

mixed funding, and shared funding are 

observed. Rules 6e–2(b)(15)(iii)(A) and 

6e–3(T)(b)(15)(iii)(A) provide that the 

insurance company may disregard the 

voting instructions of its variable life 

insurance contract owners with respect 

to the investments of an underlying 

investment company, or any contract 

between such an investment company 

and its investment adviser, when 

required to do so by an insurance 

regulatory authority (subject to the 

provisions of paragraphs (b)(5)(i) and 

(b)(7)(ii)(A) of Rules 6e–2 and 6e–3(T)). 

9. Rules 6e–2(b)(15)(iii)(B) and 6e– 

3(T)(b)(15)(iii)(A)(2) provide that an 

insurance company may disregard the 

voting instructions of variable life 

insurance contract owners if such 

owners initiate any change in an 

underlying investment company’s 

investment policies, principal 

underwriter or any investment adviser 

(provided that disregarding such voting 

instructions is reasonable and subject to 

the other provisions of paragraphs 

(b)(5)(ii), (b)(7)(ii)(B) and (b)(7)(ii)(C) of 

Rules 6e–2 and 6e–3(T)). 

10. Both Rule 6e–2 and Rule 6e–3(T) 

generally recognize that a variable life 

insurance contract is primarily a life 

insurance contract containing many 

important elements unique to life 

insurance contracts and subject to 

extensive state insurance regulation. In 

adopting subparagraph (b)(15)(iii) of 

these Rules, the Commission implicitly 

recognized that state insurance 

regulators have authority, pursuant to 

state insurance laws or regulations, to 

disapprove or require changes in 

investment policies, investment 

advisers, or principal underwriters. 

11. Applicants represent that the sale 

of Fund shares to Qualified Plans, 

Advisers, and General Accounts will not 

have any impact on the exemptions 

requested herein regarding the disregard 

of pass-through voting rights. Shares 

sold to Plans will be held by such Plans. 

The exercise of voting rights by Plans, 

whether by trustees, participants, 

beneficiaries, or investment managers 

engaged by the Plans, does not raise the 

type of issues respecting disregard of 

voting rights that are raised by VLI 

Accounts. With respect to Plans, which 

are not registered as investment 

companies under the 1940 Act, there is 

no requirement to pass through voting 

rights to Plan participants. Indeed, to 

the contrary, applicable law expressly 

reserves voting rights associated with 

Plan assets to certain specified persons. 

12. Similarly, the sale of Fund shares 

to an Adviser and to the General 

Accounts of Participating Insurance 

Companies will not have any impact on 

the exemptions requested herein 

regarding the disregard of pass-through 

voting rights. The exercise of voting 

rights by Advisers and the General 

Accounts of Participating Insurance 

Companies does not raise the type of 

issues respecting disregard of voting 

rights that are raised by VLI Accounts. 

Neither Advisers nor General Accounts 

are registered as investment companies 

under the Act, and are not subject to any 

pass-through voting requirements. 

13. Applicants recognize that the 

Commission’s primary concern with 

respect to mixed funding, extended 

mixed funding, and shared funding 

issues is the potential for irreconcilable 

conflicts between the interests of 

owners of variable life insurance 

contracts and those of other investors in 

an open end investment company 

serving as an investment vehicle for 

such contracts. The prohibitions on 

mixed and shared funding might reflect 

concern regarding possible different 

investment motivations among 

investors. When Rule 6e–2 was first 

adopted, variable annuity separate 

accounts could invest in mutual funds 

whose shares were also offered to the 

general public. However, now, under 

the Internal Revenue Code of 1986, as 

amended (the ‘‘Code’’), any underlying 

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funds, including a Fund, that sells 

shares to VA Accounts or VLI Accounts, 

would, in effect, be precluded from also 

selling its shares to the public. 

Consequently, the Funds may not sell 

their shares to the public. 

14. Applicants assert that the rights of 

an insurance company or a state 

insurance regulator to disregard the 

voting instructions of owners of 

Variable Contracts is not inconsistent 

with either mixed funding or shared 

funding. Applicants argue that the 

National Association of Insurance 

Commissioners Variable Life Insurance 

Model Regulation (the ‘‘NAIC Model 

Regulation’’) suggests that it is unlikely 

that insurance regulators would find an 

underlying fund’s investment policy, 

investment adviser or principal 

underwriter objectionable for one type 

of Variable Contract but not another 

type. 

15. Applicants assert that shared 

funding by unaffiliated insurers, in this 

respect, is no different than the use of 

the same investment company as the 

funding vehicle for affiliated insurers, 

which Rules 6e–2(b)(15) and 6e– 

3(T)(b)(15) permit. Affiliated insurers 

may be domiciled in different states and 

be subject to differing state law 

requirements. Affiliation does not 

reduce the potential, if any exists, for 

differences in state regulatory 

requirements. In any event, the 

conditions set forth below are designed 

to safeguard against, and provide 

procedures for resolving, any adverse 

effects that differences among state 

regulatory requirements may produce. If 

a particular state insurance regulator’s 

decision conflicts with the majority of 

other state regulators, then the affected 

Participating Insurance Company will 

be required to withdraw its separate 

account investments in the relevant 

Fund. This requirement will be 

provided for in the Participation 

Agreement that will be entered into by 

Participating Insurance Companies with 

the relevant Fund. 

16. Rules 6e–2(b)(15) and 6e– 

3(T)(b)(15) give Participating Insurance 

Companies the right to disregard the 

voting instructions of VLI Contract 

owners in certain circumstances. This 

right derives from the authority of state 

insurance regulators over VLI Accounts 

and VA Accounts. Under Rules 6e– 

2(b)(15) and 6e–3(T)(b)(15), a 

Participating Insurance Company may 

disregard VLI Contract owner voting 

instructions only with respect to certain 

specified items. Affiliation does not 

eliminate the potential, if any exists, for 

divergent judgments as to the 

advisability or legality of a change in 

investment policies, principal 

underwriter or investment adviser 

initiated by such Contract owners. The 

potential for disagreement is limited by 

the requirements in Rules 6e–2 and 6e– 

3(T) that the Participating Insurance 

Company’s disregard of voting 

instructions be reasonable and based on 

specific good faith determinations. 

17. A particular Participating 

Insurance Company’s disregard of 

voting instructions, nevertheless, could 

conflict with the voting instructions of 

a majority of VLI Contract owners. The 

Participating Insurance Company’s 

action possibly could be different than 

the determination of all or some of the 

other Participating Insurance 

Companies (including affiliated 

insurers) that the voting instructions of 

VLI Contract owners should prevail, and 

either could preclude a majority vote 

approving the change or could represent 

a minority view. If the Participating 

Insurance Company’s judgment 

represents a minority position or would 

preclude a majority vote, then the 

Participating Insurance Company may 

be required, at the relevant Fund’s 

election, to withdraw its VLI Accounts’ 

and VA Accounts’ investments in the 

relevant Fund. No charge or penalty will 

be imposed as a result of such 

withdrawal. This requirement will be 

provided for in the Participation 

Agreement entered into by the 

Participating Insurance Companies with 

the relevant Fund. 

18. Applicants argue that there is no 

reason why the investment policies of a 

Fund would or should be materially 

different from what these policies 

would or should be if the Fund 

supported only VA Accounts or VLI 

Accounts supporting flexible premium 

or scheduled premium VLI Contracts. 

Each type of insurance contract is 

designed as a long-term investment 

program. 

19. Each Fund will be managed to 

attempt to achieve its specified 

investment objective, and not favor or 

disfavor any particular Participating 

Insurance Company or type of insurance 

contract. There is no reason to believe 

that different features of various types of 

Variable Contracts will lead to different 

investment policies for each or for 

different VLI Accounts and VA 

Accounts. The sale of Variable Contracts 

and ultimate success of all VA Accounts 

and VLI Accounts depends, at least in 

part, on satisfactory investment 

performance, which provides an 

incentive for each Participating 

Insurance Company to seek optimal 

investment performance. 

20. Furthermore, no single investment 

strategy can be identified as appropriate 

to a particular Variable Contract. Each 

‘‘pool’’ of VLI Contract and VA Contract 

owners is composed of individuals of 

diverse financial status, age, insurance 

needs and investment goals. A Fund 

supporting even one type of Variable 

Contract must accommodate these 

diverse factors in order to attract and 

retain purchasers. Permitting mixed and 

shared funding will provide economic 

support for the continuation of the 

Funds. Mixed and shared funding will 

broaden the base of potential Variable 

Contract owner investors, which may 

facilitate the establishment of additional 

Funds serving diverse goals. 

21. Applicants do not believe that the 

sale of the shares to Qualified Plans, 

Advisers, and General Accounts will 

increase the potential for material 

irreconcilable conflicts of interest 

between or among different types of 

investors. In particular, Applicants see 

very little potential for such conflicts 

beyond those that would otherwise exist 

between owners of VLI Contracts and 

VA Contracts. Applicants submit that 

either there are no conflicts of interest 

or that there exists the ability by the 

affected parties to resolve such conflicts 

consistent with the best interests of VLI 

Contract owners, VA Contract owners, 

and Plan participants. 

22. Applicants considered whether 

there are any issues raised under the 

Code, Treasury Regulations, or Revenue 

Rulings thereunder if VA Accounts, VLI 

Accounts, Advisers, General Accounts 

and Qualified Plans all invest in the 

same Fund. However, the Applicants 

have concluded that neither the Code, 

nor the Treasury Regulations nor 

Revenue Rulings thereunder, present 

any inherent conflicts of interest if VA 

Accounts, VLI Accounts, Advisers, 

General Accounts and Qualified Plans 

all invest in the same Fund. 

23. Applicants note that, while there 

are differences in the manner in which 

distributions from VLI Accounts, VA 

Accounts, and Plans are taxed, these 

differences have no impact on the 

Funds. When distributions are to be 

made, and a VLI Account, VA Account, 

or Plan is unable to net purchase 

payments to make distributions, the VLI 

Account, VA Account, or Plan will 

redeem shares of the relevant Fund at its 

net asset value in conformity with Rule 

22c–1 under the 1940 Act (without the 

imposition of any sales charge) to 

provide proceeds to meet distribution 

needs. A Participating Insurance 

Company will then make distributions 

in accordance with the terms of its 

Variable Contracts, and a Plan will then 

make distributions in accordance with 

the terms of the Plan. 

24. Applicants considered whether it 

is possible to provide an equitable 

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means of giving voting rights to all 

Variable Contract owners, Qualified 

Plans, Advisers and General Accounts, 

and determined that it is possible. In 

connection with any meeting of Fund 

shareholders, the soliciting Fund will 

inform each Participating Insurance 

Company (with respect to its VLI 

Accounts, VA Accounts and General 

Account), Adviser, and Qualified Plan 

of its share holdings and provide other 

information necessary for such 

shareholders to participate in the 

meeting (e.g., proxy materials). Each 

Participating Insurance Company then 

will solicit voting instructions from 

owners of VLI Contracts and VA 

Contracts in accordance with Rules 6e– 

2 or 6e–3(T), or Section 

12(d)(1)(E)(iii)(aa) of the Act, as 

applicable, and its Participation 

Agreement with the relevant Fund. 

Shares of a Fund that are held by an 

Adviser or a General Account will 

generally be voted in the same 

proportion as all votes cast on behalf of 

all Variable Contract owners having 

voting rights. However, an Adviser or 

General Account will vote its shares in 

such other manner as may be required 

by the Commission or its staff. Shares 

held by Plans will be voted in 

accordance with applicable law. The 

voting rights provided to Plans with 

respect to the shares would be no 

different from the voting rights that are 

provided to Plans with respect to shares 

of mutual funds sold to the general 

public. Furthermore, if a material 

irreconcilable conflict arises because of 

a Plan’s decision to disregard Plan 

participant voting instructions, if 

applicable, and that decision represents 

a minority position or would preclude 

a majority vote, the Plan may be 

required, at the election of the relevant 

Fund, to withdraw its investment in the 

Fund, and no charge or penalty will be 

imposed as a result of such withdrawal. 

25. Applicants do not believe that the 

veto power of state insurance 

commissioners over certain potential 

changes to Fund investment objectives 

approved by Variable Contract owners 

creates conflicts between the interests of 

such owners and the interests of Plan 

participants, Advisers or General 

Accounts. Applicants note that a basic 

premise of corporate democracy and 

shareholder voting is that not all 

shareholders may agree with a 

particular proposal. Their interests and 

opinions may differ, but this does not 

mean that inherent conflicts of interest 

exist between or among such 

shareholders or that occasional conflicts 

of interest that do occur between or 

among them are likely to be 

irreconcilable. 

26. Although Participating Insurance 

Companies may have to overcome 

regulatory impediments in redeeming 

shares of a Fund held by their VLI and 

VA Accounts, the Plans and the 

participants in participant-directed 

Plans can make decisions quickly and 

redeem their shares in a Fund and 

reinvest in another investment company 

or other funding vehicle without 

impediments, or as is the case with most 

Plans, hold cash pending suitable 

investment. As a result, conflicts 

between the interests of Variable 

Contract owners and the interests of 

Plans and Plan participants can usually 

be resolved quickly since the Plans can, 

on their own, redeem their Fund shares. 

Advisers and General Accounts can 

similarly redeem their shares of a Fund 

and make alternative investments at any 

time. 

27. Finally, Applicants considered 

whether there is a potential for future 

conflicts of interest between 

Participating Insurance Companies and 

Plans created by future changes in the 

tax laws. Applicants do not see any 

greater potential for material 

irreconcilable conflicts arising between 

the interests of Variable Contract owners 

and Plan participants from future 

changes in the federal tax laws than that 

which already exists between VLI 

Contract owners and VA Contract 

owners. 

28. Applicants recognize that the 

foregoing is not an all-inclusive list, but 

rather is representative of issues that 

they believe are relevant to this 

application. Applicants believe that the 

discussion contained herein 

demonstrates that the sale of Fund 

shares to Plans would not increase the 

risk of material irreconcilable conflicts 

between the interests of Plan 

participants and Variable Contract 

owners or other investors. Further, 

Applicants submit that the use of the 

Funds with respect to Plans is not 

substantially dissimilar from each 

Fund’s current and anticipated use, in 

that Plans, like VLI Accounts and VA 

Accounts, are generally long-term 

investors. 

29. Applicants assert that permitting a 

Fund to sell its shares to an Adviser or 

to a General Account will enhance 

management of each Fund without 

raising significant concerns regarding 

material irreconcilable conflicts among 

different types of investors. 

30. Various factors have limited the 

number of insurance companies that 

offer Variable Contracts. These factors 

include the costs of organizing and 

operating a funding vehicle, certain 

insurers’ lack of experience with respect 

to investment management, and the lack 

of name recognition by the public of 

certain insurance companies as 

investment experts. In particular, some 

smaller life insurance companies may 

not find it economically feasible, or 

within their investment or 

administrative expertise, to enter the 

Variable Contract business on their own. 

Use of the Funds as a common 

investment vehicle for Variable 

Contracts would reduce or eliminate 

these concerns. Mixed and shared 

funding should also provide several 

benefits to owners of Variable Contracts 

by eliminating a significant portion of 

the costs of establishing and 

administering separate underlying 

funds. 

31. Applicants state that Participating 

Insurance Companies will benefit not 

only from the investment and 

administrative expertise of the Funds’ 

Adviser, but also from the potential cost 

efficiencies and investment flexibility 

afforded by larger pools of funds. Mixed 

and shared funding also would permit 

a greater amount of assets available for 

investment by a Fund, thereby 

promoting economies of scale, by 

permitting increased safety through 

greater diversification, or by making the 

addition of new Funds more feasible. 

Therefore, making the Funds available 

for mixed and shared funding will 

encourage more insurance companies to 

offer Variable Contracts. This should 

result in increased competition with 

respect to both Variable Contract design 

and pricing, which can in turn be 

expected to result in more product 

variety. Applicants also assert that sale 

of shares in a Fund to Plans, in addition 

to VLI Accounts and VA Accounts, will 

result in an increased amount of assets 

available for investment in a Fund. This 

may benefit Variable Contract owners by 

promoting economies of scale, 

permitting increased safety of 

investments through greater 

diversification, and making the addition 

of new Funds more feasible. 

32. Applicants also submit that, 

regardless of the type of shareholder in 

a Fund, an Adviser is or would be 

contractually and otherwise obligated to 

manage the Fund solely and exclusively 

in accordance with that Fund’s 

investment objectives, policies and 

restrictions, as well as any guidelines 

established by the applicable Trust’s 

board of trustees or directors (a 

‘‘Board’’). Thus, each Fund will be 

managed in the same manner as any 

other mutual fund. 

33. Applicants assert that sales of 

Fund shares, as described above, will 

not have any adverse federal income tax 

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consequences to other investors in such 

a Fund. 

34. In addition, Applicants note that 

the Commission has issued numerous 

orders permitting mixed funding, 

extended mixed funding, and shared 

funding. Therefore, granting the 

exemptions requested herein is in the 

public interest and, as discussed above, 

will not compromise the regulatory 

purposes of Sections 9(a), 13(a), 15(a), or 

15(b) of the Act or Rules 6e-2 or 6e-3(T) 

thereunder. 

Applicants’ Conditions 

Applicants agree that the Commission 

order requested herein shall be subject 

to the following conditions: 

1. A majority of the Board of each 

Trust will consist of persons who are 

not ‘‘interested persons’’ of the Trust 

(‘‘disinterested directors/trustees’’), as 

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

Act, and the 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 trustee or trustees, then the 

operation of this condition will be 

suspended: (a) for a period of 90 days 

if the vacancy or vacancies may be filled 

by the Board, (b) for a period of 150 

days if a vote of shareholders is required 

to fill the vacancy or vacancies, or (c) for 

such longer period as the Commission 

may prescribe by order upon 

application or by future rule. 

2. The Board of each Trust will 

monitor its respective Funds for the 

existence of any material irreconcilable 

conflict between and among the 

interests of the owners of all VLI 

Contracts and VA Contracts and 

participants of all Plans investing in the 

Fund, and determine what action, if 

any, should be taken in response to such 

conflicts. A material irreconcilable 

conflict may arise for a variety of 

reasons, including: (a) An action by any 

state insurance regulatory authority; (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 the 

investments of the Fund are being 

managed; (e) a difference in voting 

instructions given by VA Contract 

owners, VLI Contract owners, and Plans 

or Plan participants; (f) a decision by a 

Participating Insurance Company to 

disregard the voting instructions of 

contract owners; or (g) if applicable, a 

decision by a Plan to disregard the 

voting instructions of Plan participants. 

3. Participating Insurance Companies 

(on their own behalf, as well as by 

virtue of any investment of General 

Account assets in a Fund), any Adviser 

to a Fund, and any Plan that executes 

a Participation Agreement upon its 

becoming an owner of 10% or more of 

the net assets of a Fund (collectively, 

‘‘Participants’’) will report any potential 

or existing conflicts to the relevant 

Board. Each Participant will be 

responsible for assisting the Board in 

carrying out the Board’s responsibilities 

under these conditions by providing the 

Board with all information reasonably 

necessary for the Board 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 Variable Contract owner 

voting instructions are disregarded, and, 

if pass-through voting is applicable, an 

obligation by each trustee for a Plan to 

inform the Board whenever it has 

determined to disregard Plan participant 

voting instructions. The responsibility 

to report such information and conflicts, 

and to assist the Board, will be a 

contractual obligation of all 

Participating Insurance Companies 

under their Participation Agreement 

with a Trust, and these responsibilities 

will be carried out with a view only to 

the interests of the Variable Contract 

owners. The responsibility to report 

such information and conflicts, and to 

assist the Board, also will be contractual 

obligations of all Plans under their 

Participation Agreement with a Trust, 

and such agreements will provide that 

these responsibilities will be carried out 

with a view only to the interests of Plan 

participants. 

4. If it is determined by a majority of 

the Board of a Trust, or a majority of the 

disinterested directors/trustees of the 

Board, that a material irreconcilable 

conflict exists, then the relevant 

Participant will, at its expense and to 

the extent reasonably practicable (as 

determined by a majority of the 

disinterested directors/trustees), take 

whatever steps are necessary to remedy 

or eliminate the material irreconcilable 

conflict, up to and including: (a) 

Withdrawing the assets allocable to 

some or all of their VLI Accounts or VA 

Accounts from the Fund and reinvesting 

such assets in a different investment 

vehicle including another Fund; (b) in 

the case of a Participating Insurance 

Company, submitting the question as to 

whether such segregation should be 

implemented to a vote of all affected 

Variable Contract owners and, as 

appropriate, segregating the assets of 

any appropriate group (i.e., VA Contract 

owners or VLI Contact owners of one or 

more Participating Insurance 

Companies) that votes in favor of such 

segregation, or offering to the affected 

Contract owners the option of making 

such a change; (c) withdrawing the 

assets allocable to some or all of the 

Plans from the affected Fund and 

reinvesting them in a different 

investment medium; and (d) 

establishing a new registered 

management investment company or 

managed separate account. If a material 

irreconcilable conflict arises because of 

a decision by a Participating Insurance 

Company to disregard Variable Contract 

owner voting instructions, and that 

decision represents a minority position 

or would preclude a majority vote, then 

the Participating Insurance Company 

may be required, at the election of the 

Trust, to withdraw such Participating 

Insurance Company’s VA Account and 

VLI Account investments in the Fund, 

and no charge or penalty will be 

imposed as a result of such withdrawal. 

If a material irreconcilable conflict 

arises because of a Plan’s decision to 

disregard Plan participant voting 

instructions, if applicable, and that 

decision represents a minority position 

or would preclude a majority vote, the 

Plan may be required, at the election of 

the Trust, to withdraw its investment in 

the Fund, 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 Board 

determination of a material 

irreconcilable conflict and to bear the 

cost of such remedial action will be a 

contractual obligation of all Participants 

under their Participation Agreement 

with a Trust, and these responsibilities 

will be carried out with a view only to 

the interests of Variable Contract owners 

or, as applicable, Plan participants. 

For purposes of this Condition 4, a 

majority of the disinterested directors/

trustees of the Board of each Trust will 

determine whether or not any proposed 

action adequately remedies any material 

irreconcilable conflict, but, in no event, 

will the Fund or its Adviser be required 

to establish a new funding vehicle for 

any Variable Contract or Plan. No 

Participating Insurance Company will 

be required by this Condition 4 to 

establish a new funding vehicle for any 

Variable Contract if any offer to do so 

has been declined by vote of a majority 

of the Contract owners materially and 

adversely affected by the material 

irreconcilable conflict. Further, no Plan 

will be required by this Condition 4 to 

establish a new funding vehicle for the 

Plan if: (a) A majority of the Plan 

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participants materially and adversely 

affected by the irreconcilable material 

conflict vote to decline such offer, or (b) 

pursuant to documents governing the 

Plan, the Plan trustee makes such 

decision without a Plan participant 

vote. 

5. The Board of each Trust’s 

determination of the existence of a 

material irreconcilable conflict and its 

implications will be made known in 

writing promptly to all Participants. 

6. Participating Insurance Companies 

will provide pass-through voting 

privileges to all Variable Contract 

owners whose Contracts are issued 

through registered VLI Accounts or 

registered VA Accounts for as long as 

required by the Act as interpreted by the 

Commission. However, as to Variable 

Contracts issued through VA Accounts 

or VLI Accounts not registered as 

investment companies under the Act, 

pass-through voting privileges will be 

extended to owners of such Contracts to 

the extent granted by the Participating 

Insurance Company. Accordingly, such 

Participating Insurance Companies, 

where applicable, will vote the shares of 

each Fund held in their VLI Accounts 

and VA Accounts in a manner 

consistent with voting instructions 

timely received from Variable Contract 

owners. Participating Insurance 

Companies will be responsible for 

assuring that each of their VLI and VA 

Accounts investing in a Fund calculates 

voting privileges in a manner consistent 

with all other Participating Insurance 

Companies investing in that Fund. 

The obligation to calculate voting 

privileges as provided in this 

application shall be a contractual 

obligation of all Participating Insurance 

Companies under their Participation 

Agreement with the Trust. Each 

Participating Insurance Company will 

vote shares of each Fund held in its VLI 

or VA Accounts for which no timely 

voting instructions are received, as well 

as shares held by its General Account or 

otherwise attributed to it, in the same 

proportion as those shares for which 

voting instructions are received. Each 

Plan will vote as required by applicable 

law, governing Plan documents and as 

provided in this application. 

7. As long as the Act requires passthrough voting privileges to be provided 

to Variable Contract owners or the 

Commission interprets the Act to 

require the same, a Fund’s Adviser or 

any General Account will vote their 

shares of the Fund in the same 

proportion as all votes cast on behalf of 

all Variable Contract owners having 

voting rights; provided, however, that 

such an Adviser or General Account 

shall vote its shares in such other 

manner as may be required by the 

Commission or its staff. 

8. Each Fund will comply with all 

provisions of the Act requiring voting by 

shareholders (which, for these purposes, 

shall be the persons having a voting 

interest in its shares), and, in particular, 

the Fund will either provide for annual 

meetings (except to the extent that the 

Commission may interpret Section 16 of 

the Act not to require such meetings) or 

comply with Section 16(c) of the Act 

(although each Fund is not, or will not 

be, one of those trusts of the type 

described in Section 16(c) of the Act), as 

well as with Section 16(a) of the Act 

and, if and when applicable, Section 

16(b) of the Act. Further, each Fund will 

act in accordance with the 

Commission’s interpretations of the 

requirements of Section 16(a) with 

respect to periodic elections of 

directors/trustees and with whatever 

rules the Commission may promulgate 

thereto. 

9. A Fund will make its shares 

available to the VLI Accounts, VA 

Accounts, and Plans at or about the time 

it accepts any seed capital from its 

Adviser or from a General Account of a 

Participating Insurance Company. 

10. Each Fund has notified, or will 

notify, all Participants that disclosure 

regarding potential risks of mixed and 

shared funding may be appropriate in 

VLI Account and VA Account 

prospectuses or Plan documents. Each 

Fund will disclose, in its prospectus 

that: (a) Shares of the Fund may be 

offered to both VA Accounts and VLI 

Accounts and, if applicable, to Plans, (b) 

due to differences in tax treatment and 

other considerations, the interests of 

various Variable Contract owners 

participating in the Fund and the 

interests of Plan Participants investing 

in the Fund, if applicable, may conflict, 

and (c) the Trust’s Board will monitor 

events in order to identify the existence 

of any material irreconcilable conflicts 

and to determine what action, if any, 

should be taken in response to any such 

conflicts. 

11. If and to the extent Rule 6e–2 and 

Rule 6e–3(T) under the Act are 

amended, or proposed Rule 6e–3 under 

the Act is adopted, to provide 

exemptive relief from any provision of 

the Act, or the rules thereunder, with 

respect to mixed or shared funding, on 

terms and conditions materially 

different from any exemptions granted 

in the order requested in this 

application, then each Fund and/or 

Participating Insurance Companies, as 

appropriate, shall take such steps as 

may be necessary to comply with Rules 

6e–2 or 6e–3(T), as amended, or Rule 

6e–3, to the extent such rules are 

applicable. 

12. Each Participant, at least annually, 

shall submit to the Board of each Trust 

such reports, materials or data as the 

Board reasonably may request so that 

the directors/trustees of the Board may 

fully carry out the obligations imposed 

upon the Board by the conditions 

contained in this application. Such 

reports, materials and data shall be 

submitted more frequently if deemed 

appropriate by the Board of a Trust. The 

obligations of the Participants to 

provide these reports, materials and 

data to the Board, when it so reasonably 

requests, shall be a contractual 

obligation of all Participants under their 

Participation Agreement with the Trust. 

13. All reports of potential or existing 

conflicts received by the Board of each 

Trust, and all Board action with regard 

to determining the existence of a 

conflict, notifying Participants of a 

conflict and determining whether any 

proposed action adequately remedies a 

conflict, will be properly recorded in 

the minutes of the Board or other 

appropriate records, and such minutes 

or other records shall be made available 

to the Commission upon request. 

14. Each Fund will not accept a 

purchase order from a Plan if such 

purchase would make the Plan an 

owner of 10 percent or more of the net 

assets of the Fund unless the Plan 

executes an agreement with the Fund 

governing participation in the Fund that 

includes the conditions set forth herein 

to the extent applicable. A Plan will 

execute an application containing an 

acknowledgement of this condition at 

the time of its initial purchase of shares. 

Conclusion 

For all of the reasons explained above, 

Applicants submit that the exemptions 

requested 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 Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–24684 Filed 10–16–14; 8:45 am] 

BILLING CODE 8011–01–P 

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