[Federal Register Volume 60, Number 222 (Friday, November 17, 1995)]
[Notices]
[Pages 57730-57734]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-28401]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21487; No. 812-9642]
AIM Variable Insurance funds, Inc., et al.
November 9, 1995.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of Application for an exemption pursuant to the
Investment Company Act of 1940 (the ``1940 Act'').
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applicants: AIM Variable Insurance Funds, Inc. (``Company''), AIM
Advisors, Inc. (``AIM''), and certain life insurance companies
(``Participating Insurance Companies'') and their separate accounts
(``Separate Accounts'') that currently or in the future will invest in
the Company.
relevant 1940 act sections: Order requested pursuant to Section 6(c)
granting exemptions from the provisions of 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.
summary of application: Applicants seek an order to permit shares of
the Company and shares of any other investment company that is offered
as a vehicle to fund insurance products and for which AIM, or any of
its affiliates, may serve as manager, investment adviser,
administrator, principal underwriter or sponsor (such other investment
companies, including any series thereof, together with the Company and
each of its series, are the ``Funds'') to be sold to and held by: (a)
Separate Accounts funding variable annuity and variable life insurance
contracts issued by both affiliated and unaffiliated Participating
Insurance Companies, and (b) qualified pension and retirement plans
outside of the context of Separate Accounts (``Qualified Plans'' or
``Plans'').
filing date: The application was filed on June 22, 1995 and amended on
October 23, 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 Secretary of the
Commission and serving Applicants with a copy of the request,
personally or by mail. Hearing requests must be received by the
Commission by 5:30 p.m. on December 4, 1995, and must 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, 450 5th
Street, NW., Washington, D.C. 20549. Applicants, c/o Nancy L. Martin,
Esq., AIM Advisors, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
97046-1173.
FOR FURTHER INFORMATION CONTACT:
Kevin M. Kirchoff, Senior Counsel, or Wendy Friedlander, Deputy Chief,
Office of Insurance Products (Division
[[Page 57731]]
of Investment Management), at (202) 942-0670.
SUPPLEMENTARY INFORMATION: The following is a summary of the
application; the complete application is available for a fee from the
Public Reference Branch of the Commission.
Applicants; Representations
1. The Company is a Maryland corporation registered pursuant to the
1940 Act as an open-end management investment company. Currently, the
Company's common stock is divided into nine separate series, each
representing an interest in a separate investment portfolio with its
own investment objectives, program, policies and restrictions.
2. AIM, a Delaware corporation organized in 1976, is registered
with the Commission pursuant to the Investment Advisers Act of 1940 and
serves as the investment adviser to each Fund. AIM is a wholly-owned
subsidiary of AIM Management Group Inc.
3. Shares of the funds are currently offered and sold to Separate
Accounts of Connecticut General Life Insurance Company (``CG''),
Citicorp Life Insurance Company (``Citicorp Life'') and First Citicorp
Life Insurance Company (``First Citicorp,'' together with CG and
Citicorp Life, the ``Current Insurance Companies''), to fund benefits
under variable annuity contracts (``VA Contracts'') issued by these
insurance companies, and to AIM and CG in connection with the initial
capitalization of each Fund. Each of these Separate Accounts is
registered as a unit investment trust pursuant to the 1940 Act.
4. Prior to obtaining the exemptive relief sought in the
application, the Funds intend to offer and sell their shares to
Separate Accounts of the Current Insurance Companies as well as other
Participating Insurance Companies, affiliated or unaffiliated with the
Current Insurance Companies, to fund benefits under VA Contracts issued
by these insurance companies. After obtaining exemptive relief, the
Funds intend to offer and sell their shares to Separate Accounts of
Participating Insurance Companies, including the Current Insurance
Companies and insurance companies that are affiliated or unaffiliated
therewith, to fund benefits under VA Contracts as well as single
premium, scheduled premium and flexible premium variable life insurance
contracts (``VLI Contracts,'' together with VA Contracts, the
``Contracts'') issued by these insurance companies.
5. The Participating Insurance Companies, either directly or
through affiliated persons (``affiliates''), may serve, or be deemed to
serve, as investment advisers, principal underwriters and/or depositors
of, as appropriate, their respective Separate Accounts and/or the
Funds.
6. The Funds also intend to offer and sell their shares to a
variety of Qualified Plans as permitted by applicable tax law.
Depending on the type of Qualified Plan, shares of the Funds may be
held in trust by one or more trustees pursuant to Section 403(a) of the
Employee Retirement Income Security Act of 1974. In addition, depending
on the terms of a Qualified Plan, one or more of the Funds may serve as
the sole investment vehicle under the Plan or as one of several
interest alternatives. Also, Plan participants may be given an
investment choice depending on the terms of the Plan. AIM will not act
as investment adviser to any of the Qualified Plans that purchase
shares of any of the Funds, except to the extent permitted by
applicable law. Fund shares held by any Qualified Plan will be voted in
accordance with the terms of the Plan pursuant to applicable law.
Applicants' Legal Analysis
1. The use of a common management investment company as the
underlying investment medium for both variable annuity and variable
life insurance separate accounts of a single insurance company (or of
two or more affiliated insurance companies) is referred to as ``mixed
funding.'' The use of a common management investment company as the
underlying investment medium for variable annuity and variable life
insurance separate accounts of unaffiliated insurance companies is
referred to as ``shared funding.'' ``Mixed and shared funding'' denotes
the use of a common management investment company to fund the variable
annuity and variable life insurance separate accounts of affiliated and
unaffiliated insurance companies.
2. Rules 6e-2(b)(15) and 6e-3(T)(b)(15) under the 1940 Act
(collectively, the ``Rules'') provide separate accounts organized as
unit investment trusts with partial exemptions from Sections 9(a),
13(a), 15(a) and 15(b) of the 1940 Act in connection with scheduled
premium and flexible premium VLI Contracts, respectively.
3. The exemptions provided by the Rules, however, are subject to
certain exclusivity requirements that prohibit mixed and shared funding
in the case of Rule 6e-2, prohibit shared funding in the case of Rule
6e-3(T), and prohibit the offering of underlying fund shares to
Qualified Plans under both Rules.
4. Applicants state that, because the relief under the Rules is
available only where shares of the Funds are offered exclusively to
Separate Accounts, additional exemptive relief is necessary if the
shares of the Funds also are to be sold to Plans.
5. Applicants state that the promulgation of the Rules preceded the
issuance of the Treasury Department Regulations that made it possible
for shares of an investment company to be held by the trustee of a
Qualified Plan without adversely affecting the ability of shares in the
same investment company also to be held by the separate accounts of
insurance companies in connection with their variable contracts. Thus,
the sale of shares of the same investment company to separate accounts
and Qualified Plans could not have been envisioned at the time of the
adoption of the Rules.
6. Section 6(c) of the 1940 Act authorizes the Commission to exempt
any person, security, or transaction, or any class or classes of
persons, securities, or transactions, from the provisions of the 1940
Act and the rules promulgated 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 1940 Act.
7. Accordingly, Applicants request that the Commission, pursuant to
Section 6(c) of the 1940 Act, issue an order granting exemptions to
Participating Insurance Companies and their Separate Accounts (and any
investment adviser, principal underwriter and depositor of such a
Separate Account and/or a Fund) from the provisions of 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 to the extent necessary to permit shares of the
Funds to be sold to and held by (a) Separate Accounts funding VA
Contracts and VLI Contracts issued by both affiliated and unaffiliated
Participating Insurance Companies and (b) Qualified Plans, under the
circumstances described in the application.
8. Section 9(a)(3) of the 1940 Act provides 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 Section
9(a) (1) or (2). Subject to certain exclusivity requirements, the Rules
provide partial exemptions from Section 9(a) by limiting the
disqualification to affiliated
[[Page 57732]]
individuals or companies that directly participate in the management or
administration of the underlying investment company. The partial relief
granted by Rules 6e-2(b)(15) and 6e-3(T)(b)(15) from the requirements
of Section 9(a) of the 1940 Act, in effect, limits the amount of
monitoring necessary to ensure compliance with Section 9(a) to that
which is appropriate in light of the policy and purposes of the
section. Applicants argue that the Rules reflect the Commission's
recognition that it is unnecessary to apply Section 9(a) to the many
individuals who may be involved in an insurance company complex, but
have no connection with the investment company funding the separate
accounts. Applicants further argue that Rule 6e-3(T) reflects the
Commission's recognition that it is unnecessary to apply Section 9(a)
to such individuals in the context of mixed funding.
9. Applicants are aware of no reason the exemptions from Section
9(a) provided by Rule 6e-2 should not be coextensive with that provided
by Rule 6e-3(T) with regard to mixed funding. In addition, Applicants
are aware of no reason to limit the availability of the exemptions
provided by the Rules in the context of shared funding and are not
aware of any instance where the Commission or its staff has applied the
requirements of Section 9(a) fully in the context of a shared funding
arrangement.
10. Applicants do not expect Participating Insurance Companies to
play any role in the management or administration of the Funds.
Therefore, it is unlikely that they will need to rely on the partial
exemptions provided by the Rules. However, in the event Participating
Insurance Companies find such relief necessary, no regulatory purpose
would be served by applying the full monitoring requirements of Section
9(a). Indeed, applying these requirements would increase the monitoring
costs incurred by the Participating Insurance Companies and, therefore,
the level of administrative charges borne by Contract owners, which
would reduce the net rates of return realized by Contract owners.
11. Applicants also submit that the proposed sale of shares of the
Funds to Qualified Plans would not affect the relief requested.
Applicants state that the Participating Insurance Companies would
engage in the same level of monitoring regardless of whether shares of
the Funds were sold to Qualified Plans. Qualified Plans are not subject
to Section 9(a), because they are not investment companies.
12. Applicants request relief comparable to that provided by
paragraphs (b)(4) and (b)(15) of Rules 6e-2 and 6e-3(T) to the extent
necessary to provide exemptions from Section 9(a), in the context of
mixed and shared funding, with respect to variable annuity Separate
Accounts of Participating Insurance Companies.
13. Section 9(a)(3) of the 1940 Act provides that it is unlawful
for any company to serve as principal underwriter or depositor for any
registered unit investment trust, such as the Separate Accounts, if an
affiliated person of that trust is subject to a disqualification
enumerated in Section 9(a) (1) or (2). Paragraph (b)(4) of Rules 6e-2
and 6e-3(T) provides partial exemptions from Section 9(a) by limiting
the disqualification to affiliated individuals or companies that
directly participate in the management or administration of a
registered unit investment trust separate account or in the sale of
variable life insurance contracts funded by such separate account.
Applicants argue that the partial relief provided by Rules 6e-2(b)(4)
and 6e-3(T)(b)(4) parallels that provided by Rules 6e-2(b)(15) and 6e-
3(T)(b)(15), discussed above. Applicants assert that, like the relief
provided by Rules 6e-2(b)(15) and 6e-3(T)(b)(15), the partial relief
granted by Rules 6e-2(b)(4) and 6e-3(T)(b)(4), from the requirements of
Section 9(a) of the 1940 Act, in effect, limits the amount of
monitoring necessary to ensure compliance with Section 9(a) to that
which is appropriate in light of the policy and purposes of such
Section.
14. The effect of the requested relief would be to exempt, from the
automatic disqualification provisions of Section 9(a), the officers,
directors and employees of Participating Insurance Companies, and their
affiliates, who do not participate directly in the management or
administration of variable annuity Separate Accounts or the Funds
underlying Separate Accounts funding VA Contracts, or in the sale of VA
Contracts funded by such Separate Accounts. Such relief would be the
same as the relief available under Rules 6e-2(b)(4) and (b)(15) and 6e-
3(T)(b)(4) and (b)(15) with respect to variable life insurance Separate
Accounts.
15. Applicants are aware of no reason the exemptions from Section
9(a) provided by Rules 6e-2(b)(4) and (b)(15) and Rules 6e-3(T)(b)(4)
and (b)(15) with respect to variable life insurance contracts should
not apply also with respect to variable annuity contracts.
16. Applicants request exemptive relief to limit the scope of
Section 9(a) to those officers, directors, and employees of
Participating Insurance Companies, and their affiliates, who
participate directly in the management or administration of variable
annuity Separate Accounts or the Funds underlying such Separate
Accounts or in the sale of VA Contracts funded by the Separate
Accounts.
17. Section 13(a) of the 1940 Act provides that it is unlawful for
any registered investment company to, unless authorized by the vote of
a majority of its outstanding voting securities, change its
subclassification as open-end or closed-end investment company; engage
in certain transactions and investment practices unless they are in
accordance with the recitals of policy contained in its registration
statement; deviate from certain investment policies of other
fundamental policies; or cease to be an investment company.
Section 15(a) of the 1940 Act provides certain requirements
regarding any contract between a fund and its investment advisor,
including the provision that such contract may be terminated at any
time by vote of a majority of the outstanding voting securities of such
fund.
18. Rules 6e-2(b)(15) (iii) and 6e-3(T)(b)(15)(iii) under the 1940
Act provide exemptions from the pass-through voting requirement with
respect to several significant matters, assuming observance of the
limitations on mixed and shared funding imposed by the 1940 Act and the
rules thereunder.
Rules 6e-2(b)(15)(iii)(A) and 6e-3(T)(b)(iii)(A) provide that the
insurance company may disregard voting instructions of its contract
owners with respect to the investments of an underlying fund, or any
contract between a fund and its investment advisor, when required to do
so by an insurance regulatory authority.
Rules 6e-2(b)(15)(iii)(B) and 6e-3(T)(b)(15)(iii)(B) provide that
the insurance company may disregard voting instructions of its contract
owners if the contract owners initiate any change in the company's
investment policies, principal underwriter, or any investment advisor,
provided that disregarding such voting instructions is reasonable and
subject to the other provisions of paragraphs (b)(15)(ii) and
(b)(7)(ii) ((B) and (C) of each rule.
19. Applicants submit that neither mixed nor shared funding
compromises the goals of the state insurance regulatory authorities or
of the Commission. Indeed, by permitting such arrangements, the
Commission eliminates needless duplication of start-up and
administrative expenses and
[[Page 57733]]
potentially increases an investment company's assets, thereby making
effective portfolio management strategies easier to implement and
promoting other economies of scale. Applicants do not perceive that the
sale of shares of the Funds to Qualified Plans would have any impact on
the relief requested in this regard.
20. Applicants submit that no increased conflicts of interest would
be present if the Commission grants the exemptive relief requested in
the application.
21. Applicants further submit that granting the requested relief
would enable Participating Insurance Companies investing in the Funds
to: (a) avoid the costs of organizing and operating a funding medium,
particularly the costs of obtaining expertise with respect to
investment management; (b) expand the variety of funding options
available under existing or future Contracts; and (c) benefit not only
from the investment advisory and administrative expertise of the Funds'
investment adviser, but also from the costs efficiencies and investment
flexibility afforded by a large pool of funds. Moreover, sales of
shares of the Funds to Qualified Plans in addition to Separate Accounts
should result in an increased amount of assets available for investment
by such Funds. Such an increase in assets should inure to the benefit
of Contract owners by promoting economies of scale, by permitting
greater safety through greater diversification, and by making the
addition of new Funds more feasible. Applicants believe there is no
significant legal impediment to permitting mixed and shared funding.
Applicants' Conditions
1. A majority of the Board of Directors (``Board'') of each Fund
will consist of persons who are not ``interested persons'' thereof, 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 the death, disqualification,
or bona fide resignation of any director, then the operation of this
condition shall be suspended: (a) for a period of 45 days if the
vacancy or vacancies may be filled by the Board; (b) for a period of 60
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.
2. Each Board will monitor its Fund for the existence of any
material irreconcilable conflict among the interests of the Contract
owners of all Separate Accounts and all Plan participants investing in
the Fund. A material irreconcilable conflict may arise for a variety of
reasons, including: (a) an action by any state insurance or other
regulatory authority; (b) a change in applicable federal or state
insurance, tax or securities law or regulations, or a public ruling,
private letter ruling, no-action or interpretative 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 Funds are being managed;
(e) a difference in voting instructions given by VA Contract owners and
VLI Contract owners; (f) a decision by a Participating Insurance
Company to disregard the voting instruction of Contract owners; or (g)
a decision by a Plan to disregard the voting instructions of Plan
participants.
3. Participating Insurance Companies, AIM (or any other investment
adviser of a Fund), and any Plan that executes a fund participation
agreement upon becoming an owner of 10% or more of the assets of a Fund
(such a Plan being referred to hereafter as a ``Participating Plan''),
will report any potential or existing conflicts to the Board of the
relevant Fund. Participating Insurance Companies, AIM (or any other
investment adviser of a Fund), and Participating Plans will be
responsible for assisting the Board in carrying out its
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 of Participating Insurance Company or a Participating Plan
to inform the Board whenever it has determined to disregard Contract
owner, a Plan participant, voting instructions, respectively. The
responsibility to report such information and conflicts and to assist
the Board will be contractual obligations of all Participating
Insurance Companies and Participating Plans investing in the Funds
under their agreements governing participation in the Funds, and such
agreements shall provide that these responsibilities will be carried
out with a view only to the interests of Contract owners and Plan
participants.
4. If it is determined by a majority of the Board of a Fund, or by
a majority of its disinterested directors, that a material
irreconcilable conflict exists, the relevant Participating Insurance
Companies and Participating Plans will, at their expense and to the
extent reasonably practicable (as determined by a majority of the
disinterested directors), take whatever steps are necessary to remedy
or eliminate the material irreconcilable conflict, which steps could
include: (a) withdrawing the assets allocable to some or all of the
Separate Accounts and Participating Plans from the Funds and
reinvesting such assets in a different investment medium, which may
include another Fund, or submitting the question of whether such
segregation should be implemented to a vote of all affected Contract
owners and Plan participants and, as appropriate, segregating the
assets of any appropriate group (i.e., VA Contract owners and/or VLI
Contract owners of one or more Participating Insurance Companies, and/
or participants of one or more Participating Plans) that votes in favor
of such segregation, or offering to the affected Contract owners and
Plan participants the option of making such a change; and (b)
establishing a new registered management investment company or managed
Separate Account. If a material irreconcilable conflict arises because
of a decision by a Participating Insurance Company or Participating
Plan to disregard Contract owner or Plan participant voting
instructions, respectively, and that decision represents a minority
position or would preclude a majority vote, the Participating Insurance
Company or Participating Plan may be required, at the election of the
relevant Fund, to withdraw its Separate Account's investment or, in the
case of a Participating Plan, its participants' investments, in such
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
Participating Insurance Companies and Participating Plans under their
agreements governing participation in the Funds and such agreements
shall provide that these responsibilities will be carried out with a
view only to the interests of Contract owners and Plan participants.
For purposes of this Condition Four, a majority of the disinterested
directors of the Board will determine whether any proposed action
adequately remedies any material irreconcilable conflict, but in no
event will the relevant Fund or AIM (or any other investment adviser of
the Funds) be required to establish a new funding medium for any
Contract. No Participating Insurance Company shall be required by this
Condition Four to establish a new funding medium for any
[[Page 57734]]
Contract if an offer to do so has been declined by vote of a majority
of Contract owners materially and adversely affected by the material
irreconcilable conflict. No Participating Plan shall be required by
this Condition Four to establish a new funding medium for any Plan
participant if (a) a majority of Plan participants materially and
adversely affected by the material irreconcilable conflict vote to
decline such offer or (b) pursuant to governing Plan documents and
applicable law, the Participating Plan makes such decision without a
Plan participant vote.
5. The Board's determination of the existence of a material
irreconcilable conflict and its implications will be made known
promptly and in writing to all Participating Insurance Companies and
Participating Plans.
6. Participating Insurance Companies will provide pass-through
voting privileges to Contract owners who invest in registered Separate
Accounts so long as the Commission interprets the 1940 Act to require
pass-through voting privileges for Contract owners. Accordingly, the
Participating Insurance Companies will vote shares of a Fund held in
their registered Separate Accounts in a manner consistent with voting
instructions timely received from Contract owners. Each Participating
Insurance Company will vote shares for which it has not received timely
voting instructions, as well as shares attributable to it (and to any
unregistered Separate Accounts supporting Contracts for which no voting
privileges have been granted to the owners thereof), in the same
proportion as it votes shares for which it has received timely
instructions. Participating Insurance Companies will be responsible for
assuring that each of their registered Separate Accounts calculates
voting privileges in a manner consistent with other Participating
Insurance Companies. The obligation to calculate voting privileges in a
manner consistent with all other registered Separate Accounts investing
in the Fund will be a contractual obligation of all Participating
Insurance Companies under the agreements governing participation in the
Fund. Each Participating Plan will vote as required by applicable law
and governing Plan documents.
7. All reports of potential or existing conflicts received by the
Board, and all Board action with regard to: (a) determining the
existence of a conflict; (b) notifying Participating Insurance
Companies and Participating Plans of a conflict; and (c) determining
whether any proposed action adequately remedies a conflict, will be
properly recorded in the minutes of the appropriate Board or other
appropriate records, and such minutes or other records shall be made
available to the Commission upon request.
8. Each Fund will notify all Participating Insurance Companies that
Separate Account prospectus disclosure regarding potential risks of
mixed and shared funding may be appropriate. Each Fund will disclose in
its prospectus that: (a) shares of the Fund are offered in connection
with mixed and shared funding, and are offered to Plans; (b) mixed and
shared funding may present certain conflicts of interest; (c) due to
differences in tax treatment and other considerations, the interests of
various Contract owners investing in Separate Accounts investing in the
Funds, and the interests of Plan participants investing in the Funds,
may conflict; and (d) the Board of the Fund will monitor for the
existence of any material conflicts and determine what action, if any,
should be taken.
9. Each Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders (which, for these purposes, shall be
the person having a voting interest in shares of the Fund), and, in
particular, each Fund will either provide for annual meetings (except
insofar as the Commission may interpret Section 16 of the 1940 Act not
to require such meetings) or comply with Section 16(c) of the 1940 Act
(although the Funds are not one of the trusts described in Section
16(c) of the 1940 Act), as well as with Section 16(a), and, if
applicable, Section 16(b) of the 1940 Act. Further, each Fund will act
in accordance with the Commission's interpretation of the requirements
of Section 16(a) with respect to periodic elections of directors and
with whatever rules the Commission may promulgate with respect thereto.
10. If, and to the extent that, Rules 6e-2 and 6e-3(T) are amended
(or if Rule 6e-3 under the 1940 Act is adopted) to provide exemptive
relief from any provision of the 1940 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 by
Applicants, then the Funds and/or the Participating Insurance
Companies, as appropriate, shall take such steps as necessary to comply
with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to
the extent applicable.
11. No less than annually, the Participating Insurance Companies,
the Participating Plans, and/or AIM (or any other investment adviser of
a Fund) shall submit to the Board such reports, materials, or data as
the Board may reasonably request so that the Board may carry out fully
the obligations imposed upon it by the conditions contained in any
Commission order. The responsibility to submit such reports, materials,
and data to the Board shall be a contractual obligation of all
Participating Insurance Companies and Participating Plans under the
agreements governing their participation in the Funds.
12. A Participating Insurance Company, or any affiliate, will
maintain at its home office, available to the Commission, (i) a list of
its officers, directors and employees who participate directly in the
management or administration of any VA Separate Account organized as a
unit investment trust or of the Funds and/or (ii) a list of its agents
who, as registered representatives, offer and sell VA Contracts. These
individuals will continue to be subject to the automatic
disqualification provisions of Section 9(a).
13. If a Qualified Plan should ever become an owner of 10% or more
of the assets of a Fund, such Qualified Plan will execute a fund
participation agreement with such Fund. A Qualified Plan will execute
an application containing an acknowledgment of this condition at the
time of its initial purchase of shares of any Fund.
Conclusion
For the reasons summarized above, Applicants represent that the
exemptions requested are necessary and appropriate in the public
interest and consistent with the protection of investors and the
purposes fairly intended by the policy and provisions of the 1940 Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-28401 Filed 11-16-95; 8:45 am]
BILLING CODE 8010-01-M
