[Federal Register Volume 62, Number 238 (Thursday, December 11, 1997)]
[Notices]
[Pages 65289-65293]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-32366]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-22925; File No. 912-10606]
Dreyfus Variable Investment Fund, et al.
December 4, 1997.
AGENCY: Securities and Exchange Commission (``SEC'' or the
``Commission'').
ACTION: Notice of application for an amended order under Section 6(c)
of the Investment Company Act of 1940 (the ``1940 Act'') for 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.
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SUMMARY OF APPLICATION: Applicants seek an amended order to permit
shares of the Dreyfus Variable Investment Fund and the Dreyfus Life and
Annuity Index Funds, Inc. (d\b\a Dreyfus Stock Index Fund) to be sold
to and held by qualified pension and retirement plans outside the
separate account context.
APPLICANTS: Dreyfus Variable Investment Fund (``DVIF''), Dreyfus Life
and Annuity Index Fund, Inc. (d\b\a Dreyfus Stock Index Fund)
(``DSIF'') (together, the ``Funds'') and The Dreyfus Corporation
(``Dreyfus'').
FILING DATE: The application was filed on April 4, 1997, and amended
and restated on October 10, 1997.
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 on this application by writing to the
Secretary of the SEC and serving Applicants with a copy of the request,
in person or by mail. Hearing requests must be received by the
Commission by 5:30 p.m., on December 29, 1997, and accompanied by proof
of service on the Applicants in the form of an affidavit or, for
lawyers, a certificate of service. Hearing requests should state the
nature of the interest, the reason for the request and the issues
contested. Persons may request notification of the date of a hearing by
writing to the Secretary of the SEC.
ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549.
Applicants, 200 Park Avenue, New York, NY 10166.
FOR FURTHER INFORMATION CONTACT:
Zandra Y. Bailes, Senior Counsel, or Mark C. Amorosi, Branch Chief,
Division of Investment Management, Office of Insurance Products, at
(202) 942-0670.
SUPPLEMENTARY INFORMATION: Following is a summary of the application.
The complete application is available for a fee from the Public
Reference Branch of the SEC, 450 Fifth Street, NW., Washington, DC
20549 (tel. (202) 942-8090).
Applicants' Representations
1. DVIF is a Massachusetts business trust registered under the 1940
Act as an open-end diversified management investment company. It
presently consists of eleven classes of stock and may in the future add
one or more additional classes of stock.
2. DSIF is a Maryland corporation registered under the 1940 Act as
an open-end non-diversified management investment company. DSIF is a
single portfolio mutual fund that offers only one class of stock for
investment.
3. Dreyfus, an investment adviser registered under the Investment
Advisers Act of 1940, serves as the investment adviser for each Fund.
Fayez Sarofim & Co. is the subinvestment adviser for DVIF's Capital
Appreciation Portfolio. Mellon Equity Associates is DSIF's index fund
manager.
4. On December 23, 1987, an order was issued granting exemptive
relief to permit shares of DVIF to be sold to and held by variable
annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies (Release No. IC-
16188, File No. 812-6698) (the ``DVIF Order''). Similarly, on August
23, 1989, an order was issued to DSIF granting identical exemptive
relief (Release No. IC-17118, File No. 812-7253) (the ``DESIF Order'')
(together, the DVIF Order and the DSIF Order, the ``Original Orders'').
5. The Original Orders allow DVIF and DSIF to offer their shares to
insurance companies as the investment vehicle for their separate
accounts supporting variable annuity contracts, schedule premium
variable life insurance contracts and flexible premium variable life
insurance contracts (collectively, ``Variable Contracts''). Separate
accounts owning shares of a Fund and their insurance company depositors
are referred to herein as ``Participating Separate Accounts'' and
``Participating Insurance Companies,'' respectively.
6. The Original orders do not expressly address the sale of shares
of the Funds to qualified pension and retirement plans outside of the
separate account context (``Qualified Plan''). Applicants propose that
the Funds be permitted to offer and sell shares of the Funds to
Qualified Plans.
Applicants' Legal Analysis
1. Applicants request that the Commission issue an amended order
[[Page 65290]]
pursuant to Section 6(c) of the 1940 Act, exempting scheduled premium
variable life insurance separate accounts and flexible premium variable
life insurance separate accounts of Participating Insurance Companies
(and, to the extent necessary, any principal underwriter and depositor
of such an account) and the Applicants 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)
(and any comparable rule) thereunder, respectively, to the extent
necessary to permit shares of the Funds to be sold to and held by
qualified Plans.
2. 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
provisions of the 1940 Act or the rules or regulations 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.
3. In connection with the funding of scheduled premium variable
life insurance contracts issued through a separate account registered
under the 1940 Act as a unit investment trust, Rule 6e-2(b)(15)
provides partial exemptions from Section 9(a), 13(a), 15(a) and 15(b)
of the 1940 Act. These exemptions are available, however, only where
the management investment company underlying the separate account
(``underlying fund'') offers its shares ``to variable life insurance
separate accounts of the life insurer, or of any affiliated life
insurance company.'' 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/or variable
life insurance separate accounts of unaffiliated insurance companies is
referred to as ``shared funding/'' Therefore, Rule 6e-2 does not permit
either mixed funding or shared funding because the relief granted by
Rule 6e-2(b)(15) is not available with respect to a scheduled premium
variable life insurance separate account that owns shares of an
underlying fund that also offers its shares to a variable annuity or a
flexible premium variable life insurance separate account of the same
company or of any affiliated life insurance company. Rule 6e-2(b)(15)
also does not permit the sale of shares of the underlying fund to
Qualified Plans.
4. In connection with flexible premium variable life insurance
contracts issued through a separate account registered under the 1940
Act as a unit investment trust, Rule 6e-3(T)(b)(15) also provides
partial exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the
1940 Act. These exemptions, however, are available only where the
separate account's underlying fund offers its shares ``exclusively to
separate accounts of the life insurer, or of any affiliated life
insurance company, offering either scheduled contracts or flexible
contracts, or both; or which also offer their shares to variable
annuity separate accounts of the life insurer or of an affiliated life
insurance company.'' Therefore, Rule 6e-3(T) permits mixed funding but
does not permit shared funding and also does not permit the sale of
shares of the underlying fund to Qualified Plans. As noted above, the
Original Orders granted the Funds exemptive relief to permit mixed and
shared funding, but did not expressly address the sale of shares of the
Funds to Qualified Plans.
5. Applicants note that if the Funds were to sell their shares only
to Qualified Plans, exemptive relief under Rule 6e-2 and Rule 6e-3(T)
would not be necessary. The relief provided for under Rule 6e-2(b)(15)
and Rule 6e-3(T)(b)(15) does not relate to qualified pension and
retirement plans or to a registered investment company's ability to
sell its shares to such plans.
6. Applicants state that changes in the federal tax law have
created the opportunity for each Fund to increase its asset base
through the sale of shares of each Fund Qualified Plans. Section 817(h)
of the Internal Revenue Code of 1986, as amended (the ``Code''),
imposes certain diversification standards on the assets underlying
Variable Contracts. Treasury Regulations provide that, to meet the
diversification requirements, all of the beneficial interests in the
underlying investment company must be held by the segregated asset
accounts of one or more life insurance companies. Notwithstanding this,
the Treasury Regulations also contain an exception to this requirement
that permits trustees of a Qualified Plan to hold shares of an
investment company, the shares of which are also held by insurance
company segregated asset accounts, without adversely affecting the
status of the investment company as an adequately diversified
underlying investment of Variable Contracts issued through such
segregated asset accounts (Treas. Reg. 1.817-5(f)(3)(iii)).
7. Applicants state that the promulgation Rules 6e-2(b)(15) and 6e-
3(T)(b)(15) under the 1940 Act preceded the issuance of these Treasury
Regulations. Thus, the sale of shares of the same investment company to
both separate accounts and Qualified Plans was not contemplated at the
time of the adoption of Rules 6e-2(b)(15) and 6e-3(T)(b)(15).
8. Section 9(a) 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).
Rules 6e-2(b)(15) and 6e-3(T)(b)(15) provide exemptions from Section
9(a) under certain circumstances, subject to the limitations on mixed
and shared funding. These exemptions limit the application of the
eligibility restrictions to affiliated individuals or companies that
directly participate in the management of the underlying portfolio
investment company.
9. Applicants state that the relief granted in Rules 6e-2(b)(15)
and 6e-3(T)(b)(15) from the requirements of Section 9 limits, in
effect, the amount of monitoring of an insurer's personnel that would
otherwise be necessary to ensure compliance with Section 9 to that
which is appropriate in light of the policy and purposes of Section 9.
Applicants state that those Rules recognize that it is not necessary
for the protection of investors or the purposes fairly intended by the
policy and provisions of the 1940 Act to apply the provisions of
Section 9(a) to the many individuals involved in an insurance company
complex, most of whom typically will have no involvement in matters
pertaining to investment companies funding the separate accounts.
10. Applicants previously requested and received relief from
Section 9(a) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) to the extent
necessary to permit mixed and shared funding. Applicants maintain that
the relief previously granted from Section 9(a) will in no way be
affected by the proposed sale of shares of the Funds to Qualified
Plans. Those individuals who participate in the management or
administration of the Funds will remain the same regardless of which
Qualified Plans use such Funds. Applicants maintain that the
requirements of Section 9(a) because of investment by Qualified Plans
would not serve any regulatory purpose. Moreover, Qualified
[[Page 65291]]
Plans, unlike separate accounts, are not themselves investment
companies, and therefore are not subject to Section 9 of the 1940 Act.
Furthermore, it is not anticipated that a Qualified Plan would be an
affiliated person of either Fund by virtue of its shareholders.
11. Applicants state that Rules 6e-2(b)(15)(iii) and 6e-
3(T)(b)(15)(iii) provide exemptions from the pass-through voting
requirement with respect to several significant matters, assuming the
limitations on mixed 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 contractowners
with respect to the investments of an underlying fund or any contract
between a fund 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 the Rules). Rules 6e-2(b)(15)(iii)(B)
and 6e-3(T)(b)(15)(iii)(A)(2) provide that the insurance company may
disregard contractowner's voting instructions if the contractowners
initiate any change in such 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) and (b)(7)(ii)(B) and (C) of the Rules).
12. Applicants assert that Qualified Plans, which are not
registered as investment companies under the 1940 Act, have no
requirement to pass through the voting rights to plan participants.
Applicable law expressly reserves voting rights to certain specified
persons. Under Section 403(a) of the Employment Retirement Income
Security Act (``ERISA''), shares of a fund sold to a Qualified Plan
must be held by the trustees of the Qualified Plan. Section 403(a) also
provides that the trustee(s) must have exclusive authority and
discretion to manage and control the Qualified Plan with two
exceptions. (1) When the Qualified Plan expressly provides that the
trustee(s) are subject to the direction of a named fiduciary who is not
a trustee, in which case the trustees are subject to proper directions
made in accordance with the terms of the Qualified Plan and not
contrary to ERISA, and (2) when the authority to manage, acquire or
dispose of assets of the Qualified Plan is delegated to one or more
investment managers pursuant to Section 402(c)(3) of ERISA. Unless one
of the two above exceptions stated in Section 403(a) applies, Qualified
Plan trustees have the exclusive authority and responsibility for
voting proxies. Where a named fiduciary to a Qualified Plan appoints an
investment manager, the investment manager has the responsibility to
vote the share held unless the right to vote such shares is reserved to
the trustees or the named fiduciary. Where a Qualified Plan does not
provide participants with the right to give voting instructions, the
Applicants do not see any potential for material irreconcilable
conflicts of interest between or among variable contract holders and
Qualified Plan investors with respect to voting of the respective
Fund's shares. Accordingly, Applicants state that unlike the case with
insurance company separate accounts, the issue of the resolution of
material irreconcilable conflicts with respect to voting is not present
with respect to such Qualified Plans since the Qualified Plans are not
entitled to pass through voting privileges.
13. Even if a Qualified Plan were to hold a controlling interest in
a Fund, the Applicants argue that such control would not disadvantage
other investors in such Fund to any greater extent than is the case
when any institutional shareholder holds a majority of the voting
securities of any open-end management investment company. In this
regard, the Applicants submit that investment in a Fund by a Qualified
Plan will not create any of the voting complications occasioned by
mixed funding or shared funding. Unlike mixed or shared funding,
Qualified Plan investor voting rights cannot be frustrated by veto
rights of insurers or state regulators.
14. Applicants state that some of the Qualified Plans, however, may
provide for the trustee(s), an investment adviser (or advisers) or
another named fiduciary to exercise voting rights in accordance with
instructions from participants. Where a Qualified Plan provides
participants with the right to give voting instructions, the Applicants
see no reason to believe that participants in Qualified Plans generally
or those in a particular Qualified Plan, either as a single group or in
combination with participants in other Qualified Plans, would vote in a
manner that would disadvantage Variable Contract holders. The purchase
of shares of the Funds by Qualified Plans that provide voting rights
does not present any complications not otherwise occasioned by mixed or
shared funding.
15. Applicants state that they do not believe that the sale of the
shares of the Funds to Qualified Plans 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 that which would otherwise exist
between variable annuity and variable life insurance contractowners.
16. As noted above, Section 817(h) of the Code imposes certain
diversification standards on the underlying assets of variable
contracts held in an underlying mutual fund. The Code provides that a
variable contract shall not be treated as an annuity contract or life
insurance, as applicable, for any period (and any subsequent period)
for which the investments are not, in accordance with regulations
prescribed by the Treasury Department, adequately diversified.
17. Treasury Department Regulations issued under Section 817(h)
provide that, in order to meet the statutory diversification
requirements, all of the beneficial interests in the investment company
must be held by the segregated asset accounts of one or more insurance
companies. However, the Regulations contain certain exceptions to this
requirement, one of which allows shares in an underlying mutual fund to
be held by the trustees of a qualified pension or retirement plan
without adversely affecting the ability of shares in the underlying
fund also to be held by separate accounts of insurance companies in
connection with their variable contracts (Treas. Reg. 1.817-
5(f)(3)(iii)). Thus, Treasury Regulations specifically permit
``qualified pension or retirement plans'' and separate accounts to
invest in the same underlying fund. For this reason, Applicants have
concluded that neither the Code, nor the Treasury Regulations or
revenue rulings thereunder, present any inherent conflicts of interest.
18. Applicants note that while there are differences in the manner
in which distributions from Variable Contracts and Qualified Plans are
taxed, these differences will have no impact on the Funds. When
distributions are to be made, and a Separate Account or Qualified Plan
is unable to net purchase payments to made the distributions, the
Separate Account and Qualified Plan will redeem shares of the Funds at
their respective 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 Qualified Plan will make
distributions in accordance with the terms of the Qualified Plan.
19. Applicants state that it is possible to provide an equitable
means of giving voting rights to Participating Separate Account
contractowners and to Qualified Plans. In connection with any meeting
of shareholders, the Funds will inform each shareholder, including each
Participating Insurance Company and Qualified Plan, of information
necessary
[[Page 65292]]
for the meeting, including their respective share of ownership in the
relevant Fund. Each Participating Insurance Company will then solicit
voting instructions in accordance with Rules 6e-2 and 6e-3(T), as
applicable, and its participation agreement with the relevant Fund.
Shares held by Qualified Plans will be voted in accordance with
applicable law. The voting rights provided to Qualified Plans with
respect to share of the Funds would be no different from the voting
rights that are provided to Qualified Plans with respect to share of
funds sold to the general public.
20. Applicants have concluded that even if there should arise
issues with respect to a state insurance commissioner's veto powers
over investment objectives where the interests of contractowners and
the interests of Qualified Plans are in conflict, the issues can be
almost immediately resolved since the trustees of (or participants in)
the Qualified Plans can, on their own, redeem the shares out of the
Funds. Applicants note that state insurance commissioners have been
given the veto power in recognition of the fact that insurance
companies usually cannot simply redeem their separate accounts out of
one fund and invest in another. Generally, time-consuming, complex
transactions must be undertaken to accomplish such redemptions and
transfers. Conversely, the trustees of Qualified Plans or the
participants in participant-directed Qualified Plans can make the
decision quickly and redeem their interest in the Funds and reinvest in
another funding vehicle without the same regulatory impediments faced
by separate accounts or, as is the case with most Qualified Plans, even
hold cash pending suitable investment.
21. Applicants also state that they do not see any greater
potential for material irreconcilable conflicts arising between the
interests of participants under Qualified Plans and contractowners of
Participating Separate Accounts from possible future changes in the
federal tax laws than that which already exist between variable annuity
contractowners and variable life insurance contractowners.
22. Applicants state that the sale of shares of the Funds to
Qualified Plans in addition to separate accounts of Participating
Insurance Companies will result in an increased amount of assets
available for investment by the Funds. This may benefit variable
contractowners by promoting economies of scale, by permitting increased
safety of investments through greater diversification, and by making
the addition of new portfolios more feasible.
23. Applicants assert that, regardless of the type of shareholders
in each Fund, Dreyfus is or would be contractually and otherwise
obligated to manage each Fund solely and exclusively in accordance with
that Fund's investment objectives, policies and restrictions as well as
any guidelines established by the Board of Directors of such Fund (the
``Board''). Dreyfus works with a pool of money and does not take into
account the identify of the shareholders. Thus, each Fund will be
managed in the same manner as any other mutual fund. Applicants
therefore see no significant legal impediment to permitting the sale of
shares of the Funds to Qualified Plans.
Conditions for Relief
Applicants consent to the following condition:
1. Any Qualified Plan that executes a fund participation agreement
upon becoming an owner of 10% or more of the assets of a Fund (a
``Participant'') shall report any potential or existing conflicts to
the applicable Board. A Participant 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. If pass-through voting is
applicable, this includes, but is not limited to, an obligation by each
Participant to inform the Board whenever it has determined to disregard
the voting instructions of its participants. The responsibility to
report such conflicts and information, and to assist the Board will be
the contractual obligations of the Participant under its agreement
governing participation in the Fund and such agreement shall provide
that such responsibilities will be carried out with a view only to the
interests of participants in such Qualified Plan.
2. Each Board will monitor its respective Fund for the existence of
any material irreconcilable conflict among the interests of the
contractowners of all the separate accounts investing in the Fund and
participants in Qualified Plans investing in the Funds. 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 variable life insurance contract-owners; (f) a
decision by a Participating Insurance Company to disregard the voting
instructions of contractowners; or (g) if applicable, a decision by a
Qualified Plan to disregard the voting instructions of its
participants.
3. If it is determined by a majority of a Board of a Fund, or by a
majority of its disinterested trustees or directors, that a material
irreconcilable conflict exists, the relevant Qualified Plans shall, at
their expense and to the extent reasonably practicable (as determined
by a majority of a the disinterested trustees or directors), take
whatever steps are necessary to remedy or eliminate the material
irreconcilable conflict. Such steps could include: (a) Withdrawing the
assets allocable to some or all of the Qualified Plans from the Fund or
any portfolio thereof and reinvesting such assets in a different
investment medium, which may include another portfolio of a Fund; and
(b) establishing a new registered management investment company or
managed separate account.
4. If a material irreconcilable conflict arises because of a
Qualified Plan's decision to disregard its participants' voting
instructions, if applicable, and that decision represents a minority
position or would preclude a majority vote, the Qualified Plan many be
required, at the election of the Funds, to withdraw its investment in
such Fund, and no charge or penalty will be imposed as a result of such
withdrawal. To the extent permitted by applicable law, the
responsibility of taking remedial action in the event of a Board
determination of a material irreconcilable conflict and bearing the
cost of such remedial action, will be a contractual obligation of all
Participants under their agreements governing participation in the
Fund, and these responsibilities, will be carried out with a view only
to the interests of participants in such Qualified Plans. For purposes
of this condition, a majority of the disinterested members of the
applicable Board will determine whether or not any proposed action
adequately remedies any material irreconcilable conflict, but in no
event will the relevant Fund, or Dreyfus be required to establish a new
funding medium for any Variable Contract. Further, no Qualified Plan
shall be required by this condition to establish a new funding medium
for any Qualified Plan if: (a) A majority of its participants
materially and adversely affected by the
[[Page 65293]]
irreconcilable material conflict vote to decline such offer or (b)
pursuant to governing Qualified Plan documents and applicable law, the
Qualified Plan makes such decision without a vote of its participants.
5. Any Board's determination of the existence of a material
irreconcilable conflict and its implications will be made known
promptly and in writing to all Qualified Plans.
6. Each Qualified Plan will vote as required by applicable law
governing Qualified Plan documents.
7. All reports of potential or existing conflicts received by a
Board and all Board actions with regard or determining the existence of
a conflict of interest, notifying Qualified Plans of a conflict, and
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 disclose in its prospectus that: (a) Shares of
the Fund may be offered to insurance company separate accounts on a
mixed and shared basis and to Qualified Plans; (b) materials
irreconcilable conflicts may arise between the interests of various
contractowners participating in the Fund and the interests of Qualified
Plans investing in the Fund; and (c) the Board of such Fund will
monitor events in order to identify the existence of any material
conflict and determine what action, if any, should be taken in response
to such material irreconcilable conflict.
9. No less than annually, the Participants shall submit to each
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 the application. Such reports,
materials and data shall be submitted more frequently if deemed
appropriate by the Board. The obligations of the Participants to
provide these reports, material and data shall be a contractual
obligation of all Participants under the agreements governing their
participation in the Funds.
10. Neither Fund will accept a purchase order from a Qualified Plan
if such purchase would make the Qualified Plan shareholder an owner of
10% or more of the assets of such Fund unless such Qualified Plan
executes a fund participation agreement with the relevant Fund
including the conditions set forth herein to the extent applicable. A
Qualified plan will execute a shareholder application containing an
acknowledge of this condition at the time of its initial purchase of
shares of such Fund.
Conclusion
For the reasons summarized above, Applicants assert that the
requested exemptions are appropriate in the public interest and
consistent with the protection of investors of 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. 97-32366 Filed 12-10-97; 8:45 am]
BILLING CODE 8010-01-M
