[Federal Register Volume 60, Number 236 (Friday, December 8, 1995)]
[Notices]
[Pages 63106-63110]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-29920]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21561; File No. 812-9588]
American Skandia Life Assurance Corporation, et al.
December 1, 1995.
AGENCY: U.S. Securities and Exchange Commission (``SEC'' or
``Commission'').
ACTION: Notice of Application for Exemption Under the Investment
Company Act of 1940 (the ``1940 Act'').
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APPLICANTS: American Skandia Life Assurance Corporation (``ASLAC''),
American Skandia Life Assurance Corporation Variable Account B (Class
1) (``Account B--Class 1''), American Skandia Life Assurance
Corporation Variable Account B (Class 2) (``Account B--Class 2''), and
American Skandia Marketing, Inc. (``ASM'').
RELEVANT 1940 ACT SECTIONS: Sections 6(c), 17(a), 17(b), 17(d) and
26(b) of the 1940 Act and Rule 17d-1 thereunder.
SUMMARY OF APPLICATION: Applicants seek an order of approval under
Section 26(b) of the 1940 Act and exemptions from Sections 6(c), 17(a),
17(b), 17(d) of the 1940 Act and Rule 17d-1 thereunder. The requested
order would exempt Applicants from those Sections of the 1940 Act and
the Rule set out above to the extent necessary to permit certain
underlying mutual funds of the separate account to be substituted for
certain other underlying mutual funds.
FILING DATE: The application was filed on May 2, 1995 and amended on
November 17, 1995.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the Secretary of the SEC and serving
Applicants with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on December 26,
1995, 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 who wish to
be notified of a hearing may request notification by writing to the
Secretary of the SEC.
ADDRESSES: SEC, Secretary, 450 Fifth Street, NW., Washington, DC 20549.
Applicants: John T. Buckley, Esq., Werner & Kennedy 1633 Broadway, New
York, New York 10019 and American Skandia Life Assurance Corporation,
c/o Jeffrey M. Ulness, Esq., One Corporate Drive, Shelton, CT 06484.
FOR FURTHER INFORMATION CONTACT:
Edward P. Macdonald, Staff Attorney, or Brenda D. Sneed, Chief (Office
of Insurance Products), Division of Investment Management, at (202)
942-0670.
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee from
the Public Reference Branch of the SEC.
Applicants' Representations
1. ASLAC, the depositor of both Account B--Class 1 and Account B--
Class 2 (collectively, the ``Separate Account''), is a stock life
insurance company organized under the laws of the State of Connecticut
and wholly-owned by American Skandia Investment Holding Corporation
(``ASIHC''), which is an indirect wholly-owned subsidiary of Skandia
Insurance Company Ltd., a corporation organized under the laws of the
Kingdom of Sweden.
2. ASM, the underwriter of variable annuity contracts issued
through the Separate Account and offered by ASLAC, is registered with
the SEC and is a member of the NASD. ASM is 100% owned by ASIHC.
3. The Separate Account is a separate account of ASLAC, and is
registered under the 1940 Act as a unit investment trust. ASLAC
established the Separate Account to the purpose of funding certain
flexible purchase payment deferred variable annuity contracts (the
``Contracts''). Account B--Class 1 subaccounts each invest exclusively
in one of the corresponding portfolios of six open-end management
investment companies. The following five Contracts are funded, through
the sub-accounts of Account B--Class 1: American Skandia Advisors Plan
(``ASAP'') [32]; \1\ ASAP II [21]; \2\ the LifeVest Personal Security
Annuity (``PSA'') [32]; the Alliance Capital Navigator Annuity
(``Alliance Navigator'') [15]; and the StageCoach Variable Annuity
(``StageCoach'') [8] (collectively, the ``Class 1 Contracts'').
\1\ The numbers in brackets denote the number of portfolios
which are currently available under the Contracts.
\2\ ASAP II, the Alliance Navigator and the Stagecoach Contracts
will not be subject to the proposed substitutions.
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Account B--Class 2 sub-accounts each invest exclusively in one of
the corresponding portfolios of six open-end management investment
companies. ASLAC currently offers two Contracts that invest in Account
B--Class 2: the Wrap Fee Contracts (``Wrap Fee'') [42].
4. Under the Contracts affected by the proposed substitutions, six
open-end management investment companies currently offer shares of
several of their portfolios to the Separate Account: The Alger American
Fund (``Alger Fund''); Alliance Variable Products Series Fund, Inc.
(``AVP''); Neuberger & Berman Advisers Management Trust (``AMT'');
American Skandia Trust (``AST''); and Scudder Variable Life Investment
Fund (``Scudder''). In addition, six portfolios of the Janus Aspen
Series (``Janus'') are offered to Account B--Class 2 but not Account
B--Class 1. All such investment companies in which the Separate Account
invest are collectively referred to as ``Underlying Funds.''
5. The proposed substitutions would result in a reduction in
variable investment options and corresponding portfolios available as
follows. ASAP and PSA would be reduced to 21 (a reduction of 11 each)
and Wrap Fee would be reduced to 21 (a reduction of 21). Applicants
state that funding such varied products through a consolidated fund
structure will aid in the growth of the Underlying Funds resulting in
lower operating costs through economies of scale. Applicants further
state that regardless of whether one Contract achieves more popularity
or appeal, or is no longer marketed by ASLAC, the interests of Contract
owners will be protected by like underlying portfolios of all ASLAC
nonproprietary variable annuities.
6. Of the Underlying Funds, only AST is affiliated with ASLAC or
the Separate Account. None of the Underlying Funds, their investment
managers, or underwriters are affiliated with ASLAC, the Separate
Account or AST through any corporate ownership.
7. Applicants state that in the registration statements filed by
the Separate Account, ASLAC expressly reserved the right both on its
own behalf and on behalf of the Separate Account to eliminate sub-
accounts, combine two or more sub-accounts, or substitute one or more
Underlying Funds for others in which its sub-accounts are invested.
8. ASLAC, on its own behalf and on behalf of the Separate Account,
proposes to effect the following substitutions of shares of the
following portfolios (the ``Transferee Portfolios'') for shares of
other portfolios (the ``Transferor Portfolios'') (collectively, the
``Substitution(s)''): (i) the AST Phoenix Balanced Asset Portfolio will
be substituted for the Alger Balanced, Alliance Total Return, AMT
Balanced, Scudder Balanced, and Janus Aspen
[[Page 63107]]
Balanced Portfolios; (ii) The Lord Abbett Growth & Income Portfolio
(AST) will be substituted for the Alger Income & Growth and Alliance
Growth & Income Portfolios; (iii) the Seligman Henderson International
Equity Portfolio (AST) will be substituted for the Alliance
International, Scudder International, and Janus Aspen Worldwide Growth
Portfolios; (iv) the Alger Growth Portfolio will be substituted for the
Alliance Premier Growth, AST Phoenix Capital Growth, AST Eagle Growth
Equity, Scudder Capital Growth, and the Janus Aspen Aggressive Growth
Portfolios; (v) the PIMCO Limited Maturity Bond Portfolio (AST) will be
substituted for the Alliance Short-Term Multi-Market, Alliance U.S.
Government/High Grade Securities, AMT Limited Maturity Bond, and Janus
Short-Term Bond Portfolios; (vi) the AMT Partners Portfolio will be
substituted for the AMT Growth Portfolio; (vii) the PIMCO Total Return
Bond Portfolio (AST) will be substituted for the Scudder Bond and Janus
Aspen Flexible Income Portfolios; and, (viii) the JanCap Growth
Portfolio (AST) will be substituted for the Janus Aspen Growth
Portfolio. Applicants note that allocations to the Alliance Fund
Transferor Portfolios available under Separate Account Contracts will
be substituted, except for those amounts allocated under the Alliance
Navigator Contract (Account B--Class 1). Allocations under the Alliance
Navigator Contract will remain unaffected by the Substitutions.
9. The Substitution process will include two periods during which
Contract owners may make cost free transfers to the remaining
portfolios of their choice. The first free transfer period will start
prior to the ``Automatic Selection Date.'' The Automatic Selection Date
is the date ASLAC will schedule the Substitutions to occur. Such date
will be as soon as practicable following the issuance of an order by
the SEC. Moreover, any transfers of account value from any of the
Transferor Portfolios from May 1, 1995 (the date the relevant Contract
prospectuses reflected the proposed Substitutions), will not be counted
toward the twelve free transfers permitted under relevant Contracts.
10. For several months prior to the Automatic Selection Date, and
in all cases since May 1, 1995, relevant Contract prospectuses
reflected the Substitutions. Such registration statements as in effect
as of May 1, 1995 for ASAP, PSA and Wrap Fee also contain information
of the investment policies of the Transferee Portfolios.
11. The first free transfer period will start before the Automatic
Selection Date. Within approximately five days after the Applicant's
notice of application appearing in the Federal Register, ASLAC will
mail a written notice to all Contract owners who, as of the date the
notice of application appears in the Federal Register, have allocations
in any Transferor Portfolio. The notice will contain information as to
the Substitutions and will provide instructions regarding the ability
of Contract owners to make transfers of account value out of any
Transferor Portfolio without transfer fees or similar charges, and
without such transfer being counted as a free transfer. After notice is
mailed and up until the Automatic Selection Date, any Contract owner
making an allocation or transfer (i.e., new money) to any Transferor
Portfolio during the first free transfer period will be sent a similar
notice with their confirmation statement (the ``Affected Contract
owners'').
12. As of the Automatic Selection Date, allocations or transfers to
a Transferor Portfolio will automatically be allocated to the
corresponding Transferee Portfolio. No Transferor portfolio will accept
additional premium payments (i.e., new money) on or after the Automatic
Selection Date.
3. On the Automatic Selection Date, all account values allocated to
each Transferor Portfolio, if any, will be transferred to the
corresponding Transferee Portfolio (``Automatic Selection Option'').
Applicants state that the Automatic Selection Options (which may only
occur if Contract owners do not give timely instructions during the
first free transfer period) are temporary in character because Contract
owners can always exercise their own judgment as to the most
appropriate alternative investment. Applicants also state that Affected
Contract owners will have an additional free transfer period after the
Automatic Selection Date. No sales load deductions will be made in
connection with any transfers among the portfolios because of the
Substitutions or otherwise. Contract owners who have not annuitized may
at any time, before or after the Substitutions, transfer their account
value to any of the other portfolios offered under their respective
Contracts.
14. The second free transfer period will start after the Automatic
Selection Date. For thirty (30) calendar days, or if the thirtieth day
is not a business day then the following business day after the
Automatic Selection Date, Affected Contract owners may transfer account
values out of the Transferee Portfolios to any other available
portfolios without transfer fees or similar charges and without
transfer being counted as a free transfer. Within five (5) days of the
Automatic Selection Date, ASLAC will send Affected Contract owners
written notice of the Substitution identifying units of the Transferee
Portfolios. ASLAC will include in this notice information regarding the
second free transfer period. Applicants state that if Affected Contract
owners have telephone transfer privileges, telephone instructions will
be accepted during both free transfer periods.
15. Applicants anticipate that some or all Substitutions may be
effected partly for cash and partly for securities as a partial
redemption ``in-kind'' at the net asset values of the portfolios (such
transfer will be in conformity with Sections 22(c) and 22(g) of the
1940 Act and Rule 22c-1 thereunder). The transfers will be effected by
selling the securities of the applicable Transferor Portfolios and
applying the proceeds to the purchase price of securities issued by the
Transferee Portfolios selected by Contract owners. At all times all
contract values will remain unchanged, no fees or charges will be
incurred, all Contract owner rights will be unaffected, and ASLAC's
obligations under any Contract will not be altered in any way because
of the Substitutions.
16. To the extent ``in-kind'' redemptions are not utilized,
Applicants anticipate that Transferor Portfolios will incur brokerage
fees and expenses to the extent not assumed by Applicants, or the
adviser or sub-adviser of the Transferee Portfolios in connection with
the redemption of shares of the affected Transferor Portfolios.
Applicants state that they will effect the redemptions ``in-kind''
to the extent consistent with investment objectives and applicable
diversification requirements. ASLAC states that it will establish
procedures to ensure that ``in-kind'' redemptions will be effected in a
fair and equitable manner from the perspective of the Separate Account,
the Transferor Portfolios, and other separate accounts which currently
invest in the Transferor Portfolios, and other separate accounts which
currently invest in the Transferor Portfolios. These procedures will
provide that: (i) the Transferor Portfolio investment adviser identify
prior to the effective date of the Substitutions the securities to be
included in the ``in-kind'' transfer; and (ii) the investment adviser
to the Transferee Portfolio reviews and agrees to accept the securities
so identified as payment for the purchase of Transferee Portfolio
shares. The valuation of ``in-kind'' transfers will be on a basis
consistent with the valuation
[[Page 63108]]
procedures of the applicable Transferor and Transferee Portfolios.
17. ASLAC or the investment adviser of the Transferee Portfolio
will assume the transfer and custodial expenses and legal and
accounting fees of the Substitutions, and Contract owners will not
incur any fees or charges as a result of the transfer of account value
from any portfolio. The Substitutions will not increase Contract and
Separate Account fees and charges after the Substitutions. In addition,
Applicants state that the Substitutions have been designed to avoid any
adverse federal income tax impact on Contract owners.
18. Following the Substitutions, the sub-accounts which invest in
the Transferor Portfolios will be terminated.
Applicants' Legal Analysis
Request for an Order Pursuant to Section 26(b) of the 1940 Act
1. Section 26(b) of the 1940 Act provides that it shall be unlawful
for any depositor or trustee of a registered unit investment trust
holding the security of a single issuer to substitute another security
for such security unless the Commission shall have approved such
substitution; and the Commission shall issue an order approving such
substitution if the evidence establishes that it is consistent with the
protection of investors and the purpose fairly intended by the policy
and provisions of the 1940 Act.
2. Section 26(b) protects the expectation of investors in a UIT
that the UIT will accumulate shares of a particular issuer. The Section
also prevents unscrutinized security to redeem their shares, thereby
incurring either a loss of the sales load deducted from initial
proceeds, an additional sales load upon reinvestment of the redemption
proceeds, or both. Section 26(b) affords protection to investors by
preventing a depositor or trustee of a unit investment trust (holding
the shares of one issuer) from substituting the shares of another
issuer for those shares, unless the Commission approves the
Substitutions.
3. Applicants represent that the purposes, terms, and conditions of
the Substitutions will not entail any of the abuses that Section 26(b)
is designed to prevent for the following reasons:
a. The proposed Substitutions are for shares of the Transferee
Portfolios with investment objectives of the corresponding Transferor
Portfolios so as to provide a means for Contract owners to continue
their current investment goals and risk expectations.
b. The proposed Automatic Selection Options will be only temporary
because Contract owners may always exercise their own judgment as to
the most appropriate alternative investment vehicles. No sales load
deductions will be made in connection with any transfers among the
portfolios by reason of the Substitutions. After the Substitutions, the
Affected Contracts would still offer a broad array of variable
investment options and Contract owners who have not annuitized may at
any time transfer their account value to any of the other portfolios
offered under their respective Contracts.
c. the transactions effecting the proposed Substitutions including
the redemption of Transferor Portfolio shares and the purchase of
Transferee Portfolio shares will be effected at net asset value in
conformity with Section 22(c) of the 1940 Act and Rule 22c-1
thereunder.
d. The anticipated utilization of ``in-kind'' redemptions by the
Transferor Portfolios for the purchase by the Separate Account of
Transferee Portfolio shares, in conformity with Section 22(g) of the
1940 Act, may reduce transaction costs of the Substitutions.
e. ASLAC or the Transferee Portfolio investment adviser will assume
various expenses and transaction costs relating to the Substitutions,
including custodial and transfer fees incurred by use of any ``in
kind'' redemptions, and legal and accounting fees.
f. The Substitutions will not alter or affect the insurance
benefits provided by ASLAC to Contract owners or the terms or
obligations under the terms of the Contracts.
g. The Substitutions are designed to avoid any adverse effects upon
the tax benefits available to Contract owners; the Substitutions are
designed not to give rise to any current federal income tax to Contract
owners.
h. The Substitutions are expected to confer economic benefits by
virtue of the enhanced asset size of the Transferee Portfolios.
4. Applicants state that under the circumstances it is in the best
interest of Contract owners to proceed with the Substitutions. The
Substitutions are appropriate because the overall investment objectives
of the Transferee Portfolios are similar and their investment
objectives are compatible to the Transferor Portfolios.
5. Applicants also represent that total fees and expenses as a
percentage of net assets for the Transferee Portfolios are expected to
decrease through economies of scale caused by the anticipated increase
in asset size and the increased similarity of available portfolios in
applicable Contracts as a result of the Substitutions.
Request for Order Pursuant to Section 6(c) and 17(b) of the 1940 Act
6. Applicants seek an exemption from Section 17(a) through both
Sections 17(b) and 6(c) of the 1940 Act because Section 17(b) permits
the Commission to exempt a single ``proposed transaction'' whereas
Section 6(c) enables the Commission to exempt a series of transactions.
7. Under certain circumstances, Section 17(a)(1) of the 1940 Act
prohibits any affiliated person of a registered investment company, or
an affiliated person of an affiliated person, from selling any security
or other property to such registered investment company. Section
17(a)(2) of the 1940 Act prohibits any affiliated person of the persons
described above from purchasing any security or other property from
such registered investment company.
8. Applicants state that since the Substitutions may be deemed to
involve one or more purchases or sales of securities between and among
affiliated persons, the Substitutions may involve transactions
prohibited by Section 17(a) of the 1940 Act. Applicants also state that
the Substitutions may not be exempt from Section 17 of the 1940 Act
pursuant to Rule 17a-7 thereunder, since the affiliations among some of
the parties do not arise solely through having common investment
advisers, common directors and/or common officers.
9. Section 17(b) authorizes the SEC to issue an order exempting a
proposed transaction from Section 17(a) if evidence establishes that:
(1) the proposed transaction is fair and reasonable and does not
involve overreaching on the part of any person concerned; (2) the
proposed transaction is consistent with the policy of each registered
investment company concerned; and (3) the proposed transaction is
consistent with the general purposes of the 1940 Act. Applicant
represent that the terms of the Substitutions are consistent with the
standard for relief described in Section 17(b) of the 1940 Act.
10. The Substitutions will be effected at the net asset value of
the securities involved. ASLAC or the adviser of the Transferee
Portfolios will bear those expenses associated with the transfers. The
Substitutions and transfers of securities are consistent with the
policies of each investment company involved and of the 1940 Act.
11. As a condition to the granting of an order of exemption under
Section
[[Page 63109]]
17(b), Applicants represent that they will company with the conditions
set forth in Rule 17a-7 except for sub-paragraph (a), which requires
that the transaction be ``for no consideration other than cash
payment.'' Although the consideration in some cases will be
``securities'' and not cash, Applicants state that these transactions
are in substance the type of transactions currently exempted by Rule
17a-7.
12. Applicants further state that the terms of the Substitutions
and the transfer of the securities meet all the requirements of Section
17(b) and represent that for the terms of the Substitutions and
transfers of securities are reasonable and fair and do not involve
overreaching on the part of any person concerned.
13. Applicants also represent that with respect to the ``in-kind''
portion of the Substitutions established procedures will guard against
inappropriate or unfair exchanges.
14. Since Applicants may be deemed to be affiliated persons of each
other or affiliated persons of an affiliated person under Section
2(a)(3) of the 1940 Act the Substitutions may be deemed to entail one
or more purchases or sales of securities or property between
Applicants. Accordingly, Applicants believe that the Substitutions may
require an order exempting the transactions prohibited under Sections
17(a)(1) and 17(a)(2) of the 1940 Act, pursuant to Section 17(b) of the
1940 Act.
15. Rule 17a-7 under the 1940 Act exempts from the prohibitions of
Section 17(a) a purchase or sale transaction between registered
investment companies or separate series of registered investment
companies which may be affiliated persons, or affiliated persons of
affiliated persons, solely by reason of having a common investment
adviser or investment advisers which are affiliated persons of each
other, common directors and/or common officers, subject to certain
specified conditions. As the affiliation among the Applicants, however,
does not arise solely by reason of having common investment advisors,
directors, and/or officers, and redemption by the Transferor Portfolios
may involve redemptions of securities ``in-kind'' rather than for cash,
the Substitutions likely would not satisfy the technical requirements
of Rule 17a-7. Nonetheless, Applicants represent that the Substitutions
will comply with the underlying intent of Rule 17a-7 in all respects
for the following reasons. First, although the Substitutions would
involve partial redemption of securities ``in-kind'' rather than the
``all-cash,'' as required under subsection (a) of Rule 17a-7, such
transactions likely would be less amenable to self-dealing than
corresponding ``all-cash'' transactions. Moreover, redemptions in kind
would reduce brokerage commissions or other remuneration ordinarily
paid in connection with securities transactions. Second, because the
Substitutions will be effected at the independent current market price
and are consistent with the policies of each of the Transferor and the
Transferee Portfolios, the Substitutions would comply with both the
technical requirements and underlying intent of subsections (b) and (c)
of the Rule. Third, to the extent consistent with investment objectives
and applicable diversification requirements, Applicants will effect
redemption ``in-kind'' to reduce any brokerage commissions or other
remuneration usually paid in connection with securities transactions,
as contemplated by subsection (d) of the Rule. Finally, because the
Substitutions would occur only once, the formal written compliance
procedure required under subsections (e) and (f) of the Rule would
prove inapplicable.
Request for Order Pursuant to Section 6(c) and Rule 17d-1 of the 1940
Act
16. Section 17(d) of the 1940 Act prohibits any affiliated person
of a registered investment company, or any affiliated person of such
affiliated person, acting as principal, from effecting any transaction
in which such registered investment company, or a company controlled by
such registered investment company, is a joint participant with such
person, in contravention of Commission rules designed to limit or
prevent participation by the registered investment company ``on a basis
different from or less advantageous than'' that of the affiliated
person. Rule 17d-1(a) prohibits any of the persons described above,
acting as principal, from participating in, or effecting ``any
transaction in connection with, any joint enterprise or other joint
arrangement or profit-sharing plan in which any such registered
investment company, or a company controlled by such registered company,
is a participant'' unless the Commission has approved the joint
enterprise, arrangement or plan.
17. Applicants state that they may be deemed to be affiliated
persons of each other under Section 2(a)(3) of the 1940 Act, and that
the Substitutions will involve transactions that may be deemed to
implicate Section 17(d) of the 1940 Act and Rule 17d-1 thereunder.
18. The simultaneous purchase and sale transactions involve a
number of registered investment companies, and each such purchase and
sale transaction is dependent on the other. Each transaction therefore
may be deemed to be in connection with a joint arrangement within the
contemplation of Section 17(d) of the 1940 Act and Rule 17d-1
thereunder. Applicants request an order pursuant to Section 6(c) and
Rule 17d-1 to eliminate any question of compliance with Section 17(d)
and Rule 17d-1.
19. Rule 17d-1 provides for the Commission to grant an order upon
request. In passing upon such request, the Commission is to consider
whether the participation of the management investment companies is
consistent with the provisions, policies and purposes of the 1940 Act
and the extent to which such participation is on a basis different from
or less advantageous than that of other participants.
20. Section 6(c) of the 1940 Act provides that the Commission may
grant an order exempting persons and transactions from any provision or
provisions of the 1940 Act as may be 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.
For all the reasons stated herein, Applicants submit that the
Substitutions are consistent with the provisions, policies and purposes
of the 1940 Act and that the participation of each of the parties to
the Substitutions will be on an equal basis and consistent with their
respective participation in the Substitutions, and is consistent with
the provisions, policies and purposes of the 1940 Act.
21. Based on the foregoing, Applicants represent that the
Substitutions and the related transactions meet all the requirements of
Section 6(c) of the 1940 Act and Rule 17d-1 thereunder, and are
consistent with applicable precedent, and request that an order of
exemption from Section 17(d) and approval pursuant to Section 6(c) and
Rule 17d-1 be granted.
Conclusion
For the reasons set forth above, Applicants represent that the
exemptions requested are necessary and appropriate in the public
interest and consistent with the protection of investors and purposes
fairly intended by the policy and provisions of the 1940 Act.
[[Page 63110]]
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-29920 Filed 12-7-95; 8:45 am]
BILLING CODE 8010-01-M
