[Federal Register Volume 59, Number 34 (Friday, February 18, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-3704]
[[Page Unknown]]
[Federal Register: February 18, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20069; No. 812-8576]
New York Life MFA Series Fund, Inc., et al.
February 10, 1994.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of Application for an Order under the Investment Company
Act of 1940 (``1940 Act'').
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APPLICANTS: New York Life MFA Series Fund, Inc. (the ``Fund''); New
York Life Insurance and Annuity Corporation (``NYLIAC''); and NYLIAC's
separate accounts, MFA Separate Account I (``MFA I''), NYLIAC MFA
Separate Account II (``MFA II''), NYLIAC Variable Annuity Separate
Account I (``NYLIAC I''), NYLIAC Variable Annuity Separate Account II
(``NYLIAC II''), New York Life Insurance and Annuity Corporation VLI
Separate Account (``NYLIAC VLI''), NYLIAC Variable Universal Life
Separate Account I (``NYLIAC VUL I''), and NYLIAC Variable Universal
Life Separate Account II (``NYLIAC VUL II'') (together, ``Separate
Accounts''); (collectively, ``Applicants'').
RELEVANT 1940 ACT SECTION: Order requested under section 17(b) granting
exemptions from the provisions of section 17(a) of the 1940 Act.
SUMMARY OF APPLICATION: Applicants seek an order that would permit the
Fund's Money Market Portfolio to merge into the Fund's Cash Management
Portfolio.
FILING DATE: The application was filed on September 15, 1993 and
amended and restated on January 7, 1994.
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 Commission's Secretary
and serving Applicant with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on March 8, 1994, and should be accompanied by proof of service on
Applicant in the form of an affidavit or, for lawyers, a certificate of
service. Hearing requests should state the nature of the requestor's
interest, the reasons 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, DC 20549. Applicant, 1740 Broadway, New York,
10019.
FOR FURTHER INFORMATION CONTACT: Yvonne M. Hunold, Senior Counsel (202)
272-2676, or Michael V. Wible, Special Counsel (202) 272-2060, Office
of Insurance Products (Division of Investment Management).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application; the complete application is available for a fee from the
Commission's Public Reference Branch.
Applicant's Representations
1. NYLIAC, a stock life insurance company, is a wholly-owned
subsidiary of New York Life Insurance Company (``New York Life''), a
mutual life insurance company. NYLIAC is licensed to sell insurance and
annuities in all states and in the District of Columbia.
2. The Fund is an open-end, diversified management investment
company, organized as a series investment company as defined by Rule
18f-2 under the 1940 Act. The Fund currently is comprised of eight
portfolios: Capital Appreciation, Government, Indexed Equity, Bond,
Total Return, Cash Management, Money Market, and Common Stock
Portfolios (collectively, ``Portfolios''). Fund shares have been sold
only to Separate Accounts established by NYLIAC to fund its variable
life insurance and variable annuity contracts. Fund shares also will be
sold in the future to other separate accounts of NYLIAC or its
affiliates, or separate accounts of unaffiliated insurance companies.
3. MFA I, MFA II, NYLIAC I, and NYLIAC II are the Separate Accounts
that fund NYLIAC's variable annuity contracts, while NYLIAC VLI, NYLIAC
VUL I and NYLIAC VUL II fund NYLIAC's variable life insurance contracts
(together, ``Contracts''). Each Separate Account is a registered unit
investment trust under the 1940 Act. Contract owners may elect to have
their investment allocated among the Separate Accounts' investment
divisions (``Divisions''), which correspond to the Fund's eight
portfolios. Presently, MFA I and II and NYLIAC VLI invest in the Money
Market, Common Stock and Bond Portfolios, while NYLIAC I and II, and
NYLIAC VUL I and II invest in the Cash Management, Indexed Equity,
Capital Appreciation, Total Return, and Government Portfolios. As of
December 15, 1993, NYLIAC I and II also made available the Common Stock
and Bond Portfolios as investment options.
4. Two of the Fund's eight Portfolios, the Money Market and Cash
Management Portfolios, are proposed to be merged. Money Market
Portfolio shares currently are held only by MFA I, MFA II and NYLIAC
VLI shareholders. New Contracts which invest in the Money Market
Portfolio are being sold by MFA I and MFA II in only one state, and
only until NYLIAC's new variable annuity is approved in that state.
Sales of variable life insurance contracts funded by NYLIAC VLI ceased
on July 1, 1988. The Cash Management Portfolio is currently available
to present and future shareholders of NYLIAC I, NYLIAC II, NYLIAC VUL
I, and NYLIAC VUL II.
5. The Money Market and Cash Management Portfolios' investment
objectives are nearly identical: ``maximum current income consistent
with preservation of capital and maintenance of liquidity'' for the
Money Market Portfolio, and ``as high a level of current income as is
considered consistent with the preservation of capital and liquidity''
for the Cash Management Portfolio.
6. Net assets as of June 30, 1993 and November 30, 1993, were
$19,196,617 and $23,701,649, respectively, for the Cash Management
Portfolio, and $45,853,329 and $41,114,420, respectively, for the Money
Market Portfolio. As of June 30, 1993, the combined pro forma assets
were $65,049,946, giving effect to the proposed reorganization at the
then net asset value per share.
7. Both the Money Market and the Cash Management Portfolios rely on
Rule 2a-7 under the 1940 Act to value their portfolio securities on the
amortized cost basis. Rule 2a-7 requires, among other things, that all
portfolio securities have at the time of purchase a maximum remaining
maturity of 13 months and that a portfolio maintain a dollar weighted
portfolio maturity of not more than 90 days. As of June 30, 1993, the
dollar weighted portfolio maturities were 27.13 days for the Money
Market Portfolio and 60.53 days for the Cash Management Portfolio. For
the 7-day period ending June 30, 1993, the yields on an annual basis
before expenses, including investment advisory and other expenses, were
3.17% for the Money Market Portfolio and 3.23% for the Cash Management
Portfolio. After payment of such expenses, the yields were 2.90% and
2.61%, respectively, with an expense reimbursement (applicable only to
the Cash Management Portfolio), and would have been 2.90% and 2.11%,
respectively, without reimbursement. The rates of return for the Money
Market Portfolio for the past 5 years are as follows:
------------------------------------------------------------------------
Rate of
return
(percent)
------------------------------------------------------------------------
Eleven Months Ending 11/30/93................................ 2.62
Year Ending 1992............................................. 3.49
Year Ending 1991............................................. 5.74
Year Ending 1990............................................. 7.95
Year Ending 1989............................................. 8.93
Year Ending 1988............................................. 7.36
------------------------------------------------------------------------
The rate of return for the Cash Management Portfolio for the ten month,
one day period from January 29, 1993 (inception) to November 30, 1993,
is 2.17%.
8. New York Life provides investment advice and related services to
the Money Market Portfolio under an investment advisory agreement
approved on October 23, 1984, for a fee equal on an annual basis to
0.25% of the average daily value of the aggregate net assets of the
Portfolios. The Money Market Portfolio also must pay certain additional
operating expenses, which amounted to .01% during 1992. For years ended
December 31, 1990, 1991, and 1992, the Money Market Portfolio's ratio
of expenses to average net assets was 0.26% in each year. The Money
Market Portfolio is not subject to an expense reimbursement agreement.
9. MacKay-Shields Financial Corporation (``MacKay-Shields''), an
indirect wholly-owned subsidiary of New York Life, is the investment
adviser to the Cash Management Portfolio, for which it is paid a fee
equal to 0.25% annually of the average daily net assets. NYLIAC is the
administrator of the Cash Management Portfolio and is paid an annual
fee for its services equal to 0.20% of the Portfolio's average daily
net assets. NYLIAC has entered into an expense reimbursement agreement
effective through the earlier of (1) December 31, 1996, or (ii) such
time as the Cash Management Portfolio has $250 million in assets,
limiting to 0.17% annually the ``other expenses'' of the Cash
Management Portfolio (i.e., expense incurred in addition to the
investment advisory and administration fees). The total expense ratio
for the Cash Management Portfolio, for the period from inception of the
Portfolio on January 29, 1993 and ending June 30, 1993, would have
equaled 1.24% before reimbursement and was .62% after reimbursement.
The combined total expense ratio for the Cash Management and Money
Market Portfolios, absent reimbursement, would have been 1.062%, if the
merger had taken place at the beginning of the year.
10. Applicants submit that the total fees paid by the Money Market
Portfolio are at lower rates than the current industry standard for
similar products and lower than the fees paid by the Cash Management
Portfolio because insurance related investment products represented a
new direction for New York Life when shares of the Money Market
Portfolio were initially offered. New York Life has since delegated
most of its advisory functions to its subsidiary, MacKay-Shields. New
York Life also has determined that it will only manage new insurance
related investment products at a fee which is similar to the rates
charged by it to most of the other investment companies in the NYLIAC
group of funds.
11. The Applicants propose to merge the Money Market and Cash
Management Portfolios under a Plan of Merger (``Plan'') that was
unanimously approved by the Fund's Board of Directors (``Board''),
including a majority who are not interested persons of the Fund of
NYLIAC. The stated principal purposes of the merger are to eliminate
the redundancy caused by the similarity of the Money Market and Cash
Management Portfolios' investment objectives, to counter the effects of
the anticipated decline in premium payments received under Contracts
which permit allocation to the Money Market Portfolio, reduce
management and transaction costs and improve investment performance.
12. The Board has determined that the interests of Contract owners
indirectly invested in the Money Market and Cash Management Portfolios
will not be diluted and that the proposed merger is in the best
interests of each affected Portfolio and its shareholders. The Board
unanimously concluded that the benefits of the merger to Contract
owners who can currently allocate premiums to the Money Market
Portfolio outweigh the benefit of the lower fee currently assessed on
the Money Market Portfolio (compared to the higher fees of the Cash
Management Portfolio) because of expected economies of scale and cost
savings which will be reflected in improved future performance of the
Cash Management Portfolio. Because shares of the Money Market Portfolio
are no longer being sold, the assets in that Portfolio, absent the
merger, would decline as a result of surrenders and annuitizations. The
merger allows new monies from the sale of shares of the Cash Management
Portfolio to be combined with the existing Money Market Portfolio
assets resulting in economies of scale. The investment adviser also
will be better equipped to make investment decisions and manage cash
flows where the size of the Portfolio is larger and where monies are
flowing in, as well as out, of the fund. Additionally, certain expenses
incurred by each Portfolio will be reduced on a percentage basis as the
funds are combined.
13. The Plan was approved at a Special Meeting of Fund shareholders
held on December 14, 1993, with 77.6% voting in favor, 15.6% opposing
and 6.8% abstaining. The affirmative vote of two-thirds of the
outstanding shares of the Money Market Portfolio was required to
approve the transaction. Contract owners with cash value in the
Divisions of the Separate Accounts that invest in the Money Market
Portfolio as of the record date were sent a proxy statement containing
information relating to the proposed Merger and related transactions
and were asked to vote on the proposed Merger.
14. Under the Plan, on the closing date (December 14, 1993, or such
later date as may be agreed upon by the parties), the Cash Management
Portfolio would acquire all the assets and liabilities of the Money
Market Portfolio in exchange for issuance of shares of the Cash
Management Portfolio. Each shareholder of the Money Market Portfolio
will receive shares of the Cash Management Portfolio equal in net asset
value at the date of the exchange to the net asset value of the
shareholder's Money Market Portfolio shares then outstanding.
Thereafter, expenses paid by such shareholders will be those applicable
to the Cash Management Portfolio, which are higher than those of the
Money Market Portfolio. The shares of the Cash Management Portfolio
issued under the Plan have been registered under the 1933 Act.
15. The future cash value of Contracts indirectly invested in the
Money Market Portfolio will reflect the investment performance and
expenses of the Cash Management Portfolio. Otherwise, the proposed
merger will have no economic impact on Contract values, fees or charges
under these Contracts or the rights or interest of owners. The proposed
merger also will not have adverse tax consequences for the Contract
owners. No gain or loss will be recognized by the Money Market or Cash
Management Portfolios or the shareholders thereof as a result of
consummation of the merger. Applicants will receive an opinion of tax
counsel as to these representations. The holding period and tax basis
of the shares of the Cash Management Portfolio received by a
shareholder will be the same as the holding period and tax basis of the
shareholder's shares of the Money Market Portfolio.
Applicants' Legal Analysis
1. The Applicants request that the Commission issue an order under
section 17(b) of the 1940 Act exempting the proposed Plan from the
provisions of section 17(a) of the Act to the extent necessary to
permit the Cash Management Portfolio to acquire substantially all of
the assets of the Money Market Portfolio in exchange for shares of the
Cash Management Portfolio.
2. Section 17(a)(1) of the 1940 Act prohibits any affiliated person
of a registered investment company, or any affiliated person of such
person acting as principal, from knowingly selling any security or
other property to that company. Section 17(a)(2) of the 1940 Act
generally prohibits such affiliated persons from knowingly purchasing
any security or other property from the registered investment company.
3. The proposed Merger may result in transactions prohibited by
section 17(a) because of potential affiliations among the Portfolios.
NYLIAC, through the Separate Accounts, technically owns 100% of the
outstanding shares of each Portfolio and, thus, may be considered a
``5% affiliate'' of each Portfolio, as defined in section 2(a)(3) of
the 1940 Act.\1\ Each Portfolio consequently would be an affiliated
person of an affiliated person (i.e., NYLIAC), and transactions between
the Portfolios thus may be subject to the prohibitions of Section
17(a).
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\1\Section 2(a)(3) of the 1940 Act defines the term ``affiliated
person,'' in relevant part, as: (A) Any person directly or
indirectly owning, controlling, or holding with power to vote, 5 per
centum or more of the outstanding voting securities of such other
person; (B) any person 5 per centum or more of whose outstanding
voting securities are directly or indirectly owned, controlled, or
held with power to vote, by such person; (C) any person directly or
indirectly controlling, controlled by, or under common control with,
such other persons; * * *
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An affiliation between the Portfolios also may arise if they are
considered to be under the ``common control'' of NYLIAC. As part of the
same Fund, the Portfolios each have common directors and officers as
well as a common investment adviser. Because NYLIAC organized the Fund,
each Portfolio also could be deemed under NYLIAC's common control. If
the Portfolios are considered under common control, they would be
affiliated persons of one another.
4. Section 17(b) of the 1940 Act requires the Commission to grant
an order, upon application, exempting proposed transactions otherwise
prohibited by section 17(a), if evidence establishes that:
(1) The terms of the proposed transaction, including the
consideration to be paid or received, are reasonable and fair and do
not involve overreaching on the part of any person concerned;
(2) The proposed transaction is consistent with the policies of
each registered investment company concerned, as recited in its
registration statements and reports filed under the 1940 Act; and
(3) The proposed transaction is consistent with the general
purposes of the 1940 Act.
The Applicants represent that the Plan and the proposed transactions
satisfy these tests.
5. The Fund's Board, including a majority of the disinterested
Directors, reviewed, evaluated and approved the terms of the proposed
merger, including the consideration to be paid or received by all
parties. The Board determined that the Plan will be in the best
interests of the shareholders of, and of Contractowners indirectly
invested in, each affected Portfolio. The Board also determined that
the consummation of the proposed Plan will not result in the dilution
of the current interests of any such shareholder or Contractowner.
6. The Board considered the following factors, among others:
expense ratios and published information regarding the fees and
expenses of the affected Portfolios and of similar funds; the
comparative investment performance of the Money Market and Cash
Management Portfolios; the terms and conditions of the proposed Plan
and whether it would result in a dilution of shareholder interests;
costs incurred by the Portfolios as a result of the proposed
transactions; and tax consequences of the proposed Plan. The Board
noted, in particular: (a) The potential benefits to shareholders and
owners; (b) the virtual indistinguishable investment objectives,
policies, restrictions and investment holdings of the affected
Portfolios; (c) the terms and conditions of the proposed Plan which
might affect the price of shares (or owner interests) to be exchanged;
and (d) direct or indirect costs to be incurred by the affected
Portfolios or shareholders or owners invested in such Portfolios.
7. As noted above, the Money Market Portfolios is available for
allocation by owners of variable annuities funded by MFA I and MFA II
and by owners of variable life insurance contracts funded by NYLIAC
VLI. Sales of flexible premium annuity contracts commenced on January
23, 1984 and ceased on September 1, 1989. Sales of the single premium
annuity contracts are being suspended on a state-by-state basis as
variable annuities issued out of NYLIAC I and NYLIAC II are introduced.
Sales of such Contracts are currently being made in only one state.
Premiums received under new contracts and additional premiums under old
contracts have been at the following levels during the past three and
one-half years:
Premiums Received Under Contracts
[In thousands of dollars]
------------------------------------------------------------------------
New Old Total
------------------------------------------------------------------------
Year Ending 12/31/90...................... $42,979 $39,468 $82,447
Year Ending 12/31/91...................... 34,926 35,074 70,000
Year Ending 12/31/92...................... 55,821 34,009 89,830
Six Months Ending 06/30/93................ 23,259 21,165 44,424
------------------------------------------------------------------------
Sales of variable life insurance policies commenced on February 1, 1984
and ceased on July 1, 1988. Additional premiums received under old
policies have been at the following levels during the past three and
one-half years:
Premiums Received Under Controls
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New
Old Total
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Year Ending 12/31/90..................... N/A $6,207,877 $6,207,877
Year Ending 12/31/91..................... N/A 5,623,161 5,623,161
Year Ending 12/31/92..................... N/A 5,059,180 5,059,180
Six Months Ending 06/30/93............... N/A 2,330,924 2,330,924
------------------------------------------------------------------------
8. The Board considered the recent trend of premium payments and
expectations of future premium payments under the Contracts offering
the Money Market Portfolio as an investment option. The Board concluded
that action is necessary to provide Contract owners certain benefits
and avoid certain adverse impact on these owners. The Board believes
that less money will be allocated to the Money Market Portfolio as new
premiums decline and existing contracts are surrendered. Consequently,
Contract owners invested in the Money Market Portfolio would be
adversely affected because a smaller portfolio cannot achieve the
portfolio diversification and other management efficiencies associated
with a larger portfolio. In contrast, a merger of the Money Market and
Cash Management Portfolios, together with the expectation of additional
premiums being allocated to the Cash Management Portfolio through
receipt of new premiums under old Contracts, and sales of new contracts
which permit allocation to that portfolio, should result in a larger
portfolio which can be managed more effectively.
9. As noted above, the expense ratio of the Cash Management
Portfolio currently is higher than that of the Money Market Portfolio.
The Board believes, however, that this small detriment is outweighed by
the benefits of having a larger portfolio. Moreover, New York Life
provides advisory services and bears almost all of the expenses of the
Money Market Portfolio under an advisory agreement which it can
terminate without penalty on 60 days notice. Although the Board has no
reason to believe that New York Life intends to do so, if the proposed
merger is not consummated and New York Life terminates the current
advisory agreement, the Board will consider such alternative advisory
arrangements as are deemed appropriate and submit their recommendations
to the shareholders of the Money Market Portfolio.
10. As noted above, the investment objectives of the Portfolios to
be merged, although not the same, are, in the opinion of the Board, for
all intent and purposes, identical as are the expected rates of return.
For the seven-day period ending June 30, 1993, the annualized gross
yields (excluding investment advisory and other expenses) were 3.17%
for the Money Market Portfolio, and 3.23% for the Cash Management
Portfolio.
11. The proposed merger will not affect the price of outstanding
shares of the Cash Management Portfolio, or the Contract values or
interests of Contract owners indirectly invested therein. The transfer
of Money Market Portfolio assets to the Cash Management Portfolio in
exchange for issuance of Cash Management Portfolio shares will be made
at relative net asset values of the Portfolios on the closing date. The
aggregate value of shares to be issued to the Money Market Divisions
will equal the aggregate value of shares held by those Divisions
immediately prior to the proposed merger. Thus, the aggregate value of
outstanding units of interest of the Money Market Division will not
change on the closing date as a result of the share exchange phase of
the proposed merger. Further, the aggregate value of such units
supporting the cash value of each Contractowner invested in those
Divisions immediately prior to the merger will remain unchanged
immediately after the share exchange phase of the merger. The share
exchange phase of the proposed merger will impose no tax liability upon
any shareholders or Contract owners and will not dilute the interests
of shareholders or Contract owners currently invested in the Money
Market or Cash Management Portfolios.
12. NYLIAC will pay all of the direct and indirect expenses of the
proposed Plan. Although MacKay-Shields, New York Life and NYLIAC may
derive some benefits as a result of the proposed Plan, the expenses of
that Plan will not dilute investors' interests.
13. Notwithstanding the prohibitions of section 17(a), Rule 17a-8
under the 1940 Act permits mergers, consolidations or purchases or
sales of substantially all of the assets involving registered
investment companies which may be affiliated persons, or affiliated
persons of affiliated persons, solely by reason of having a common
investment adviser, common directors and/or common officers. The
exemption provided by Rule 17a-8 is conditioned upon a determination by
a majority of Directors who are not interested persons that (a)
participation in the transaction is in the best interests of that
registered investment company, and (b) the interests of the existing
shareholders of that registered investment company will not be diluted
as a result of the transaction.
14. Given the potential affiliations described above, the
Portfolios may be deemed to be affiliated persons of one another for
reasons other than that they have a common investment adviser, common
directors, and/or common officers. The Portfolios each may be an
affiliated person of an affiliated person because NYLIAC may be a 5%
affiliate of each Portfolio. Further, the Portfolios may be direct
affiliates of each other if they are considered under the common
control of NYLIAC. Because of these potential affiliations, the Fund
and the Portfolios may not be able to rely on Rule 17a-8. Nevertheless,
the Board evaluated the relevant considerations and determined that the
Plan will comply with the conditions that Rule 17a-8 requires for the
protection of investment companies and their shareholders. Applicants
believe that the Plan more closely resembles the situations encompassed
by Rule 17a-8, rather than other situations which the Rule deliberately
excludes, because NYLIAC does not have voting control of any shares
and, therefore, the share exchange phase of the proposed merger is no
more susceptible to overreaching or to the taking of unfair advantage
of investors than is any transaction covered by Rule 17a-8.
15. The Fund submits that the share exchange phase of the Plan will
comply with all of the conditions that Rule 17a-8 requires for the
protection of investment companies and their shareholders and agrees to
the grant of the order requested herein being specifically conditioned
on the Fund's Board having made the requisite determinations that the
participation of the Money Market and Cash Management Portfolios in the
proposed Plan is in the best interests of each Portfolio and that such
participation will not dilute the interests of shareholders or owners
invested in the affected Portfolios. The basis of these findings will
be recorded in the Fund's minute book.
16. For the reasons set forth above, the merger, which has been
approved by the shareholders and Contract owners invested in the Money
Market Portfolio, will be consistent with the policies of the Money
Market and Cash Management Portfolios as recited in the Fund's
registration statement and reports filed under the 1940 Act. Further,
the Plan is consistent with the general purposes of the 1940 Act as
stated in the Findings and Declaration of Policy in Section 1 of the
1940 Act. The merger does not present any of the conditions or abuses
that the 1940 Act was designed to mitigate or eliminate. In particular,
Section 1(b)(6) of the 1940 Act states that the national public
interest and the interest of investors are adversely affected when
investment companies are reorganized without the consent of their
security holders. The proposed merger, as noted above, has been
approved by the owners of two-thirds of the outstanding shares of the
Money Market Portfolio. Contract owners with cash value in the Money
Market Divisions received a proxy statement containing all material
disclosures, including a description of all material aspects of the
merger and copies thereof. The shares of the Money Market Portfolio
held by MFA I and II, and NYLIAC VLI, will be replaced with shares of
the Cash Management Portfolio simultaneously with the proposed merger
of the two Portfolios. The share exchange phase of the proposed merger
is, thus, consistent with the general purposes of the 1940 Act.
Conclusion
1. Applicants represent that the terms of the proposed merger,
including the consideration to be paid and received, are reasonable and
fair and do not involve overreaching on the part of any person
concerned. In particular, the share exchange phase will not dilute the
interests of shareholders or Contract owners currently invested in any
of the Portfolios involved in the merger. Further, the merger will
result in no tax liability to Contract owners.
2. Applicants also represent that the proposed merger will be
consistent with the policies of the Separate Accounts as recited in
their current registration statements and reports filed under the 1940
Act and with the general purposes of the 1940 Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-3704 Filed 2-17-94; 8:45 am]
BILLING CODE 8010-01-M
