[Federal Register Volume 59, Number 162 (Tuesday, August 23, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-20564]


[[Page Unknown]]

[Federal Register: August 23, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20485; File No. 812-8996]

 

GNA Variable Investment Account, et al.

August 16, 1994.
AGENCY: Securities and Exchange Commission (``SEC'' or the 
``Commission'').

ACTION: Notice of Application for Exemption under the Investment 
Company Act of 1940 (the ``1940 Act'').

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APPLICANTS: GNA Variable Investment Account (``Variable Account''), 
Great Northern Insured Annuity Corporation (``GNA''), and GNA 
Distributors, Inc. (``Distributor'').

RELEVANT 1940 ACT SECTIONS: Order requested under Section 6(c) for 
exemptions from Sections 26(a)(2)(C) and 27(c)(2) of the 1940 Act.

SUMMARY OF APPLICATION: Applicants seek an order to the extent 
necessary to permit the deduction from the assets of the Variable 
Account of a mortality and expense risk charge imposed under certain 
group allocated variable annuity contracts (``Contracts'').

FILING DATE: The application was filed on May 19, 1994 and amended on 
August 4, 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 Secretary of the SEC 
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 September 12, 1994 and should be accompanied by proof of service on 
the Applicants in the form of an affidavit or, for lawyers, by 
certificate. Hearing requests should state the nature of the writers 
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: J. Neil McMurdie, Esq., Associate Counsel, Great Northern 
Insured Annuity Corporation, Two Union Square, Ste. 5600, Seattle, 
Washington 98111-0490.

FOR FURTHER INFORMATION CONTACT:
Joyce M. Pickholz, Senior Counsel, or Michael V. Wible, Special 
Counsel, at (202) 942-0670, Office of Insurance Products, Division of 
Investment Management.

SUPPLEMENTARY INFORMATION: Following is a summary of the application. 
The complete application is available for a fee from the SEC's Public 
Reference Branch.

Applicants' Representations

    1. GNA is a stock life insurance company organized under the laws 
of the State of Washington in 1980. It is a wholly owned subsidiary of 
GNA Corporation, which is a wholly owned subsidiary of General Electric 
Capital Corporation. GNA is the depositor of the Variable Account. The 
Variable Account is registered under the Act as a unit investment 
trust. It was established in 1981, under Washington law, as a separate 
account of GNA for the purpose of funding certain variable annuity 
contracts. The assets of the Variable Account will be invested through 
subaccounts of the Variable Account in shares of corresponding 
portfolios of investment companies registered under the Act as open-end 
management investment companies.
    2. The Distributor, a wholly owned subsidiary of GNA Corporation, 
will be the principal underwriter of the Contracts and the certificates 
issued thereunder (``Certificates''). The Distributor is a broker-
dealer registered under the Securities Exchange Act of 1934 and a 
member of the National Association of Securities Dealers, Inc.
    3. The Contract is a group allocated contract pursuant to which 
specific accounts are maintained for each Participant. The Contract 
provides for the accumulation of values on a fixed or variable basis 
and the payment of annuity benefits on a fixed or, in certain cases, a 
variable basis. The Contract is designed for use in connection with 
retirement plans which may or may not qualify for special income tax 
treatment under the Internal Revenue Code of 1986, as amended.
    4. Each year GNA will deduct from the value of each Certificate a 
certificate maintenance charge of $40 as partial compensation for the 
cost of providing all administrative services attributable to the 
Contracts and Certificates and the operations of the Variable Account 
and GNA in connection with the Contracts and Certificates. GNA will 
waive the charge if at the time of the assessment the Certificate Value 
is $40,000 or greater. Prior to the commencement of annuity payments 
(``Annuity Date''), the certificate maintenance charge is deducted on 
December 31 of each year, except for the first certificate year when a 
pro-rata portion of the charge will be deducted on December 31. If a 
full withdrawal of the Certificate's withdrawal value is made on a day 
other than December 31, the $40 certificate maintenance charge will be 
deducted from the amount paid. If the Annuity Date is not December 31, 
a pro-rata portion of the charge is deducted on the Annuity Date.
    5. In addition, GNA will deduct from each sub-account each 
valuation period an administration charge at an annual rate of 0.15% of 
the average daily value of such sub-account to reimburse GNA for 
administrative expenses. GNA does not expect to recover from the 
administration charges any amount in excess of its accumulated 
administrative expenses. Even though administrative expenses may 
increase, GNA guarantees that it will not increase the amount of the 
administration fees as to outstanding Certificates. Applicants will 
rely on Rule 26a-1 under the Act for the necessary exemptive relief to 
make such charges.
    6. No sales charge will be deducted from purchase payments as they 
are made. Instead, if a withdrawal is made from a Certificate before 
the Annuity Date, a withdrawal charge (contingent deferred sales charge 
) may be assessed against amounts withdrawn attributable to purchase 
payments that have been in the Certificate less than five complete 
years. The withdrawal charge is a percentage of the purchase payment 
being liquidated which percentage declines 5-5-4-3-2% over the first 
five years since the purchase payment was made. There is no withdrawal 
charge with respect to earnings accumulated under the Certificate, 
certain free withdrawal amounts or purchase payments that were made 
five years or more prior to the withdrawal. In no event may that total 
withdrawal charges exceed 5% of total purchase payments.
    7. Each withdrawal from a Certificate is allocated, first, to the 
free withdrawal amount, second, to remaining purchase payments which 
have not been withdrawn previously on a first-in first-out basis, and, 
third, to any remaining Certificate Value. On the first withdrawal in 
any certificate year, the Participant may withdraw free of any 
withdrawal charge an amount equal to 10% of the Certificate Value at 
the time of the withdrawal. The withdrawal charge is intended to 
reimburse GNA for compensation paid to cover selling concessions to 
broker-dealers, preparation of sales literature and other expenses 
relating to sales activity. Applicants will rely on Rule 6c-8 under the 
Act for the necessary exemptive relief to permit imposition of the 
withdrawal charge.
    8. GNA assumes a mortality risk and an expense risk under the 
Contracts and Certificates. The mortality risk is the risk that 
Annuitants may live for a longer period of time than estimated. GNA 
assumes this mortality risk by virtue of annuity rates incorporated 
into the Contract which cannot be changed as to outstanding 
Certificates. This assures each Annuitant that his longevity will not 
have an adverse effect on the amount of annuity payments. Also, GNA 
guarantees that if the Annuitant dies before the Annuity Date, it will 
pay a death benefit. The expense risk assumed by GNA is the risk that 
the administration charges or withdrawal charge may be insufficient to 
cover actual expenses. To compensate it for assuming these risks, GNA 
will deduct from each sub-account each valuation period a charge at an 
annual rate of 1.25% of the average daily value of such subaccount, 
consisting of .75% for the mortality risk and .50% for the expense 
risk. The rate of the mortality and expense risk charge cannot be 
increased. If the charge is insufficient to cover the actual cost of 
the mortality and expense risks undertaken, GNA will bear the loss. 
Conversely, if the charge proves more than sufficient, the excess will 
be profit to GNA and will be available for any proper corporate purpose 
including, among other things, payment of distribution expenses.

Applicants' Legal Analysis

    1. Sections 26(a)(2)(C) and 27(c)(2) of the 1940 Act require that 
all payments received under a periodic payment plan certificate be held 
by a qualified trustee or a custodian and held under arrangements which 
prohibit any payment to the depositor or principal underwriter except 
for the payment of a fee, not exceeding such reasonable amount as the 
Commission may prescribe, for bookkeeping and other administrative 
services.
    2. Applicants represent that the 1.25% mortality and expense risk 
charge is within the range of industry practice for comparable annuity 
products. Applicants state that this representation is based upon an 
analysis of publicly available information about selected similar 
industry products, taking into consideration such factors as the method 
used in charging sales loads, any contractual right to increase charges 
above current levels and the existence of charges against separate 
account assets for other than mortality and expense risks. GNA will 
maintain at its principal office, available to the Commission, a 
memorandum setting forth in detail the products analyzed in the course 
of, and the methodology and results of, the comparative survey made.
    3. Applicants acknowledge that the withdrawal charge will be 
insufficient to cover all costs relating to the distribution of the 
Contracts and Certificates and that, if a profit is realized from the 
mortality and expense risk charge, all or a portion of such profit may 
be offset by distribution expenses not reimbursed by the withdrawal 
charge. Notwithstanding the foregoing, GNA has concluded that there is 
a reasonable likelihood that the proposed distribution financing 
arrangements made with respect to the Contracts and Certificates will 
benefit the Variable Account and the Certificate owners. The basis for 
such conclusion is set forth in a memorandum which will be maintained 
by GNA at its principal office and will be available to the Commission. 
Moreover, GNA represents that the Variable Account will invest only in 
an underlying mutual fund which undertakes, in the event it should 
adopt any plan under Rule 12b-1 to finance distribution expenses, to 
have such plan formulated and approved by a board of directors, a 
majority of the members of which are not ``interested persons'' of such 
fund within the meaning of Section 2(a)(19) of the Act.

Conclusion

    Applicants conclude that for the reasons and upon the facts set 
forth in the application, 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 Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-20564 Filed 8-22-94; 8:45 am]
BILLING CODE 8010-01-M