[Federal Register Volume 61, Number 57 (Friday, March 22, 1996)]
[Notices]
[Pages 11906-11910]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-6969]



=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-21827; File No. 812-9902]


Connecticut Mutual Life Insurance Company, et al.

March 15, 1996.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

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

-----------------------------------------------------------------------

APPLICANTS: Connecticut Mutual Life Insurance Company (``CML''), C.M. 
Life Insurance Company (``C.M. Life''), CML Accumulation Annuity 
Account E (``Account E''), Panorama Separate Account (``Panorama 
Account''), Connecticut Mutual Variable Life Separate Account I (``CML 
VLI Account''), Panorama Plus Separate Account (``Plus Account'') and 
C.M. Life Variable Life Separate Account I (``C.M. Life VLI Account'').

RELEVANT 1940 ACT SECTIONS: Order requested pursuant to Section 26(b) 
of the 1940 Act approving the proposed substitution of securities and 
pursuant to Section 17(b) of the 1940 Act exempting the proposed 
transaction from the provisions of Section 17(a) of the 1940 Act.

SUMMARY OF THE APPLICATION: Applicants seek an order approving the 
substitution of securities issued by certain management investment 
companies and held by Account E, Panorama Account, CML VLI Account, 
Plus Account and C.M. Life VLI Account (collectively, the ``Accounts,'' 
and individually, an ``Account'') to support variable life insurance 
contracts and/or variable annuity contracts (collectively, the 
``Contracts'') issued by CML or C.M. Life. Applicants also seek an 
order exempting them and Massachusetts Mutual Life Insurance Company 
(``MassMutual''), Connecticut Mutual Financial Services Series Fund I, 
Inc. (``CMFS Series Fund''), and Oppenheimer Variable Account Funds 
(``Oppenheimer Series Fund'') (together, the ``Funds,'' and 
individually, a ``Fund'') from Section 17(a) of the 1940 Act to the 
extent necessary to permit C.M. Life and either CML or MassMutual to 
carry out the above referenced substitution of securities by redeeming 
securities issued by CMFS Series Fund in kind (or partly in kind) and 
using the redemption proceeds to purchase securities issued by 
Oppenheimer Series Fund.

FILING DATE: December 18, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be

[[Page 11907]]
issued unless the commission orders a hearing. Interested persons may 
request a hearing by writing to the Secretary of the commission and 
serving Applicants with a copy of the request, personally or by mail. 
Hearing requests should be received by the Commission by 5:30 p.m. on 
April 9, 1996, 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 requester's 
interest, the reason for the request and the issues contested. Persons 
may request notification of a hearing by writing to the Secretary of 
the Commission.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicants, Richard M. Howe, Esq., Second Vice President and 
Associate General Counsel, Massachusetts Mutual Life Insurance Company, 
1295 State Street, Springfield, Massachusetts 01111; Michael A. Chong, 
Esq., and Bernard S. Carrey, Esq., Connecticut Mutual Life Insurance 
company, 140 Garden Street, Hartford, Connecticut 06154.

FOR FURTHER INFORMATION CONTACT:
Mark C. Amorosi, Attorney, or Wendy Finck Friedlander, Deputy Chief, 
Office of Insurance Products, Division of Investment Management, 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 Commission.

Applicants' Representations

    1. CML, a mutual life insurance company, is principally engaged in 
the offering of life insurance, annuity and disability income contracts 
and is authorized to conduct business in all 50 states, the District of 
Columbia and Puerto Rico. CML is the depositor and sponsor of Account 
E. Panorama Account and CML VLI Account.
    2. C.M. Life, a stock life insurance company and wholly-owned 
subsidiary of CML, is principally engaged in the sale of life insurance 
and annuity contracts. It is authorized to conduct business in all 
states except New York. C.M. Life is the depositor and sponsor of Plus 
Account and C.M. Life VLI Account.
    3. MassMutual, a mutual life insurance company, is currently 
licensed to transact life, accident, and health insurance business in 
all states, the District of Columbia and certain provinces of Canada. 
MassMutual is the depositor and sponsor of a number of variable life 
insurance and variable annuity separate accounts registered as 
investment companies.
    4. Each of the Accounts is registered under the 1940 Act as a unit 
investment trust. The assets of each Account support either variable 
annuity contracts or variable life insurance contracts. Interests in 
each of the Accounts offered through such Contracts have been 
registered under the Securities Act of 1933 (the ``1933 Act'') on 
either Form S-6 or Form N-4.
    5. Account E invests exclusively in shares of the Income Portfolio 
of CMFS Series Fund. CML has not sold Contracts offered through Account 
E since February, 1982.
    6. The Panorama Account is divided into eight subaccounts: four 
holding assets supporting Contracts issued in connection with employee 
benefit plans or retirement programs receiving favorable treatment 
under the Internal Revenue Code of 1986, as amended, and four holding 
assets supporting Contracts issued to the general public. Two 
subaccounts invest exclusively in shares of each of the following 
investment portfolios of CMFS Series Fund: Money Market Portfolio, 
Income Portfolio, Total Return Portfolio and Growth Portfolio.
    7. The CML VLI Account is currently divided into seven subaccounts, 
four of which invest exclusively in shares of one of the following 
investment portfolios of CMFS Series Fund: Income Portfolio, Total 
Return Portfolio, Growth Portfolio and Government Securities Portfolio. 
The other three subaccounts each invest in shares of open-end 
management investment companies that are not affiliated persons of CML 
or MassMutual.
    8. The Plus Account is currently divided into six subaccounts, each 
of which invests in shares of one of the following investment 
portfolios of CMFS Series Fund: Money Market Portfolio, Income 
Portfolio, Total Return Portfolio, Growth Portfolio, Government 
Securities Portfolio and International Equity Portfolio.
    9. The C.M. Life VLI Account is currently divided into eleven 
subaccounts, eight of which invest exclusively in shares of one of the 
following investment portfolios of the CMFS Series Fund: Government 
Securities Portfolio, Income Portfolio, Total Return Portfolio, Growth 
Portfolio, International Equity Portfolio, LifeSpan Capital 
Appreciation Portfolio, LifeSpan Balanced Portfolio and LifeSpan 
Diversified Portfolio. The remaining three subaccounts each invest in 
shares of open-end management investment companies that are not 
affiliated persons of CML or MassMutual.
    10. The CMFS Series Fund was organized as a Maryland corporation on 
August 17, 1981 and is registered under the 1940 Act as an open-end 
management investment company. CMFS Series Fund is a series investment 
company as defined by Rule 18f-2 under the 1940 Act and is currently 
comprised of nine investment portfolios: Money Market Portfolio, 
Government Securities Portfolio, Income Portfolio, Total Return 
Portfolio, Growth Portfolio, International Equity Portfolio, LifeSpan 
Capital Appreciation Portfolio, LifeSpan Balanced Portfolio and 
LifeSpan Diversified Portfolio. CMFS Series Fund issues a separate 
series of shares in connection with each portfolio and has registered 
these shares under the 1933 Act on Form N-1A. G.R. Phelps & Co., Inc., 
a wholly-owned subsidiary of CML, is the investment adviser to CMFS 
Series Fund.
    11. The Money Market Portfolio seeks as high a level of current 
income as is consistent with preservation of capital and maintenance of 
liquidity by investing in money market instruments. The Government 
Securities Portfolio seeks a high level of current income with a high 
degree of safety of principal by investing primarily in U.S. Government 
securities and U.S. Government-related securities. The Income Portfolio 
seeks high current income consistent with prudent investment risk and 
preservation of capital by investing primarily in corporate debt 
securities and securities issued by the U.S. Government and by U.S. 
Government agencies and instrumentalities.
    12. Oppenheimer Series Fund was organized as a Massachusetts 
business trust on August 28, 1984 and is registered under the 1940 Act 
as an open-end management investment company. Oppenheimer Series Fund 
is a series investment company as defined by Rule 18f-2 under the 1940 
Act and is currently comprised of nine investment portfolios: 
Oppenheimer Money Fund, Oppenheimer High Income Fund, Oppenheimer Bond 
Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Growth Fund, 
Oppenheimer Multiple Strategies Fund, Oppenheimer Growth & Income Fund, 
Oppenheimer Global Securities Fund and Oppenheimer Strategic Bond Fund. 
Oppenheimer Series Fund issues a separate series of shares of 
beneficial interest in connection with each portfolio and has 
registered these shares under the 1933 Act on Form N-1A. Oppenheimer 
Management Corporation, a subsidiary of MassMutual, is the investment 
adviser of Oppenheimer Series Fund.

[[Page 11908]]

    13. The Oppenheimer Money Fund seeks the maximum current income 
from investments in ``money market'' securities consistent with low 
capital risk and the maintenance of liquidity. The Oppenheimer Bond 
Fund seeks a high level of current income from investments in high-
yield, fixed-income securities rated ``Baa'' or better by Moody's or 
``BBB'' or better by Standard & Poor's. As a secondary investment 
objective, the Oppenheimer Bond Fund seeks capital growth when 
consistent with its primary objective.
    14. The Contracts income a variety of variable life insurance and 
variable annuity contracts issued by CML and C.M. Life. Applicants 
state that although considerable variation exists among the provisions 
of the various Contracts, all of the Contracts (except those issued 
through Account E which provides only one investment option) permit, 
subject to certain limitations, at least 4 transfers per Contract year 
of cash value among and between the subaccounts available as investment 
options without the imposition of a transfer charge. All of the 
Contracts that permit transfers of cash values among and between 
subaccounts reserve for CML or C.M. Life the right to eliminate or 
further restrict transfer privileges.
    15. In order to achieve certain business purposes, CML and 
MassMutual signed a merger agreement dated September 13, 1995, pursuant 
to which CML would merge with and into MassMutual, leaving MassMutual 
as the surviving company. The merger agreement provided, among other 
things, that C.M. Life would become a wholly-owned subsidiary of 
MassMutual but that the Plus Account and C.M. Life VLI Account would 
remain intact and unchanged by the merger and that C.M. Life would 
remain the depositor of each.
    16. The merger agreement also provided that the merger would 
operate to transfer the CML separate accounts, including Account E, the 
Panorama Account and the CML VLI Account (the ``CML Accounts''), to 
MassMutual. MassMutual would then be the legal owner of the assets of 
the CML Accounts and thereby become the depositor of each. Applicants 
state that the merger agreement did not provide for the merger or 
consolidation of the CML Accounts with any other separate account of 
CML or MassMutual in connection with the merger. Except as contemplated 
by the proposed substitution, the merger agreement provided that the 
CML Accounts would continue to maintain the subaccounts that currently 
comprise each of the CML Accounts, and would continue to hold in each 
such subaccount shares of the same management investment company that 
each currently holds. The merger agreement also provided that no 
charges would be imposed upon owners of Contracts or other deductions 
made in connection with the transfer of the CML Accounts to MassMutual 
nor would such transfers affect the net asset value of any subaccount 
of the CML Accounts.
    17. Applicants state that, in an effort to reduce expenses, the 
management of CML and MassMutual are seeking to consolidate the assets 
of a number of smaller management investment companies which are 
advised by affiliated persons of CML with those of larger management 
investment companies having substantially identical or very similar 
investment objectives advised by MassMutual or affiliated persons of 
MassMutual. Applicants state that the Money Market Portfolio, 
Government Securities Portfolio and Income Portfolio of CMFS Series 
Fund are relatively small when compared with many other similar 
investment portfolios of open-end management investment companies. As a 
result, the annual expense ratios of these portfolios have generally 
been higher than the ratios of most similar but larger portfolios. 
Applicants also state that although the past performance of these three 
portfolios has not been poor in recent years, neither has it been 
outstanding for any of them. The Money Fund an Bond Fund of Oppenheimer 
Series Fund are somewhat larger than their counterparts among the three 
portfolios of CMFS Series Fund.
    18. By supplements to the various prospectuses for the Contracts 
and the Accounts, all current and prospective Contract owners were 
notified of the intent of CML, C.M. Life and MassMutual to substitute 
shares of Oppenheimer Money Fund and Oppenheimer Bond Fund (the 
``substitute funds'') for those of the Money Market Portfolio, 
Government Securities Portfolio and Income Portfolio (the ``removed 
funds'') of CMFS Series Fund. The supplements advise current and 
prospective Contract owners that they will remain able to allocate net 
purchase payments to or transfer cash values to the subaccounts of the 
Accounts corresponding to each of the removed funds until the 
consummation of the merger but that sometime after the merger, the 
substitute funds will replace the removed funds as the underlying 
investment for such subaccounts. The supplements further apprise 
current and prospective Contract owners that from the date of the 
supplements until the date of the proposed substitution, Contract 
owners will be permitted to make one transfer of all cash value under a 
Contract invested in any one of the affected subaccounts on the date of 
the supplement to another subaccount other than one of the other 
affected subaccounts without that transfer counting as one of a limited 
number of transfers permitted in a Contract year or as one of a limited 
number of transfers permitted in a Contract year free of charge. In 
addition, the supplements inform current and prospective Contract 
owners that CML, C.M. Life and MassMutual will not exercise any rights 
reserved by CML or C.M. Life under any of the Contracts to impose 
additional restrictions on transfers (or discontinue transfer 
privileges entirely) until at least 30 days after the proposed 
substitution.

The Proposed Substitution

    1. Applicants propose that C.M. Life and either CML or MassMutual 
substitute (1) shares of the Money Fund of Oppenheimer Series Fund for 
shares of the Money Market Portfolio of CMFS Series Fund held by 
corresponding subaccounts of the Accounts, (2) shares of the Bond Fund 
of Oppenheimer Series Fund for shares of the Government Securities 
Portfolio of CMFS Series Fund held by corresponding subaccounts of the 
Accounts, and (3) shares of the Bond Fund of Oppenheimer Series Fund 
for shares of the Income Portfolio of CMFS Series Fund held by 
corresponding subaccounts of the Accounts. Applicants propose to have 
C.M. Life and either CML or MassMutual redeem shares of each removed 
fund in kind (or partly in kind) and purchase with the proceeds shares 
of the corresponding substitute fund.
    2. Applicants state that the proposed substitutions will take place 
at relative net asset value with no change in the amount of any 
Contract owner's cash value or death benefit or in the dollar value of 
his or her investment in any of the Accounts. Contract owners will not 
incur any fees or charges as a result of the proposed substitutions nor 
will their rights or MassMutual's or C.M. Life's obligations under the 
Contracts be altered in any way. Applicants state that all expenses 
incurred in connection with the proposed substitutions, including 
legal, accounting and other fees and expenses, will be paid by CML or 
MassMutual. Applicants also state that the proposed substitutions will 
not impose any tax liability on Contract owners. Furthermore, the 
proposed substitutions will not cause the Contract fees and charges 
currently being paid by existing Contract owners to be greater

[[Page 11909]]
after the proposed substitutions than before the proposed 
substitutions.
    3. Applicants state that in addition to the prospectus supplements 
distributed to current and prospective Contract owners, within 5 days 
after the proposed substitutions, any Contract owners who were affected 
by the substitutions will be sent a written notice informing them that 
the substitutions carried out and that they may make one transfer of 
all cash value under a Contract invested in any one of the affected 
subaccounts on the date of the notice to another subaccount without 
that transfer counting as one of a limited number of transfers 
permitted in a Contract year or as one of a limited number of transfers 
permitted in a Contract year free of charge.
    4. Applicants state that CML and MassMutual are also seeking 
approval of the proposed substitutions from the Massachusetts Insurance 
Department and such other state insurance regulators as may be 
necessary or appropriate.

Applicants' Legal Analysis

Request for an Order Under Section 26(b)

    1. Section 26(b) of the 1940 Act provides in pertinent part that 
``[i]t 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.'' The purpose of Section 26(b) 
is to protect the expectation of investors in a unit investment trust 
that the unit investment trust will accumulate the shares of a 
particular issuer and to prevent unscrutinized substitutions which 
might, in effect, force shareholders dissatisfied with the substituted 
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 this protection to investors by preventing a depositor or 
trustee of a unit investment trust holding shares of one issuer from 
substituting for those shares the shares of another issuer, unless the 
Commission approves that substitution.
    2. Applicants represent that the proposed substitutions are 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the 1940 Act. Applicants 
assert that, after the proposed substitutions, the substitute funds 
will provide Contract owners with more favorable or comparable overall 
investment results than would be the case if the proposed substitutions 
do not take place. In support of this, Applicants state that the 
proposed substitutions would effectively consolidate the assets of the 
substitute funds with those of the removed funds resulting, in most 
cases, in a larger fund with lower anticipated future expense ratios 
than the past expense ratios of the removed fund. Each of the three 
substitute funds is larger (and after it receives the assets of the 
removed fund(s) will be substantially larger) than the removed fund 
that it would replace. The Money Fund of Oppenheimer Series Fund has 
had more favorable expense ratios over the last three years than the 
Money Market Portfolio of CMFS Series Fund. The Bond Fund has had more 
favorable expense ratios over the last three years than the Government 
Securities Portfolio of CMFS Series Fund. The Bond Fund has had only 
somewhat less favorable expense ratios over the last three years than 
the Income Portfolio of CMFS Series Fund. Applicants also state that 
each of the substitute funds has had somewhat more favorable investment 
performance over the past three years than the removed fund that it 
would replace.
    3. Applicants also maintain that each of the substitute funds is a 
suitable and appropriate investment vehicle for Contract owners. Except 
for the proposed substitution of shares of the Bond Fund of Oppenheimer 
Series Fund for those of CMFS Series Fund Government Securities 
Portfolio, each of the substitute funds has substantially identical 
investment objectives to the removed fund that it would replace. The 
Bond Fund has investment objectives that are similar to and compatible 
with those of the Government Securities Portfolio.

Request for an Order Under Section 17(b)

    1. 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, acting as principal, from selling any security or 
other property to such registered investment company. Section 17(a)(2) 
of the 1940 Act prohibits any of such affiliated persons, acting as 
principal, from purchasing any security or other property from such 
registered investment company.
    2. The proposed substitution may be deemed to entail one or more 
purchases or sales of securities between and among affiliated persons 
as a result of the purchase by the subaccounts of the Accounts of 
shares of the Money Fund and Bond Fund of the Oppenheimer Series Fund 
with proceeds from the redemption of shares in kind (or partly in kind) 
of the Money Market Portfolio, Government Securities Portfolio and 
Income Portfolio of the CMFS Series Fund. Applicants state that the 
proposed substitutions could come within the scope of Section 17(a) of 
the 1940 Act. In addition, the proposed substitution would not be 
exempt from Section 17 of the 1940 Act pursuant to Rule 17a-7 
thereunder because (1) the affiliations among the Accounts, the 
Oppenheimer Series Fund and the CMFS Series Fund do not arise solely by 
reason of having common investment advisers, common directors, and/or 
common officers, and (2) the transaction will not satisfy the condition 
in Rule 17a-7 which requires that the transaction be a purchase or sale 
for no consideration other than cash payment against prompt delivery or 
a security for which market quotations are readily available. The 
proposed purchase of Oppenheimer Series Funds shares with portfolio 
investment securities entails the purchase and sale of securities for 
securities. Therefore, the proposed substitution requires an exemption 
from Section 17(a) of the 1940 Act, pursuant to Section 17(b) of the 
1940 Act.
    3. Section 17(b) of the 1940 Act provides that the Commission may 
grant an order exempting the transactions prohibited by Section 17(a) 
upon application if evidence establishes that: (a) 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; (b) the proposed transaction is 
consistent with the investment policy of each registered investment 
company concerned, as recited in its registration statement and reports 
filed under the 1940 Act; and (c) the proposed transaction is 
consistent with the general purposes of the 1940 Act.
    4. Applicants assert that the terms of the proposed transaction are 
reasonable and fair and do not involve overreaching. The boards of 
directors of both CMFS Series Fund and Oppenheimer Series Fund have 
adopted procedures pursuant to which each of the Funds may purchase and 
sell securities to and from its affiliates. Applicants also state the 
proposed substitutions will be carried out in conformity with all of 
the requirements of Rule 17a-7 and each Fund's procedures thereunder, 
except that the consideration paid for the securities being purchased 
or sold may not be entirely cash. Applicants state that although the 
transaction may not be

[[Page 11910]]
entirely for cash, each will be effected based upon (1) the independent 
market price of the portfolio securities valued as specified in 
paragraph (b) of Rule 17a-7, and (2) the net asset value per share of 
Oppenheimer Series Fund's Money Fund or Bond Fund or CMFS Series Fund's 
Money Market Portfolio, Income Portfolio or Government Securities 
Portfolio valued in accordance with the procedures disclosed in the 
respective Fund's registration statement and as required by Rule 22c-1 
under the 1940 Act. Applicants state that no brokerage commission, fee 
or other remuneration will be paid to any party in connection with the 
proposed transaction. In addition, the boards of directors of both 
Funds will subsequently review the proposed substitutions and make the 
determinations required by paragraph (e)(3) of Rule 17a-7.
    5. Applicants also assert that the proposed transaction is 
consistent with the investment policy of each investment company 
concerned. Applicants state the proposed redemption of CMFS Series Fund 
shares is consistent with the investment policy of the Fund and its 
Money Market Portfolio, Income Portfolio and Government Securities 
Portfolio, as recited in the Fund's registration statement, provided 
that the shares are redeemed at their net asset value in conformity 
with Rule 22c-1 under the 1940 Act. In addition, the sale of 
Oppenheimer Series Funds shares for investment securities is consistent 
with the investment policy of the Fund and its Money Fund and Board 
Fund as recited in the Fund's registration statement, provided that (1) 
the shares are sold at their net asset value, and (2) the portfolio 
securities are of the type and quality that the Money Fund and Bond 
Fund each would have acquired with the proceeds from share sales had 
the shares been sold for cash. Applicants state that to assure that the 
second of these conditions is met, the Oppenheimer Series Fund's 
investment adviser will examine the portfolio securities being offered 
to that Fund and accept only those securities as consideration for 
shares that it would have acquired for the Money Fund or the Bond Fund, 
as the case may be, in a cash transaction.
    6. Applicants maintain that the proposed transaction is consistent 
with the general purposes of the Act. Applicants state the proposed 
transaction does not present any of the conditions or abuses that the 
1940 Act was designed to prevent.

Applicants' Conclusion

    For the reasons discussed above, Applicants represent that the 
terms of the proposed substitution, including the consideration to be 
paid and received, are reasonable and fair to: (1) Oppenheimer Series 
Fund, including its Money Fund and Bond Fund, (2) investors in the 
Money Fund and Bond Fund, (3) CMFS Series Fund, including its Money 
Market Portfolio, Income Portfolio and Government Securities Portfolio, 
and (4) Contract owners invested in the Money Market Portfolio, Income 
Portfolio and Government Securities Portfolio; and do not involve 
overreaching on the part of any person concerned. Furthermore, 
Applicants represent that the proposed substitutions will be consistent 
with the policies of Oppenheimer Series Fund and of its Money Fund and 
Bond Fund and with the policies of CMFS Series Fund and its Money 
Market Portfolio, Income Portfolio and Government Securities Portfolio 
as stated in the current registration statement and reports filed under 
the 1940 Act by each Fund 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. 96-6969 Filed 3-21-96; 8:45am]
BILLING CODE 8010-01-M