[Federal Register Volume 62, Number 39 (Thursday, February 27, 1997)]
[Notices]
[Pages 9004-9006]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-4858]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22523; 812-10424]


HVA Money Market Fund, Inc. and Hartford U.S. Government Money 
Market Fund, Inc.; Notice of Application

February 21, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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APPLICANTS: HVA Money Market Fund, Inc. (``HVA Fund'') and Hartford 
U.S. Government Money Market Fund, Inc. (``U.S. Government Fund'').

RELEVANT ACT SECTIONS: Order requested under section 17(b) of the Act 
granting an exemption from section 17(a).

SUMMARY OF APPLICATION: Applicants request an order to permit the HVA 
Fund to acquire substantially all of the assets of the U.S. Government 
Fund (together, the ``Funds''). Because of certain affiliations, the 
Funds may not rely on rule 17a-8 under the Act.

FILING DATES: The application was filed on November 8, 1996 and amended 
on February 10, 1997.

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 SEC's Secretary 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 March 18, 1997, 
and should be accompanied by proof of service on the applicants, in the 
form of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the 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 SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicants: c/o ITT Hartford Group, Inc., Hartford Plaza, 
Hartford, Connecticut 06115.

FOR FURTHER INFORMATION CONTACT:
Kathleen L. Knisely, Staff Attorney, at (202) 942-0517, or Mary Kay 
Frech, Branch Chief, at (202) 942-0564 (Office of Investment Company 
Regulation, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. The HVA Fund is a Maryland corporation registered under the Act 
as an open-end, diversified management investment company. Shares of 
the HVA Fund are sold to separate accounts of Hartford Life Insurance 
Company (``Hartford Life'') and ITT Hartford Life and Annuity Insurance 
Company (``Hartford Life and Annuity'') to fund benefits under variable 
annuity contracts and variable insurance policies issued by Hartford 
Life and Hartford Life and Annuity.
    2. The U.S. Government Fund is a Maryland corporation registered 
under the Act as an open-end, diversified management investment 
company. Shares of the U.S. Government Fund are sold to separate 
accounts of Hartford Life.
    3. The HVA Fund has sold shares to the following separate accounts: 
Hartford Life Separate Account One, Hartford Life and Annuity Separate 
Account One, Hartford Life Separate Account Two, and Hartford Life DC 
Variable Account I (the ``Variable Annuity Separate Accounts''), which 
are separate accounts established to receive and invest premiums paid 
under variable annuity contracts issued by Hartford Life and/or 
Hartford Life and Annuity; and variable life separate accounts of 
Hartford Life.
    4. The U.S. Government Fund currently sells its shares only to 
Hartford Life Separate Account Two and Hartford Life DC Variable 
Account I, two of the Variable Annuity Separate Accounts.
    5. The variable insurance policies and variable annuity contracts 
offered through the separate accounts are referred to collectively as, 
``Contracts.'' Owners of Contracts (``Contractowners'') offered through 
Hartford Life Separate Account Two and Hartford Life DC Variable 
Account I may choose to have Contract value allocated to sub-accounts 
of such accounts. These sub-accounts invest in shares of the Funds.
    6. Hartford Fire Insurance Company is a wholly-owned subsidiary of 
ITT Hartford Group, Inc. (``ITT Hartford''). Hartford Life is a wholly-
owned subsidiary of Hartford Fire Insurance Company. Hartford Life and 
Annuity is a wholly-owned subsidiary of Hartford Life. The Hartford 
Investment Management Company (the ``Adviser'') is registered under the 
Investment Advisers Act of 1940 and serves as investment adviser to the 
Funds.
    7. Pursuant to the Agreement and Plan of Reorganization (the 
``Plan''), applicants propose that the U.S. Government Fund will 
transfer all of its

[[Page 9005]]

existing assets to the HVA Fund. In consideration thereof, the HVA Fund 
agrees (a) to assume and pay all of the obligations and liabilities of 
the U.S. Government Fund to the extent that they exist on or after the 
closing date (as defined below) of the reorganization and (b) to 
deliver to the U.S. Government Fund full and fractional shares of 
common stock of the HVA Fund equal to that number of full and 
fractional shares of the U.S. Government Fund then outstanding as 
determined based on the relative net asset value per share of the funds 
as of the close of the New York Stock Exchange on the last business day 
immediately preceding the reorganization (the ``Closing Date''). At the 
Closing Date, the U.S. Government Fund will liquidate and distribute 
pro rata to its shareholders the HVA Fund shares received pursuant to 
the reorganization.
    8. The reorganization will also require the consolidation of the 
corresponding sub-accounts of the Variable Annuity Separate Accounts. 
Hartford Life will carry out this consolidation on the Closing Date 
immediately after the completion of the HVA Fund's acquisition of the 
U.S. Government Fund, by issuing units of interest in the HVA Fund sub-
accounts on a pro rata basis to owners of Contracts who, prior to the 
reorganization, owned units in the U.S. Government Fund sub-accounts, 
in exchange for their units of the disappearing sub-accounts. Although 
this ``exchange'' would be nothing more than a bookkeeping exercise, 
applicants believe that it conceivably could be considered to involve 
the issuance of new units of the HVA Fund sub-accounts in exchange for 
the assets of the U.S. Government Fund sub-accounts. The number of full 
and fractional units of interest of the HVA Fund sub-accounts to be 
issued will be determined by dividing the aggregate value of the HVA 
Fund shares issued to the U.S. Government Fund sub-account, by the unit 
value of the HVA Fund sub-account computed on the Closing Date using 
the valuation methods set forth in the above-noted separate accounts' 
current prospectuses.
    9. The boards of directors of the Funds (the ``Boards'') have 
determined that the interests of existing Contractowners indirectly 
invested in the Funds will not be diluted under the Plan and that the 
reorganization would be in the best interests of the funds and their 
shareholders. In addition, the directors of the U.S. Government Fund 
noted, in particular, (a) potential benefits of the reorganization to 
shareholders of the U.S. Government Fund and Contractowners with 
Contract values allocated to Hartford Life DC Variable Account I and 
Hartford Life Separate Account Two; (b) the compatibility of investment 
objectives, policies, restrictions, and investment holdings of the U.S. 
Government Fund and the HVA Fund; (c) the terms and conditions of the 
Plan which might affect the price of outstanding shares of the U.S. 
Government Fund or interests of Contractowners indirectly invested 
therein; and (d) direct or indirect costs to be incurred by the U.S. 
Government Fund or shareholders thereof or Contractowners who have 
indirectly invested thereon (all of which will be borne by Hartford 
Life or Hartford Life and Annuity). Finally, applicants note that the 
larger aggregate net assets resulting from the reorganization should 
enable the combined entities to realize significant benefits associated 
with economies of scale, increased investment opportunities, and 
enhanced portfolio diversification and liquidity.
    10. The Boards, including a majority of those directors who are not 
``interested persons'' (as defined in the Act), unanimously approved 
the Plan on October 22, 1996. The Plan is subject to the approval of 
shareholders of the U.S. Government Fund, and a special meeting of the 
shareholders is scheduled to be held on June 17, 1997.
    11. Applicants agree not to make any material changes to the Plan 
that affect the application without the prior approval of the 
Commission. Applicants also will not waive, amend, or modify any 
provision of the Plan that is required by state or federal law in order 
to effect the reorganization.

Applicants' Legal Analysis

    1. Section 17(a)(1) of the Act, in relevant part, prohibits any 
affiliated person of a registered investment company, or any affiliated 
person of such a person, acting as principal, from knowingly selling 
any security or other property to that company. Section 17(a)(2) of the 
Act generally prohibits the persons described above, acting as 
principals, from knowingly purchasing any security or other property 
from the registered investment company.
    2. Section 2(a)(3) of the Act defines the term ``affiliated 
person'' of another person, in relevant part, as: (a) any person 
directly or indirectly owning, controlling, or holding with power to 
vote, 5% or more of the outstanding voting securities of such other 
person; (b) any person 5% or more of whose outstanding voting 
securities are directly or indirectly owned, controlled, or held with 
power to vote, by such person; and (c) any person directly or 
indirectly controlling, controlled by, or under common control with, 
such other person.
    3. Rule 17a-8 under the Act exempts from section 17(a) 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.
    4. ITT Hartford (through the separate accounts) technically owns 
100% of the shares of each Fund. ITT Hartford therefore may be an 
affiliated person of each Fund and the Funds may each be ``second-
tier'' affiliates of one another. Moreover, the Funds may be direct 
affiliates of each other if they are considered under the ``common 
control'' of ITT Hartford. Because of these potential affiliations, the 
Funds may not be able to rely on rule 17a-8. In addition, the separate 
accounts cannot rely on rule 17a-8 because they do not have boards of 
directors/trustees to make the findings required by rule 17a-8.
    5. Section 17(b) of the Act provides that the Commission may, upon 
application, grant an order exempting any transaction from the 
prohibitions of section 17(a) if the evidence establishes that the 
terms of the proposed transaction, including the consideration to be 
paid, are reasonable and fair and do not involve overreaching on the 
part of any person concerned, and that the proposed transaction is 
consistent with the policy of the registered investment company 
concerned and with the general purposes of the Act.
    6. Applicants believe that the terms of the proposed reorganization 
as set forth in the Plan, including the consideration to be paid and 
received, are reasonable and fair and do not involve overreaching on 
the part of any person concerned. Applicants also believe that the 
proposed reorganization of the Funds is consistent with the investment 
policies of the Funds as recited in their registration statements and 
with the general purposes of the Act.
    7. Applicants submit that the terms of the proposed 
reorganizations, including the consideration to be paid and received, 
are reasonable and fair to the applicable separate accounts, including 
the sub-accounts investing in the Funds and to shareholders and 
Contractowners invested therein, and do not involve overreaching on the 
part of any person concerned. Furthermore, the proposed reorganizations 
will be consistent with the policies of the separate accounts as 
recited in their registration statements

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and with the general purposes of the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-4858 Filed 2-26-97; 8:45 am]
BILLING CODE 8010-01-M