[Federal Register Volume 67, Number 59 (Wednesday, March 27, 2002)]
[Notices]
[Pages 14735-14739]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-7325]


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

SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-25492; 812-12644]


Nationwide Life Insurance Company, et al.; Notice of Application

March 21, 2002.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application under section 12(d)(1)(J) of the 
Investment Company Act of 1940 (``Act'') for an exemption from sections 
12(d)(1)(A) and (B) of the Act and under sections 6(c) and 17(b) of the 
Act for an exemption from section 17(a) of the Act.

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

Summary of Application: The order would permit certain registered open-
end management investment companies to acquire shares of other 
registered open-end management investment companies and unit investment 
trusts both within and outside the same group of investment companies.
    Applicants: Nationwide Life Insurance Company (``NLIC''), Gartmore 
Mutual Funds (``GMF''), Gartmore Variable Insurance Trust (``GVIT''), 
Gartmore Mutual Fund Capital Trust (``GMFCT''), Gartmore Global Asset 
Management Trust (``GGAMT'') and Gartmore Morley Capital Management 
(``GMCM'' and, together with GMFCT and GGAMT, the ``Advisers'').
    Filing Dates: The application was filed on September 12, 2001 and 
amended on March 21, 2002.
    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 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 15, 2002, 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 may request notification of a hearing by writing to 
the Commission's Secretary.

ADDRESSES: Secretary, Commission, 450 Fifth Street, NW., Washington, DC 
20549-0609. Applicants, One Nationwide Plaza, Columbus, OH 43215.

FOR FURTHER INFORMATION CONTACT: John L. Sullivan, Senior Counsel, at 
(202) 942-0681, or Nadya B. Roytblat, Assistant Director, at (202) 942-
0564 (Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Branch, 450 Fifth Street, NW., 
Washington, DC 20549-0102 (tel. 202-942-8090).

Applicants' Representations

    1. GMF is an Ohio business trust registered under the Act as an 
open-end management investment company. GVIT is a Massachusetts 
business trust registered under the Act as an open-end management 
investment company. The Gartmore Investment Companies (as defined 
below) are comprised of separate series, each of which represents a 
separate portfolio of securities with its own investment objectives and 
policies. The term ``Gartmore Investment Companies'' refers to GMF and 
GVIT and any current or future registered open-end management 
investment companies that are part of the ``same group of investment 
companies'' (as defined in section 12(d)(1)(G) of the Act) as GMF and 
GVIT.
    2. NLIC is a stock life insurance company organized under the laws 
of the state of Ohio and a wholly owned subsidiary of Nationwide 
Financial Services, Inc. (``NFS''), a provider of diversified financial 
services.\1\ NLIC issues variable insurance contracts, which offer 
opportunities to invest in the Gartmore Investment Companies through 
separate accounts registered under the Act (``Registered Separate 
Accounts'') and separate accounts exempt from registration under the 
Act (``Unregistered Separate Accounts'' and, together with the 
Registered Separate Accounts, the ``Separate Accounts''). The Gartmore 
Investment Companies, including the Funds of Funds (as defined below), 
serve, although not exclusively, as funding mediums for the Separate 
Accounts and may serve, in the future, as funding mediums for Separate 
Accounts sponsored by insurance companies other than NLIC.
---------------------------------------------------------------------------

    \1\ For purposes of the requested relief, NLIC includes any 
entity controlling, controlled by, or under common control with 
NLIC.
---------------------------------------------------------------------------

    3. Applicants request relief to permit certain series of GMF and 
GVIT that are advised by an Adviser (the ``Funds of Funds'') to invest 
(a) in other series of the Gartmore Investment Companies (``Affiliated 
Underlying Funds'') and (b) in other registered open-end management 
investment companies and unit investment trusts that are not part of 
the ``same group of investment companies'' as the Gartmore Investment

[[Page 14736]]

Companies (``Unaffiliated Underlying Funds'' and, together with the 
Affiliated Underlying Funds, the ``Underlying Funds'').\2\
---------------------------------------------------------------------------

    \2\ For purposes of the requested relief, Adviser includes any 
entity controlling, controlled by, or under common control with an 
Adviser.
---------------------------------------------------------------------------

    4. Each Fund of Funds may make investments in government 
securities, short-term fixed income securities and other securities 
that are not issued by registered investment companies and which are 
consistent with its investment objectives and in a fixed rate 
investment contract issued by NLIC (``Nationwide Contract''). 
Applicants state that each Fund of Funds will enable investors to 
create a comprehensive asset allocation program with just one 
investment and will provide a simple, convenient and cost-efficient 
program for investors who are able to identify their investment goals 
and risk tolerances but may not be comfortable deciding how to invest 
their assets to achieve those goals.
    5. GMFCT, GGAMT, and GMCM are registered as investment advisers 
under the Investment Advisers Act of 1940. GMFCT serves as investment 
adviser to the Funds of Funds and certain other series of the Gartmore 
Investment Companies, including the GMF Index Funds. GMFCT is an 
indirect subsidiary of NFS. GGAMT serves as investment adviser to 
certain series of the Gartmore Investment Companies. GMCM serves as 
investment adviser to two series of GMF.

Applicants' Legal Analysis

A. Section 12(d)(1) of the Act

    1. Section 12(d)(1)(A) of the Act prohibits a registered investment 
company from acquiring shares of an investment company if the 
securities represent more than 3% of the total outstanding voting stock 
of the acquired company, more than 5% of the total assets of the 
acquiring company, or, together with the securities of any other 
investment companies, more than 10% of the total assets of the 
acquiring company. Section 12(d)(1)(B) of the Act prohibits a 
registered open-end investment company from selling its shares to 
another investment company if the sale will cause the acquiring company 
to own more than 3% of the acquired company's voting stock, or if the 
sale will cause more than 10% of the acquired company's voting stock to 
be owned by investment companies generally.
    2. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt any person, security, or transaction, or any class or classes of 
persons, securities or transactions, from any provision of section 
12(d)(1) if the exemption is consistent with the public interest and 
the protection of investors. Applicants seek an exemption under section 
12(d)(1)(J) to permit the Funds of Funds to acquire shares of 
Underlying Funds and to permit Underlying Funds to sell shares to the 
Funds of Funds beyond the limits set forth in sections 12(d)(1)(A) and 
(B).
    3. Applicants state that the proposed arrangement will not give 
rise to the policy concerns underlying sections 12(d)(1)(A) and (B), 
which include concerns about undue influence by a fund of funds over 
underlying funds, excessive layering of fees, and overly complex fund 
structures. Accordingly, applicants believe that the requested 
exemption is consistent with the public interest and the protection of 
investors.
    4. Applicants state that the proposed arrangement will not result 
in undue influence by a Fund of Funds or its affiliates over Underlying 
Funds. To limit the control that a Fund of Funds may have over an 
Unaffiliated Underlying Fund, applicants propose a condition 
prohibiting the Advisers, the Fund of Funds, and certain affiliates 
(individually or in the aggregate) from controlling an Unaffiliated 
Underlying Fund within the meaning of section 2(a)(9) of the Act.
    5. To limit further the potential for undue influence by a Fund of 
Funds or its affiliates over an Unaffiliated Underlying Fund, 
applicants state that a Fund of Funds and its Adviser, promoter, and 
principal underwriter, and any person controlling, controlled by, or 
under common control with any of those entities (each, a ``Fund of 
Funds Affiliate'') will not cause any investment by the Fund of Funds 
in shares of an Unaffiliated Underlying Fund to influence the terms of 
any services or transactions between the Fund of Funds or a Fund of 
Funds Affiliate and the Unaffiliated Underlying Fund or its investment 
adviser, sponsor, promoter, principal underwriter, and any person 
controlling, controlled by, or under common control with any of those 
entities (each, an ``Unaffiliated Fund Affiliate''). The board of 
trustees of the Fund of Funds (``Board''), including a majority of the 
trustees who are not ``interested persons,'' as defined in section 
2(a)(19) of the Act (``Disinterested Trustees''), also will adopt 
procedures designed to assure that the Adviser is conducting the 
investment program of the Fund of Funds without taking into account any 
consideration received by the Fund of Funds or a Fund of Funds 
Affiliate from an Unaffiliated Underlying Fund or an Unaffiliated Fund 
Affiliate in connection with any services or transactions. The board of 
each Unaffiliated Underlying Fund that is organized as an open-end 
management investment company (``Unaffiliated Fund''), including a 
majority of the Disinterested Trustees, also will determine that, among 
other things, any consideration paid by the Unaffiliated Fund to the 
Fund of Funds or a Fund of Funds Affiliate is fair and reasonable and 
does not involve overreaching on the part of any person concerned.
    6. To avoid the possibility that a Fund of Funds or a Fund of Funds 
Affiliate could force an Unaffiliated Underlying Fund to purchase 
certain securities, applicants state that a Fund of Funds will not 
cause an Unaffiliated Underlying Fund to purchase a security from an 
underwriting or selling syndicate in which a principal underwriter is 
an officer, director, member of an advisory board, investment adviser, 
or employee of the Fund of Funds, or a person of which any such 
officer, director, member of an advisory board, investment adviser, or 
employee is an affiliated person (each, an ``Underwriting Affiliate''). 
For the purpose of the requested relief, an offering of securities 
during the existence of an underwriting or selling syndicate of which a 
principal underwriter is an Underwriting Affiliate is considered an 
``Affiliated Underwriting.''
    7. Applicants further state that the board of an Unaffiliated Fund, 
including a majority of the Disinterested Trustees, will adopt 
procedures designed to monitor any purchases of securities by the 
Unaffiliated Fund in Affiliated Underwritings, including any purchases 
made directly from each Underwriting Affiliate, and will make certain 
findings to assess whether the purchases were influenced by the 
investment by the Fund of Funds in shares of the Unaffiliated Fund. An 
Unaffiliated Fund will keep certain records concerning these purchases.
    8. As an additional assurance that an Unaffiliated Fund understands 
the implications of an investment by a Fund of Funds under the 
requested order, the Fund of Funds and Unaffiliated Fund will execute 
an agreement (prior to an investment in the shares of the Unaffiliated 
Fund in excess of the limits of section 12(d)(1)(A)(i) of the Act) 
stating that the Unaffiliated Fund understands the terms and conditions 
of the order and agrees to fulfill its responsibilities under the 
order. Applicants note that an Unaffiliated Underlying Fund may choose 
to reject an investment from a Fund of Funds.

[[Page 14737]]

    9. Applicants do not believe that the proposed arrangement will 
involve excessive layering of fees. With respect to Registered Separate 
Accounts that invest in a Fund of Funds, no sales load will be charged 
at the Fund of Funds level or at the Underlying Fund level. Other sales 
charges and service fees, as defined in rule 2830 of the Conduct Rules 
of the National Association of Securities Dealers, Inc. (``NASD''), if 
any, will only be charged at the Fund of Funds level or at the 
Underlying Fund level, not both. With respect to other investments in a 
Fund of Funds, any sales charges and/or service fees charged with 
respect to shares of a Fund of Funds will not exceed the limits 
applicable to a fund of funds set forth in rule 2830 of the Conduct 
Rules of the NASD. Applicants represent that, with respect to an 
investment by a Registered Separate Account in a Fund of Funds, the 
aggregate of all fees and charges at all levels will be reasonable in 
relation to the services rendered, the expenses expected to be incurred 
and the risks assumed by the applicable parties.
    10. In addition, applicants note that the Board of a Fund of Funds, 
including a majority of the Disinterested Trustees, would be required 
to determine that the advisory or management fees charged to the Fund 
of Funds are based on services provided that are in addition to, rather 
than duplicative of, services provided to Underlying Funds in which a 
Fund of Funds invest. Furthermore, an Adviser to a Fund of Funds will 
waive or offset fees otherwise payable to the Adviser by a Fund of 
Funds in an amount at least equal to any compensation received by the 
Adviser or an affiliated person of the Adviser from an Unaffiliated 
Underlying Fund in connection with the investment by a Fund of Funds in 
the Unaffiliated Underlying Fund.
    11. Applicants state that the proposed arrangement will not create 
an overly complex fund structure. Applicants note that an Underlying 
Fund will be prohibited from acquiring securities of any investment 
company in excess of the limits contained in section 12(d)(1)(A) of the 
Act, except to the extent permitted by an exemptive order. Applicants 
also represent that a Fund of Fund's prospectus and sales literature 
will contain clear, concise ``plain English'' disclosure designed to 
inform investors of the unique characteristics of the Fund of Funds' 
structure, including but not limited to, the expense structure and the 
additional expenses of investing in Underlying Funds.

B. Section 17(a) of the Act

    1. Section 17(a) of the Act generally prohibits sales or purchases 
of securities between a registered investment company and any 
affiliated person of the company or an affiliated person of such 
person. Section 2(a)(3) of the Act defines an ``affiliated person'' of 
another person to include, among others: (a) Any person that directly 
or indirectly owns, controls, or holds with power to vote 5% or more of 
the outstanding voting securities of the 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 the other 
person; and (c) any person directly or indirectly controlling, 
controlled by, or under common control with the other person.
    2. Applicants state that the Funds of Funds and the Affiliated 
Underlying Funds may be deemed to be under common control by virtue of 
having the same Adviser. Additionally, applicants state that a Fund of 
Funds and an Unaffiliated Underlying Fund may become affiliated persons 
if a Fund of Funds acquires more than 5% of the Unaffiliated Underlying 
Fund's outstanding voting securities. Applicants also state that GMFCT 
may be deemed an affiliated person of NLIC, the issuer of the 
Nationwide Contract, as they are both under the common control of NFS. 
The Funds of Funds, through their affiliation with NFS, may therefore 
be deemed affiliated persons of NLIC. In light of these possible 
affiliations, section 17(a) could prevent an Underlying Fund from 
selling shares to and redeeming shares from a Fund of Funds and 
purchasing the Nationwide Contract from NLIC.
    3. Section 17(b) of the Act authorizes the Commission to grant an 
order permitting a transaction otherwise prohibited by section 17(a) if 
it finds that (a) the terms of the proposed transaction, including the 
consideration to be paid or received, are fair and reasonable and do 
not involve overreaching on the part of any person concerned; (b) the 
proposed transaction is consistent with the policies of each registered 
investment company involved; and (c) the proposed transaction is 
consistent with the general purposes of the Act. Section 6(c) of the 
Act permits the Commission to exempt any person or transactions from 
any provision of the Act if such exemption is 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 
Act.
    4. Applicants submit that the proposed arrangement satisfies the 
standards for relief under sections 17(b) and 6(c) of the Act. 
Applicants state that the terms of the arrangement are fair and 
reasonable and do not involve overreaching. Applicants note that the 
consideration paid for the sale and redemption of shares of the 
Underlying Funds will be based on the net asset values of the 
Underlying Funds. Applicants state that the investment by a Fund of 
Funds in shares of the Underlying Funds and the Nationwide Contract and 
the issuance of shares of the Underlying Funds to a Fund of Funds will 
be effected in accordance with the investment policies contained in the 
registration statement of such Fund of Funds. In addition, the Fund of 
Funds will pay no sales load when purchasing the Nationwide Contract, 
and the guaranteed rate on the Nationwide Contract will be at least as 
favorable as the guaranteed rate on all other similar fixed contracts 
issued by NLIC. Furthermore, each Fund of Funds will be permitted to 
remove its assets from the Nationwide Contract at any time without the 
imposition of a sales charge or market value adjustment.

Applicants' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions:
    1. (a) The Advisers, (b) any person controlling, controlled by, or 
under common control with the Advisers, and (c) any investment company 
and any issuer that would be an investment company but for sections 
3(c)(1) or 3(c)(7) of the Act advised or sponsored by the Advisers or 
any person controlling, controlled by, or under common control with an 
Adviser (the ``Group'') will not control (individually or in the 
aggregate) an Unaffiliated Underlying Fund within the meaning of 
section 2(a)(9) of the Act. If, as a result of a decrease in the 
outstanding voting securities of an Unaffiliated Underlying Fund, the 
Group, in the aggregate, becomes a holder of more than 25% of the 
outstanding voting securities of the Unaffiliated Underlying Fund, then 
the Group (except for any member of the Group that is a Separate 
Account) will vote its shares of the Unaffiliated Underlying Fund in 
the same proportion as the vote of all other holders of the 
Unaffiliated Underlying Fund's shares. A Registered Separate Account 
will seek voting instructions from its contract holders and will vote 
its shares in accordance with the instructions received and will vote 
those shares for which no instructions were received in the same 
proportion as the shares for which instructions were received. An 
Unregistered Separate Account will either (i) vote its shares of the 
Unaffiliated Underlying Fund in the

[[Page 14738]]

same proportion as the vote of all other holders of the Unaffiliated 
Underlying Fund's shares; or (ii) seek voting instructions from its 
contract holders and vote its shares in accordance with the 
instructions received and vote those shares for which no instructions 
were received in the same proportion as the shares for which 
instructions were received.
    2. A Fund of Funds and a Fund of Funds Affiliate will not cause any 
existing or potential investment by the Fund of Funds in shares of an 
Unaffiliated Underlying Fund to influence the terms of any services or 
transactions between the Fund of Funds or a Fund of Funds Affiliate and 
the Unaffiliated Underlying Fund or an Unaffiliated Fund Affiliate.
    3. The Board of each Fund of Funds, including a majority of the 
Disinterested Trustees, will adopt procedures reasonably designed to 
assure that the Adviser is conducting the investment program of the 
Fund of Funds without taking into account any consideration received by 
the Fund of Funds or Fund of Funds Affiliate from an Unaffiliated 
Underlying Fund or an Unaffiliated Fund Affiliate in connection with 
any services or transactions.
    4. Once an investment by a Fund of Funds in the securities of an 
Unaffiliated Fund exceeds the limits of 12(d)(1)(A)(i) of the Act, the 
board of each such Unaffiliated Fund, including a majority of the 
Disinterested Trustees, will determine that any consideration paid by 
the Unaffiliated Fund to a Fund of Funds or a Fund of Funds Affiliate 
in connection with any services or transactions: (a) Is fair and 
reasonable in relation to the nature and quality of the services and 
benefits received by the Unaffiliated Fund; (b) is within the range of 
consideration that the Unaffiliated Fund would be required to pay to 
another unaffiliated entity in connection with the same services or 
transactions; and (c) does not involve overreaching on the part of any 
person concerned.
    5. No Fund of Funds or Fund of Funds Affiliate will cause an 
Unaffiliated Underlying Fund to purchase a security from an 
Underwriting Affiliate.
    6. The board of an Unaffiliated Fund, including a majority of the 
Disinterested Trustees, will adopt procedures reasonably designed to 
monitor any purchases of securities by the Unaffiliated Fund in an 
Affiliated Underwriting, once an investment by a Fund of Funds in the 
securities of the Unaffiliated Fund exceeds the limits of section 
12(d)(1)(A)(i) of the Act, including any purchases made directly from 
an Underwriting Affiliate. The board of the Unaffiliated Fund will 
review these purchases periodically, but no less frequently than 
annually, to determine whether the purchases were influenced by the 
investment by the Fund of Funds in shares of the Unaffiliated Fund. The 
board of the Unaffiliated Fund should consider, among other things, (a) 
whether the purchases were consistent with the investment objectives 
and policies of the Unaffiliated Fund; (b) how the performance of 
securities purchased in an Affiliated Underwriting compares to the 
performance of comparable securities purchased during a comparable 
period of time in underwritings other than Affiliated Underwritings or 
to a benchmark such as a comparable market index; and (c) whether the 
amount of securities purchased by the Unaffiliated Fund in Affiliated 
Underwritings and the amount purchased directly from an Underwriting 
Affiliate have changed significantly from prior years. The board will 
take any appropriate actions based on its review, including, if 
appropriate, the institution of procedures designed to assure that 
purchases of securities from Affiliated Underwritings are in the best 
interest of shareholders.
    7. The Unaffiliated Fund will maintain and preserve permanently in 
an easily accessible place a written copy of the procedures described 
in the preceding condition, and any modifications, and will maintain 
and preserve for a period of not less than six years from the end of 
the fiscal year in which any purchase from an Affiliated Underwriting 
occurred, the first two years in an easily accessible place, a written 
record of each purchase made once an investment by a Fund of Funds in 
the securities of an Unaffiliated Fund exceeds the limits of Section 
12(d)(1)(A)(i) of the Act, setting forth from whom the securities were 
acquired, the identity of the underwriting syndicate's members, the 
terms of the purchase, and the information or materials upon which the 
board's determinations were made.
    8. Prior to an investment in shares of an Unaffiliated Fund in 
excess of the limits in section 12(d)(1)(A)(i), the Fund of Funds and 
the Unaffiliated Fund will execute an agreement stating, without 
limitation, that the Unaffiliated Fund understand the terms and 
conditions of the order and agrees to fulfill its responsibilities 
under the order. At the time of its investment in shares of an 
Unaffiliated Fund in excess of the limits in section 12(d)(1)(A)(i), a 
Fund of Funds will notify the Unaffiliated Fund of the investment. At 
such time, the Fund of Funds also will transmit to the Unaffiliated 
Fund a list of the names of each Fund of Funds Affiliate and 
Underwriting Affiliate. The Fund of Funds will notify the Unaffiliated 
Fund of any changes to the list as soon as reasonably practicable after 
a change occurs. The Unaffiliated Fund and the Fund of Funds will 
maintain and preserve a copy of the order, the agreement, and the list 
with any updated information for a period of not less than six years 
from the end of the fiscal year in which any investment occurred, the 
first two years in an easily accessible place.
    9. Prior to approving any investment advisory or management 
contract under section 15 of the Act, the Board of each Fund of Funds, 
including a majority of the Disinterested Trustees, must find that the 
advisory or management fees charged under the contract are based on 
services provided that are in addition to, rather than duplicative of, 
the services provided to Underlying Funds in which the Fund of Funds 
will invest. This finding, and the basis upon which the finding was 
made, will be recorded fully in the minute books of the Fund of Funds.
    10. An Adviser to a Fund of Funds will waive or offset fees 
otherwise payable to the Adviser by the Fund of Funds in an amount at 
least equal to any compensation (including fees received pursuant to a 
plan adopted by an Unaffiliated Fund under rule 12b-1 under the Act) 
received by the Adviser or an affiliated person of the Adviser from an 
Unaffiliated Underlying Fund in connection with the investment by the 
Fund of Funds in the Unaffiliated Underlying Fund.
    11. With respect to Registered Separate Accounts that invest in a 
Fund of Funds, no sales load will be charged at the Fund of Funds level 
or at the Underlying Fund level. Other sales charges and service fees, 
as defined in rule 2830 of the Conduct Rules of the NASD, if any, will 
only be charged at the Fund of Funds level or at the Underlying Fund 
level, not both. With respect to other investments in a Fund of Funds, 
any sales charges and/or service fees charged with respect to shares of 
a Fund of Funds will not exceed the limits applicable to a fund of 
funds set forth in rule 2830 of the Conduct Rules of the NASD.
    12. No Underlying Fund will acquire securities of any other 
investment company in excess of the limits contained in section 
12(d)(1)(A) of the act, except to the extent that such Underlying Fund 
(i) receives securities of another investment company as a dividend or 
as a result of a plan of

[[Page 14739]]

reorganization of a company (other than a plan devised for the purpose 
of evading section 12(d)(1) of the Act); or (ii) acquires (or is deemed 
to have acquired) securities of another investment company pursuant to 
exemptive relief from the Commission permitting such Underlying Fund to 
(a) acquire securities of one more affiliated investment companies for 
short-term cash management purposes, or (b) engage in interfund 
borrowing and lending transactions.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-7325 Filed 3-26-02; 8:45 am]
BILLING CODE 8010-01-P