[Federal Register Volume 68, Number 30 (Thursday, February 13, 2003)]
[Notices]
[Pages 7401-7405]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-3579]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-25929; File No. 812-12576]


Great-West Life & Annuity Insurance Company et al.; Notice of 
Application

February 7, 2003.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of Application (the ``Application'') for an order under 
Sections 12(d)(1)(J), 17(b) and 6(c), of the Investment Company Act of 
1940, as amended (the ``Act''), providing exemptions from the 
limitations of Sections 12(d)(1)(A) and (B) and 17(a) of the Act.

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    Applicants: Great-West Life & Annuity Insurance Company 
(``GWL&A''), GW Capital Management, LLC, doing business as Maxim 
Capital Management, LLC (the ``Adviser''), and Maxim Series Fund, Inc. 
(the ``Fund'') (collectively with GWL&A and the Adviser, the 
``Applicants'').
    Relevant 1940 Act Sections: Order requested under Sections 
12(d)(1)(J), 17(b) and 6(c) of the Act for exemption from Sections 
12(d)(1)(A) and (B) and 17(a) of the Act.
    Summary of Application: Applicants seek an order of the Commission 
permitting any series of the Fund and any other registered open-end 
investment company that is part of the same ``group of investment 
companies,'' as defined in Section 12(d)(1)(G)(ii) of the Act, as the 
Fund and is, or will be, advised by the Adviser or any entity 
controlling, controlled by, or under common control with GWL&A, 
lawfully operating as a ``fund of funds'' (the ``Profile Portfolios''), 
to purchase guaranteed interest annuity contracts issued by GWL&A 
(``Fixed Contracts''), as well as contracts GWL&A may issue in the 
future that are substantially similar in all material respects to the 
Fixed Contracts (``Future Fixed Contracts''), and GWL&A to sell to any 
Profile Portfolio such Fixed Contracts or Future Fixed Contracts. 
Applicants request that the relief extend to any future series of the 
Fund and any other future investment company advised by the Adviser 
lawfully operating as a ``fund of funds'' (``Future Profile 
Portfolios'').
    Filing Date: The Application was filed on July 16, 2001, and 
amended and restated on February 6, 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 on this Application 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 March 4, 2003, 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 may request notification of a hearing by 
writing to the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, NW., Washington, DC 20549; Applicants, c/o Great-West Life & 
Annuity Insurance Company, GW Capital Management, LLC, and Maxim Series 
Fund, Inc., 8515 East Orchard Road, Greenwood Village, Colorado 80111.

FOR FURTHER INFORMATION CONTACT: Patrick F. Scott, Attorney, or Lorna 
J. MacLeod, Branch Chief, Office of Insurance Products, Division of 
Investment Management, at (202) 942-0670.

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, 450 Fifth Street, NW., 
Washington, DC 20549-0102 ((202) 942-8090).

Applicants' Representations

    1. GWL&A is a stock life insurance company organized and existing 
under the laws of the State of Colorado. GWL&A was originally organized 
udner the laws of the State of Kansas as National Interment 
Association, and later changed its name to Ranger National Life 
Insurance Company, and then to Insuramerica Corporation until 1982 when 
it was changed to GWL&A. In 1990, GWL&A was re-domesticated as a 
Colorado corporation.
    2. GWL&A is an indirect, wholly owned subsidiary of Great-West 
Lifeco Inc., an insurance holding company. Great-West Lifeco Inc. is a 
subsidiary of Power Financial Corporation, a financial services holding 
company based in Montreal, Canada. Power Corporation of Canada, a 
holding and management company, has voting control of Power Financial 
Corporation. Mr. Paul Desmarais, through a group of private holding 
companies, which he controls, has voting control of Power Corporation 
of Canada.
    3. GWL&A is authorized to write annuities and life insurance in 
forty-nine states, the District of Columbia, Puerto Rico, the U.S. 
Virgin Islands and Guam. As of December 31, 2001,

[[Page 7402]]

GWL&A had assets of over $28 billion. GWL&A is the issuer of the Fixed 
Contracts, which GWL&A will offer for sale to the Profile Portfolios, 
as described more fully below.
    4. The Adviser is a limited liability company organized under the 
laws of the State of Colorado and a wholly owned subsidiary of GWL&A. 
The Adviser is registered with the Commission as an investment adviser 
under the Investment Advisers Act of 1940, as amended. The Adviser 
serves as an investment adviser to the Fund. In addition to the Fund, 
the Adviser serves as an investment adviser to the Orchard Series Fund, 
a Delaware business trust that is registered with the Commission under 
the Act as an open-end management investment company of the series 
type. The Adviser also serves as investment adviser to Great-West 
Variable Annuity Account A, a managed separate account of GWL&A. As of 
December 31, 2001, the Adviser's assets under management totaled $7.5 
billion.
    5. The Fund is a Maryland corporation registered with the 
Commission under the Act as an open-end management company of the 
series type. The Fund is managed under the direction of its board of 
directors, and is not required to hold annual meetings of shareholders. 
The Fund currently consists of 36 series. Each series represents a 
separate investment portfolio (each a ``Portfolio''). Each Portfolio 
has its own investment objectives and policies. Shares of the 
Portfolios are offered for sale pursuant to a registration statement 
filed with the Commission under the Securities Act of 1933, as amended 
(the ``1933 Act''). Shares of the Portfolios are offered for sale to 
insurance companies, including GWL&A and its affiliates, for the 
purpose of funding variable life insurance policies and variable 
annuity contracts issued by those insurance companies. Shares of the 
Portfolios are also offered for sale to qualified plans of the type 
described in Treasury Regulation 1-817.5(f)(3)(iii), as permitted under 
an order of the Commission granting to the Fund an exemption from 
certain provisions of the Act.
    6. There are currently ten Profile Portfolios, each an existing 
Portfolio of the Fund. Each Profile Portfolio operates as a ``fund of 
funds'' pursuant to an order of the Commission permitting the Profile 
Portfolios to invest in other funds that are part of the same group of 
investment companies as the Profile Portfolios and in funds that are 
not part of the same group of investment companies in reliance on 
Section 12(d)(1)(F) of the Act. Each Profile Portfolio is designed to 
provide a different asset allocation program based on an investor's 
investment goals, risk tolerance, and investment horizon. The Profile 
Portfolios currently pursue their investment objectives by investing in 
other registered, open-end management companies that are part of the 
same group of investment companies as the Profile Portfolios 
(``Underlying Portfolios''). In addition, pursuant to an order of 
exemption issued in 1999 (the ``1999 Order''), the Profile Portfolios 
may invest in funds that are not part of the same group of investment 
companies in accordance with section 12(d)(1)(F) of the Act (``Other 
Portfolios'').
    7. The Profile Portfolios are designated into two groups, Profile I 
Portfolios and Profile II Portfolios, designed for two different 
distribution channels. Each group has one Portfolio with one of the 
following investment objectives: (i) Aggressive Profile--seek long-term 
capital appreciation primarily through investments in Underlying 
Portfolios that emphasize equity investments; (ii) Moderately 
Aggressive Profile--seek long-term capital appreciation primarily 
through investments in Underlying Portfolios that emphasize equity 
investments, and to a lesser degree, in Underlying Portfolios that 
emphasize fixed income investments; (iii) Moderate Profile--seek long-
term capital appreciation primarily through investments in Underlying 
Portfolios with a relatively equal emphasis on equity and fixed income 
investments; (iv) Moderately Conservative Profile--seek capital 
appreciation primarily through investments in Underlying Portfolios 
that emphasize fixed income investments, and to a lesser degree, in 
Underlying Portfolios that emphasize equity investments; and (v) 
Conservative Profile--seek capital preservation primarily through 
investments in Underlying Portfolios that emphasize fixed income 
investments.
    8. Subject to the supervision of the Board of Directors of the 
Fund, the Adviser uses a proprietary investment process for selecting 
Underlying Portfolios and Other Portfolios, which are placed in one of 
four equity asset classes (International, Small-Cap, Mid-Cap or Large-
Cap) or one of two fixed income asset classes (Bond or Short-Term 
Bond). The assets of each Profile Portfolio are allocated among those 
asset classes within specified percentages of assets based on the 
Profile Portfolio's investment objective. Each Profile Portfolio is 
periodically ``balanced'' to maintain the appropriate asset allocation 
based on the Profile Portfolio's investment objective, policies and 
restrictions. Additional Profile Portfolios may be established in the 
future. Any Future Profile Portfolio that purchases a Fixed Contract as 
a portfolio investment will be subject to the terms and conditions of 
this Application.
    9. GWL&A will issue the Fixed Contracts from its general account. 
As owner of a Fixed Contract, a Profile Portfolio will have the right 
to deposit funds from time to time with GWL&A. The deposits will accrue 
interest at a declared rate of interest, adjustable on a calendar 
quarter or other periodic basis, which is guaranteed to be no less than 
3% on an annual basis. A Profile Portfolio or GWL&A will be able to 
terminate a Fixed Contract at any time upon seven-days' written notice 
to the other party. Upon termination, GWL&A will be obligated to pay 
the Profile Portfolio within seven days the amount of the Profile 
Portfolio's deposits, plus interest earned thereon.
    10. The Profile Portfolios will pay no sales load of any kind in 
purchasing a Fixed Contract, and the guaranteed interest rate paid on 
the Fixed Contract will be at least as favorable as the guaranteed 
interest rate paid on other similar Fixed Contracts issued by GWL&A or 
other comparable companies. In addition, each Profile Portfolio will 
also be permitted to terminate a Fixed Contract at any time without the 
imposition of a market value adjustment or other charge or reduction.
    11. The Profile Portfolios currently pursue their investment 
objectives by investing exclusively in Underlying Portfolios and Other 
Portfolios. At a special meeting of shareholders held on April 4, 2002, 
the Fund sought and obtained shareholders' approval of a proposal that 
would allow the Profile Portfolios to pursue their overall investment 
objectives by investing primarily in Underlying Portfolios, and also in 
liquid, short-term fixed income investments, the Fixed Contracts, and 
``government securities'' as defined in Section 2(a)(16) of the Act. 
Applicants believe that they will be able to implement the asset 
allocation programs of the Profile Portfolios more efficiently and 
cost-effectively, and therefore at less expense to shareholders, if the 
Profile Portfolios are able, consistent with their investment 
objectives, to invest in Fixed Contracts and other short-term fixed 
income investments.
    12. The registration statement for each Profile Portfolio will 
describe the nature and extent of the Profile Portfolio's permissible 
investments in Underlying Portfolios and Other Portfolios, subject

[[Page 7403]]

to receipt of the order granting the requested exemption, in Fixed 
Contracts and other short-term fixed income investments. Each Profile 
Portfolio will limit its investments in Fixed Contacts and other short-
term fixed income investments to the amount of portfolio assets that 
the Profile Portfolio may allocate to the ``Short-Term Bond'' asset 
class, as specified in the Profile Portfolio's then-current 
registration statement, subject to such other limitations as may apply 
under the Act or the Profile Portfolio's other investment policies and 
restrictions. Currently, the percentages of portfolio assets allocable 
to the Short-Term Bond asset class based on overall investment 
objective are as follows: (i) 25-40% for the Conservative Profile; (ii) 
5-25% for the Moderately Conservative Profile; (iii) 5-250% for the 
Moderate Profile; (iv) 0-10% for the Moderately Aggressive Profile; and 
(v) 0-10% for the Aggressive Profile.

Applicant's Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company may acquire securities of another investment company 
if such securities represent more than 3% of the acquired company's 
outstanding voting stock, more than 5% of the acquiring company's total 
assets, or if such securities, together with the securities of any 
other acquired investment companies, represent more than 10% of the 
acquiring company's total assets. Section 12(d)(1)(B) of the Act 
provides that no registered open-end investment company may sell its 
securities 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.
    2. Section 12(d)(1)(G) of the Act provides that Section 12(d)(1) 
shall not apply to the securities of an acquired company purchased by 
an acquiring company if: (i) The acquiring company and the acquired 
company are part of the same group of investment companies; (ii) the 
acquiring company holds only securities of acquired companies that are 
part of the same group of investment companies, government securities 
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not 
excessive under rules adopted pursuant to Section 22(b) or Section 
22(c) of the Act by a securities association registered under Section 
15A of the Securities Exchange Act of 1934, or the Commission; and (iv) 
the acquired company has a policy that prohibits it from acquiring 
securities of registered open-end investment companies or registered 
unit investment trusts in reliance on Section 12(d)(1)(F) or (G). 
Section 12(d)(1)(G)(ii) defines the term ``group of investment 
companies'' to mean any two or more registered investment companies 
that hold themselves out to investors as related companies for purposes 
of investment and investor services. Because the Profile Portfolios 
will invest in shares of Other Portfolios, they cannot rely on the 
exemption from Sections 12(d)(1)(A) and (B) afforded by Section 
12(d)(1)(G).
    3. Section 12(d)(1)(F) of the Act provides that Section 12(d)(1) 
shall not apply to securities purchased by an acquiring company if the 
company and its affiliates own no more than 3% of an acquired company's 
securities, provided that the acquiring company does not impose a sales 
load of more than 1.5% on its shares. In addition, Section 12(d)(1)(F) 
provides that no acquired company is obligated to honor any acquiring 
company redemption request in excess of 1% of the acquired company's 
securities during any period of less than 30 days, and the acquiring 
company must vote its acquired company shares either in accordance with 
instructions from its shareholders or in the same proportion as all 
other shareholders of the acquired company.
    4. Applicants may not rely on the exemption provided by Section 
12(d)(1)(G) for several reasons. First, Section 12(d)(1)(G)(i)(I) 
requires that a fund of funds relying on subparagraph (G), as well as 
all underlying funds, be part of the same ``group of investment 
companies'' as defined in Section 12(d)(1)(G)(ii). Pursuant to the 1999 
Order, the Profile Portfolios may invest not only in shares of 
Underlying Portfolios, but also, subject to the limitations described 
above, in shares of Other Portfolios. Second, Section 
12(d)(1)(G)(i)(II) limits the types of investments which a fund of 
funds relying on subparagraph (G) may hold to securities of funds that 
are part of the same ``group of investment companies'' as the fund of 
funds, Government securities and short-term paper. The Profile 
Portfolios, however, propose to invest not only in the types of 
securities that are described in Section 12(d)(1)(G)(i)(II) and in 
Other Portfolios, but also in shares of the Fixed Contracts.
    5. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt persons or transactions from any provision of Section 12(d)(1) 
if and to the extent such exemption is consistent with the public 
interest and the protection of investors.
    6. Applicants request relief under Section 12(d)(1)(J) of the Act 
from the limitations of Sections 12(d)(1)(A) and (B) to permit the 
Profile Portfolios to invest in the Underlying Portfolios and the Fixed 
Contract. Applicants are not requesting relief from any provision of 
Section 12(d)(1)(F), upon which the Profile Portfolios rely to invest 
in Other Portfolios.
    7. Applicants state that the Profile Portfolios' investments in the 
Underlying Portfolios do not raise the concerns about undue influence 
that Sections 12(d)(1)(A) and (B) were designed to address. Applicants 
further state that the proposed conditions would appropriately address 
any concerns about the layering of sales charges or other fees.
    8. The Profile Portfolios will invest in Other Portfolios only 
within the limits of Section 12(d)(1)(F).
    9. Section 17(a)(1) prohibits any affiliated person of a registered 
investment company, or an affiliated person of such affiliated person, 
from selling any security or other property to such registered company. 
Section 17(a)(2) of the Act prohibits any of the persons described in 
subsection (a)(1) from purchasing any security or other property from 
such registered investment company.
    10. Section 2(a)(3) of the Act defines ``affiliated person'' of 
another person in pertinent part as (i) 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; (ii) 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 the other person; (iii) any person directly or 
indirectly controlling, controlled by, or under common control with, 
such other person; or (iv) if such other person is an investment 
company, any investment adviser thereof or any member of an advisory 
board thereof.
    11. The Applicants submit that the Adviser may be deemed to be an 
affiliated person of the Fund because the Adviser is an investment 
adviser of the Fund and GWL&A may be deemed to be an affiliated person 
of the Adviser because GWL&A owns more than five percent of the 
outstanding voting securities of the Adviser, a wholly owned subsidiary 
of GWL&A. Therefore, any sale by GWL&A of a Fixed Contract to the 
Profile Portfolios could be deemed, absent relief, to be a principal 
transaction between the Fund and an affiliated person of an affiliated 
person

[[Page 7404]]

of the Fund in violation of Section 17(a)(1). The Applicants also 
submit that the Commission may determine that control by GWL&A over the 
Profile Portfolios exists because a wholly owned subsidiary of GWL&A, 
the Adviser, serves as an investment adviser of the Fund. Thus, any 
sale by GWL&A of a Fixed Contract to the Profile Portfolios could also 
be deemed, absent relief pursuant to Section 17(b), to be a principal 
transaction between the Fund and an affiliated person of the Fund in 
violation of Section 17(a)(1).
    12. Section 17(b) of the Act provides that, notwithstanding Section 
17(a), a person may file with the Commission an application for an 
order exempting a proposed transaction of the applicant from one or 
more provisions of that subsection. The Commission shall grant such 
application and issue such order of exemption if evidence establishes 
that: (i) 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; (ii) the 
proposed transaction is consistent with the policy of each registered 
investment company concerned as recited in its registration statement 
and reports filed under the Act; and (iii) the proposed transaction is 
consistent with the general purposes of the Act.
    13. Section 6(c) of the Act provides that the Commission, by rules 
and regulations upon its own motion, or by order upon application, may 
conditionally or unconditionally exempt any person, security, or 
transaction, or any class or classes of persons, securities, or 
transactions, from any provisions of the Act or of any rule or 
regulation thereunder. The Commission shall grant such exemption if and 
to the extent that 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.
    14. Applicants seek an order of the Commission under Section 17(b) 
and Section 6(c) of the Act, granting an exemption from the 
prohibitions of Section 17(a), that would permit GWL&A to sell, and any 
Profile Portfolio to purchase, from time to time, one or more Fixed 
Contracts in a manner consistent with the applicable Profile 
Portfolio's investment objective, policies and restrictions. Applicants 
are seeking relief pursuant to Section 6(c) in addition to Section 
17(b) because Section 17(b) could be interpreted as giving the 
Commission power to exempt only a single transaction from Section 
17(a), as opposed to an ongoing series of future transactions. 
Applicants contend that relief is appropriate under Section 17(b) 
because the proposed arrangement meets the requirements of that 
section, for the reasons set forth herein. Applicants also contend that 
relief under Section 6(c) is appropriate for the same reasons.
    15. Applicants assert that the terms of the proposed arrangement 
are fair and reasonable and do not involve overreaching. The proposed 
arrangement is not susceptible to the kinds of serious harms that could 
result from a violation of Section 17(a). For example, Section 17(a) 
was intended to guard against the possibility that ``an unscrupulous 
investment company might ``dump'' undesirable securities on a 
registered investment company or transfer desirable securities from a 
registered investment company to another more favored advisory client 
in the complex.'' Therefore, the Applicants contend that, under the 
facts presented in this Application, there is no likelihood of any 
overreaching in this regard because the Fixed Contracts will not be 
transferable. A Profile Portfolio will only invest in a Fixed Contract 
in a manner consistent with its investment policies and restrictions, 
and will not be permitted to transfer its ownership of a Fixed Contract 
to any other Profile Portfolio or other person. Rather, each Profile 
Portfolio will be permitted to remove its assets from a Fixed Contract 
at any time without imposition of any market value adjustment or other 
charge or deduction.
    16. Applicants further assert that Section 17(a) was also designed 
to guard against the possibility that an affiliated transaction might 
be effected at a price that is disadvantageous to the registered 
investment company. Under the proposed arrangement, however, the 
Applicants emphasize that the Profile Portfolios will pay no type of 
sales load in purchasing a Fixed Contract, and the guaranteed rate paid 
on the Fixed Contract will be at least as favorable as the guaranteed 
rate paid on other similar Fixed Contracts issued by GWL&A or other 
comparable companies, leaving no likelihood of overreaching by an 
affiliated person.
    17. Applicants assert that subject to any necessary shareholder 
approvals, the proposed transaction will be consistent with the 
investment objectives and policies of each Profile Portfolio. The 
assets of each Profile Portfolio will be invested in the Fixed 
Contracts in accordance with the investment policies and restrictions 
of the applicable Profile Portfolio, as set forth in its then-current 
registration statement.
    18. Applicants assert that the proposed arrangement is consistent 
with the general purposes of the Act. Section 17(a) is intended to 
prohibit affiliated persons in a position of influence or control over 
an investment company from furthering their own interest by selling 
securities or property that they own to an investment company at an 
inflated price, purchasing securities or property from an investment 
company at less than its fair value, or selling or purchasing 
securities or property on terms that involve other types of self-
dealing or overreaching by the affiliated person. For the reasons 
discussed above, Applicants contend that the proposed arrangement does 
not involve any such overreaching or self-dealing.

Applicants' Conditions

    Applicants agree that any order of the Commission granting the 
requested relief will be subject to the following conditions:
    1. All Underlying Portfolios will be part of the same ``group of 
investment companies,'' as defined in Section 12(d)(1)(G)(ii) of the 
Act, as the Profile Portfolios.
    2. No Underlying Portfolio 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 
Portfolio (a) receives securities of another investment company as a 
dividend or as a result of a plan of reorganization of a company (other 
than a plan devised for the purpose of evading Section 12(d)(1) of the 
Act); or (b) acquires (or is deemed to have acquired) securities of 
another investment company pursuant to exemptive relief from the 
Commission permitting such Underlying Portfolio to (i) acquire 
securities of one or more affiliated investment companies for short-
term cash management purposes; or (ii) engage in interfund borrowing 
and lending transactions. No Profile Portfolio will acquire securities 
of an Other Portfolio if, at the time of acquisition, the Other 
Portfolio owns securities of any other investment company in excess of 
the limits contained in Section 12(d)(1)(A) of the Act.
    3. No Profile Portfolio will impose a front-end sales charge in 
excess of one and one-half percent. Furthermore, any sales charges, 
distribution-related fees and service fees relating to the shares of 
the Profile Portfolios, when aggregated with any sales charges, 
distribution-related fees and service fees paid by the Profile 
Portfolios relating to their

[[Page 7405]]

acquisition, holding or disposition of shares of the Underlying 
Portfolios and Other Portfolios, will not exceed the limits set forth 
in Rule 2830 of the National Association of Securities Dealer Conduct 
Rules.
    4. Before approving any advisory contract under Section 15 of the 
Act, the Board, including a majority of the Directors who are not 
``interested persons,'' as defined in Section 2(a)(19), will find that 
the advisory fees charged under the contract are based on services 
provided that are in addition to, rather than duplicative of, services 
provided under any Underlying Portfolio or Other Portfolio advisory 
contract. This finding, and the basis upon which the finding was made, 
will be recorded fully in the minute books of the Fund.

Conclusion

    For the reasons stated herein, the Applicants submit that the terms 
of the contemplated transaction meet all of the requirements of 
Sections 12(d)(1)(J), 17(b) and 6(c) of the Act. Pursuant to Section 
12(d)(1)(J), exemption of this transaction is consistent with the 
public interest and the protection of investors. Pursuant to Section 
17(b), the terms of the proposed transaction are reasonable and fair 
and do not involve overreaching, the proposed transaction is consistent 
with the investment objectives and policies of each Profile Portfolio, 
and the proposed transaction is consistent with the general purposes of 
the Act. Similarly, under Section 6(c) of 3 the Act, Applicants submit 
that their request for an order 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. 
Furthermore, Applicants seek relief relating to Future Profile 
Portfolios and Future Fixed Contracts in order to avoid incurring the 
expense and effort of drafting, and to relieve the Commission from the 
corresponding burden of reviewing, duplicative exemptive applications. 
Applicants submit that an order should, therefore, be granted.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-3579 Filed 2-12-03; 8:45 am]
BILLING CODE 8010-01-P