John Hancock Life Insurance Company, et al., 13829-13837 [E7-5315]
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the collection of information on
respondents, including the use of
automated collection techniques or
other forms of information technology.
Title and purpose of information
collection:
Request for Internet Services, OMB
3220–0198.
The RRB uses a Personal
Identification Number (PIN)/Password
system that allows RRB customers to
conduct business with the agency
electronically. As part of the system, the
RRB collects information needed to
establish a unique PIN/Password that
allows customer access to RRB Internetbased services. The information
collected is matched against records of
the railroad employee that are
maintained by the RRB. If the
information is verified, the request is
approved and the RRB mails a Password
Request Code (PRC) to the requestor. If
the information provided cannot be
verified, the requestor is advised to
contact the nearest field office of the
RRB to resolve the discrepancy. Once a
PRC is obtained from the RRB, the
requestor can apply for a PIN/Password
online. Once the PIN/Password has been
established, the requestor has access to
RRB Internet-based services. The RRB
estimates that approximately 14,040
requests for PRCs and PIN/Passwords
are received annually and that it takes
5 minutes per response to secure a PRC
and 1.5 minutes to establish a PIN/
Password. Completion is voluntary,
however, the RRB will be unable to
provide a PRC or allow a requestor to
establish a PIN/Password (thereby
denying system access), if the requests
are not completed. The RRB proposes
non-burden impacting, editorial changes
to the PRC and PIN/Password screens.
Additional Information or Comments:
To request more information or to
obtain a copy of the information
collection justification, forms, and/or
supporting material, please call the RRB
Clearance Officer at (312) 751–3363 or
send an e-mail request to
Charles.Mierzwa@RRB.gov. Comments
regarding the information collection
should be sent to Ronald J. Hodapp,
Railroad Retirement Board, 844 N. Rush
Street, Chicago, Illinois 60611–2092 or
Ronald.Hodapp@RRB.GOV. Comments
should be received within 60 days of
this notice.
Charles Mierzwa,
Clearance Officer.
[FR Doc. E7–5365 Filed 3–22–07; 8:45 am]
BILLING CODE 7905–01–P
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SECURITIES AND EXCHANGE
COMMISSION
13829
Investment Management, at (202) 551–
6795.
The
following is a summary of the amended
and restated application. The complete
application is available for a fee from
the Public Reference Branch of the
Commission, 100 F Street, NE.,
Washington, DC 20549 (202–551–8090).
SUPPLEMENTARY INFORMATION:
[Release No. IC–27752; File No. 812–13318]
John Hancock Life Insurance
Company, et al.
March 19, 2007.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of application for an
order of approval pursuant to Section
26(c) of the Investment Company Act of
1940, as amended (the ‘‘Act’’).
AGENCY:
Applicants’ Representations
1. John Hancock USA, formerly
known as The Manufacturers Life
Insurance Company (U.S.A.), is a stock
life insurance company originally
organized under the laws of Maine on
Applicants: John Hancock Life
August 20, 1955 by a special act of the
Insurance Company (U.S.A.) (‘‘John
Maine legislature. John Hancock USA
Hancock USA’’), John Hancock Life
redomesticated under the laws of
Insurance Company (U.S.A.) Separate
Michigan on December 30, 1992.
Account H (‘‘Account H’’), John
2. Account H is registered under the
Hancock Life Insurance Company of
Act as a unit investment trust (File No.
New York (‘‘John Hancock New York’’)
811–4113). The variable annuity
and John Hancock Life Insurance
contracts funded by Account H that are
Company of New York Separate
affected by this application are Scudder
Account A (‘‘Account A’’) (collectively
Wealthmark Annuity (File Nos. 333–
the ‘‘Applicants’’).
70728 and 333–70730) and Scudder
SUMMARY: Applicants seek an order
Wealthmark ML3 Annuity (File No.
approving the substitution of shares of
333–70850).
certain series of John Hancock Trust
3. John Hancock New York, formerly
(‘‘JHT’’) for shares of certain series of
known as The Manufacturers Life
other, unaffiliated, registered
Insurance Company of New York, is a
investment companies as described
wholly-owned subsidiary of John
herein.
Filing Date: The application was filed Hancock USA and is a stock life
insurance company organized under the
on July 31, 2006, and an amended and
restated application was filed on March laws of New York on February 10, 1992.
4. Account A is registered under the
8, 2007.
Hearing or Notification of Hearing: An Act as a unit investment trust (File No.
811–6584). It is used to fund variable
order granting the application will be
annuity contracts of John Hancock New
issued unless the Commission orders a
hearing. Interested persons may request York. The variable annuity contracts
funded by Account A that are affected
a hearing by writing to the Secretary of
the Commission and serving Applicants by this application are Scudder
with a copy of the request personally or Wealthmark Annuity for New York (File
Nos. 33–79112 and 33–46217) and
by mail. Hearing requests must be
Scudder Wealthmark ML3 Annuity for
received by the Commission by 5:30
New York (File No. 333–83558).
p.m. on April 13, 2007, and should be
5. The individual and group variable
accompanied by proof of service on
annuity contracts affected by this
Applicants in the form of an affidavit or,
application are collectively referred to
for lawyers, a certificate of service.
Hearing requests should state the nature as the ‘‘Contracts.’’
6. Each of the Contracts permits its
of the requester’s interest, the reason for
owners to allocate the Contract’s
the request, and the issues contested.
accumulated value among numerous
Persons who wish to be notified of a
available Subaccounts, each of which
hearing may request notification by
invests in a different investment
writing to the Secretary of the
portfolio (‘‘Fund’’) of an underlying
Commission.
mutual fund.
ADDRESSES: Secretary, Securities and
7. Each Contract permits its owner to
Exchange Commission, 100 F Street,
transfer the Contract’s accumulated
NE., Washington, DC 20549. Applicants, value from one Subaccount to another
c/o Raymond A. O’Hara III, Blazzard &
Subaccount of the issuing Separate
Hasenauer, P.C., 1375 Kings Highway
Account at any time, subject to certain
East, Suite 220, Fairfield, CT 06824.
potential restrictions and charges
described in the Contracts and
FOR FURTHER INFORMATION CONTACT:
Prospectuses relating to the Contracts.
Alison T. White, Senior Counsel, or
To the extent that the Contracts contain
Joyce M. Pickholz, Branch Chief, Office
restrictions or limitations on an owner’s
of Insurance Products, Division of
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right to transfer, such restrictions and
limitations will be suspended in
connection with the transfers as
described in further detail elsewhere
herein.
8. Each Insurance Company reserves
the right to make certain changes,
including the right to substitute, for the
shares held in any Subaccount, the
shares of another Fund or the shares of
another underlying mutual fund, as
stated in each prospectus for the
Contracts.
9. Shares of JHT are sold exclusively
to insurance company separate accounts
to fund benefits under variable annuity
contracts and variable life insurance
policies sponsored by the Insurance
Companies or their affiliates, and to
employer pension and profit sharing
plans. JHT is registered under the Act as
an open-end management investment
company of the series type, and its
securities are registered under the 1933
Act, File Nos. 002–94157/811–04146
and 33–02081/811–04490. John
Hancock Investment Management
Existing funds
Replacement funds
sroberts on PROD1PC70 with NOTICES
AIM V.I. Utilities Fund—Series II ..............................................................
DWS Blue Chip VIP—Series II, Class B
DWS Health Care VIP—Series I, Class B
DWS Technology VIP—Series II, Class B
The Dreyfus Socially Responsible Growth Fund, Inc.—Service Class ...
DWS Dreman High Return Equity VIP—Series II, Class B
DWS Janus Growth and Income VIP—Series II, Class B
Alger American Leveraged AllCap Portfolio—Class S ............................
DWS Large Cap Value VIP—Series II, Class B ......................................
DWS Davis Venture Value VIP—Series II, Class B ................................
DWS Dreman Small Cap Value VIP—Series II, Class B ........................
DWS Small Cap Growth VIP—Series II, Class B
Alger American Balanced Portfolio—Class S ..........................................
DWS Balanced VIP—Series II, Class B
DWS RREEF Real Estate Securities VIP—Class B ................................
DWS International VIP—Series I, Class B ...............................................
DWS Global Thematic VIP—Series II, Class B .......................................
DWS Global Opportunities VIP—Series I, Class B
DWS Bond VIP—Series I, Class B ..........................................................
DWS High Income VIP—Series II, Class B .............................................
DWS Strategic Income VIP—Series II, Class B
DWS Core Fixed Income VIP—Series II, Class B ...................................
DWS Growth Allocation VIP—Series II, Class B .....................................
DWS Moderate Allocation VIP—Series II, Class B .................................
DWS Conservative Allocation VIP—Series II, Class B ............................
Dreyfus MidCap Stock Portfolio—Service Class .....................................
DWS Mid Cap Growth VIP—Series II, Class B .......................................
DWS Turner Mid Cap Growth VIP—Series II, Class B
DWS Capital Growth VIP—Series I, Class B ..........................................
DWS Growth and Income VIP—Series I, Class B
DWS International Select Equity VIP—Series II, Class B .......................
Credit Suisse Trust Emerging Markets Portfolio
Credit Suisse Trust Global Small Cap Portfolio
DWS Government & Agency Securities VIP—Series II, Class B ............
DWS Money Market VIP—Series II, Class B
11. With respect to each substitution,
the investment objectives and
comparative fund expenses for each
Existing Fund and each Replacement
Fund are below. Asset sizes and
comparative performance history for
each Existing Fund and each
Replacement Fund can be found in the
application filed with the Commission.
12. AIM V.I. Utilities Fund—JHT
Total Stock Market Index Trust: The
AIM V.I. Utilities Fund seeks capital
growth and current income. The Fund
normally invests at least 80% of its net
assets in the equity securities and
equity-related instruments of companies
engaged in utilities-related industries.
The JHT Total Stock Market Index Trust
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Services, LLC (formerly, Manufacturers
Securities Services, LLC) (‘‘JHIMS’’), is
the investment adviser to JHT, and each
series has its own subadviser.
10. Each Insurance Company, on its
behalf and on behalf of the Separate
Accounts, proposes to make certain
substitutions of shares of thirty-five
funds (the ‘‘Existing Funds’’) held in the
Subaccounts of its respective Separate
Accounts with certain Series (the
‘‘Replacement Funds’’) of JHT as
follows:
JHT Total Stock Market Index Trust—Series II.
JHT Quantitative All Cap Trust—Series II.
JHT
JHT
JHT
JHT
All Cap Core Trust—Series II.
Quantitative Value Trust—Series II.
Fundamental Value Trust—Series II.
Small Cap Index Trust—Series II.
JHT Index Allocation Trust—Series II.
JHT Real Estate Securities Trust—Series II.
JHT International Value Trust—Series II.
JHT Global Trust—Series II.
JHT Bond Index Trust—Series II.
JHT Active Bond Trust—Series II.
JHT
JHT
JHT
JHT
JHT
JHT
Investment Quality Bond Trust—Series II.
Lifestyle Growth Trust—Series II.
Lifestyle Balanced Trust—Series II.
Lifestyle Moderate Trust—Series II.
Mid Cap Index Trust—Series II.
Quantitative Mid Cap Trust—Series II.
JHT 500 Index Trust B.
JHT International Equity Index Trust B.
JHT Money Market Trust B.
seeks to approximate the aggregate total
return of the Dow Jones Wilshire 5000
Index (‘‘Wilshire 5000 Index’’). The
Trust invests, under normal market
conditions, at least 80% of its net assets
(plus any borrowings for investment
purposes) in the common stocks that are
included in the Wilshire 5000 Index,
and securities (which may or may not be
included in the Wilshire 5000 Index)
that the sub-adviser believes as a group
will behave in a manner similar to the
Wilshire 5000 Index.
13. DWS Blue Chip VIP—JHT Total
Stock Market Index Trust: DWS Blue
Chip VIP seeks growth of capital and
income. Under normal circumstances,
the portfolio invests at least 80% of net
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assets, plus the amount of any
borrowings for investment purposes, in
common stocks of large U.S. companies
that are similar in size to the companies
in the S&P 500 Index and that the
portfolio managers consider to be ‘‘blue
chip’’ companies. The JHT Total Stock
Market Index Trust seeks to
approximate the aggregate total return of
the Wilshire 5000 Index. The Trust
invests, under normal market
conditions, at least 80% of its net assets
(plus any borrowings for investment
purposes) in the common stocks that are
included in the Wilshire 5000 Index,
and securities (which may or may not be
included in the Wilshire 5000 Index)
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that the sub-adviser believes as a group
will behave in a manner similar to the
Wilshire 5000 Index.
14. DWS Health Care VIP—JHT Total
Stock Market Index Trust: DWS Health
Care VIP seeks long-term growth of
capital by investing at least 80% of total
assets, plus the amount of any
borrowings for investment purposes, in
common stocks of companies in the
health care sector. The JHT Total Stock
Market Index Trust seeks to
approximate the aggregate total return of
the Wilshire 5000 Index. The Trust
invests, under normal market
conditions, at least 80% of its net assets
(plus any borrowings for investment
purposes) in the common stocks that are
included in the Wilshire 5000 Index,
and securities (which may or may not be
included in the Wilshire 5000 Index)
that the sub-adviser believes as a group
will behave in a manner similar to the
Wilshire 5000 Index.
15. DWS Technology VIP—JHT Total
Stock Market Index Trust: DWS
Technology VIP seeks growth of capital
by, under normal circumstances,
investing at least 80% of net assets, plus
the amount of any borrowings for
investment purposes, in common stocks
of U.S. companies in the technology
sector. The JHT Total Stock Market
Index Trust seeks to approximate the
aggregate total return of the Wilshire
5000 Index. The Trust invests, under
normal market conditions, at least 80%
of its net assets (plus any borrowings for
investment purposes) in the common
stocks that are included in the Wilshire
5000 Index, and securities (which may
or may not be included in the Wilshire
5000 Index) that the sub-adviser
believes as a group will behave in a
manner similar to the Wilshire 5000
Index.
16. The Dreyfus Socially Responsible
Growth Fund, Inc.—JHT Quantitative
All Cap Trust: The Dreyfus Socially
Responsible Growth Fund, Inc. seeks to
provide capital growth, with current
income as a secondary goal by investing,
under normal circumstances, at least
80% of its assets in the common stocks
of companies that, in the opinion of the
fund’s management, meet traditional
investment standards and conduct their
business in a manner that contributes to
the enhancement of the quality of life in
America. The JHT Quantitative All Cap
Trust seeks long-term growth of capital.
The portfolio seeks to achieve its
objective by investing, under normal
circumstances, primarily in equity
securities of U.S. companies.
17. DWS Dreman High Return Equity
VIP—The JHT Quantitative All Cap
Trust: DWS Dreman High Return Equity
VIP seeks to achieve a high rate of total
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return. Under normal circumstances, the
portfolio invests at least 80% of net
assets, plus the amount of any
borrowings for investment purposes, in
common stocks and other equity
securities. The JHT Quantitative All Cap
Trust seeks long-term growth of capital
by investing, under normal
circumstances, primarily in equity
securities of U.S. companies.
18. DWS Janus Growth and Income
VIP—JHT Quantitative All Cap Trust:
DWS Janus Growth and Income VIP
seeks long-term capital growth and
current income. The portfolio normally
emphasizes investments in equity
securities. The JHT Quantitative All Cap
Trust seeks long-term growth of capital.
Under normal circumstances, the
portfolio primarily invests in equity
securities of U.S. companies.
19. Alger American Leveraged AllCap
Portfolio—JHT All Cap Core Trust: The
Alger American Leveraged AllCap
Portfolio seeks long-term capital
appreciation. The portfolio invests
primarily in equity securities, such as
common or preferred stocks, which are
listed on U.S. exchanges or in the overthe-counter market. The JHT All Cap
Core Trust seeks long-term growth of
capital. The portfolio invests in
common stocks and other equity
securities within all asset classes (small,
mid and large cap) and primarily within
the Russell 3000 Index.
20. DWS Large Cap Value VIP—JHT
Quantitative Value Trust: DWS Large
Cap Value VIP seeks to achieve a high
rate of total return. Under normal
circumstances, the portfolio invests at
least 80% of net assets, plus the amount
of any borrowings for investment
purposes, in common stocks and other
equity securities, of large U.S.
companies that are similar in size to the
companies in the Russell 1000 Value
Index and that the portfolio managers
believe are undervalued. The JHT
Quantitative Value Trust seeks longterm capital appreciation. The portfolio
invests primarily in large-cap U.S.
securities with the potential for longterm growth of capital.
21. DWS Davis Venture Value VIP—
JHT Fundamental Value Trust: Both
DWS Davis Venture Value VIP and JHT
Fundamental Value Trust seek growth
of capital. The DWS Davis Venture
Value VIP invests primarily in common
stocks of U.S. companies with market
capitalizations of at least $5 billion. The
JHT Fundamental Value Trust invests,
under normal market conditions,
primarily in common stocks of U.S.
companies with market capitalizations
of at least $10 billion.
22. DWS Dreman Small Cap Value
VIP–JHT Small Cap Index Trust: DWS
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13831
Dreman Small Cap Value VIP seeks
long-term capital appreciation. Under
normal circumstances, the portfolio
invests at least 80% of net assets, plus
the amount of any borrowings for
investment purposes, in undervalued
common stocks of small U.S.
companies, which the portfolio defines
as companies that are similar in market
value to those in the Russell 2000 Value
Index. The JHT Small Cap Index Trust
seeks to approximate the aggregate total
return of the Russell 2000 Index. The
Trust invests, under normal market
conditions, at least 80% of its net assets,
plus any borrowings for investment
purposes, in the common stocks that are
included in the Russell 2000 Index, and
securities (which may or may not be
included in the Russell 2000 Index) that
the sub-adviser believes as a group will
behave in a manner similar to the
Russell 2000 Index.
23. DWS Small Cap Growth VIP—JHT
Small Cap Index Trust: DWS Small Cap
Growth VIP seeks maximum
appreciation of investors’ capital. Under
normal circumstances, the portfolio
invests at least 80% of net assets, plus
the amount of any borrowings for
investment purposes, in small
capitalization stocks similar in size to
those comprising the Russell 2000
Growth Index. The JHT Small Cap Index
Trust seeks to approximate the aggregate
total return of the Russell 2000 Index.
The Trust invests, under normal market
conditions, at least 80% of its net assets,
plus any borrowings for investment
purposes, in the common stocks that are
included in the Russell 2000 Index, and
securities (which may or may not be
included in the Russell 2000 Index) that
the sub-adviser believes as a group will
behave in a manner similar to the
Russell 2000 Index.
24. Alger American Balanced
Portfolio—JHT Index Allocation Trust:
The Alger American Balanced Portfolio
seeks current income and long-term
capital appreciation. Under normal
circumstances, the portfolio will invest
at least 25% of its net assets in fixedincome securities and at least 25% of its
net assets in equity securities. The JHT
Index Allocation Trust seeks long-term
growth of capital by investing
approximately 30% of the portfolio’s
assets in fixed income index funds and
approximately 70% of its assets in
equity index funds. Current income is
also a consideration.
25. DWS Balanced VIP—JHT Index
Allocation Trust: The DWS Balanced
VIP seeks high total return, a
combination of income and capital
appreciation. The portfolio normally
invests approximately 60% of its net
assets in common stocks and other
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equity securities and approximately
40% of its net assets in fixed income
securities. The JHT Index Allocation
Trust seeks long-term growth of capital
by investing approximately 30% of the
portfolio’s assets in fixed income index
funds and approximately 70% of its
assets in equity index funds. Current
income is also a consideration.
26. DWS RREEF Real Estate Securities
VIP—JHT Real Estate Securities Trust:
Both DWS RREEF Real Estate Securities
VIP and the JHT Real Estate Securities
Trust seek to achieve long-term capital
appreciation and current income
through investing, under normal market
conditions, at least 80% of net assets
(plus any borrowings for investment
purposes) in equity securities of real
estate investment trusts and real estate
companies.
27. DWS International VIP—JHT
International Value Trust: DWS
International VIP seeks long-term
growth of capital primarily through
diversified holdings of marketable
foreign equity investments. Although it
may invest in companies of any size and
from any country, it invests mainly in
common stocks of established
companies in countries with developed
economies. The JHT International Value
Trust seeks long-term growth of capital
by investing, under normal market
conditions, primarily in equity
securities of companies located outside
the U.S., including in emerging markets.
28. DWS Global Thematic VIP—JHT
Global Trust: DWS Global Thematic VIP
seeks long-term capital growth by
investing, under normal circumstances,
at least 80% of net assets, plus the
amount of any borrowings for
investment purposes, in common stocks
and other equities of companies
throughout the world that the portfolio
managers consider to be ‘‘blue chip’’
companies. The JHT Global Trust seeks
long-term capital appreciation by
investing, under normal market
conditions, at least 80% of its net assets
(plus any borrowings for investment
purposes) in the equity securities of
companies located anywhere in the
world, including emerging markets.
29. DWS Global Opportunities VIP—
JHT Global Trust: DWS Global
Opportunities VIP seeks above-average
capital appreciation over the long term
by investing at least 65% of total assets
in common stocks and other equities of
small companies throughout the world.
The JHT Global Trust seeks long-term
capital appreciation by investing, under
normal market conditions, at least 80%
of its net assets (plus any borrowings for
investment purposes) in the equity
securities of companies located
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anywhere in the world, including
emerging markets.
30. DWS Bond VIP—JHT Bond Index
Trust A: DWS Bond VIP seeks to
provide a high level of income
consistent with a high quality portfolio
of debt securities by investing, under
normal circumstances, at least 80% of
net assets, plus the amount of any
borrowings for investment purposes, in
bonds of any maturity. The JHT Bond
Index Trust A seeks to track the
performance of the Lehman Brothers
Aggregate Bond Index (‘‘Lehman
Index’’). The Lehman Index consists of
dollar denominated, fixed rate,
investment grade debt securities with
maturities generally greater than one
year and outstanding par values of at
least $200 million. Under normal
market conditions will invest at least
80% of its assets in securities listed in
the Lehman Index.
31. DWS High Income VIP—JHT
Active Bond Trust: DWS High Income
VIP seeks to provide a high level of
current income by investing, under
normal circumstances, at least 65% of
net assets, plus the amount of any
borrowings for investment purposes, in
junk bonds, which are those rated below
the fourth highest credit rating category
(i.e., grade BB/Ba and below). The JHT
Active Bond Trust seeks income and
capital appreciation by investing,
normally, at least 80% of its assets in a
diversified mix of debt securities and
instruments, including but not limited
to: U.S. Treasury and agency securities;
asset-backed securities and mortgagebacked securities; corporate bonds, both
U.S. and foreign; and foreign
government and agency securities.
32. DWS Strategic Income VIP—JHT
Active Bond Trust: DWS Strategic
Income VIP seeks a high current return
by investing mainly in bonds issued by
U.S. and foreign corporations and
governments. The JHT Active Bond
Trust seeks income and capital
appreciation by investing, normally, at
least 80% of its assets in a diversified
mix of debt securities and instruments,
including but not limited to: U.S.
Treasury and agency securities; assetbacked securities and mortgage-backed
securities; corporate bonds, both U.S.
and foreign; and foreign government
and agency securities.
33. DWS Core Fixed Income VIP—JHT
Investment Quality Bond Trust: DWS
Core Fixed Income VIP seeks high
current income by investing, under
normal circumstances, at least 80% of
its assets, plus the amount of any
borrowings for investment purposes, in
fixed income securities. The fixed
income securities are primarily
investment grade and within the top
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three rating catoegories. The JHT
Investment Quality Bond Trust seeks to
provide a high level of current income
consistent with the maintenance of
principal and liquidity by investing,
under normal market conditions, at least
80% of the portfolio’s net assets (plus
any borrowings for investment
purposes) in investment-grade bonds.
34. DWS Growth Allocation VIP—JHT
Lifestyle Growth Trust: DWS Growth
Allocation VIP seeks long-term growth
of capital by investing in a portfolio of
other portfolios (‘‘underlying
portfolios’’). The portfolio managers will
generally allocate the portfolio’s assets
in the following ranges: 20–40% in
underlying portfolios which invest
primarily in fixed income securities of
all credit qualities and maturities; and
60–80% in underlying portfolios which
invest primarily in equity securities of
all capitalization levels. The JHT
Lifestyle Growth Trust seeks long-term
growth of capital by investing in
underlying portfolios of JHT. The
portfolio invests approximately 20% of
its assets in underlying portfolios of JHT
which invest primarily in fixed income
securities and approximately 80% in
underlying portfolios of JHT which
invest primarily in equity securities.
35. DWS Moderate Allocation VIP—
JHT Lifestyle Balanced Trust: DWS
Moderate Allocation VIP seeks a balance
of long-term growth of capital and
current income with an emphasis on
growth of capital by investing in a
portfolio of other portfolios. The
portfolio managers will generally
allocate the portfolio’s assets in the
following ranges: 25–55% in underlying
portfolios which invest primarily in
fixed income securities of all credit
qualities and maturities; and 45–75% in
underlying portfolios which invest
primarily in equity securities of all
capitalization levels. The JHT Lifestyle
Balanced Trust seeks a balance between
a high level of current income and
growth of capital, with a greater
emphasis on growth of capital by
investing in underlying portfolios of
JHT. The portfolio invests
approximately 40% of its assets in
underlying portfolios of JHT which
invest primarily in fixed income
securities and approximately 60% in
underlying portfolios of JHT which
invest primarily in equity securities.
36. DWS Conservative Allocation
VIP—JHT Lifestyle Moderate Trust:
DWS Conservative Allocation VIP seeks
a balance of current income and longterm growth of capital with an emphasis
on current income by investing in a
portfolio of other portfolios. The
portfolio managers will generally
allocate the portfolio’s assets in the
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following ranges: 45–75% in underlying
portfolios which invest primarily in
fixed income securities of all credit
qualities and maturities; and 25–55% in
underlying portfolios which invest
primarily in equity securities of all
capitalization levels. The JHT Lifestyle
Moderate Trust seeks a balance between
a high level of current income and
growth of capital, with a greater
emphasis on income, by investing in
underlying portfolios of JHT. The
portfolio invests approximately 60% of
its assets in underlying portfolios of JHT
which invest primarily in fixed income
securities and approximately 40% in
underlying portfolios of JHT which
invest primarily in equity securities.
37. Dreyfus MidCap Stock Portfolio—
JHT Mid Cap Index Trust: The Dreyfus
MidCap Stock Portfolio seeks
investment results that are greater than
the total return performance of publicly
traded common stocks of medium-size
domestic companies in the aggregate, as
represented by the Standard & Poor’s
MidCap 400 Index (‘‘S&P 400 Index’’).
To pursue this goal, the portfolio
normally invests at least 80% of its
assets in stocks of midsize companies.
The JHT Mid Cap Index Trust seeks to
approximate the aggregate total return of
the S&P 400 Index. The Trust invests,
under normal market conditions, at least
80% of its net assets (plus any
borrowings for investment purposes) in
the common stocks that are included in
the S&P 400 Index, and securities
(which may or may not be included in
the S&P 400 Index) that the sub-adviser
believes as a group will behave in a
manner similar to the S&P 400 Index.
38. DWS Mid Cap Growth VIP—JHT
Quantitative Mid Cap Trust: DWS Mid
Cap Growth VIP seeks long-term capital
growth by investing, under normal
circumstances, at least 80% of its assets
in companies with market caps within
the market capitalization range of the
Russell MidCap Growth Index. The JHT
Quantitative Mid Cap Trust seeks longterm capital growth by investing, under
normal market conditions, at least 80%
of its net assets (plus any borrowings for
investment purposes) in U.S. mid-cap
stocks.
39. DWS Turner Mid Cap Growth
VIP—JHT Quantitative Mid Cap Trust:
DWS Turner Mid Cap Growth VIP seeks
capital appreciation by investing in
common stocks and other equity
securities of U.S. companies with
medium market capitalizations. The JHT
Quantitative Mid Cap Trust seeks longterm capital growth by investing, under
normal market conditions, at least 80%
of its net assets (plus any borrowings for
VerDate Aug<31>2005
16:41 Mar 22, 2007
Jkt 211001
investment purposes) in U.S. mid-cap
stocks.
40. DWS Capital Growth VIP—JHT
500 Index Trust B: DWS Capital Growth
VIP seeks to maximize long-term capital
growth by investing at least 65% of total
assets in common stocks of U.S.
companies. The portfolio generally
focuses on companies similar in size to
the companies in the Standard & Poor’s
500 Composite Stock Price Index or the
Russell 1000 Growth Index. The JHT
500 Index Trust B seeks to approximate
the aggregate total return of the
Standard & Poor’s 500 Index (‘‘S&P 500
Index’’). The Trust invests, under
normal market conditions, at least 80%
of its net assets (plus any borrowings for
investment purposes) in the common
stocks that are included in the S&P 500,
and securities (which may or may not be
included in the S&P 500 Index) that the
sub-adviser believes as a group will
behave in a manner similar to the S&P
500 Index.
41. DWS Growth and Income VIP—
JHT 500 Index Trust B: DWS Growth
and Income VIP seeks long-term growth
of capital, current income and growth of
income. The portfolio invests primarily
in large U.S. companies. The JHT 500
Index Trust B seeks to approximate the
aggregate total return of the S&P 500
Index. The Trust invests, under normal
market conditions, at least 80% of its
net assets (plus any borrowings for
investment purposes) in the common
stocks that are included in the S&P 500,
and securities (which may or may not be
included in the S&P 500 Index) that the
sub-adviser believes as a group will
behave in a manner similar to the S&P
500 Index.
42. DWS International Select Equity
VIP—JHT International Equity Index
Trust B: DWS International Select
Equity VIP seeks capital appreciation by
investing at least 50% of its assets in
securities represented in the MSCI
EAFE Index. The JHT International
Equity Index Trust B seeks to track the
performance of Morgan Stanley Capital
International All Country World
Excluding U.S. Index by investing,
under normal market conditions, at least
80% of its assets in securities listed on
this index.
43. Credit Suisse Trust Emerging
Markets Portfolio—JHT International
Equity Index Trust B: Credit Suisse
Trust Emerging Markets Portfolio seeks
long-term growth of capital by investing
at least 80% of its net assets, plus any
borrowings for investment purposes, in
foreign equity securities, with a focus on
the world’s less developed countries.
The JHT International Equity Index
PO 00000
Frm 00099
Fmt 4703
Sfmt 4703
13833
Trust B seeks to track the performance
of Morgan Stanley Capital International
All Country World Excluding U.S. Index
by investing, under normal market
conditions, at least 80% of its assets in
securities listed on this index.
44. Credit Suisse Trust Global Small
Cap Portfolio—JHT International Equity
Index Trust B: Credit Suisse Trust
Global Small Cap Portfolio seeks longterm growth of capital by investing at
least 80% of its net assets, plus any
borrowings for investment purposes, in
equity securities of post-venture-capital
companies from at least three countries,
including the U.S. The JHT
International Equity Index Trust B seeks
to track the performance of Morgan
Stanley Capital International All
Country World Excluding U.S. Index by
investing, under normal market
conditions, at least 80% of its assets in
securities listed on this index.
45. DWS Government & Agency
Securities VIP—JHT Money Market
Trust B: DWS Government & Agency
Securities VIP seeks high current
income consistent with preservation of
capital by investing, under normal
circumstances, at least 80% of net
assets, plus the amount of any
borrowings for investment purposes, in
U.S. government securities and
repurchase agreements of U.S.
government securities. The JHT Money
Market Trust B seeks maximum current
income that is consistent with
maintaining liquidity and preserving
capital. The trust intends to maintain a
stable $1 share price and invests only in
U.S. dollar-denominated securities rated
within the two highest short-term credit
categories and their unrated equivalents.
46. DWS Money Market VIP—JHT
Money Market Trust B: DWS Money
Market VIP seeks maximum current
income to the extent consistent with
stability of principal. The portfolio
pursues its goal by investing exclusively
in high quality short-term securities, as
well as certain repurchase agreements
that are backed by high-quality
securities. The JHT Money Market Trust
B seeks maximum current income that
is consistent with maintaining liquidity
and preserving capital. The trust intends
to maintain a stable $1 share price and
invests only in U.S. dollar-denominated
securities rated within the two highest
short-term credit categories and their
unrated equivalents.
47. The management fees, 12b–1 fees
(if applicable), other expenses and total
operating expenses for each Existing
and Replacement Fund are as follows:
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sroberts on PROD1PC70 with NOTICES
Management
fees
(percent)
Existing Funds:
• AIM V.I. Utilities Fund—Series II ..
• DWS Blue Chip VIP Series II,
Class B ..........................................
• DWS Health Care VIP—Series I,
Class B ..........................................
• DWS Technology VIP—Series II,
Class B ..........................................
Replacement Fund:
• JHT Total Stock Market Index
Trust—Series II .............................
Existing Funds:
• The Dreyfus Socially Responsible
Growth Fund, Inc.—Service Class
• DWS Dreman High Return Equity
VIP—Series II, Class B .................
• DWS Janus Growth and Income
VIP—Series II, Class B .................
Replacement Fund:
• JHT Quantitative All Cap Trust—
Series II .........................................
Existing Fund:
• Alger American Leveraged AllCap
Portfolio—Class S .........................
Replacement Fund:
• JHT All Cap Core Trust—Series II
Existing Fund:
• DWS Large Cap Value VIP–Series II, Class B ...............................
Replacement Fund:
• JHT Quantitative Value Trust—Series II .............................................
Existing Fund:
• DWS Davis Venture Value VIP–
Series II, Class B ..........................
Replacement Fund:
• JHT Fundamental Value Trust—
Series II .........................................
Existing Funds:
• DWS Dreman Small Cap Value—
Series II, Class B ..........................
• DWS Small Cap Growth VIP—Series II, Class B ...............................
Replacement Fund:
• JHT Small Cap Index Trust—Series II .............................................
Existing Funds:
• Alger American Balanced Portfolio—Class S ................................
• DWS Balanced VIP—Series II,
Class B ..........................................
Replacement Fund:
• JHT Index Allocation Trust—Series II .............................................
Existing Fund:
• DWS RREEF Real Estate Securities VIP—Class B ..........................
Replacement Fund:
• JHT Real Estate Securities
Trust—Series II .............................
Existing Fund:
• DWS International VIP Series I,
Class B ..........................................
Replacement Fund:
• JHT International Value Trust Series II .............................................
Existing Funds:
• DWS Global Thematic VIP Series
II, Class B ......................................
• DWS Global Opportunities VIP—
Series I, Class B ...........................
Replacement Fund:
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Distribution
(12b–1) fees
(percent)
Other
expenses
(percent)
Total annual
expenses
(percent)
Expense
waivers
(percent)
Net annual
expenses
(percent)
0.60
0.36
1.21
0.03
1.18
0.65
0.25
0.19
1.09
N/A
1.09
0.75
0.25
0.27
1.27
N/A
1.27
0.75
0.25
0.26
1.26
N/A
1.26
0.49
0.25
0.04
0.78
N/A
0.78
0.75
0.25
0.06
1.06
N/A
1.06
0.73
0.25
0.19
1.17
N/A
1.17
0.75
0.25
0.26
1.26
N/A
1.26
0.71
0.25
0.06
1.02
N/A
1.02
0.85
0.25
0.06
1.16
N/A
1.16
0.80
0.25
0.07
1.12
N/A
1.12
0.75
0.25
0.21
1.21
N/A
1.21
0.70
0.25
0.06
1.01
N/A
1.01
0.94
0.25
0.22
1.41
0.16
1.25
0.77
0.25
0.05
1.07
N/A
1.07
0.75
0.25
0.19
1.19
N/A
1.19
0.65
0.25
0.22
1.12
0.03
1.09
0.49
0.25
0.04
0.78
N/A
0.78
0.75
0.25
0.06
1.06
N/A
1.06
0.45
0.25
0.21
0.91
0.02
0.89
0.05
0.25
0.50
0.80
N/A
0.80
0.90
0.25
0.68
1.83
0.33
1.50
0.70
0.25
0.06
1.01
N/A
1.01
0.86
0.25
0.30
1.41
0.04
1.37
0.82
0.25
0.19
1.26
N/A
1.26
1.00
0.25
0.54
1.79
0.35
1.44
0.98
PO 00000
0.25
0.25
0.31
1.54
0.30
1.24
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Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices
sroberts on PROD1PC70 with NOTICES
Management
fees
(percent)
• JHT Global Trust—Series II ..........
Existing Fund:
• DWS Bond VIP—Series I, Class B
Replacement Fund:
• JHT Bond Index Trust—Series II ..
Existing Funds:
• DWS High Income—Series II,
Class B ..........................................
• DWS Strategic Income—Series II,
Class B ..........................................
Replacement Fund:
• JHT Active Bond Trust—Series II
Existing Fund:
• DWS Core Fixed Income VIP—
Series II, Class B ..........................
Replacement Fund:
• JHT Investment Quality Bond
Trust—Series II .............................
Existing Fund:
• DWS Growth Allocation VIP—Series II, Class B ...............................
Replacement Fund:
• JHT Lifestyle Growth Trust—Series II .............................................
Existing Fund:
• DWS Moderate Allocation VIP—
Series II, Class B ..........................
Replacement Fund:
• JHT Lifestyle Balanced Trust—Series II .............................................
Existing Fund:
• DWS
Conservative
Allocation
VIP—Series II, Class B .................
Replacement Fund:
• JHT Lifestyle Moderate Trust—Series II .............................................
Existing Fund:
• Dreyfus MidCap Stock Portfolio—
Service Class ................................
Replacement Fund:
• JHT MidCap Index Trust—Series
II ....................................................
Existing Funds:
• DWS Mid Cap Growth VIP—Series II, Class B ...............................
• DWS Turner Mid Cap Growth
VIP—Series II, Class B .................
Replacement Fund:
• JHT Quantitative Mid Cap Trust—
Series II .........................................
Existing Funds:
• DWS Capital Growth VIP—Series
I, Class B .......................................
• DWS Growth and Income VIP—
Series I, Class B ...........................
Replacement Fund:
• JHT 500 Index Trust B ..................
Existing Funds:
• DWS International Select Equity
VIP—Series II, Class B .................
• Credit Suisse Trust Emerging
Markets Portfolio ...........................
• Credit Suisse Trust Global Small
Cap Portfolio .................................
Replacement Fund:
• JHT International Equity Index
Trust B ...........................................
Existing Funds:
• DWS Government & Agency Securities VIP—Series II, Class B ....
• DWS Money Market VIP—Series
II, Class B ......................................
VerDate Aug<31>2005
16:41 Mar 22, 2007
Jkt 211001
Distribution
(12b–1) fees
(percent)
Other
expenses
(percent)
Total annual
expenses
(percent)
Expense
waivers
(percent)
Net annual
expenses
(percent)
0.82
0.16
1.23
N/A
1.23
0.48
0.25
0.31
1.04
N/A
1.04
0.47
0.25
0.05
0.77
N/A
0.77
0.60
0.25
0.25
1.10
N/A
1.10
0.65
0.25
0.35
1.25
0.051
1.199
0.60
0.25
0.07
0.92
N/A
0.92
0.60
0.25
0.22
1.07
N/A
1.07
0.60
0.25
0.09
0.94
N/A
0.94
0.15
0.25
0.94
1.34
N/A
1.34
0.05
0.25
0.89
1.19
N/A
1.19
0.15
0.25
0.91
1.31
N/A
1.31
0.05
0.25
0.86
1.16
N/A
1.16
0.15
0.25
1.20
1.60
N/A
1.60
0.05
0.25
0.81
1.11
N/A
1.11
0.75
0.25
0.04
1.04
N/A
1.04
0.49
0.25
0.04
0.78
N/A
0.78
0.75
0.25
0.40
1.40
0.092
1.308
0.80
0.25
0.31
1.36
0.023
1.337
0.74
0.25
0.10
1.09
N/A
1.09
0.45
0.25
0.19
0.89
0.03
0.86
0.47
0.25
0.24
0.96
0.07
0.89
0.47
0.00
0.03
0.50
0.25
0.25
0.75
0.25
0.26
1.26
N/A
1.26
1.25
0.00
0.40
1.65
N/A
1.65
1.25
0.00
0.34
1.59
N/A
1.59
0.55
0.00
0.04
0.59
0.25
0.34
0.55
0.25
0.22
1.02
N/A
1.02
0.46
PO 00000
0.25
0.25
0.18
0.89
N/A
0.89
Frm 00101
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Management
fees
(percent)
sroberts on PROD1PC70 with NOTICES
Replacement Fund:
• JHT Money Market Trust B ...........
0.49
48. The substitutions are expected to
provide significant benefits to Contract
owners, including improved selection of
portfolio managers and simplification of
fund offerings through the elimination
of overlapping offerings. The Applicants
believe that the subadvisers to the
Replacement Funds overall are better
positioned to provide consistent aboveaverage performance for their Funds
than are the advisers or sub-advisers of
the Existing Funds. At the same time,
Contract owners will continue to be able
to select among a large number of funds,
with a full range of investment
objectives, investment strategies, and
managers.
49. The substitutions, each of which
replaces outside funds with funds for
which JHIMS acts as investment
adviser, will permit JHIMS, under a
Multi-Manager Order to hire, monitor
and replace sub-advisers as necessary to
seek optimal performance and to ensure
a consistent investment style. JHT has
been subject to the Multi-Manager Order
since 2000.
50. In addition, Contract owners with
Subaccount balances invested in shares
of the Replacement Funds will, in every
case, have lower total expense ratios
than they currently have in the Existing
Funds. In each case, the Total Expenses
of the Replacement Funds (even without
applicable fee waivers) are lower than
those of the Existing Funds with their
fee waivers. For Contract owners with
account balances in funds involved in
the substitutions, the substitutions are
therefore expected to result in decreased
expense ratios. Moreover, there will be
no increase in Contract fees and
expenses, including mortality and
expense risk fees and administration
and distribution fees charged to the
Separate Accounts as a result of the
substitutions. The Applicants believe
that the Replacement Funds have
investment objectives, policies and risk
profiles, as described herein, that are
either substantially the same as, or
sufficiently similar to, the
corresponding Existing Funds to make
those Replacement Funds appropriate
candidates as substitutes. The Insurance
Companies considered the performance
history of the Existing Funds and the
Replacement Funds and determined
that Contract owners would not be
materially adversely affected as a result
of the substitutions.
VerDate Aug<31>2005
16:41 Mar 22, 2007
Jkt 211001
Distribution
(12b–1) fees
(percent)
Other
expenses
(percent)
0.00
0.04
51. Applicants represent that relieving
the Separate Accounts of the
administrative burdens of interfacing
with several unaffiliated investment
company complexes is expected to
simplify compliance, accounting and
auditing and, generally, to allow the
Insurance Companies to administer the
Contracts more efficiently.
52. In addition, as a result of the
substitutions, neither JHIMS nor any of
its affiliates will receive increased
amounts of compensation from the
charges to the Separate Accounts related
to the Contracts or from Rule 12b–1 fees
or revenue sharing currently received
from the investment advisers or
distributors of the Existing Funds.
Applicants’ Legal Analysis and
Conditions
1. The prospectuses by which the
Contracts are offered state that the
Insurance Companies have, subject to
the requirements of the Act, the right to
substitute the shares of any underlying
registered investment company held by
the Separate Accounts with shares of
another registered investment company.
2. The Contracts expressly reserve to
the applicable Insurance Company the
right, subject to compliance with
applicable law, to substitute shares of
another investment company for shares
of an investment company held by a
sub-account of the Separate Accounts.
The prospectuses for the Contracts and
the Separate Accounts contain
appropriate disclosure of this right.
3. With respect to each proposed
substitution, Contract owners with
balances invested in the Replacement
Fund will have a lower expense ratio in
all cases.
4. The proposed Replacement Fund
for each Existing Fund has an
investment objective that is at least
substantially similar to that of the
Existing Fund. Moreover, the principal
investment policies of the Replacement
Funds are similar to those of the
corresponding Existing Funds.
5. By a supplement to the
prospectuses for the Contracts and the
Separate Accounts, each Insurance
Company has notified all owners of the
Contracts of its intention to take the
necessary actions, including seeking the
order requested by this application, to
substitute shares of the funds as
described herein. The supplement
PO 00000
Frm 00102
Fmt 4703
Sfmt 4703
Total annual
expenses
(percent)
0.53
Expense
waivers
(percent)
0.25
Net annual
expenses
(percent)
0.28
advises Contract owners that from the
date of the supplement until the date of
the proposed substitution, owners may
make transfers of Contract value (or
annuity unit exchange) out of the
Existing Fund Subaccount to another
Subaccount permitted under their
respective Contracts without the transfer
(or exchange) being treated as one of a
limited number of permitted transfers
(or exchanges) or a limited number of
transfers (or exchanges) permitted
without a transfer charge. The
supplement also informs Contract
owners that the Insurance Company will
not exercise any rights reserved under
any Contract to impose additional
restrictions on transfers until at least 30
days after the proposed substitutions,
except that the Insurance Companies
may impose restrictions on transfers to
prevent or limit ‘‘market timing’’
activities by Contract owners or agents
of Contract owners. The supplement
also advises Contract owners that for at
least 30 days following the proposed
substitutions, the Insurance Companies
will allow Contract owners affected by
the substitutions to make transfers of
Contract value (or annuity unit
exchange) out of the Replacement Fund
Subaccount to another Subaccount
permitted under their respective
Contracts without the transfer (or
exchange) being treated as one of a
limited number of permitted transfers
(or exchanges) or a limited number of
transfers (or exchanges) permitted
without a transfer charge.
6. The proposed substitutions will
take place at relative net asset value in
conformity with the requirements of
Section 22(c) of the Act and Rule
22c–1 thereunder with no change in the
amount of any Contract owner’s
Contract value, cash value, or death
benefit or in the dollar value of his or
her investment in the Separate
Accounts.
7. It is expected that the substitutions
will be effected by redeeming shares of
an Existing Fund for cash and using the
cash to purchase shares of the
Replacement Fund.
8. Contract owners will not incur any
fees or charges as a result of the
proposed substitutions, nor will their
rights or an Insurance Company’s
obligations under the Contracts be
altered in any way. The substitutions
will not alter in any way the annuity or
E:\FR\FM\23MRN1.SGM
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sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices
other insurance benefits held by
Contract owners of the Contracts. All
expenses incurred in connection with
the proposed substitutions, including
brokerage, legal, accounting, and other
fees and expenses, will be paid by the
Insurance Companies. In addition, the
proposed substitutions will not impose
any tax liability on Contract owners.
The proposed substitutions will not
cause the Contract fees and charges
currently being paid by existing
Contract owners to be greater after the
proposed substitutions than before the
proposed substitutions. No fees will be
charged on the transfers made at the
time of the proposed substitutions
because the proposed substitutions will
not be treated as a transfer for the
purpose of assessing transfer charges or
for determining the number of
remaining permissible transfers in a
Contract year.
9. In addition to the prospectus
supplements distributed to owners of
Contracts, within five business days
after the proposed substitutions,
Contract owners will be sent a written
notice informing them that the
substitutions were carried out and that
they may transfer all Contract value or
cash value under a Contract invested in
any one of the Subaccounts on the date
of the notice to another Subaccount
available under their Contract at no cost
and without regard to the usual limit on
the frequency of transfers from the
variable account options to the fixed
account options. The notice will also
reiterate that (other than with respect to
‘‘market timing’’ activity) the Insurance
Company will not exercise any rights
reserved by it under the Contracts to
impose additional restrictions on
transfers or to impose any charges on
transfers until at least 30 days after the
proposed substitutions. The Insurance
Companies will also send each Contract
owner current prospectuses for the
Replacement Funds involved.
10. Each Insurance Company may also
seek approval of the proposed
substitutions from any state insurance
regulators whose approval may be
necessary or appropriate.
11. For a two year period following
the date of the Substitutions, the
Applicants agree that the total operating
expenses of each Replacement Fund
(taking into account any expense waiver
or reimbursement) will not exceed on an
annualized basis the net expense level
of the corresponding Existing Fund for
the 2005 fiscal year.
12. The Applicants agree that the
Insurance Companies will not increase
total separate account charges (net of
any reimbursements or waivers) for any
outstanding Contracts involved in the
VerDate Aug<31>2005
16:41 Mar 22, 2007
Jkt 211001
proposed substitution on the date of the
substitutions for a period of two years
from the date of the substitutions.
Applicants and the Insurance
Companies may, however, offer
additional benefits through one or more
Benefit Riders to owners of such
Contracts during such two year period
and impose additional separate account
charges related to the purchase of any
such additional benefits.
13. Applicants represent that none of
the Replacement Funds was established
for the purpose of effecting the
substitutions.
Conclusion
For the reasons and upon the facts set
forth above, Applicants submit that the
requested order meets the standards set
forth in Section 26(c). Applicants
request an order of the Commission,
pursuant to Section 26(c) of the Act,
approving the Substitutions.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–5315 Filed 3–22–07; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
Frm 00103
Fmt 4703
Sfmt 4703
Institution and settlement of injunctive
actions;
Institution and settlement of
administrative proceedings of an
enforcement nature;
Resolution of litigation claims; and
Other matters relating to enforcement
proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
Dated: March 21, 2007.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–5429 Filed 3–22–07; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55486; File No. SR–BSE–
2007–12]
Self-Regulatory Organizations; Boston
Stock Exchange, Inc.; Notice of Filing
and Order Granting Accelerated
Approval of Proposed Rule Change To
Apply Non-BeX Executed Trade Fee
Retroactively
March 16, 2007.
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold the following
meeting during the week of March 26,
2007:
A Closed Meeting will be held on
Wednesday, March 28, 2007 at 2 p.m.
Commissioners, Counsels to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters may also be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c) (5), (7), 9(B) and (10) and
17 CFR 200.402(a) (5), (7), 9(ii) and (10)
permit consideration of the scheduled
matters at the Closed Meeting.
Commissioner Nazareth, as duty
officer, voted to consider the items
listed for the closed meeting in a closed
session.
The subject matter of the Closed
Meeting scheduled for Wednesday,
March 28, 2007 will be:
Formal orders of investigation;
PO 00000
13837
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on March 2,
2007, the Boston Stock Exchange, Inc.
(‘‘BSE’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been
substantially prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons and to approve the proposed
rule change on an accelerated basis.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The BSE proposes to make SR–BSE–
2007–11, a rule filing amending the
Boston Equities Exchange (‘‘BeX’’) fee
schedule to include a transaction fee to
be charged to BSE Members who request
a BeX Purchase & Sale Blotter reflecting
the transaction information related to
the execution of a single order, part of
1 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
E:\FR\FM\23MRN1.SGM
23MRN1
]]>Agencies
[Federal Register Volume 72, Number 56 (Friday, March 23, 2007)]
[Notices]
[Pages 13829-13837]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-5315]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Release No. IC-27752; File No. 812-13318]
John Hancock Life Insurance Company, et al.
March 19, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of application for an order of approval pursuant to
Section 26(c) of the Investment Company Act of 1940, as amended (the
``Act'').
-----------------------------------------------------------------------
Applicants: John Hancock Life Insurance Company (U.S.A.) (``John
Hancock USA''), John Hancock Life Insurance Company (U.S.A.) Separate
Account H (``Account H''), John Hancock Life Insurance Company of New
York (``John Hancock New York'') and John Hancock Life Insurance
Company of New York Separate Account A (``Account A'') (collectively
the ``Applicants'').
SUMMARY: Applicants seek an order approving the substitution of shares
of certain series of John Hancock Trust (``JHT'') for shares of certain
series of other, unaffiliated, registered investment companies as
described herein.
Filing Date: The application was filed on July 31, 2006, and an
amended and restated application was filed on March 8, 2007.
Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Secretary of
the Commission and serving Applicants with a copy of the request
personally or by mail. Hearing requests must be received by the
Commission by 5:30 p.m. on April 13, 2007, 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 who wish to be notified of a hearing may
request notification by writing to the Secretary of the Commission.
ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549. Applicants, c/o Raymond A. O'Hara III,
Blazzard & Hasenauer, P.C., 1375 Kings Highway East, Suite 220,
Fairfield, CT 06824.
FOR FURTHER INFORMATION CONTACT: Alison T. White, Senior Counsel, or
Joyce M. Pickholz, Branch Chief, Office of Insurance Products, Division
of Investment Management, at (202) 551-6795.
SUPPLEMENTARY INFORMATION: The following is a summary of the amended
and restated application. The complete application is available for a
fee from the Public Reference Branch of the Commission, 100 F Street,
NE., Washington, DC 20549 (202-551-8090).
Applicants' Representations
1. John Hancock USA, formerly known as The Manufacturers Life
Insurance Company (U.S.A.), is a stock life insurance company
originally organized under the laws of Maine on August 20, 1955 by a
special act of the Maine legislature. John Hancock USA redomesticated
under the laws of Michigan on December 30, 1992.
2. Account H is registered under the Act as a unit investment trust
(File No. 811-4113). The variable annuity contracts funded by Account H
that are affected by this application are Scudder Wealthmark Annuity
(File Nos. 333-70728 and 333-70730) and Scudder Wealthmark ML3 Annuity
(File No. 333-70850).
3. John Hancock New York, formerly known as The Manufacturers Life
Insurance Company of New York, is a wholly-owned subsidiary of John
Hancock USA and is a stock life insurance company organized under the
laws of New York on February 10, 1992.
4. Account A is registered under the Act as a unit investment trust
(File No. 811-6584). It is used to fund variable annuity contracts of
John Hancock New York. The variable annuity contracts funded by Account
A that are affected by this application are Scudder Wealthmark Annuity
for New York (File Nos. 33-79112 and 33-46217) and Scudder Wealthmark
ML3 Annuity for New York (File No. 333-83558).
5. The individual and group variable annuity contracts affected by
this application are collectively referred to as the ``Contracts.''
6. Each of the Contracts permits its owners to allocate the
Contract's accumulated value among numerous available Subaccounts, each
of which invests in a different investment portfolio (``Fund'') of an
underlying mutual fund.
7. Each Contract permits its owner to transfer the Contract's
accumulated value from one Subaccount to another Subaccount of the
issuing Separate Account at any time, subject to certain potential
restrictions and charges described in the Contracts and Prospectuses
relating to the Contracts. To the extent that the Contracts contain
restrictions or limitations on an owner's
[[Page 13830]]
right to transfer, such restrictions and limitations will be suspended
in connection with the transfers as described in further detail
elsewhere herein.
8. Each Insurance Company reserves the right to make certain
changes, including the right to substitute, for the shares held in any
Subaccount, the shares of another Fund or the shares of another
underlying mutual fund, as stated in each prospectus for the Contracts.
9. Shares of JHT are sold exclusively to insurance company separate
accounts to fund benefits under variable annuity contracts and variable
life insurance policies sponsored by the Insurance Companies or their
affiliates, and to employer pension and profit sharing plans. JHT is
registered under the Act as an open-end management investment company
of the series type, and its securities are registered under the 1933
Act, File Nos. 002-94157/811-04146 and 33-02081/811-04490. John Hancock
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC) (``JHIMS''), is the investment adviser to JHT, and each
series has its own subadviser.
10. Each Insurance Company, on its behalf and on behalf of the
Separate Accounts, proposes to make certain substitutions of shares of
thirty-five funds (the ``Existing Funds'') held in the Subaccounts of
its respective Separate Accounts with certain Series (the ``Replacement
Funds'') of JHT as follows:
------------------------------------------------------------------------
Existing funds Replacement funds
------------------------------------------------------------------------
AIM V.I. Utilities Fund--Series II..... JHT Total Stock Market Index
Trust--Series II.
DWS Blue Chip VIP--Series II, Class B
DWS Health Care VIP--Series I, Class B
DWS Technology VIP--Series II, Class B
The Dreyfus Socially Responsible Growth JHT Quantitative All Cap Trust--
Fund, Inc.--Service Class. Series II.
DWS Dreman High Return Equity VIP--
Series II, Class B
DWS Janus Growth and Income VIP--Series
II, Class B
Alger American Leveraged AllCap JHT All Cap Core Trust--Series
Portfolio--Class S. II.
DWS Large Cap Value VIP--Series II, JHT Quantitative Value Trust--
Class B. Series II.
DWS Davis Venture Value VIP--Series II, JHT Fundamental Value Trust--
Class B. Series II.
DWS Dreman Small Cap Value VIP--Series JHT Small Cap Index Trust--
II, Class B. Series II.
DWS Small Cap Growth VIP--Series II,
Class B
Alger American Balanced Portfolio-- JHT Index Allocation Trust--
Class S. Series II.
DWS Balanced VIP--Series II, Class B
DWS RREEF Real Estate Securities VIP-- JHT Real Estate Securities
Class B. Trust--Series II.
DWS International VIP--Series I, Class JHT International Value Trust--
B. Series II.
DWS Global Thematic VIP--Series II, JHT Global Trust--Series II.
Class B.
DWS Global Opportunities VIP--Series I,
Class B
DWS Bond VIP--Series I, Class B........ JHT Bond Index Trust--Series
II.
DWS High Income VIP--Series II, Class B JHT Active Bond Trust--Series
II.
DWS Strategic Income VIP--Series II,
Class B
DWS Core Fixed Income VIP--Series II, JHT Investment Quality Bond
Class B. Trust--Series II.
DWS Growth Allocation VIP--Series II, JHT Lifestyle Growth Trust--
Class B. Series II.
DWS Moderate Allocation VIP--Series II, JHT Lifestyle Balanced Trust--
Class B. Series II.
DWS Conservative Allocation VIP--Series JHT Lifestyle Moderate Trust--
II, Class B. Series II.
Dreyfus MidCap Stock Portfolio--Service JHT Mid Cap Index Trust--Series
Class. II.
DWS Mid Cap Growth VIP--Series II, JHT Quantitative Mid Cap Trust--
Class B. Series II.
DWS Turner Mid Cap Growth VIP--Series
II, Class B
DWS Capital Growth VIP--Series I, Class JHT 500 Index Trust B.
B.
DWS Growth and Income VIP--Series I,
Class B
DWS International Select Equity VIP-- JHT International Equity Index
Series II, Class B. Trust B.
Credit Suisse Trust Emerging Markets
Portfolio
Credit Suisse Trust Global Small Cap
Portfolio
DWS Government & Agency Securities VIP-- JHT Money Market Trust B.
Series II, Class B.
DWS Money Market VIP--Series II, Class
B
------------------------------------------------------------------------
11. With respect to each substitution, the investment objectives
and comparative fund expenses for each Existing Fund and each
Replacement Fund are below. Asset sizes and comparative performance
history for each Existing Fund and each Replacement Fund can be found
in the application filed with the Commission.
12. AIM V.I. Utilities Fund--JHT Total Stock Market Index Trust:
The AIM V.I. Utilities Fund seeks capital growth and current income.
The Fund normally invests at least 80% of its net assets in the equity
securities and equity-related instruments of companies engaged in
utilities-related industries. The JHT Total Stock Market Index Trust
seeks to approximate the aggregate total return of the Dow Jones
Wilshire 5000 Index (``Wilshire 5000 Index''). The Trust invests, under
normal market conditions, at least 80% of its net assets (plus any
borrowings for investment purposes) in the common stocks that are
included in the Wilshire 5000 Index, and securities (which may or may
not be included in the Wilshire 5000 Index) that the sub-adviser
believes as a group will behave in a manner similar to the Wilshire
5000 Index.
13. DWS Blue Chip VIP--JHT Total Stock Market Index Trust: DWS Blue
Chip VIP seeks growth of capital and income. Under normal
circumstances, the portfolio invests at least 80% of net assets, plus
the amount of any borrowings for investment purposes, in common stocks
of large U.S. companies that are similar in size to the companies in
the S&P 500 Index and that the portfolio managers consider to be ``blue
chip'' companies. The JHT Total Stock Market Index Trust seeks to
approximate the aggregate total return of the Wilshire 5000 Index. The
Trust invests, under normal market conditions, at least 80% of its net
assets (plus any borrowings for investment purposes) in the common
stocks that are included in the Wilshire 5000 Index, and securities
(which may or may not be included in the Wilshire 5000 Index)
[[Page 13831]]
that the sub-adviser believes as a group will behave in a manner
similar to the Wilshire 5000 Index.
14. DWS Health Care VIP--JHT Total Stock Market Index Trust: DWS
Health Care VIP seeks long-term growth of capital by investing at least
80% of total assets, plus the amount of any borrowings for investment
purposes, in common stocks of companies in the health care sector. The
JHT Total Stock Market Index Trust seeks to approximate the aggregate
total return of the Wilshire 5000 Index. The Trust invests, under
normal market conditions, at least 80% of its net assets (plus any
borrowings for investment purposes) in the common stocks that are
included in the Wilshire 5000 Index, and securities (which may or may
not be included in the Wilshire 5000 Index) that the sub-adviser
believes as a group will behave in a manner similar to the Wilshire
5000 Index.
15. DWS Technology VIP--JHT Total Stock Market Index Trust: DWS
Technology VIP seeks growth of capital by, under normal circumstances,
investing at least 80% of net assets, plus the amount of any borrowings
for investment purposes, in common stocks of U.S. companies in the
technology sector. The JHT Total Stock Market Index Trust seeks to
approximate the aggregate total return of the Wilshire 5000 Index. The
Trust invests, under normal market conditions, at least 80% of its net
assets (plus any borrowings for investment purposes) in the common
stocks that are included in the Wilshire 5000 Index, and securities
(which may or may not be included in the Wilshire 5000 Index) that the
sub-adviser believes as a group will behave in a manner similar to the
Wilshire 5000 Index.
16. The Dreyfus Socially Responsible Growth Fund, Inc.--JHT
Quantitative All Cap Trust: The Dreyfus Socially Responsible Growth
Fund, Inc. seeks to provide capital growth, with current income as a
secondary goal by investing, under normal circumstances, at least 80%
of its assets in the common stocks of companies that, in the opinion of
the fund's management, meet traditional investment standards and
conduct their business in a manner that contributes to the enhancement
of the quality of life in America. The JHT Quantitative All Cap Trust
seeks long-term growth of capital. The portfolio seeks to achieve its
objective by investing, under normal circumstances, primarily in equity
securities of U.S. companies.
17. DWS Dreman High Return Equity VIP--The JHT Quantitative All Cap
Trust: DWS Dreman High Return Equity VIP seeks to achieve a high rate
of total return. Under normal circumstances, the portfolio invests at
least 80% of net assets, plus the amount of any borrowings for
investment purposes, in common stocks and other equity securities. The
JHT Quantitative All Cap Trust seeks long-term growth of capital by
investing, under normal circumstances, primarily in equity securities
of U.S. companies.
18. DWS Janus Growth and Income VIP--JHT Quantitative All Cap
Trust: DWS Janus Growth and Income VIP seeks long-term capital growth
and current income. The portfolio normally emphasizes investments in
equity securities. The JHT Quantitative All Cap Trust seeks long-term
growth of capital. Under normal circumstances, the portfolio primarily
invests in equity securities of U.S. companies.
19. Alger American Leveraged AllCap Portfolio--JHT All Cap Core
Trust: The Alger American Leveraged AllCap Portfolio seeks long-term
capital appreciation. The portfolio invests primarily in equity
securities, such as common or preferred stocks, which are listed on
U.S. exchanges or in the over-the-counter market. The JHT All Cap Core
Trust seeks long-term growth of capital. The portfolio invests in
common stocks and other equity securities within all asset classes
(small, mid and large cap) and primarily within the Russell 3000 Index.
20. DWS Large Cap Value VIP--JHT Quantitative Value Trust: DWS
Large Cap Value VIP seeks to achieve a high rate of total return. Under
normal circumstances, the portfolio invests at least 80% of net assets,
plus the amount of any borrowings for investment purposes, in common
stocks and other equity securities, of large U.S. companies that are
similar in size to the companies in the Russell 1000 Value Index and
that the portfolio managers believe are undervalued. The JHT
Quantitative Value Trust seeks long-term capital appreciation. The
portfolio invests primarily in large-cap U.S. securities with the
potential for long-term growth of capital.
21. DWS Davis Venture Value VIP--JHT Fundamental Value Trust: Both
DWS Davis Venture Value VIP and JHT Fundamental Value Trust seek growth
of capital. The DWS Davis Venture Value VIP invests primarily in common
stocks of U.S. companies with market capitalizations of at least $5
billion. The JHT Fundamental Value Trust invests, under normal market
conditions, primarily in common stocks of U.S. companies with market
capitalizations of at least $10 billion.
22. DWS Dreman Small Cap Value VIP-JHT Small Cap Index Trust: DWS
Dreman Small Cap Value VIP seeks long-term capital appreciation. Under
normal circumstances, the portfolio invests at least 80% of net assets,
plus the amount of any borrowings for investment purposes, in
undervalued common stocks of small U.S. companies, which the portfolio
defines as companies that are similar in market value to those in the
Russell 2000 Value Index. The JHT Small Cap Index Trust seeks to
approximate the aggregate total return of the Russell 2000 Index. The
Trust invests, under normal market conditions, at least 80% of its net
assets, plus any borrowings for investment purposes, in the common
stocks that are included in the Russell 2000 Index, and securities
(which may or may not be included in the Russell 2000 Index) that the
sub-adviser believes as a group will behave in a manner similar to the
Russell 2000 Index.
23. DWS Small Cap Growth VIP--JHT Small Cap Index Trust: DWS Small
Cap Growth VIP seeks maximum appreciation of investors' capital. Under
normal circumstances, the portfolio invests at least 80% of net assets,
plus the amount of any borrowings for investment purposes, in small
capitalization stocks similar in size to those comprising the Russell
2000 Growth Index. The JHT Small Cap Index Trust seeks to approximate
the aggregate total return of the Russell 2000 Index. The Trust
invests, under normal market conditions, at least 80% of its net
assets, plus any borrowings for investment purposes, in the common
stocks that are included in the Russell 2000 Index, and securities
(which may or may not be included in the Russell 2000 Index) that the
sub-adviser believes as a group will behave in a manner similar to the
Russell 2000 Index.
24. Alger American Balanced Portfolio--JHT Index Allocation Trust:
The Alger American Balanced Portfolio seeks current income and long-
term capital appreciation. Under normal circumstances, the portfolio
will invest at least 25% of its net assets in fixed-income securities
and at least 25% of its net assets in equity securities. The JHT Index
Allocation Trust seeks long-term growth of capital by investing
approximately 30% of the portfolio's assets in fixed income index funds
and approximately 70% of its assets in equity index funds. Current
income is also a consideration.
25. DWS Balanced VIP--JHT Index Allocation Trust: The DWS Balanced
VIP seeks high total return, a combination of income and capital
appreciation. The portfolio normally invests approximately 60% of its
net assets in common stocks and other
[[Page 13832]]
equity securities and approximately 40% of its net assets in fixed
income securities. The JHT Index Allocation Trust seeks long-term
growth of capital by investing approximately 30% of the portfolio's
assets in fixed income index funds and approximately 70% of its assets
in equity index funds. Current income is also a consideration.
26. DWS RREEF Real Estate Securities VIP--JHT Real Estate
Securities Trust: Both DWS RREEF Real Estate Securities VIP and the JHT
Real Estate Securities Trust seek to achieve long-term capital
appreciation and current income through investing, under normal market
conditions, at least 80% of net assets (plus any borrowings for
investment purposes) in equity securities of real estate investment
trusts and real estate companies.
27. DWS International VIP--JHT International Value Trust: DWS
International VIP seeks long-term growth of capital primarily through
diversified holdings of marketable foreign equity investments. Although
it may invest in companies of any size and from any country, it invests
mainly in common stocks of established companies in countries with
developed economies. The JHT International Value Trust seeks long-term
growth of capital by investing, under normal market conditions,
primarily in equity securities of companies located outside the U.S.,
including in emerging markets.
28. DWS Global Thematic VIP--JHT Global Trust: DWS Global Thematic
VIP seeks long-term capital growth by investing, under normal
circumstances, at least 80% of net assets, plus the amount of any
borrowings for investment purposes, in common stocks and other equities
of companies throughout the world that the portfolio managers consider
to be ``blue chip'' companies. The JHT Global Trust seeks long-term
capital appreciation by investing, under normal market conditions, at
least 80% of its net assets (plus any borrowings for investment
purposes) in the equity securities of companies located anywhere in the
world, including emerging markets.
29. DWS Global Opportunities VIP--JHT Global Trust: DWS Global
Opportunities VIP seeks above-average capital appreciation over the
long term by investing at least 65% of total assets in common stocks
and other equities of small companies throughout the world. The JHT
Global Trust seeks long-term capital appreciation by investing, under
normal market conditions, at least 80% of its net assets (plus any
borrowings for investment purposes) in the equity securities of
companies located anywhere in the world, including emerging markets.
30. DWS Bond VIP--JHT Bond Index Trust A: DWS Bond VIP seeks to
provide a high level of income consistent with a high quality portfolio
of debt securities by investing, under normal circumstances, at least
80% of net assets, plus the amount of any borrowings for investment
purposes, in bonds of any maturity. The JHT Bond Index Trust A seeks to
track the performance of the Lehman Brothers Aggregate Bond Index
(``Lehman Index''). The Lehman Index consists of dollar denominated,
fixed rate, investment grade debt securities with maturities generally
greater than one year and outstanding par values of at least $200
million. Under normal market conditions will invest at least 80% of its
assets in securities listed in the Lehman Index.
31. DWS High Income VIP--JHT Active Bond Trust: DWS High Income VIP
seeks to provide a high level of current income by investing, under
normal circumstances, at least 65% of net assets, plus the amount of
any borrowings for investment purposes, in junk bonds, which are those
rated below the fourth highest credit rating category (i.e., grade BB/
Ba and below). The JHT Active Bond Trust seeks income and capital
appreciation by investing, normally, at least 80% of its assets in a
diversified mix of debt securities and instruments, including but not
limited to: U.S. Treasury and agency securities; asset-backed
securities and mortgage-backed securities; corporate bonds, both U.S.
and foreign; and foreign government and agency securities.
32. DWS Strategic Income VIP--JHT Active Bond Trust: DWS Strategic
Income VIP seeks a high current return by investing mainly in bonds
issued by U.S. and foreign corporations and governments. The JHT Active
Bond Trust seeks income and capital appreciation by investing,
normally, at least 80% of its assets in a diversified mix of debt
securities and instruments, including but not limited to: U.S. Treasury
and agency securities; asset-backed securities and mortgage-backed
securities; corporate bonds, both U.S. and foreign; and foreign
government and agency securities.
33. DWS Core Fixed Income VIP--JHT Investment Quality Bond Trust:
DWS Core Fixed Income VIP seeks high current income by investing, under
normal circumstances, at least 80% of its assets, plus the amount of
any borrowings for investment purposes, in fixed income securities. The
fixed income securities are primarily investment grade and within the
top three rating catoegories. The JHT Investment Quality Bond Trust
seeks to provide a high level of current income consistent with the
maintenance of principal and liquidity by investing, under normal
market conditions, at least 80% of the portfolio's net assets (plus any
borrowings for investment purposes) in investment-grade bonds.
34. DWS Growth Allocation VIP--JHT Lifestyle Growth Trust: DWS
Growth Allocation VIP seeks long-term growth of capital by investing in
a portfolio of other portfolios (``underlying portfolios''). The
portfolio managers will generally allocate the portfolio's assets in
the following ranges: 20-40% in underlying portfolios which invest
primarily in fixed income securities of all credit qualities and
maturities; and 60-80% in underlying portfolios which invest primarily
in equity securities of all capitalization levels. The JHT Lifestyle
Growth Trust seeks long-term growth of capital by investing in
underlying portfolios of JHT. The portfolio invests approximately 20%
of its assets in underlying portfolios of JHT which invest primarily in
fixed income securities and approximately 80% in underlying portfolios
of JHT which invest primarily in equity securities.
35. DWS Moderate Allocation VIP--JHT Lifestyle Balanced Trust: DWS
Moderate Allocation VIP seeks a balance of long-term growth of capital
and current income with an emphasis on growth of capital by investing
in a portfolio of other portfolios. The portfolio managers will
generally allocate the portfolio's assets in the following ranges: 25-
55% in underlying portfolios which invest primarily in fixed income
securities of all credit qualities and maturities; and 45-75% in
underlying portfolios which invest primarily in equity securities of
all capitalization levels. The JHT Lifestyle Balanced Trust seeks a
balance between a high level of current income and growth of capital,
with a greater emphasis on growth of capital by investing in underlying
portfolios of JHT. The portfolio invests approximately 40% of its
assets in underlying portfolios of JHT which invest primarily in fixed
income securities and approximately 60% in underlying portfolios of JHT
which invest primarily in equity securities.
36. DWS Conservative Allocation VIP--JHT Lifestyle Moderate Trust:
DWS Conservative Allocation VIP seeks a balance of current income and
long-term growth of capital with an emphasis on current income by
investing in a portfolio of other portfolios. The portfolio managers
will generally allocate the portfolio's assets in the
[[Page 13833]]
following ranges: 45-75% in underlying portfolios which invest
primarily in fixed income securities of all credit qualities and
maturities; and 25-55% in underlying portfolios which invest primarily
in equity securities of all capitalization levels. The JHT Lifestyle
Moderate Trust seeks a balance between a high level of current income
and growth of capital, with a greater emphasis on income, by investing
in underlying portfolios of JHT. The portfolio invests approximately
60% of its assets in underlying portfolios of JHT which invest
primarily in fixed income securities and approximately 40% in
underlying portfolios of JHT which invest primarily in equity
securities.
37. Dreyfus MidCap Stock Portfolio--JHT Mid Cap Index Trust: The
Dreyfus MidCap Stock Portfolio seeks investment results that are
greater than the total return performance of publicly traded common
stocks of medium-size domestic companies in the aggregate, as
represented by the Standard & Poor's MidCap 400 Index (``S&P 400
Index''). To pursue this goal, the portfolio normally invests at least
80% of its assets in stocks of midsize companies. The JHT Mid Cap Index
Trust seeks to approximate the aggregate total return of the S&P 400
Index. The Trust invests, under normal market conditions, at least 80%
of its net assets (plus any borrowings for investment purposes) in the
common stocks that are included in the S&P 400 Index, and securities
(which may or may not be included in the S&P 400 Index) that the sub-
adviser believes as a group will behave in a manner similar to the S&P
400 Index.
38. DWS Mid Cap Growth VIP--JHT Quantitative Mid Cap Trust: DWS Mid
Cap Growth VIP seeks long-term capital growth by investing, under
normal circumstances, at least 80% of its assets in companies with
market caps within the market capitalization range of the Russell
MidCap Growth Index. The JHT Quantitative Mid Cap Trust seeks long-term
capital growth by investing, under normal market conditions, at least
80% of its net assets (plus any borrowings for investment purposes) in
U.S. mid-cap stocks.
39. DWS Turner Mid Cap Growth VIP--JHT Quantitative Mid Cap Trust:
DWS Turner Mid Cap Growth VIP seeks capital appreciation by investing
in common stocks and other equity securities of U.S. companies with
medium market capitalizations. The JHT Quantitative Mid Cap Trust seeks
long-term capital growth by investing, under normal market conditions,
at least 80% of its net assets (plus any borrowings for investment
purposes) in U.S. mid-cap stocks.
40. DWS Capital Growth VIP--JHT 500 Index Trust B: DWS Capital
Growth VIP seeks to maximize long-term capital growth by investing at
least 65% of total assets in common stocks of U.S. companies. The
portfolio generally focuses on companies similar in size to the
companies in the Standard & Poor's 500 Composite Stock Price Index or
the Russell 1000 Growth Index. The JHT 500 Index Trust B seeks to
approximate the aggregate total return of the Standard & Poor's 500
Index (``S&P 500 Index''). The Trust invests, under normal market
conditions, at least 80% of its net assets (plus any borrowings for
investment purposes) in the common stocks that are included in the S&P
500, and securities (which may or may not be included in the S&P 500
Index) that the sub-adviser believes as a group will behave in a manner
similar to the S&P 500 Index.
41. DWS Growth and Income VIP--JHT 500 Index Trust B: DWS Growth
and Income VIP seeks long-term growth of capital, current income and
growth of income. The portfolio invests primarily in large U.S.
companies. The JHT 500 Index Trust B seeks to approximate the aggregate
total return of the S&P 500 Index. The Trust invests, under normal
market conditions, at least 80% of its net assets (plus any borrowings
for investment purposes) in the common stocks that are included in the
S&P 500, and securities (which may or may not be included in the S&P
500 Index) that the sub-adviser believes as a group will behave in a
manner similar to the S&P 500 Index.
42. DWS International Select Equity VIP--JHT International Equity
Index Trust B: DWS International Select Equity VIP seeks capital
appreciation by investing at least 50% of its assets in securities
represented in the MSCI EAFE Index. The JHT International Equity Index
Trust B seeks to track the performance of Morgan Stanley Capital
International All Country World Excluding U.S. Index by investing,
under normal market conditions, at least 80% of its assets in
securities listed on this index.
43. Credit Suisse Trust Emerging Markets Portfolio--JHT
International Equity Index Trust B: Credit Suisse Trust Emerging
Markets Portfolio seeks long-term growth of capital by investing at
least 80% of its net assets, plus any borrowings for investment
purposes, in foreign equity securities, with a focus on the world's
less developed countries. The JHT International Equity Index Trust B
seeks to track the performance of Morgan Stanley Capital International
All Country World Excluding U.S. Index by investing, under normal
market conditions, at least 80% of its assets in securities listed on
this index.
44. Credit Suisse Trust Global Small Cap Portfolio--JHT
International Equity Index Trust B: Credit Suisse Trust Global Small
Cap Portfolio seeks long-term growth of capital by investing at least
80% of its net assets, plus any borrowings for investment purposes, in
equity securities of post-venture-capital companies from at least three
countries, including the U.S. The JHT International Equity Index Trust
B seeks to track the performance of Morgan Stanley Capital
International All Country World Excluding U.S. Index by investing,
under normal market conditions, at least 80% of its assets in
securities listed on this index.
45. DWS Government & Agency Securities VIP--JHT Money Market Trust
B: DWS Government & Agency Securities VIP seeks high current income
consistent with preservation of capital by investing, under normal
circumstances, at least 80% of net assets, plus the amount of any
borrowings for investment purposes, in U.S. government securities and
repurchase agreements of U.S. government securities. The JHT Money
Market Trust B seeks maximum current income that is consistent with
maintaining liquidity and preserving capital. The trust intends to
maintain a stable $1 share price and invests only in U.S. dollar-
denominated securities rated within the two highest short-term credit
categories and their unrated equivalents.
46. DWS Money Market VIP--JHT Money Market Trust B: DWS Money
Market VIP seeks maximum current income to the extent consistent with
stability of principal. The portfolio pursues its goal by investing
exclusively in high quality short-term securities, as well as certain
repurchase agreements that are backed by high-quality securities. The
JHT Money Market Trust B seeks maximum current income that is
consistent with maintaining liquidity and preserving capital. The trust
intends to maintain a stable $1 share price and invests only in U.S.
dollar-denominated securities rated within the two highest short-term
credit categories and their unrated equivalents.
47. The management fees, 12b-1 fees (if applicable), other expenses
and total operating expenses for each Existing and Replacement Fund are
as follows:
[[Page 13834]]
--------------------------------------------------------------------------------------------------------------------------------------------------------
Distribution Other Total annual Expense Net annual
Management (12b-1) fees expenses expenses waivers expenses
fees (percent) (percent) (percent) (percent) (percent) (percent)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Existing Funds:
AIM V.I. Utilities Fund--Series II......... 0.60 0.25 0.36 1.21 0.03 1.18
DWS Blue Chip VIP Series II, Class B....... 0.65 0.25 0.19 1.09 N/A 1.09
DWS Health Care VIP--Series I, Class B..... 0.75 0.25 0.27 1.27 N/A 1.27
DWS Technology VIP--Series II, Class B..... 0.75 0.25 0.26 1.26 N/A 1.26
Replacement Fund:
JHT Total Stock Market Index Trust--Series 0.49 0.25 0.04 0.78 N/A 0.78
II.................................................
Existing Funds:
The Dreyfus Socially Responsible Growth 0.75 0.25 0.06 1.06 N/A 1.06
Fund, Inc.--Service Class..........................
DWS Dreman High Return Equity VIP--Series 0.73 0.25 0.19 1.17 N/A 1.17
II, Class B........................................
DWS Janus Growth and Income VIP--Series II, 0.75 0.25 0.26 1.26 N/A 1.26
Class B............................................
Replacement Fund:
JHT Quantitative All Cap Trust--Series II.. 0.71 0.25 0.06 1.02 N/A 1.02
Existing Fund:
Alger American Leveraged AllCap Portfolio-- 0.85 0.25 0.06 1.16 N/A 1.16
Class S............................................
Replacement Fund:
JHT All Cap Core Trust--Series II.......... 0.80 0.25 0.07 1.12 N/A 1.12
Existing Fund:
DWS Large Cap Value VIP-Series II, Class B. 0.75 0.25 0.21 1.21 N/A 1.21
Replacement Fund:
JHT Quantitative Value Trust--Series II.... 0.70 0.25 0.06 1.01 N/A 1.01
Existing Fund:
DWS Davis Venture Value VIP-Series II, 0.94 0.25 0.22 1.41 0.16 1.25
Class B............................................
Replacement Fund:
JHT Fundamental Value Trust--Series II..... 0.77 0.25 0.05 1.07 N/A 1.07
Existing Funds:
DWS Dreman Small Cap Value--Series II, 0.75 0.25 0.19 1.19 N/A 1.19
Class B............................................
DWS Small Cap Growth VIP--Series II, Class 0.65 0.25 0.22 1.12 0.03 1.09
B..................................................
Replacement Fund:
JHT Small Cap Index Trust--Series II....... 0.49 0.25 0.04 0.78 N/A 0.78
Existing Funds:
Alger American Balanced Portfolio--Class S. 0.75 0.25 0.06 1.06 N/A 1.06
DWS Balanced VIP--Series II, Class B....... 0.45 0.25 0.21 0.91 0.02 0.89
Replacement Fund:
JHT Index Allocation Trust--Series II...... 0.05 0.25 0.50 0.80 N/A 0.80
Existing Fund:
DWS RREEF Real Estate Securities VIP--Class 0.90 0.25 0.68 1.83 0.33 1.50
B..................................................
Replacement Fund:
JHT Real Estate Securities Trust--Series II 0.70 0.25 0.06 1.01 N/A 1.01
Existing Fund:
DWS International VIP Series I, Class B.... 0.86 0.25 0.30 1.41 0.04 1.37
Replacement Fund:
JHT International Value Trust Series II.... 0.82 0.25 0.19 1.26 N/A 1.26
Existing Funds:
DWS Global Thematic VIP Series II, Class B. 1.00 0.25 0.54 1.79 0.35 1.44
DWS Global Opportunities VIP--Series I, 0.98 0.25 0.31 1.54 0.30 1.24
Class B............................................
Replacement Fund:
[[Page 13835]]
JHT Global Trust--Series II................ 0.82 0.25 0.16 1.23 N/A 1.23
Existing Fund:
DWS Bond VIP--Series I, Class B............ 0.48 0.25 0.31 1.04 N/A 1.04
Replacement Fund:
JHT Bond Index Trust--Series II............ 0.47 0.25 0.05 0.77 N/A 0.77
Existing Funds:
DWS High Income--Series II, Class B........ 0.60 0.25 0.25 1.10 N/A 1.10
DWS Strategic Income--Series II, Class B... 0.65 0.25 0.35 1.25 0.051 1.199
Replacement Fund:
JHT Active Bond Trust--Series II........... 0.60 0.25 0.07 0.92 N/A 0.92
Existing Fund:
DWS Core Fixed Income VIP--Series II, Class 0.60 0.25 0.22 1.07 N/A 1.07
B..................................................
Replacement Fund:
JHT Investment Quality Bond Trust--Series 0.60 0.25 0.09 0.94 N/A 0.94
II.................................................
Existing Fund:
DWS Growth Allocation VIP--Series II, Class 0.15 0.25 0.94 1.34 N/A 1.34
B..................................................
Replacement Fund:
JHT Lifestyle Growth Trust--Series II...... 0.05 0.25 0.89 1.19 N/A 1.19
Existing Fund:
DWS Moderate Allocation VIP--Series II, 0.15 0.25 0.91 1.31 N/A 1.31
Class B............................................
Replacement Fund:
JHT Lifestyle Balanced Trust--Series II.... 0.05 0.25 0.86 1.16 N/A 1.16
Existing Fund:
DWS Conservative Allocation VIP--Series II, 0.15 0.25 1.20 1.60 N/A 1.60
Class B............................................
Replacement Fund:
JHT Lifestyle Moderate Trust--Series II.... 0.05 0.25 0.81 1.11 N/A 1.11
Existing Fund:
Dreyfus MidCap Stock Portfolio--Service 0.75 0.25 0.04 1.04 N/A 1.04
Class..............................................
Replacement Fund:
JHT MidCap Index Trust--Series II.......... 0.49 0.25 0.04 0.78 N/A 0.78
Existing Funds:
DWS Mid Cap Growth VIP--Series II, Class B. 0.75 0.25 0.40 1.40 0.092 1.308
DWS Turner Mid Cap Growth VIP--Series II, 0.80 0.25 0.31 1.36 0.023 1.337
Class B............................................
Replacement Fund:
JHT Quantitative Mid Cap Trust--Series II.. 0.74 0.25 0.10 1.09 N/A 1.09
Existing Funds:
DWS Capital Growth VIP--Series I, Class B.. 0.45 0.25 0.19 0.89 0.03 0.86
DWS Growth and Income VIP--Series I, Class 0.47 0.25 0.24 0.96 0.07 0.89
B..................................................
Replacement Fund:
JHT 500 Index Trust B...................... 0.47 0.00 0.03 0.50 0.25 0.25
Existing Funds:
DWS International Select Equity VIP--Series 0.75 0.25 0.26 1.26 N/A 1.26
II, Class B........................................
Credit Suisse Trust Emerging Markets 1.25 0.00 0.40 1.65 N/A 1.65
Portfolio..........................................
Credit Suisse Trust Global Small Cap 1.25 0.00 0.34 1.59 N/A 1.59
Portfolio..........................................
Replacement Fund:
JHT International Equity Index Trust B..... 0.55 0.00 0.04 0.59 0.25 0.34
Existing Funds:
DWS Government & Agency Securities VIP-- 0.55 0.25 0.22 1.02 N/A 1.02
Series II, Class B.................................
DWS Money Market VIP--Series II, Class B... 0.46 0.25 0.18 0.89 N/A 0.89
[[Page 13836]]
Replacement Fund:
JHT Money Market Trust B................... 0.49 0.00 0.04 0.53 0.25 0.28
--------------------------------------------------------------------------------------------------------------------------------------------------------
48. The substitutions are expected to provide significant benefits
to Contract owners, including improved selection of portfolio managers
and simplification of fund offerings through the elimination of
overlapping offerings. The Applicants believe that the subadvisers to
the Replacement Funds overall are better positioned to provide
consistent above-average performance for their Funds than are the
advisers or sub-advisers of the Existing Funds. At the same time,
Contract owners will continue to be able to select among a large number
of funds, with a full range of investment objectives, investment
strategies, and managers.
49. The substitutions, each of which replaces outside funds with
funds for which JHIMS acts as investment adviser, will permit JHIMS,
under a Multi-Manager Order to hire, monitor and replace sub-advisers
as necessary to seek optimal performance and to ensure a consistent
investment style. JHT has been subject to the Multi-Manager Order since
2000.
50. In addition, Contract owners with Subaccount balances invested
in shares of the Replacement Funds will, in every case, have lower
total expense ratios than they currently have in the Existing Funds. In
each case, the Total Expenses of the Replacement Funds (even without
applicable fee waivers) are lower than those of the Existing Funds with
their fee waivers. For Contract owners with account balances in funds
involved in the substitutions, the substitutions are therefore expected
to result in decreased expense ratios. Moreover, there will be no
increase in Contract fees and expenses, including mortality and expense
risk fees and administration and distribution fees charged to the
Separate Accounts as a result of the substitutions. The Applicants
believe that the Replacement Funds have investment objectives, policies
and risk profiles, as described herein, that are either substantially
the same as, or sufficiently similar to, the corresponding Existing
Funds to make those Replacement Funds appropriate candidates as
substitutes. The Insurance Companies considered the performance history
of the Existing Funds and the Replacement Funds and determined that
Contract owners would not be materially adversely affected as a result
of the substitutions.
51. Applicants represent that relieving the Separate Accounts of
the administrative burdens of interfacing with several unaffiliated
investment company complexes is expected to simplify compliance,
accounting and auditing and, generally, to allow the Insurance
Companies to administer the Contracts more efficiently.
52. In addition, as a result of the substitutions, neither JHIMS
nor any of its affiliates will receive increased amounts of
compensation from the charges to the Separate Accounts related to the
Contracts or from Rule 12b-1 fees or revenue sharing currently received
from the investment advisers or distributors of the Existing Funds.
Applicants' Legal Analysis and Conditions
1. The prospectuses by which the Contracts are offered state that
the Insurance Companies have, subject to the requirements of the Act,
the right to substitute the shares of any underlying registered
investment company held by the Separate Accounts with shares of another
registered investment company.
2. The Contracts expressly reserve to the applicable Insurance
Company the right, subject to compliance with applicable law, to
substitute shares of another investment company for shares of an
investment company held by a sub-account of the Separate Accounts. The
prospectuses for the Contracts and the Separate Accounts contain
appropriate disclosure of this right.
3. With respect to each proposed substitution, Contract owners with
balances invested in the Replacement Fund will have a lower expense
ratio in all cases.
4. The proposed Replacement Fund for each Existing Fund has an
investment objective that is at least substantially similar to that of
the Existing Fund. Moreover, the principal investment policies of the
Replacement Funds are similar to those of the corresponding Existing
Funds.
5. By a supplement to the prospectuses for the Contracts and the
Separate Accounts, each Insurance Company has notified all owners of
the Contracts of its intention to take the necessary actions, including
seeking the order requested by this application, to substitute shares
of the funds as described herein. The supplement advises Contract
owners that from the date of the supplement until the date of the
proposed substitution, owners may make transfers of Contract value (or
annuity unit exchange) out of the Existing Fund Subaccount to another
Subaccount permitted under their respective Contracts without the
transfer (or exchange) being treated as one of a limited number of
permitted transfers (or exchanges) or a limited number of transfers (or
exchanges) permitted without a transfer charge. The supplement also
informs Contract owners that the Insurance Company will not exercise
any rights reserved under any Contract to impose additional
restrictions on transfers until at least 30 days after the proposed
substitutions, except that the Insurance Companies may impose
restrictions on transfers to prevent or limit ``market timing''
activities by Contract owners or agents of Contract owners. The
supplement also advises Contract owners that for at least 30 days
following the proposed substitutions, the Insurance Companies will
allow Contract owners affected by the substitutions to make transfers
of Contract value (or annuity unit exchange) out of the Replacement
Fund Subaccount to another Subaccount permitted under their respective
Contracts without the transfer (or exchange) being treated as one of a
limited number of permitted transfers (or exchanges) or a limited
number of transfers (or exchanges) permitted without a transfer charge.
6. The proposed substitutions will take place at relative net asset
value in conformity with the requirements of Section 22(c) of the Act
and Rule 22c-1 thereunder with no change in the amount of any Contract
owner's Contract value, cash value, or death benefit or in the dollar
value of his or her investment in the Separate Accounts.
7. It is expected that the substitutions will be effected by
redeeming shares of an Existing Fund for cash and using the cash to
purchase shares of the Replacement Fund.
8. Contract owners will not incur any fees or charges as a result
of the proposed substitutions, nor will their rights or an Insurance
Company's obligations under the Contracts be altered in any way. The
substitutions will not alter in any way the annuity or
[[Page 13837]]
other insurance benefits held by Contract owners of the Contracts. All
expenses incurred in connection with the proposed substitutions,
including brokerage, legal, accounting, and other fees and expenses,
will be paid by the Insurance Companies. In addition, the proposed
substitutions will not impose any tax liability on Contract owners. The
proposed substitutions will not cause the Contract fees and charges
currently being paid by existing Contract owners to be greater after
the proposed substitutions than before the proposed substitutions. No
fees will be charged on the transfers made at the time of the proposed
substitutions because the proposed substitutions will not be treated as
a transfer for the purpose of assessing transfer charges or for
determining the number of remaining permissible transfers in a Contract
year.
9. In addition to the prospectus supplements distributed to owners
of Contracts, within five business days after the proposed
substitutions, Contract owners will be sent a written notice informing
them that the substitutions were carried out and that they may transfer
all Contract value or cash value under a Contract invested in any one
of the Subaccounts on the date of the notice to another Subaccount
available under their Contract at no cost and without regard to the
usual limit on the frequency of transfers from the variable account
options to the fixed account options. The notice will also reiterate
that (other than with respect to ``market timing'' activity) the
Insurance Company will not exercise any rights reserved by it under the
Contracts to impose additional restrictions on transfers or to impose
any charges on transfers until at least 30 days after the proposed
substitutions. The Insurance Companies will also send each Contract
owner current prospectuses for the Replacement Funds involved.
10. Each Insurance Company may also seek approval of the proposed
substitutions from any state insurance regulators whose approval may be
necessary or appropriate.
11. For a two year period following the date of the Substitutions,
the Applicants agree that the total operating expenses of each
Replacement Fund (taking into account any expense waiver or
reimbursement) will not exceed on an annualized basis the net expense
level of the corresponding Existing Fund for the 2005 fiscal year.
12. The Applicants agree that the Insurance Companies will not
increase total separate account charges (net of any reimbursements or
waivers) for any outstanding Contracts involved in the proposed
substitution on the date of the substitutions for a period of two years
from the date of the substitutions. Applicants and the Insurance
Companies may, however, offer additional benefits through one or more
Benefit Riders to owners of such Contracts during such two year period
and impose additional separate account charges related to the purchase
of any such additional benefits.
13. Applicants represent that none of the Replacement Funds was
established for the purpose of effecting the substitutions.
Conclusion
For the reasons and upon the facts set forth above, Applicants
submit that the requested order meets the standards set forth in
Section 26(c). Applicants request an order of the Commission, pursuant
to Section 26(c) of the Act, approving the Substitutions.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-5315 Filed 3-22-07; 8:45 am]
BILLING CODE 8010-01-P
