Sunshine Act Meetings, 27868 [E8-10720]
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27868
Federal Register / Vol. 73, No. 94 / Wednesday, May 14, 2008 / Notices
been submitted to and approved by the
Commission or are in accordance with
such rules and regulations as the
Commission may have prescribed in
respect of such offers which are in effect
at the time such offer is made.’’ Section
11(c) provides that, irrespective of the
basis of exchange, subsection (a) shall
be applicable to any offer of exchange of
any security of a registered open-end
company for a security of a registered
unit investment trust, or to any offer of
exchange of any security of a registered
unit investment trust for the securities
of any other investment company.
Although all the proposed exchanges
would be at net asset value, the
involvement of any registered unit
investment trust (such as a Separate
Account) requires a prior order of
approval of the Commission.
2. The legislative history of Section 11
indicates that the purpose of the
provision is to provide the Commission
with an opportunity to review the terms
of certain offers of exchange to ensure
that a proposed offer is not being made
‘‘solely for the purpose of exacting
additional selling charges.’’ H. Rep. No.
2639, 76th Cong., 2d Sess. 8 (1940). One
of the practices Congress sought to
prevent through Section 11 was the
practice of inducing investors to switch
securities so that the promoter could
charge investors another sales load.
Applicants assert that the proposed
offers of exchange involve no possibility
of such abuse.
3. Applicants assert that, because the
proposed exchange offers for which
approval is sought will be based on the
relative net asset values or unit values
of the interests being exchanged, there
is no possibility of the abuse to which
Section 11 was directed. Nevertheless,
because each of the proposed exchange
offers involves a unit investment trust,
Section 11(c) makes Section 11(a)
inapplicable irrespective of the basis of
the exchange. Applicants state that
exemptive relief is necessary for
Applicants to offer the proposed
exchange feature.
4. Applicants note that previous
applications under Section 11(a) and
orders granting those applications
appropriately have focused on sales
loads or sales load differentials and
administrative fees to be imposed for
effecting a proposed exchange. Rule
11a–2, adopted under Section 11 of the
1940 Act, provides blanket Commission
approval of certain types of offers of
exchange of one variable annuity
contract for another, or of one variable
life insurance contract for another.
Applicants state that adoption of Rule
11a–3 represents the most recent
Commission action under Section 11 of
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the 1940 Act. As with Rule 11a–2, the
focus of the Rule is primarily on sales
and administrative charges that would
be incurred by investors for effecting
exchanges. Applicants submit that the
terms of the proposed offer are
consistent with Rule 11a–3 because no
sales or administrative charge will be
incurred as a result of the exchange.
Because one investment company
involved in the proposed exchange offer
is organized as a unit investment trust
rather than as a management investment
company, Applicants believe that they
may not rely upon Rule 11a–3.
Class Relief
1. Applicants request that the Order
extend to all similarly situated current
and affiliated entities, defined
previously as Insurance Companies,
Separate Accounts and Distributors.
Applicants also request that the Order
extend to all variable annuity contracts
issued by an Insurance Company that
are substantially similar to the Contracts
and to any share class of any Prudential
Mutual Fund for which there are no
front-end sales charges or deferred sales
charges.
2. Applicants submit that providing
class relief is appropriate. Applicants
assert that because no front-end or
deferred sales charges are applicable
and all exchanges will be at relative net
asset value, there will be no possibility
of the abuses Congress sought to prevent
through Section 11. Furthermore,
without such exemptive relief, before
Participants could be given any
additional exchange options, Applicants
would have to apply for and obtain
additional approval orders. Applicants
believe that such additional
applications would present no new
issues under the 1940 Act not already
addressed in the application.
Conclusion
For the reasons and upon the facts
summarized above, Applicants submit
that the proposed exchange offers at net
asset value do not involve any of the
abuses that Section 11 is designed to
prevent and provide a benefit to
Participants by expanding exchange
privileges under Programs designed to
provide a mix of investment options and
annuity benefits for retirement savings.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8–10705 Filed 5–13–08; 8:45 am]
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SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
Federal Register Citation of Previous
Announcement: [To be published].
STATUS: Open Meeting.
PLACE: 100 F Street, NE., Washington,
DC.
DATE AND TIME OF PREVIOUSLY ANNOUNCED
MEETING: May 14, 2008 at 10 a.m.
Additional Item
Date Change.
The following matter will be
considered during the 10 a.m. Open
Meeting scheduled for Wednesday, May
21, 2008, at 10 a.m., in the Auditorium,
Room L–002:
The Commission will consider
whether to propose amendments to
provide for mutual fund risk/return
summary information to be filed with
the Commission in interactive data
format.
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)
942–7070.
CHANGE IN THE MEETING:
Dated: May 8, 2008.
Nancy M. Morris,
Secretary.
[FR Doc. E8–10720 Filed 5–13–08; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
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 a Closed Meeting
on May 15, 2008 at 10 a.m.
Commissioners, Counsel 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 also may 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)(3), (5), (7), (9)(B), and
(10) and 17 CFR 200.402(a)(3), (5), (7),
9(ii) and (10), permit consideration of
the scheduled matters at the Closed
Meeting.
Commissioner Atkins, as duty officer,
voted to consider the items listed for the
Closed Meeting in closed session.
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[Federal Register Volume 73, Number 94 (Wednesday, May 14, 2008)]
[Notices]
[Page 27868]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-10720]
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SECURITIES AND EXCHANGE COMMISSION
Sunshine Act Meetings
Federal Register Citation of Previous Announcement: [To be
published].
Status: Open Meeting.
Place: 100 F Street, NE., Washington, DC.
Date and Time of Previously Announced Meeting: May 14, 2008 at 10 a.m.
Change in the Meeting: Additional Item Date Change.
The following matter will be considered during the 10 a.m. Open
Meeting scheduled for Wednesday, May 21, 2008, at 10 a.m., in the
Auditorium, Room L-002:
The Commission will consider whether to propose amendments to
provide for mutual fund risk/return summary information to be filed
with the Commission in interactive data format.
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) 942-7070.
Dated: May 8, 2008.
Nancy M. Morris,
Secretary.
[FR Doc. E8-10720 Filed 5-13-08; 8:45 am]
BILLING CODE 8010-01-P
