Sunshine Act Meeting, 39349 [E8-15480]
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Federal Register / Vol. 73, No. 132 / Wednesday, July 9, 2008 / Notices
including the consideration to be paid
and received, as described in this
Application, are reasonable and fair and
do not involve overreaching on the part
of any person concerned. The Section
17 Applicants also submit that the
proposed in-kind purchases by the
Separate Accounts are consistent with
the policies of Penn Mutual and PIA
and the individual Replacement Funds.
Finally, the Section 17 Applicants
submit that the proposed Substitutions
are consistent with the general purposes
of the 1940 Act.
9. To the extent that the Separate
Accounts’ in-kind purchases of
Replacement Fund shares are deemed to
involve principal transactions between
entities which are affiliates of affiliates,
the Section 17 Applicants maintain that
the terms of the proposed in-kind
purchase transactions, including the
consideration to be paid and received by
each Replacement Fund involved, are
reasonable, fair and do not involve
overreaching. In addition, although not
applicable, the Section 17 Applicants
represent that the in-kind transactions
will conform with all of the conditions
enumerated in Rule 17a–7, except that
the consideration paid for the securities
being purchased or sold may not be
entirely cash.
10. The proposed transactions will
take place at relative net asset value in
conformity with the requirements of
Section 22(c) of the 1940 Act and Rule
22c–1 thereunder with no change in the
amount of any Contract Owner’s
Account Value or death benefit or in the
dollar value of his or her investment in
any Sub-Account. Contract Owners will
not suffer any adverse tax consequences
as a result of the Substitutions. The fees
and charges under the Contracts will not
increase because of the Substitutions.
11. Even though they may not rely on
Rule 17a–7, the Section 17 Applicants
believe that the Rule’s conditions
outline the type of safeguards that result
in transactions that are fair and
reasonable to registered investment
company participants and preclude
overreaching. Nevertheless, the
circumstances surrounding the
proposed Substitutions will be such as
to offer the same degree of protection to
each Replacement Fund from
overreaching that Rule 17a–7 provides
to them generally in connection with
their purchase and sale of securities
under that Rule in the ordinary course
of their business. In particular, Penn
Mutual and PIA (or any of their
affiliates) cannot effect the proposed
transactions at a price that is
disadvantageous to any of the
Replacement Funds. Moreover, although
the transactions may not be entirely for
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39349
cash, the Section 17 Applicants assert
that each will be effected based upon (1)
the independent market price of the
portfolio securities valued as specified
in paragraph (b) of Rule 17a–7, and (2)
the net asset value per share of each
Replacement Fund involved valued in
accordance with the procedures
disclosed in its registration statement
and as required by Rule 22c–1 under the
1940 Act. No brokerage commission,
fee, or other remuneration will be paid
to any party in connection with the
proposed transactions.
12. The Section 17 Applicants also
argue that the sale of shares of
Replacement Funds for investment
securities, as contemplated by the
proposed in-kind transactions, is
consistent with the investment policy
and restrictions of the Replacement
Funds because (1) the shares are sold at
their net asset value, and (2) the
portfolio securities are of the type and
quality that the Replacement Funds
would each have acquired with the
proceeds from share sales had the shares
been sold for cash. To assure that the
second of these conditions is met, the
adviser or sub-adviser, as applicable of
a Replacement Fund will undertake to
examine the portfolio securities being
offered to each Replacement Fund and
accept only those securities as
consideration for shares that it would
have acquired for each such fund in a
cash transaction.
13. The Section 17 Applicants also
assert that the proposed in-kind
transactions are consistent with the
general purposes of the 1940 Act as
stated in the Findings and Declaration
of Policy in Section 1 of the 1940 Act
and do not present any of the conditions
or abuses that the 1940 Act was
designed to prevent.
SECURITIES AND EXCHANGE
COMMISSION
Conclusion:
Dated: July 2, 2008.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–15480 Filed 7–8–08; 8:45 am]
For the reasons set forth in the
application, the Applicants each
respectfully request that the
Commission issue an order of approval
pursuant to Section 26(c) of the 1940
Act and an order of exemption pursuant
to Section 17(b) of the 1940 Act.
For the Commission, by the Division
of Investment Management, pursuant to
delegated authority.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–15514 Filed 7–8–08; 8:45 am]
BILLING CODE 8010–01–P
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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 July 10, 2008 at 2 p.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)(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 Atkins, as duty officer,
voted to consider the items listed for the
Closed Meeting in closed session.
The subject matter of the Closed
Meeting scheduled for July 10, 2008 will
be:
Formal orders of investigation;
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings of an
enforcement nature;
Amicus consideration; and
Other matters related 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.
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release Nos. 33–8941; 34–58097; File No.
4–560]
Roundtable on Fair Value Accounting
Standards
Securities and Exchange
Commission.
ACTION: Notice of roundtable discussion;
request for comment.
AGENCY:
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[Federal Register Volume 73, Number 132 (Wednesday, July 9, 2008)]
[Notices]
[Page 39349]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-15480]
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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 July 10, 2008 at
2 p.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)(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 Atkins, as duty officer, voted to consider the items
listed for the Closed Meeting in closed session.
The subject matter of the Closed Meeting scheduled for July 10,
2008 will be:
Formal orders of investigation;
Institution and settlement of injunctive actions;
Institution and settlement of administrative proceedings of an
enforcement nature;
Amicus consideration; and
Other matters related 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: July 2, 2008.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-15480 Filed 7-8-08; 8:45 am]
BILLING CODE 8010-01-P
