[Federal Register: September 6, 2006 (Volume 71, Number 172)]
[Notices]
[Page 52593-52598]
[DOCID:fr06se06-118]

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

 SECURITIES AND EXCHANGE COMMISSION

[Release Number IC-27471; File No. 812-13236]

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

August 29, 2006.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for an Order pursuant to section 11(a) of
the Investment Company Act of 1940, as amended (the ``Act''), approving
the terms of a proposed offer of exchange.

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

Applicants: Principal Life Insurance Company (``Principal'' or the
``Company''); Principal Life Insurance Company Variable Life Separate
Account (the ``Account''); and Princor Financial Services Corporation
(``Princor'') (collectively, ``Applicants'').

Summary of Application: Applicants request an order approving the terms
of a proposed offer of exchange of new flexible variable universal life
insurance policies issued by Principal and participating in the Account
(the ``New Policies'') for certain outstanding flexible variable
universal life insurance policies issued by Principal and participating
in the Account (the ``Old Policies'') (collectively with the New
Policies, the ``Policies'').

Filing Date:  The application was filed on September 23, 2005, and
amended on July 31, 2006, and August 29, 2006.

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, in person
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on September, 25, 2006, and should be accompanied by proof of
service on the Applicants, in the form of an affidavit or, for lawyers,
a certificate of service. Hearing requests should state the nature of
the writer's interest, the reason for the request, and the issues
contested. Persons may request notification of a hearing by writing to
the Secretary of the Commission.

ADDRESSES: Secretary: Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090; Applicants: c/o John W. Blouch, Esq.,
Dykema Gossett PLLC, Franklin Square Building, 1300 I Street, NW.,
Suite 300 West, Washington, DC 20005.

FOR FURTHER INFORMATION CONTACT: Rebecca A. Marquigny, Senior Counsel,
or Joyce M. Pickholz, Branch Chief, Office of Insurance Products,
Division of Investment Management, at<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The following is a summary of the
Application. The complete Application is available for a fee from the
Commission's Public Reference Branch, SEC's Public Reference Branch,
100 F Street, NE., Room 1580, Washington, DC 20549 (telephone (202)
551-8090).

Applicants' Representations

    1. Principal is a stock life insurance company and is a wholly-
owned subsidiary of Principal Financial Group, Inc. organized under the
laws of Iowa in 1879. It is authorized to transact life insurance and
annuity business in 50 states and the District of Columbia.
    2. The Account was established on November 2, 1987, pursuant to a
resolution of the Executive Committee of Principal's board of
directors. The Account is organized and registered under the Act as a
unit investment trust (File No. 811-5118).
    3. Princor, the principal underwriter for the Policies and for
certain other variable insurance policies and mutual funds sponsored by
Principal, is a wholly-owned subsidiary of Principal Financial Group,
Inc. Princor is registered with the Commission as a broker-dealer and
is a member of NASD, Inc.
    4. The New Policies are offered pursuant to a registration
statement filed on January 30, 2002, under the Securities Act of 1933
(the `` '33 Act''), and effective on May 28, 2002 (File No. 333-81714).
    5. The New Policies are flexible premium variable universal life
insurance policies that permit the accumulation of policy values on a
variable, fixed or combination of variable and fixed basis. The New
Policies allow for unscheduled premium payments or the establishment of
a premium payment schedule. The New Policies terminate when the death
proceeds are paid, when the maturity proceeds are paid, or when a
policy is surrendered. The New Policy also terminates at the expiration
of a 61-day grace period following a date when notice is given that the
net policy value is less than the monthly policy charge. The New Policy
matures at the insured's attained age of 100. On that date, if the
insured is living, the Policy is in force and the insured does not want
the maturity date extended, Principal will pay maturity proceeds equal
to the net surrender value. The minimum face amount of a New Policy is
$100,000.
    6. Policy values of the New Policies may be allocated to the
Subaccounts of the Account that currently invest in 71 different
investment company portfolios (``Underlying Funds''). Amounts invested
in the Underlying Funds are subject to the management, administration
and distribution fees paid and other expenses incurred by the
Underlying Funds. Policy values may also be accumulated on a guaranteed
basis by allocation to Principal's general account (the ``Fixed
Account''). Fixed account interest is guaranteed to be credited at a
rate of at least 3% compounded annually.
    7. The New Policy provides that after the initial allocation of
premiums, the owner may transfer amounts among the subaccounts of the
Account (``Subaccounts'') or the Fixed Account subject to the following
restrictions. The owner may not make both a scheduled fixed account
transfer and an unscheduled fixed account transfer in the same policy
year where the transfer is from the Fixed Account. One unscheduled
transfer from the Fixed Account may be made during the first 30-day
period of each calendar quarter.
    8. Unscheduled transfers including transfers not involving the
Fixed Account are otherwise allowed, subject to a fee of up to $25 for
each unscheduled transfer after the first unscheduled transfer in a
policy month. Scheduled transfers from one Subaccount to another
Subaccount are allowed at no charge. The Company reserves the right to
reject a transfer if the transfer would disrupt the management of the
Underlying Funds or the Account.
    9. Policy values under the New Policies may be accessed by means of
policy loans, partial surrenders, or total surrender. The owner of a
New Policy may borrow up to 90% of the net policy value. The net loan
cost is 1.0% during the first 10 policy years and 0.3% thereafter until
the policy maturity date, when the net loan cost is zero. The net loan
cost is computed based on loan interest at 5.0% per year for the first
10 policy years, 4.3% after policy year 10, and 4.0% if coverage is
extended beyond the maturity date, as offset by the loan crediting rate
of 4.0%. The owner of a New Policy may make partial surrenders, each in
a minimum amount of $500, on or after the 1st policy anniversary. The
partial surrender may not be greater than 90% of the net policy value.
A transaction fee of $25 is charged for each partial surrender after
the second in a policy year. The policy value will be reduced by the
amount of the partial surrender plus any transaction fee. The owner of
a New Policy may surrender the policy in full. No surrender or
contingent deferred sales charge is imposed on a total surrender. There
is no refund of any monthly policy charge deducted before the full
surrender effective date. A surrender will be paid at the end of the
valuation period during which the surrender request is received, except
that payment of the fixed account portion of the net surrender value
may be deferred as set out in the prospectus.
    10. The New Policy offers a free look provision, whereby the
insured can return the Policy along with a written request to terminate
the Policy before the later of 10 days after the owner receives the
policy, or such date as specified by applicable state law. If returned,
the Company will refund the full amount of premiums when required by
state law; otherwise, the Company will refund the net policy value.
    11. The owner of a New Policy may request a change in the policy
face amount provided that the Policy is not in a grace period. The
minimum increase in policy face amount is $10,000. Principal will
approve the request to increase the face amount if the insured is alive
and age 75 or less at the time of the request and Principal receives
satisfactory evidence that the insured is insurable under underwriting
guidelines in place at the time of the request. On or after the first
policy

anniversary, the policy owner may request a decrease in face amount
that does not reduce total face amount below $100,000. There is no
transaction fee for the face amount decrease.
    12. The New Policies offer a death benefit equal to a choice of the
following options: (1) The greater of the total face amount or the
surrender value multiplied by the applicable percentage based on
Section 7702 of the Internal Revenue Code (``IRC''); (2) the greater of
the total face amount plus the policy value or the surrender value
multiplied by the applicable percentage; and (3) the greater of the
total face amount plus premiums paid less partial surrenders (if
positive) or the surrender value multiplied by the applicable
percentage. Death proceeds equal the death benefit plus interest, minus
loan indebtedness and any overdue monthly policy charges. Proceeds will
be paid to the beneficiaries when the insured dies as long as the
Policy is in force.
    13. The New Policies provide for a front-end sales load equal to
the following percentages of premiums paid up to the target premium:
4.50% in year 1, 7.0% in years 2 through 5, and 3.0% in years 6
through10. The target premium is based on policy face amount, and the
insured's age, risk classification and, if applicable, gender. The same
charges apply to face amount increases and are based on the target
premium for the increase (``incremental target premium''). Premiums
paid after an increase in face amount are allocated between the ``base
Policy'' and the ``incremental Policy'' that was added by the increase
according to the relative face amounts of the base Policy and the
incremental Policy. No charge applies to payments in excess of the
applicable target or incremental target premium. For payments made more
than 10 years after the last face amount increase (or, if none, initial
premium payment), Principal reserves the right to charge up to maximum
of 3.0% of premiums paid up to or equal to the relevant target or
incremental target premium.
    14. 2% of premiums paid are deducted from premium payments under
the New Policy for state, federal and local taxes. 1.25% of premiums
received is deducted for Principal's increased federal income tax
obligations attributed to its amortization over a ten year period of a
portion of its expenses in offering the New Policies (``DAC Taxes'').
    15. Under the New Policies, on the policy date and each monthly
date thereafter, a monthly policy charge is deducted from the policy
value for: (a) Cost of insurance, (b) an asset based charge, and (c)
charges for any optional insurance benefits added by riders. The cost
of insurance charge for standard underwriting is guaranteed to be no
more than that permitted under the applicable 1980 Commissioners
Standard Ordinary Mortality Table (``1980 CSO Table''). Risk classes
used in computing cost of insurance charges under the New Policy
include preferred non-smoker, preferred smoker, standard non-smoker,
and standard smoker, as well as a range of substandard and flexible
underwriting classes which can carry charges in excess of the 1980 CSO
Table. The annualized asset based charge equals 0.3% of variable policy
value and can be increased to 0.6%. Exchange offerees will receive
prior notice of any rate increase.
    16. The following supplemental insurance benefit riders are
available (without charge unless indicated) and may be included in New
Policies at issue: (a) A Change of Insured Rider allowing a business to
change the insured when an employee leaves employment or ownership of
the business changes; (b) an Enhanced Cash Surrender Value Rider
providing for payment of an additional amount at the time of full
surrender if it occurs during the first ten policy years; (c) an
Extended Coverage Rider extending the Policy beyond the maturity date
provided the insured is living and the Policy is still in force on the
maturity date; (d) a Death Benefit Guarantee Rider extending the no-
lapse guarantee provision provided sufficient premiums are paid; and,
(e) a Supplemental Benefit Rider which provides reduced-cost additional
insurance (face amount).
    17. The Old Policies are offered pursuant to a registration
statement filed on January 8, 1996, under the '33Act, and effective on
February 1, 1997 (File No. 333-00101).
    18. The Old Policies are flexible premium variable universal life
insurance policies that permit the accumulation of policy values on a
variable, fixed, or combination of variable and fixed basis. Where
permitted by state law, the Old Policies have either a 24-Month Minimum
Required Premium provision (``24 MRP'') or a 5-Year No-Lapse Guarantee
provision (``NLG''). The 24MRP provision ensures that the policy will
not lapse during the first 24 months after the policy date if the
premiums paid are greater than or equal to the minimum required
premium. The NLG provision provides that if the owner pays total
premiums satisfying the provision requirement, prior to the 5th policy
anniversary, the policy will not terminate even if the net surrender
value cannot cover the monthly policy charge. Old Policies terminate
after the maturity date, upon payment of the death benefit, on a full
surrender of a policy for its net surrender value, or at the end of a
61-day grace period beginning the monthly date where the current
monthly charges are higher than net surrender value and neither lapse
prevention provision applies. The Old Policies maturity date is the
policy anniversary following the 95th birthday of the insured. At
maturity (assuming no extended coverage rider is in effect), the policy
owner is paid accumulated policy value less outstanding policy loans
and unpaid interest.
    19. The Old Policy minimum face amount is $50,000 (or $25,000 for
guaranteed issue special underwriting). Values may be allocated to
Subaccounts currently investing in 44 Underlying Funds or the Fixed
Account guaranteeing at least 3% interest compounded annually.
    20. Policy values of the Old Policies may be transferred among the
Subaccounts of the Account without charge, although Principal reserves
the right to charge of up to $25 per unscheduled transfer after the
first 12 in a policy year. Transfers to and from the Fixed Account are
permitted subject to certain restrictions.
    21. Policy values under the Old Policies may be accessed by means
of policy loans partial surrenders, or total surrenders. The owner of
an Old Policy may borrow up to 90% of the net surrender value at a net
loan cost of 2.0% for the first 10 policy years and 0.25% thereafter
until maturity when the cost is zero. The net loan cost is based on
loan interest at 8.0% per year. Interest credited to the loan account
is 6.0% for the first ten policy years and 7.75% thereafter and 8.0% if
coverage is extended beyond the maturity date. Partial surrenders of an
Old Policy are permitted no more than two times per year in minimum
amounts of $500. The total of the amount(s) surrendered may not be
greater than 75% of the net surrender value (as of the date of the
request for the first partial surrender in that policy year). The
policy value is reduced by the amount of the partial surrender plus the
lesser of $25 or 2% of the partial surrender. The owner of an Old
Policy also may surrender the policy in full. There is a surrender
charge including a contingent deferred sales load, contingent deferred
administrative charge and other charges. Surrenders are paid at the end
of the valuation period when the request is received, but the portion
attributable to the fixed account may be deferred as the prospectus
provides.

    22. If the policy is not in a grace period and monthly charges are
not waived by rider, the Old Policy owner may increase the policy face
amount by a minimum of $50,000. Principal will approve the face amount
increase request if, at the time of the request, the owner is age 85 or
less, and Principal receives satisfactory evidence that the owner is
insurable under underwriting guidelines in place at that time. On or
after the second policy anniversary, the owner may also request a face
amount decrease provided it does not reduce the total face amount below
$50,000. No transaction fee applies to such decrease.
    23. The Old Policies offer two death benefit options: A level death
benefit equal to face amount or a death benefit equal to face amount
plus policy value. If necessary to meet the definition of life
insurance in section 7702 of the IRC, the death benefit under either
option may be greater.
    24. The Old Policies have both a front-end sales load and a
contingent deferred sales charge (``CDSC''). The front-end sales load
is 2.75% of (a) premiums paid during each of the first ten policy years
up to the target premium for the initial face amount, and (b) for the
first ten policy years after a face amount increase, premiums allocable
to that increase up to the target premium for that incremental increase
(an ``incremental target premium''). Premiums paid after a face amount
increase are allocated according to the relative face amounts of the
``base Policy'' and the ``incremental Policy'' added by the increase.
Within the first ten policy years (or years after an increase),
payments in excess of the relevant base or incremental target premium
are assessed a 0.75% front-end sales load. The charge does not apply to
payments made after ten policy years or the equivalent period following
an increase.
    25. A surrender charge consisting of the CDSC and a contingent
deferred administrative charge (``CDAC'') is imposed upon full
surrender of the Old Policy within ten years of the policy date or of a
face amount increase. The CDAC is $3 per $1,000 of face amount, but is
guaranteed not to exceed $1,500. The maximum CDSC is 47.25% of the
first two target premiums received (and the first two target premiums
received for any face amount increase) for insureds under age 66 years.
If the insured is older than 65 at the policy date or the date of a
face amount increase, then the number of target premiums to which CDSC
charges apply is reduced from two to: (a) 1.5 for ages 66-70; (b) 1.1
for ages 71-75; (c) 0.8 for ages 76-80; or (d) 0.5 for ages 81-85.
(After age 85, Old Policies will no longer be issued nor face amount
increases permitted.)
    26. The CDSC applies only at the time of a full surrender or lapse
of an Old Policy; it does not apply to partial surrenders. There is a
charge for processing partial surrenders equal to the lesser of $25 or
2% of amount of the partial surrender. Decreases in face amount do not
reduce the CDSC; it continues to reflect the highest face amount of the
Old Policy. The amount of the CDSC is computed as of the date that the
surrender or lapse occurs and decreases over time.\1\
---------------------------------------------------------------------------

    \1\ In years 1 through 5, the CDSC charge is 100% of the maximum
CDSC; in years 6 through 10, the charges for each year are 95.24%,
85.715%, 71.43%, 52.38%, respectively. The CDSC for a surrender or
lapse in the first two policy years may be lower for certain
contracts as described in the application.
---------------------------------------------------------------------------

    27. Under the Old Policies, charges are deducted from premium
payments for: State and local taxes (2.2% of premiums) and federal
taxes (1.25%). These charges are expected to recover tax obligations of
Principal as a result of its receipt of premiums under the Old
Policies.
    28. Under the Old Policies to reimburse Principal for the cost of
maintaining the Old Policies, the guaranteed maximum $10.00 per month
administration charge is assessed.
    29. The Old Policy cost of insurance charge for standard
underwriting is guaranteed to be no more than that permitted under the
applicable 1980 CSO Table and is deducted from the Old Policy value
each month. This charge compensates Principal for providing insurance
protection under the Old Policy and varies from insured to insured
based upon issue age, gender (except where unisex rates are mandated by
law), duration since issue, smoking status and risk classification.
Risk classes used in computing cost of insurance charges under the Old
Policies include: preferred non-smoker, preferred smoker, standard non-
smoker and standard smoker. In addition, the Company offers substandard
and flexible underwriting arrangements which may result in charges in
excess of the 1980 CSO Table.
    30. A mortality and expense risks charge is deducted monthly from
each Old Policy's Subaccount value. The annual rate for policy years 1
through 9 is 0.90% and 0.27% thereafter.
    31. The Old Policies may be issued with optional insurance riders
providing for a waiver of charges or premiums in the event of
disability, change of insured, accelerated benefits in the event of
terminal illness, extended coverage beyond the Old Policy's maturity
date and a death benefit guarantee. Where permitted by state law, [if
certain conditions are met] the death benefit guarantee rider is
included with an Old Policy automatically at issue. Under the Old
Policies, there are three optional riders that permit face amount
increases without new evidence of insurability (the ``Increase
Riders''). A policy owner may only select one.
    32. The Company also issues an Accounting Benefit Rider on Old
Policies. It can be used only in connection with sale of the Old
Policies as corporate owned life insurance (the ``Accounting Benefit
Rider'') and effectively waives the surrender charges. This rider is
designed to minimize the adverse impact on the financial statements of
the purchaser (a corporation or other business entity), which would
otherwise result under generally accepted accounting principles, by
allowing the purchaser to match its expenses incurred in connection
with the issuance of the Old Policy with its liquidation value.
    33. Applicants represent that the most significant differences
between the Old and New Policies are the following:
    (a) The New Policies were designed exclusively for the corporate-
owned life insurance market. The Old Policies were designed for the
retail market and, secondarily, for the corporate-owned life insurance
market.
    (b) The New Policy has no surrender charges. The Old Policy has
surrender charges comprised of a contingent deferred sales charge and a
contingent deferred administrative charge during the first ten policy
years and ten years following each face amount increase.
    (c) The New Policy does not have an administration charge. The Old
Policy has an administration charge of $10.00 per month.
    (d) The New Policies currently offer a Fixed Account funding option
and 71 Subaccounts; the Old Policies offer a Fixed Account funding
option and 44 Subaccounts.
    (e) The maximum sales charge for the Old Policy imposed for years
one through 10 after issue or face amount increase is 2.75% of premiums
paid up to a target premium and 0.75% of excess premiums paid over the
target premium. The maximum sales charge for the New Policy is 4.50% of
premiums paid in policy year one up to the target premium, 7.0% of
target premiums paid in policy years 2 through 5, and 3.0% of target
premiums paid in policy years 6 through 10. The Company reserves the
right to impose a charge under the New Policy for years 11 and beyond
up to 3.0% of target premiums. The Old

Policies charge 3.45% and the New Policies charge 3.25% of premiums
paid for Federal, state and local taxes.
    (f) The Old Policy currently has a mortality and expense risks
charge of 0.90% of the Subaccount values. The New Policy has an asset-
based charge of 0.30% of Subaccount values.
    (g) Flexible and substandard underwriting programs are available
under both the Old and New Policies. If flexible or substandard
underwriting was used to issue the Old Policy or will be used to issue
the New Policy, the cost of insurance charges may be greater than
standard underwriting because of higher anticipated mortality. Although
the calculation methodologies used to determine the cost of insurance
charges for substandard and for flexible underwriting programs are
different for the Old and New Policies, the cost of insurance charge
for substandard and for flexible underwriting on New Policies will
never exceed the cost of insurance charges for substandard and for
flexible underwriting on Old Policies.
    (h) The minimum face amount for Old Policies is $50,000 and
$100,000 for New Policies.
    (i) The Old Policy minimum face amount increase is $50,000, while
the New Policy provides for a minimum face amount increase of $10,000.
The Old Policy permits face amount decreases only after the second
policy year; the New Policy permits decreases after the first policy
year. The New Policies do not permit decreases that would reduce the
face amount below $100,000; the Old Policies set this floor at $50,000
($25,000 for guaranteed issue underwriting).
    (j) The Old Policies offer a choice of two death benefit options;
the New Policies offer three.
    (k) The net loan cost on the Old Policy is 2% during the first 10
policy years, and 0.25% thereafter until the policy maturity date, when
the net loan cost is zero. The net loan cost for the New Policy for the
same periods is 1%, 0.3% and zero.
    (l) Both Old and New Policies offer these riders: Change of
Insured, Extended Coverage (meaning coverage beyond the Maturity Date)
and Death Benefit Guarantee. The Supplemental Benefit and the Enhanced
Cash Surrender Value riders are only offered in the New Policy. The Old
Policies offer the following riders that are unavailable under the New
Policies: Waiver of Monthly Policy Charges, Accidental Death Benefit,
Cost of Living, Extra Protection Increase, Salary Increase, Child Term,
Waiver of Specified Premium, Spouse Term Insurance, Accelerated
Benefits, and Accounting Benefit. Applicants represent that these
riders have not been made available under the New Policies because they
are not designed for the corporate-owned life insurance market or the
New Policies do not need them because there are no surrender charges.
    34. Applicants represent that the offer to exchange New Policies
for Old Policies will be made to all of the approximately 125 policy
owners who own one or more of the 1,000 Old Policies that meet all of
the following criteria on the offer date: (i) Are trust or corporate
owned; (ii) are used in connection with nonqualified deferred
compensation plans (``NQDC plans''); (iii) are not within the 61 day
grace period and have not lapsed; (iv) qualify for a New Policy under
Principal's current underwriting requirements; (v) have an insurable
interest and written consent from the insured employee permitting the
owner to purchase the New Policy; (vi) were not issued with guaranteed
issue underwriting; and (vii) are not currently named in any filed
bankruptcy or insolvency proceeding.
    35. Applicants also represent that the offer to exchange New
Policies for Old Policies will be made by providing owners of Old
Policies with a prospectus for the New Policy, accompanied by a letter
explaining the offer and sales literature that compares the two
Policies. Applicants state that the offering letter will advise the Old
Policy owner that personalized illustrations of the Old Policy and the
New Policy using the information particular to that owner are available
without cost upon request.
    36. Applicants represent that the exchange offer will remain open
for at least 6 months after the date of an order granting the exchange
application. Applicants state that, upon acceptance of the exchange
offer, a New Policy will be issued with the same face amount and policy
value as the Old Policy surrendered in the exchange, unless the face
amount of the New Policy is increased to meet the definition of life
insurance under section 7702 of the IRC.
    37. Applicants further represent that immediately following the
exchange, the ``owner'' and ``insured'' of the New Policy must be the
same as the ``owner'' and ``insured'' under the exchanged Old Policy.
Applicants state that the New Policy will treat all charges and loads,
the free look period, the incontestability, and suicide provisions as a
new issue.
    38. Applicants indicate that the risk class for a New Policy
acquired by the exchange will be the one most similar to the risk class
for the Old Policy. Applicants state the if the Old Policy includes a
face amount increase at a risk class worse than that for the Old Policy
as originally issued, then the New Policy will be issued at the risk
class most similar to that for the Old Policy as originally issued.
Applicants indicate that new evidence of insurability will not be
required as a condition of the exchange unless (i) the owner applies to
have the insured's rating upgraded; or (ii) the owner requests a face
amount increase at the time of the exchange. Applicants represent that
any increase in face amount or upgrade in rating in connection with the
exchange will take effect under the New Policy on the monthly
anniversary after the new underwriting requirements have been
satisfied.
    39. Applicants represent that no surrender charge will be deducted
upon the surrender of an Old Policy in connection with an exchange, and
no premium loads will be deducted from the proceeds of that surrender
when applied to the purchase of the New Policy as part of the exchange.
Applicants state that all costs associated with the administration of
the exchange offer, including the costs of commission payments, will be
borne solely by the Company.
    40. Applicants state that the exchange is available only to Old
Policies that do not have any outstanding loans and that loans can be
repaid either in cash or by means of a partial surrender. Applicants
represent that the face amount the Old Policy has after any loan has
been repaid will be the face amount of the New Policy. Applicant
further represent that any offering materials delivered to the Old
Policy owners describing the exchange will include the fact that loans
must be repaid prior to the exchange and that repayment of the loan by
means of a partial surrender could have adverse tax consequences.

Applicants' Legal Analysis

    1. Section 11(a) of the Act makes it unlawful for any registered
open-end company, or any principal underwriter for such a company, to
make an offer to the holder of a security of such company, or of any
other open-end investment company, to exchange his security for a
security in the same or another such company on any basis other than
the relative net asset values of the respective securities, unless the
Commission has approved the terms of the offer by exemptive order or
the offer complies with Commission rules adopted under section 11
governing exchange offers. Section 11(c) of the Act, which applies to
offers to exchange the securities of a registered unit

investment trust for the securities of any other investment company,
provides that the requirements of section 11(a) are applicable
regardless of whether the exchange is on the basis of net asset value.
    2. Because the proposed exchange offer constitutes an offer of
exchange of two securities, each issued by a registered unit investment
trust, Applicants may make the proposed exchange offer only after the
Commission has approved the terms of the offer by an order pursuant to
section 11(a) of the Act unless the terms of the exchange offer are
consistent with those permitted by Commission rule.
    3. Rule 11a-2 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. Variable annuity
exchanges are permitted by Rule 11a-2 provided that the only variance
from a relative net asset value exchange is an administrative fee
disclosed in the offering account's registration statement and a sales
load or sales load differential calculated according to methods
prescribed in the rule. However, no exchange is permitted under Rule
11a-2 that involves a variable annuity acquired or exchanged that has
both a front-end and a deferred sales load. Although the conditions
required by Rule 11a-2 for variable life insurance policies are less
extensive than those for variable annuities, there is Commission
language in the release adopting Rule 11a-2 that suggests that the rule
may have been intended to permit only exchanges of funding options
within a single variable life insurance policy but not the exchange of
one such policy for another. Investment Company Act Release No. 13407
(July 28, 1983) at ``(2) Exchange Offers by Variable Life Insurance
Separate Accounts.'' Because of the uncertainty as to the relief
accorded by Rule 11a-2 for variable life insurance policies, Applicants
can not rely on that rule.
    4. Rule 11a-3 takes a similar approach to that of Rule 11a-2. As
with Rule 11a-2, the focus of Rule 11a-3 is primarily on sales or
administrative charges that would be incurred by investors for
effecting exchanges. Applicants represent that the terms of the
proposed offer are consistent with the Commission's approach in Rule
11a-3, to the extent that no additional sales charges will be incurred
in connection with the exchange and no administrative fees will be
charged to effect the exchange. However, because the investment company
involved in the proposed exchange offer is a registered separate
account and is organized as a unit investment trust rather than as a
management investment company, Applicants can not rely upon Rule 11a-3.
    5. Applicants represent that the terms of the proposed exchange
offer do not present the abuses against which section 11 was intended
to protect. Applicants assert that no additional sales load or other
fee will be imposed at the time of exchange, other than charges related
to new underwriting needed for (i) certain optional insurance riders,
(ii) a change to an improvement of underwriting classification, or
(iii) a face amount increase.
    6. Applicants state that the policy value and face amount of a New
Policy acquired in the proposed exchange will be the same immediately
after the exchange as that of the Old Policy immediately prior to the
exchange, except in those instances where the face amount is increased
so as to comply with Section 7702 of the IRC. Accordingly, Applicants
assert that the exchanges, in effect, will be relative net asset value
exchanges that would be permitted under section 11(a) if the Account
were registered as a management investment company rather than as a
unit investment trust.
    7. Applicants represent that the description of the proposed
exchange offer in letters to old policy owners and in the New Policy's
prospectus will provide full disclosure of the material differences
between the Old and New Policies. Further, Applicants state that: (a)
Those letters, and any other sales literature used in connection with
the exchange offer, will have been filed with NASD, Inc. for review;
(b) each old policy owner will be offered, at no charge, personalized
illustrations that compare the Old and New Policies; and (c) the
personal illustrations will show whether a New Policy has greater or
lesser costs and charges than the Old Policy. Applicants maintain that
the New Policies should be less expensive than the Old Policies for
many, if not most, policy owners, and contend that even where
personalized illustrations show that the New Policy may be more
expensive than the Old Policy, the owner may determine that the
availability of a broader range of variable investment options under
the New Policy make the New Policy more attractive than the Old Policy.
Applicants assert that the disclosure and the illustrations provided
upon request will provide Old Policy owners with sufficient information
to determine which Policy they prefer.
    8. Applicants contend that, like those cited, the present
application involves an exchange offer that does not present any
duplication of sales loads or administrative fees. Because no
additional sales load or administrative charges for effecting an
exchange will be incurred as a result of any exchange pursuant to the
proposed offer (other than in connection with underwriting for riders
or for a face amount increase or for an improvement of underwriting
classification), Applicants submit that the terms of the proposed offer
are routine ones that may properly be approved by an order issued by
the Division of Investment Management pursuant to delegated authority.

Conclusions

    Applicants submit that, for the reasons summarized above and to the
extent necessary or appropriate, approval of Applicants' offer of
exchange as described, and subject to the conditions set forth in this
Application, is appropriate in the public interest and consistent with
the protection of investors and the purposes fairly intended by the
policies and provisions of the Act. Therefore, Applicants submit that
the Commission should grant the approval sought by this Application.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Nancy M. Morris,
Secretary.
[FR Doc. E6-14699 Filed 9-5-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: April 9, 2009 (Volume 74, Number 67)]
[Proposed Rules]
[Page 16160]
[DOCID:fr09ap09-17]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

18 CFR Part 38

[Docket No. RM05-5-013]

Standards for Business Practices and Communication Protocols for
Public Utilities

April 3, 2009.
AGENCY: Federal Energy Regulatory Commission.

ACTION: Notice of proposed rulemaking: extension of time for comments.

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

SUMMARY: On March 19, 2009, the Federal Energy Regulatory Commission
(Commission) issued a Notice of Proposed Rulemaking (NOPR) proposing to
incorporate by reference in its regulations at 18 CFR 38.2 the latest
version (Version 002.1) of certain business practice standards adopted
by the Wholesale Electric Quadrant of the North American Energy
Standards Board (NAESB). The date for filing comments on the
Commission's NOPR is being extended at the request of the Electric
Power Supply Association and the Edison Electric Institute.

DATES: Comments on the proposed rule are due May 26, 2009.

ADDRESSES: You may submit comments identified by Docket No. RM05-5-013,
by one of the following methods:
     Agency Web Site: http://ferc.gov. Follow the instructions
for submitting comments via the eFiling link found in the Comment
Procedures Section of the preamble of the Commission's March 19, 2009
NOPR.
     Mail: Commenters unable to file comments electronically
must mail or hand deliver an original and 14 copies of their comments
to the Federal Energy Regulatory Commission, Secretary of the
Commission, 888 First Street, NE., Washington, DC 20426. Please refer
to the Comment Procedures Section of the preamble for additional
information on how to file paper comments.

FOR FURTHER INFORMATION CONTACT: Ryan M. Irwin (technical issues),
Office of Energy Market Regulation, Federal Energy Regulatory
Commission, 888 First Street, NE., Washington, DC 20426, (202) 502-
6454.
    Valerie Roth (technical issues), Office of Energy Market
Regulation, Federal Energy Regulatory Commission, 888 First Street,
NE., Washington, DC 20426,<PHONE_NUMBER>.
    Gary D. Cohen (legal issues), Office of the General Counsel,
Federal Energy Regulatory Commission, 888 First Street, NE.,
Washington, DC 20426,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Notice of Extension of Time

    On April 1, 2009, the Electric Power Supply Association (EPSA) and
the Edison Electric Institute (EEI) filed a joint motion in the above-
proceeding, for an extension of time to file comments on the
Commission's March 19, 2009 Notice of Proposed Rulemaking, 74 FR 12739,
Mar. 25, 2009 which proposed to incorporate by reference standards
developed by the North American Energy Standards Board.\1\ In their
motion, EPSA and EEI request that the date for filing comments on the
NAESB NOPR be extended to the date when comments are due to be filed on
the Commission's March 19, 2009 NOPR addressing reliability standards
submitted to the Commission for approval by the North American Electric
Reliability Company (NERC).\2\ EPSA and EEI state that because of the
importance of the market issues addressed in the NAESB NOPR and the
NERC NOPR and because these issues impact each other, additional time
is needed to adequately address both NOPRs and to submit responsive
comments.
---------------------------------------------------------------------------

    \1\ Standards for Business Practices and Communication Protocols
for Public Utilities, 126 FERC ] 61,248 (2009) (NAESB NOPR).
    \2\ Mandatory Reliability Standards for the Calculation of
Available Transfer Capability, Capacity Benefit Margins,
Transmission Reliability Margins, Total Transfer Capability, and
Existing Transmission Commitments and Mandatory Reliability
Standards for the Bulk Power System, 126 FERC ] 61,249 (2009) (NERC
NOPR).
---------------------------------------------------------------------------

    Upon consideration, notice is hereby given that an extension of
time for interested parties for filing comments on the NAESB NOPR is
granted to and including May 26, 2009.

Kimberly D. Bose,
Secretary.
 [FR Doc. E9-8054 Filed 4-8-09; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register: December 14, 2005 (Volume 70, Number 239)]
[Notices]
[Page 74061-74062]
[DOCID:fr14de05-105]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52901; File No. SR-OPRA-2005-03]

Options Price Reporting Authority; Order Approving an Amendment
to the Plan for Reporting of Consolidated Options Last Sale Reports and
Quotation Information To Provide That Classes of Foreign Currency
Options Newly Introduced for Trading on the Philadelphia Stock Exchange
Be Treated as Equity/Index Options During a Temporary Period Ending on
December 31, 2007

December 6, 2005.
    On October 21, 2005, the Options Price Reporting Authority
(``OPRA'') submitted to the Securities and Exchange Commission
(``Commission''), pursuant to Section 11A of the Securities Exchange
Act of 1934 (``Act'') \1\ and Rule 608 thereunder,\2\ an amendment to
the Plan for Reporting of Consolidated Options Last Sale Reports and
Quotation Information (``OPRA Plan'').\3\ The proposed OPRA Plan
amendment would provide that classes of Foreign Currency Options (``FCO
Securities'' or ``FCO''), newly introduced for trading on the Phlx
during a temporary period ending no later than December 31, 2007, will
be treated by OPRA as Equity/Index Options (``EIO Securities'' or
``EIO'') to the extent described in the proposed amendment. Notice of
the proposal was published in the Federal Register on November 7,
2005.\4\ The Commission received no comment letters on the proposed
OPRA Plan amendment. This order approves the proposal.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78k-1.
    \2\ 17 CFR 242.608.
    \3\ The OPRA Plan is a national market system plan approved by
the Commission pursuant to Section 11A of the Act and Rule 608
thereunder (formerly Rule 11Aa3-2). See Securities Exchange Act
Release No. 17638 (March 18, 1981), 22 S.E.C. Docket 484 (March 31,
1981). The full text of the OPRA Plan is available at http://www.opradata.com
.

    The OPRA Plan provides for the collection and dissemination of
last sale and quotation information on options that are traded on
the participant exchanges. The six participants to the OPRA Plan are
the American Stock Exchange LLC, the Boston Stock Exchange, Inc.,
the Chicago Board Options Exchange, Incorporated, the International
Securities Exchange, Inc., the Pacific Exchange, Inc., and the
Philadelphia Stock Exchange, Inc (``Phlx'').
    \4\ See Securities Exchange Act Release No. 52710 (November 1,
2005), 70 FR 67503.
---------------------------------------------------------------------------

    FCO Securities under the OPRA Plan are currently traded only on the
Phlx, which processes these options on a separate computer platform
from its EIO Securities. The FCO platform is a legacy system, which is
in the process of being converted to a newer technology. The Phlx has
advised OPRA that it expects to have this effort completed no later
than December 31, 2007, and that, in the meanwhile, the Phlx does not
intend to devote resources to expanding the soon to be replaced legacy
platform. Because the legacy FCO platform does not have the capacity to
handle additional classes of FCO Securities that may be introduced for
trading by the Phlx while the new platform is being developed, the Phlx
has proposed to temporarily process any such new classes of FCO
Securities on its EIO platform, which does have the capacity to handle
them, until the new FCO platform is available. According to OPRA, this
would mean that, while these new FCO Securities are on the EIO
platform, their quotes and trade reports would be disseminated to OPRA
over EIO data lines and not over the FCO data line. In turn, this would
require OPRA to treat these quotes and trade reports as if they were
EIO Securities. Thus, quotes and trade reports covering these new FCO
Securities would be included in OPRA's basic service and not in its FCO
service, and revenues and expenses pertaining to market data regarding
these new FCO Securities would be allocated to OPRA's basic accounting
center and further allocated among the parties to the OPRA Plan as if
these products were EIO Securities and not FCO Securities.
    OPRA represents that all currently traded FCO products would
continue to be disseminated on the current FCO data line, and would
continue to be treated by OPRA as FCO Securities. Only newly traded FCO
Securities would be treated as EIO Securities and only for a temporary
period while the Phlx's upgraded FCO platform is being developed. The
purpose of the proposed OPRA Plan amendment is to codify in the
language of the OPRA Plan the above-described temporary treatment of
the Phlx's newly traded FCO Securities.
    After careful review, the Commission finds that the proposed OPRA
Plan amendment is consistent with the requirements of the Act and the
rules and regulations thereunder.\5\ The Commission finds that the
proposed OPRA Plan amendment is consistent with Section 11A of the Act
\6\ and Rule 608 thereunder \7\ in that it is appropriate in the public
interest, for the protection of investors and the maintenance of fair
and orderly markets, to remove impediments to, and perfect the
mechanisms of, a national market system. Specifically, the Commission
finds that it is appropriate to clarify in the language of the OPRA
Plan the temporary treatment of the Phlx's newly traded FCO Securities
as EIO Securities and believes that the proposed language is a
reasonable accommodation by OPRA during the time the Phlx is upgrading
its FCO platform.
---------------------------------------------------------------------------

    \5\ In approving this proposed OPRA Plan Amendment, the
Commission has considered its impact on efficiency, competition, and
capital formation. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78k-1.
    \7\ 17 CFR 242.608.
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 11A of the Act,\8\ and
Rule 608 thereunder,\9\ that the proposed OPRA Plan amendment (SR-OPRA-
2005-03) be, and it hereby is, approved on a temporary basis, until
December 31, 2007.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78k-1.
    \9\ 17 CFR 242.608.

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

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(29).
---------------------------------------------------------------------------

Jonathan G. Katz,
Secretary.
[FR Doc. E5-7301 Filed 12-13-05; 8:45 am]

BILLING CODE 8010-01-P


}else{if(D.exclude){D.exclude.referer=3DE}else{D.exclude=3D{referer:E}}}}=
,unload:function(){if(!FSR.enabled){return =0A=
}if(!this.runload&&this.ralive){this.runload=3Dtrue;this.uninit()}return =
},uninit:function(){var A=3DFSR.c();=0A=
if(FSR.$P().previous){A.set("previous",A.get("current"))}A.set("finish",F=
SR.$time())},match:function(source){if(!source){return =0A=
}var m=3D[];var d=3DFSR.surveydefs;var =
pin=3DFSR.c().get("p")||{};for(var =
i=3D0,p,l=3Dd.length,k=3D0;i<l;i++){var pk=3Dk;=0A=
p=3Dd[i].include.urls||[];for(var =
j=3D0,n=3Dp.length;j<n;j++){if(source.match(p[j])){m[k++]=3Di;break}}if(k=
!=3Dpk){break=0A=
}p=3Dd[i].include.cookies||[];for(var j=3D0,n=3Dp.length;j<n;j++){var =
value;if(value=3DFSR.Cookie.read(p[j].name,{path:p[j].path||false,domain:=
p[j].domain||false})){if(value.match(p[j].value||".")){m[k++]=3Di;=0A=
break}}}if(k!=3Dpk){break}p=3Dd[i].include.variables||[];for(var =
j=3D0,n=3Dp.length;j<n;j++){var name=3Dp[j].name;=0A=
var =
value=3Dp[j].value;if(FSR.$type(name)!=3D"array"){name=3D[name];value=3D[=
value]}var v,z=3Dtrue;for(var x=3D0,y=3Dname.length;=0A=
x<y;x++){try{v=3Deval(name[x])}catch(err){v=3D""}if(v||v=3D=3D=3D""){if(!=
v.match(value[x])){z=3Dfalse;break}}}if(z){m[k++]=3Di;=0A=
break}}if(k!=3Dpk){break}if(pin[d[i].name]){m[k++]=3Di}if(k!=3Dpk){break}=
}return m},invite:function(){FSR.invite=3D0;=0A=
if(FSR.locale){FSR.c().set("locale",FSR.locale)}var =
A=3Dthis;if(this.sd.invite){(function(){FSR.log(100,FSR.c().get("current"=
));=0A=
A.prepareDHTML("invite","accepted","declined","closed")}).fsr$delay((this=
.sd.invite.delay||0)*1000);=0A=
if(this.sd.invite.timeout){(function(){FSR.idhtml.hide()}).fsr$delay(this=
.sd.invite.timeout*1000)=0A=
}}else{(function(){A.accepted();A.closed()}).fsr$delay(0)}},prepareDHTML:=
function(E,F,C,B){var A=3Dthis;=0A=
if(!FSR.$defined(this.dhtml_css)){this.dhtml_css=3D1;new =
FSR.Asset.css((FSR.image_files||FSR.files)+this.sd[E].css);=0A=
this.dhtml_css=3D2}if(!FSR.$defined(this.dhtml_win)){this.dhtml_win=3D1;n=
ew =
FSR.Asset.javascript((FSR.js_files||FSR.files)+"foresee-dhtml-popup.js",{=
id:"foresee-dhtml-popup",onload:function(){fsr$dbug.log("DHTML popup =
script loaded (2).");=0A=
A.dhtml_win=3D2;A.showDHTML(E,F,C,B)}})}else{if(this.dhtml_win=3D=3D1){va=
r D=3D(function(){if(A.dhtml_win=3D=3D1){return =0A=
}FSR.$clear(D);A.showDHTML(E,F,C,B)}).fsr$periodical(50)}else{if(this.dht=
ml_win=3D=3D2){(function(){A.showDHTML(E,F,C,B)=0A=
}).fsr$delay(1)}}}},showDHTML:function(E,B,G,C){var H=3Dthis;var =
F=3Dthis.sd[E].dhtml||this.sd[E];this.page(F);=0A=
var D=3D[];if(F.buttons){var =
A=3D0;if(F.buttons.accept){D[A]=3D{properties:{id:"accept"},style:"fsr_bu=
tton fsr_accept",text:F.buttons.accept,onClick:function(){H[B]()=0A=
},onMouseover:function(){this.className=3D"fsr_closeSticky fsr_button =
fsr_mouseover_accept"},onMouseout:function(){this.className=3D"fsr_closeS=
ticky fsr_button fsr_accept"=0A=
}};A++}if(F.buttons.decline){D[A]=3D{properties:{id:"decline"},style:"fsr=
_button fsr_decline",text:F.buttons.decline,onClick:function(){H[G]()=0A=
},onMouseover:function(){this.className=3D"fsr_closeSticky fsr_button =
fsr_mouseover_decline"},onMouseout:function(){this.className=3D"fsr_close=
Sticky fsr_button fsr_decline"=0A=
}};A++}}var =
J=3D{position:{x:F.x,y:F.y},wrapWithUi:true,uiOptions:{width:F.width+"px"=
,baseHref:(FSR.image_files||FSR.files),buttons:D},modalOptions:{modalStyl=
e:{"background-color":F.bgcolor,opacity:F.opacity},hideOnClick:F.hideOnCl=
ick},requestOptions:{evalScripts:true}};=0A=
FSR[E]=3D0;var I;if(F.content){J.content=3DF.content;I=3Dnew =
FSR.StickyWinModal(J)}else{J.url=3D(FSR.html_files||FSR.files)+(F.url.dht=
ml||F.url);=0A=
I=3Dnew =
FSR.StickyWinModal.Ajax(J)}if(C){I.fsr$addEvent("onClose",function(){H[C]=
()})}if(F.content){I.show()=0A=
}else{I.update()}FSR.idhtml=3DI},accepted:function(){FSR.invite=3D1;FSR.l=
og(101);FSR.c().set("invite",FSR.invite);=0A=
this.setRepeatdays(0);if(FSR.$P().mode=3D=3D"hybrid"){new =
FSR.Service({host:FSR.services.domain.host,path:FSR.services.domain.path,=
url:FSR.services.domain.url,params:{"do":1,rw:this.sd.repeatdays[0]*24*60=
}}).ping()=0A=
}FSR.RR.setOKTransmit();var =
A=3Dthis;A.processAccept()},declined:function(){FSR.invite=3D-1;FSR.log(1=
02);=0A=
FSR.c().set("invite",FSR.invite);this.setRepeatdays(1);FSR.RR.cancelRecor=
d()},closed:function(){FSR.c().set("invite",FSR.invite);=0A=
if(FSR.invite=3D=3D0){this.setRepeatdays(1)}},qualified:function(){FSR.qu=
alifier=3D1;FSR.log(301);FSR.c().set("qualifier",FSR.qualifier);=0A=
var =
A=3Dthis;A.processQualifier()},processAccept:function(){if(this.sd.pop.wh=
en=3D=3D"later"){if(this.sd.pop.tracker){this.popTracker()=0A=
}this.setupLinks("pop",this.popLink);this.setupLinks("cancel",this.cancel=
Tracker);this.setupLinks("pause",this.pause)=0A=
}else{if(this.sd.pop.when=3D=3D"now"){FSR.c().set("survey",1);if(this.sd.=
pop.what=3D=3D"survey"){this.popSurvey()=0A=
}else{if(this.sd.pop.what=3D=3D"qualifier"){this.popQualifier()}else{if(t=
his.sd.pop.what=3D=3D"url"){this.popUrl()=0A=
}else{if(this.sd.pop.what=3D=3D"script"){this.popScript()}else{if(this.sd=
.pop.what=3D=3D"movie"){}}}}}}else{if(this.sd.pop.when=3D=3D"both"){this.=
popTracker();=0A=
this.popSurvey()}}}},processQualifier:function(){if(!FSR.canceled){this.p=
opSurvey()}else{this.popCancel()=0A=
}},popImmediate:function(){var A=3Dthis;var =
B=3DFSR.c();if(this.trackerRunning()){if(FSR.Browser.Type.name!=3D"Firefo=
x"||!this.sd.qualifier.dhtml){B.set("force",1)=0A=
}else{this.cancelTracker();(function(){FSR.log(300,FSR.c().get("current")=
);A.prepareDHTML("qualifier","qualified")=0A=
}).fsr$delay((this.sd.qualifier.delay||0)*1000)}}else{FSR.c().set("survey=
",1);if(this.sd.pop.what=3D=3D"survey"){this.popSurvey()=0A=
}else{if(this.sd.pop.what=3D=3D"qualifier"){this.popQualifier()}else{if(t=
his.sd.pop.what=3D=3D"url"){this.popUrl()=0A=
}else{if(this.sd.pop.what=3D=3D"script"){this.popScript()}else{if(this.sd=
.pop.what=3D=3D"movie"){}}}}}}},popSurvey:function(){var =
B=3Dthis.sd.survey;=0A=
var =
A=3Dthis.sd.pop;this.popMain(this.sid(),B.width,B.height,A.pu,B.loading,"=
400")},popFeedback:function(){var C=3DFSR.$P();=0A=
var B=3D"feedback";var =
A=3DFSR.locale;if(A){B=3DB+"-"+A}this.popMain(B,C.survey.width,C.survey.h=
eight,false,C.survey.loading,"600")=0A=
},popMain:function(D,C,M,N,E,K){var H=3DFSR.services.survey;var =
J=3DFSR.c();var B=3DJ.get("rid");var L=3Dthis.hash(B);=0A=
var I=3DJ.get("current");var F=3Dnew =
FSR.Hash({sid:D,cid:FSR.id,pattern:I,a:B,b:L,c:24*60*60*1000,version:FSR.=
version}).toQueryString();=0A=
var G=3DFSR.CPPS.toQueryString();var =
A=3Ddocument.location.protocol+"//"+H.host+H.path+H.url+"?"+F+"&"+G;=0A=
if(E){this.page(FSR.$P().loading);A=3D(FSR.html_files||FSR.files)+FSR.$P(=
).loading.url+"?url=3D"+A}this.pop("fsr"+K,A,(window.screen.width-C)/2,(w=
indow.screen.height-M)/2,C,M,N);=0A=
FSR.log(K,FSR.c().get("current"))},popTracker:function(){fsr$timer=3DsetI=
nterval(fsr$setAlive,1000);=0A=
this.popOther(this.sd.tracker,true,"200")},popQualifier:function(){this.p=
opOther(this.sd.qualifier,this.sd.pop.pu,"300")=0A=
},popCancel:function(){this.popOther(this.sd.cancel,false,"500")},popLink=
:function(){if(!this.surveyShown()){this.popImmediate()=0A=
}},cancelTracker:function(){if(this.trackerRunning()){var =
A=3Dwindow.open("","fsr200");if(A){A.close()=0A=
}}},popOther:function(G,C,B){this.page(G);var =
E=3D(window.screen.width-G.width)/2;var =
D=3D(window.screen.height-G.height)/2;=0A=
var A=3D(FSR.html_files||FSR.files)+(G.url.pop||G.url);var F=3Dnew =
FSR.Hash({siteid:FSR.siteid,domain:FSR.site.domain,sdidx:this.sd.idx}).to=
QueryString();=0A=
A=3DA+"?"+F;this.pop("fsr"+B,A,E,D,G.width,G.height,C);FSR.log(B,FSR.c().=
get("current"))},popAttach:function(B){var A=3Dthis;=0A=
if(B.sp){this.sd.criteria.sp=3DB.sp}if(B.when){this.sd.pop.when=3DB.when}=
if(!(this.sd.sv>0&&this.sd.sv<=3Dthis.sd.criteria.sp)){return =0A=
}if(FSR.locale){FSR.c().set("locale",FSR.locale)}(function(){A.accepted()=
;A.closed()}).fsr$delay(0)=0A=
},popUrl:function(){var B=3DFSR.$P().survey.width;var =
A=3DFSR.$P().survey.height;this.pop("fsrOther",this.sd.pop.url,(window.sc=
reen.width-B)/2,(window.screen.height-A)/2,B,A)=0A=
},popScript:function(){new =
FSR.Asset.javascript(this.sd.pop.script)},pause:function(){var =
A=3DFSR.c();=0A=
A.set("paused","1")},sid:function(){var G=3DFSR.c();var =
B=3Dthis.sd.name;var C=3Dthis.sd.site;if(C){B=3DB+"-"+C=0A=
}var E=3Dthis.sd.section;if(E){B=3DB+"-"+E}var =
A=3Dthis.sd.pop.now;if(A){B=3DB+"-"+A}var D=3DG.get("qual");=0A=
if(D){B=3DB+"-"+D}var F=3DG.get("locale");if(F){B=3DB+"-"+F}return =
B},pop:function(D,C,H,G,F,A,E,B){(function(){new =
FSR.Browser.Popup(C,{name:D,toolbar:0,location:0,directories:0,status:0,s=
crollbars:1,resizable:1,width:F,height:A,x:H,y:G,blur:E,menubar:0})=0A=
}).fsr$delay(B||0)},language:function(){var =
F=3DFSR.$P().language;if(!F){return }var B=3DF.locale;var E;=0A=
if(F.src=3D=3D"location"){E=3Ddocument.location.href}else{if(F.src=3D=3D"=
cookie"){if(F.type&&F.type=3D=3D"client"){E=3DFSR.Cookie.read(F.name,{pat=
h:"/",domain:FSR.site.domain||false})=0A=
}else{E=3DFSR.c().get("lang")}}else{if(F.src=3D=3D"variable"){if(F.type&&=
F.type=3D=3D"client"){E=3Dwindow[F.name]=0A=
}else{E=3DFSR[F.name]}}}}E=3DE||"";var C=3DF.locales||[];for(var =
D=3D0,A=3DC.length;D<A;D++){if(E.match(C[D].match)){B=3DC[D].locale;=0A=
break}}FSR.locale=3DB},page:function(E){var =
B=3DFSR.c().get("locale");if(!B){return }var D=3DE.locales||[];=0A=
for(var =
C=3D0,A=3DD.length;C<A;C++){if(D[C].locale=3D=3DB){if(D[C].url){E.url=3DD=
[C].url}if(D[C].content){E.content=3DD[C].content=0A=
}if(D[C].buttons){E.buttons=3D{accept:"",decline:""};if(D[C].buttons.acce=
pt){E.buttons.accept=3DD[C].buttons.accept=0A=
}if(D[C].buttons.decline){E.buttons.decline=3DD[C].buttons.decline}}if(D[=
C].width){E.width=3DD[C].width=0A=
}if(D[C].height){E.height=3DD[C].height}break}}},criteria:function(E){var=
 B=3DFSR.locale;if(!B){return =0A=
}var D=3DE.locales||[];for(var =
C=3D0,A=3DD.length;C<A;C++){if(D[C].locale=3D=3DB){E.sp=3DD[C].sp;E.lf=3D=
D[C].lf;=0A=
break}}},generateid:function(){var A=3D"";A=3D((new =
Date())-0)+"_"+Math.round(Math.random()*1000000);=0A=
return A},decodeReferrer:function(A){A=3DdecodeURIComponent(A);var C;var =
B=3Ddocument.referrer.match(/[?&]q=3D([^&]*)/)||document.referrer.match(/=
[?&]p=3D([^&]*)/)||document.referrer.match(/[?&]query=3D([^&]*)/);=0A=
if(!B){return C}var C=3Dunescape(B[1]);if(C){C=3DC.replace(/\+/g," =
")}return =
C},setRepeatdays:function(A){if(this.sd.repeatdays[A]){FSR.Cookie.write("=
foresee.repeatdays",this.sd.repeatdays[A],{path:"/",domain:FSR.site.domai=
n||false,duration:this.sd.repeatdays[A]})=0A=
}},hash:function(B){var =
A=3DB.split("_");return((A[0]*3)+1357)+""+((A[1]*9)+58)},cpp:function(){v=
ar cpps=3DFSR.$P().cpps;=0A=
if(!cpps){return }for(var name in =
cpps){if(!cpps.hasOwnProperty(name)){continue}var cpp=3Dcpps[name];=0A=
var value;if(cpp.source=3D=3D"url"){var p=3Dcpp.patterns||[];for(var =
j=3D0,n=3Dp.length;j<n;j++){if(document.location.href.match(p[j].regex)){=
value=3Dp[j].value;=0A=
break}}}if(cpp.source=3D=3D"parameter"){value=3Dthis.parameter(cpp.name)}=
if(cpp.source=3D=3D"cookie"){value=3DFSR.Cookie.read(cpp.name,{path:cpp.p=
ath||false,domain:cpp.domain||false})=0A=
}if(cpp.source=3D=3D"varialble"){try{value=3Deval(cpp.name)}catch(err){va=
lue=3Dfalse}}if(value){FSR.CPPS.set(name,value)=0A=
}}},parameter:function(B){B=3DB.replace(/[\[]/,"\\[").replace(/[\]]/,"\\]=
");var A=3D"[\\?&]"+B+"=3D([^&#]*)";=0A=
var D=3Dnew RegExp(A);var =
C=3DD.exec(window.location.href);if(C=3D=3Dnull){return =
false}else{return C[1]}}});=0A=
new =
FSR.SurveyController({});window.fsr$addEvent("domready",function(){(funct=
ion(){FSR.controller.load()=0A=
}).fsr$delay(1)});window.fsr$addEvent("unload",function(){FSR.controller.=
unload()});
------=_NextPart_000_0000_01CBEDE6.22653470--


[Federal Register: October 21, 2009 (Volume 74, Number 202)]
[Notices]
[Page 54109-54110]
[DOCID:fr21oc09-107]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Form N-8A; File No. 270-135; OMB Control No. 3235-0175]

Proposed Collection; Comment Request

Upon written request, copy available from: Securities and Exchange
Commission, Office of Investor Education and Advocacy, Washington, DC
20549-0213.

    Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (the ``Commission'') is soliciting comments on the
collection of information summarized below. The Commission plans to
submit this existing collection of information to the Office of
Management and Budget for extension and approval.
    The Investment Company Act of 1940, as amended (``1940 Act'') (15
U.S.C.

80a-1 et seq.), requires investment companies to register with the
Commission before they conduct any business in interstate commerce.
Section 8(a) of the 1940 Act provides that an investment company shall
be deemed to be registered upon receipt by the Commission of a
notification of registration in such form as the Commission prescribes.
Form N-8A (17 CFR 274.10) is the form for notification of registration
that the Commission has adopted under section 8(a). The purpose of such
notification of registration provided on Form N-8A is to notify the
Commission of the existence of investment companies required to be
registered under the 1940 Act and to enable the Commission to
administer the provisions of the 1940 Act with respect to those
companies. After an investment company has filed its notification of
registration under section 8(a), the company is then subject to the
provisions of the 1940 Act which govern certain aspects of its
organization and activities, such as the composition of its board of
directors and the issuance of senior securities. Form N-8A requires an
investment company to provide its name, state of organization, form of
organization, classification, the name and address of each investment
adviser of the investment company, the current value of its total
assets and certain other information readily available to the
investment company. If the investment company is filing a registration
statement as required by Section 8(b) of the 1940 Act concurrently with
its notification of registration, Form N-8A requires only that the
registrant file the cover page (giving its name, address and agent for
service of process) and sign the form in order to effect registration.
    Each year approximately 105 investment companies file a
notification on Form N-8A, which is required to be filed only once by
an investment company. The Commission estimates that preparing Form N-
8A requires an investment company to spend approximately 1 hour so that
the total burden of preparing Form N-8A for all affected investment
companies is 105 hours. Estimates of average burden hours are made
solely for the purposes of the Paperwork Reduction Act, and are not
derived from a comprehensive or even a representative survey or study
of the costs of Commission rules and forms.
    The collection of information on Form N-8A is mandatory. The
information provided on Form N-8A is not kept confidential. An agency
may not conduct or sponsor, and a person is not required to respond to,
a collection of information unless it displays a currently valid OMB
control number.
    Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information will
have practical utility; (b) the accuracy of the agency's estimate of
the burden of the collection of information; (c) ways to enhance the
quality, utility, and clarity of the information collected; and (d)
ways to minimize the burden of the collection of information on
respondents, including through use of automated collection techniques
or other forms of information technology. Consideration will be given
to comments and suggestions submitted in writing within 60 days of this
publication.
    Please direct your written comments to Charles Boucher, Director/
CIO, Securities and Exchange Commission, c/o Shirley Martinson, 6432
General Green Way, Alexandria, VA 22312; or send an e-mail to: PRA_
<EMAIL_ADDRESS>
    Dated: October 14, 2009.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-25206 Filed 10-20-09; 8:45 am]

BILLING CODE 8011-01-P


July 8, 2009

Mr. Glenn Curtis

Chief, Wastewater and Infrastructure Management Branch

United States Environmental Protection Agency

901 North 5th Street

Kansas City, KS  66101

Subject:		Vessel General Permit (VGP) and Recreational Vessel Permit
(RGP)

		Request for Clean Water Act (CWA) Section 401 Certification

Dear Mr. Curtis:

After reviewing a request from the American Waterway Operators for a
revised State 401 Water Quality Certification, the Iowa Department of
Natural Resources has issued the enclosed Certification.

If you have any questions or comments about the certification or any
conditions contained therein, please contact me at the address shown
below or call<PHONE_NUMBER>.

Sincerely,

Christine M. Schwake

Environmental Specialist

IOWA DEPARTMENT OF NATURAL RESOURCES

SECTION 401 WATER QUALITY CERTIFICATION

Certified Projects:

US Environmental Protection Agency National Pollutant Discharge
Elimination System Permits:

General Permit for Discharges Incidental to the Normal Operation of
Commercial and Large Recreational Vessels

General Permit for Discharges Associated with Recreational Vessels

US Environmental Protection Agency No.:  EPA-HQ-OW-2008-0056

State 401 Water Quality Certification, Application Log No.:
08-Iowa-07-03-S

Water quality use designations:

Existing surface water uses and the level of water quality necessary to
protect the existing uses will be maintained and protected.  All waters
of the state are classified for protection of beneficial uses.  At a
minimum, all surface waters in Iowa, including those designated for
Class “A”, “B”, and/or “C” are classified for the following
general uses:  livestock and wildlife watering, noncontact recreation,
crop irrigation, and industrial, agricultural, domestic, and other
incidental withdrawal uses.

The Iowa Department of Natural Resources (IDNR) has issued this State
401 Water Quality Certification pursuant to Section 401 of the Clean
Water Act.  The United States Environmental Protection Agency (EPA) may
not issue a permit authorizing discharges into the waters of Iowa until
the IDNR has granted this certification under Clean Water Act Section
401.  Section 401 Certification represents the IDNR's concurrence that
the project certified is consistent with the Water Quality Standards of
the state of Iowa as set forth in Chapter 61, Iowa Administrative Code.

Subject to the attached conditions, incorporated by reference herein,
the IDNR has determined that there is reasonable assurance the proposed
activities will be conducted in a manner that will not violate water
quality standards of the state of Iowa.

Prepared By:

Date Executed:	July 8, 2009

Christine M. Schwake, IDNR, Wallace State Office Building, Des Moines,
IA 50319-0034<PHONE_NUMBER>

CONDITIONS:

Permittee is responsible for securing and for compliance with such other
permits or approvals as may be required by the IDNR, federal, state, or
local governmental agencies for the project activities described.

If the vessel discharges oil or hazardous substances in the water,
immediately call the U.S. Coast Guard at 1-800-424-8802 and the IDNR
Emergency Response Unit at 1-515-281-8694.

It is illegal for anglers to possess, introduce, purchase, sell, or
transport aquatic invasive species in Iowa except when a species is
being removed from watercraft or equipment, is caught and immediately
killed or returned to the water from which it came, or is being
transported in a sealed container for identification purposes.  It is
also illegal to introduce any live fish, except for hooked bait, into
public waters.

It is illegal to dump trash into federally controlled or state waters.

It is illegal to discharge oil or hazardous substances into the water.

Oil may not be dumped into the bilge of the vessel without means for
proper disposal.

Oil waste must be disposed of at an approved reception facility.  On
recreational vessels, a bucket or bailer is adequate for temporary
storage.

Recreational vessels with installed toilets must have an operable marine
sanitation device on board.  All installed devices must be U.S. Coast
Guard-certified.

The United States Coast Guard’s Mandatory Practices for all vessels
with ballast tanks on all waters of the United States, regardless of
Exclusive Economic Zone (EEZ) Entry (33 CFR 151.2035(a)) must be
followed.

COMMENTS:

The U.S. Coast Guard states that the ballast water management practices
shall not jeopardize the safety of a vessel, its crew, or its
passengers.  If the master of a vessel decides the practices would be a
threat to safety, stability, or security due to adverse weather, vessel
design, equipment failure or any other extraordinary condition.  All
vessels, however, must discharge only the minimal amount of ballast
water operationally necessary and ensure ballast water records
accurately reflect any reasons for not complying with the mandatory
requirements.  (For Coast Guard’s Standards, see   HYPERLINK
"http://www.uscg.mil/hq/g-m/mso/ans.htm"
www.uscg.mil/hq/g-m/mso/ans.htm  )

To view the handbook of Iowa Boating Laws and Responsibility, see
HYPERLINK "http://www.boat-ed.com/ia/handbook/wastedischarge.htm"
www.boat-ed.com/ia/handbook/wastedischarge.htm  .

The following actions will help prevent the spread of aquatic invasive
species from recreational vessels:  Inspect the boat, trailer, and
equipment and remove any visible plants, animals, or mud before leaving
a water body.

Drain water from the boat, motor, live well, bilge, waders, hip boots,
and bait containers before leaving a water body.

Avoid running engine through aquatic plants.  Remove aquatic plants,
animals, and mud from water intake grate, steering nozzle, watercraft
hull, trailer, waders, hip boots, and fishing equipment.

Run the engine for 5-10 seconds on the trailer to blow out excess water
and vegetation from the internal drive and then turn off the engine.

Dispose of unwanted bait in the trash.  Never release fish, animals, or
plants into a water body unless they came from that water body.

Rinse or dry the boat, trailer, and fishing equipment to remove or kill
species that were not visible when leaving the water body.  Before
transporting to another water body, rinse with high pressure and/or hot
(104 degrees) water or dry for at least five days.

Learn to identify aquatic nuisance species and report any suspected
sightings to the nearest IDNR fisheries station.

 PAGE   12

Page  page 12

 subject

 ref date Error! Reference source not found.

502 EAST 9th STREET / DES MOINES, IOWA 50319-0034

515-281-5918      FAX<PHONE_NUMBER>      www.iowadnr.gov

United States Environmental Protection Agency

National Pollutant Discharge Elimination System

Vessel General Permit for Discharges Incidental to the Normal Operation
of Commercial Vessels and Large Recreational Vessels

General Permit for Discharges Associated with Recreational Vessels

US EPA No. EPA-HQ-OW-2008-0056

Page  page 3

 subject