[Federal Register: July 9, 2008 (Volume 73, Number 132)]
[Notices]
[Page 39341-39349]
[DOCID:fr09jy08-104]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-28328; File No. 812-13401]

The Penn Mutual Life Insurance Company, et al.; Notice of
Application

July 2, 2008.
AGENCY: Securities and Exchange Commission (``SEC'' or the
``Commission'').

ACTION: Notice of application for an order pursuant to Section 26(c) of
the Investment Company Act of 1940 (``1940 Act''), approving certain
substitutions of securities and for an order of exemption pursuant to
Section 17(b) of the 1940 Act.

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Applicants: The Penn Mutual Life Insurance Company (``Penn Mutual''),
The Penn Insurance and Annuity Company (``PIA''), Penn Mutual Variable
Annuity Account III (``Variable Annuity Account III''), Penn Mutual
Variable Life Account I (``Variable Life Account I''), and PIA Variable
Annuity Account I (``Variable Annuity Account I'') (Variable Annuity
Account III, Variable Life Account I, and Variable Annuity Account I
are collectively referred to as the ``Separate Accounts'' and,
collectively with Penn Mutual and PIA, the ``Section 26 Applicants''),
Penn Series Funds, Inc. (``Penn Series'' and collectively with the
Section 26 Applicants, the ``Section 17 Applicants'').

Summary of Application: The Section 26 Applicants request an order
pursuant to Section 26(c) of the 1940 Act, approving the proposed
substitution of certain shares of diversified portfolios of Penn
Series, a registered investment company that is an affiliate of the
Section 26 Applicants, for shares of other investment portfolios of
underlying registered investment companies unaffiliated with the
Section 26 Applicants (the ``Substitutions''). The registered
investment companies support variable annuity and variable life
insurance contracts issued by Penn Mutual and its subsidiary, PIA. The
Section 17 Applicants also request an order pursuant to Section 17(b)
of the 1940 Act exempting them, to the extent necessary, from Section
17(a) of the

1940 Act for the in-kind purchases and sales of shares of the
Replacement Funds (as defined herein) in connection with the
Substitutions.

Filing Date: The application was filed on June 29, 2007, and amended on
July 2, 2008.

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 should be received by the
Commission by 5:30 p.m. on July 24, 2008, 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 20549-1090. Applicants, c/o Morgan, Lewis & Bockius
LLP, 1111 Pennsylvania Avenue, NW., Washington, DC 20004, Attn: Michael
Berenson, Esq.

FOR FURTHER INFORMATION CONTACT: Sonny Oh, Staff Attorney, or Zandra
Bailes, 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 may be obtained for a fee from
the SEC's Public Reference Branch, 100 F Street, NE., Room 1580,
Washington, DC 20549 (tel.<PHONE_NUMBER>).

Applicants' Representations

    1. Penn Mutual is a mutual life insurance company organized in the
Commonwealth of Pennsylvania and originally chartered in 1847. Penn
Mutual is a diversified financial services company providing life
insurance, annuities, disability income insurance, long-term care
insurance, structured settlements, retirement and other products to
individual and institutional customers.
    2. Penn Mutual established Variable Annuity Account III on April
13, 1982. Variable Annuity Account III is registered under the 1940 Act
as a unit investment trust and is used to fund variable annuity
contracts issued by Penn Mutual. Ten variable annuity contracts funded
by Variable Annuity Account III are affected by the application.
    3. Penn Mutual established Variable Life Account I on January 27,
1987. Variable Life Account I is registered under the 1940 Act as a
unit investment trust and is used to fund variable life insurance
contracts issued by Penn Mutual. Eight variable life insurance
contracts funded by Variable Life Account I are affected by the
application.
    4. PIA is a Delaware stock life insurance company. It is a wholly-
owned subsidiary of Penn Mutual. PIA established Variable Annuity
Account I on July 13, 1994. Variable Annuity Account I is registered
under the 1940 Act as a unit investment trust and is used to fund
variable annuity contracts issued by PIA. One variable annuity contract
funded by Variable Annuity Account I is affected by the application.
    5. Penn Series is registered under the 1940 Act as an open-end
management investment company that offers shares of diversified
portfolios (each, a ``Fund,'' and collectively, the ``Funds'') for
variable annuity and variable life insurance contracts (each, a
``Contract,'' and collectively, the ``Contracts'') issued by Penn
Mutual and its subsidiary, PIA. Each of Penn Series'' twenty-nine
separate Funds is a no-load mutual fund. Shares of each Fund may be
purchased only by insurance companies for the purpose of funding
variable annuity contracts and variable life insurance policies and by
qualified pension plans. Penn Series was established as a Maryland
corporation pursuant to Articles of Incorporation dated April 21, 1982.
Independence Capital Management, Inc. (``ICMI''), a wholly-owned
subsidiary of Penn Mutual, is a registered investment adviser under the
Investment Advisers Act of 1940, as amended, and provides investment
management services to each of the Funds. ICMI performs the day-to-day
investment management services for nine of the Funds while the other
twenty have sub-advisers. Penn Series and ICMI have ``manager of
managers'' exemptive relief which permits one or more of the sub-
advisers to be replaced without a vote of contract owners (the
``Contract Owners'').\1\ Penn Mutual provides administrative and
corporate services to Penn Series pursuant to an Administrative and
Corporate Services Agreement and receives a fee from Penn Series for
those services.
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    \1\ Investment Company Act Release Nos. 24376 (Notice) and 24428
(Order) (April 4, 2000 and April 28, 2000, respectively) File No.
812-11896.
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    6. Purchase payments under the Contracts may be allocated to one or
more sub-accounts of the Separate Accounts (the ``Sub-Accounts'').
Income, gains and losses, whether or not realized, from assets
allocated to the Separate Accounts are, as provided in the Contracts,
credited to or charged against the Separate Accounts without regard to
other income, gains or losses of Penn Mutual or PIA, as applicable. The
assets maintained in the Separate Accounts will not be charged with any
liabilities arising out of any other business conducted by Penn Mutual
or PIA, as applicable. Nevertheless, all obligations arising under the
Contracts, including the commitment to make annuity payments or death
benefit payments, are general corporate obligations of Penn Mutual or
PIA. Accordingly, all of the assets of Penn Mutual and PIA are
available to meet their respective obligations under the Contracts.
    7. Each of the Contracts permits allocations of accumulation value
to available Sub-Accounts that invest in specific investment portfolios
of underlying registered investment companies (the ``Mutual Funds'').
The Section 26 Applicants note that after the Substitutions, all of the
Mutual Funds available under the Contracts will be Funds of Penn
Series. Among the currently available Mutual Funds are portfolios of
Neuberger Berman Advisers Management Trust, Fidelity Investments'
Variable Insurance Products Fund, Fidelity Investments' Variable
Insurance Products Fund V, Van Kampen's The Universal Institutional
Funds, Inc., and Penn Series. All of these companies are registered
under the 1940 Act as open-end management investment companies.
    8. Each of the Contracts permits transfers of accumulation value
from one Sub-Account to another Sub-Account at any time subject to
certain restrictions. No sales charge applies to such a transfer of
accumulation value among Sub-Accounts. Pursuant to the approval of the
Commission and the insurance department of the Commonwealth of
Pennsylvania, each of the Contracts reserves the right, upon notice to
Contract Owners, to substitute shares of another mutual fund for shares
of a Mutual Fund held by a Sub-Account.
    9. The Section 26 Applicants propose the Substitutions to increase
the level of fund management responsiveness compared to the current
structure, which includes three unaffiliated investment company
complexes. Currently, the Separate Accounts invest

in unaffiliated investment companies and changes due to investment
performance, style drift, or management practice issues require
substantial systems, filing, and printing resources, which slows the
process to make changes, if necessary. Assuming Contract Owner
approval, as discussed below, and because Penn Series and ICMI have
``manager of managers'' exemptive relief, the Section 26 Applicants
assert that ICMI, as investment adviser, will be able to act more
quickly and efficiently to protect Contract Owners' interests if the
investment strategy, management team or performance of one or more of
the sub-advisers does not meet expectations. The Replaced Funds (as
defined herein) do not have such relief. In this regard, the Section 26
Applicants agree not to change the corresponding Replacement Fund's
sub-adviser (with the exception of the Balanced Fund, which does not
have a sub-adviser) without first obtaining Contract Owner approval at
a meeting whose record date is after the Substitution is effective, of
either (a) the sub-adviser change or (b) the ability of Penn Series and
ICMI to rely on the manager-of-managers relief associated with the
Replacement Fund.
    10. The Replaced Funds involved in the Substitutions include five
separate portfolios representing three investment company complexes.
Currently there are 21 Mutual Funds offered under each Contract, and
after the Substitutions, there will be 29 Mutual Funds offered under
each Contract, all of which will be portfolios of Penn Series.\2\ The
investment objective and policies of each Replacement Fund will be the
same as or substantially similar to the investment objective and
policies of the corresponding Replaced Fund. Another benefit of the
Substitutions is that relieving the Separate Accounts of the
administrative burdens of interfacing with three unaffiliated
investment company complexes is expected to simplify compliance,
accounting and auditing and, generally, to allow Penn Mutual to
administer the Contracts more efficiently.
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    \2\ Contemporaneous with the proposed Substitutions, 9 new
Mutual Funds will be available under each Contract.
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    11. The Substitutions will consist of the proposed substitutions of
shares of the following Removed Portfolios with shares of the
corresponding Replacement Portfolios:
    (1) Shares of the Fidelity Investments' Variable Insurance Products
Fund Equity-Income Portfolio will be replaced with shares of the Penn
Series Large Core Value Fund, which has the substantially similar
investment objective of total return by investing at least 80% of its
net assets in securities of large capitalization companies.
    (2) Shares of the Fidelity Investments' Variable Insurance Products
Fund Growth Portfolio will be replaced with shares of the Penn Series
Large Core Growth Fund, which has a substantially similar investment
objective of capital appreciation by investing in common and preferred
stocks of large capitalization U.S. companies.
    (3) Shares of the Fidelity Investments' Variable Insurance Products
Fund V Asset Manager Portfolio will be replaced with shares of the Penn
Series Balanced Fund, which has the substantially similar investment
objective of seeking long term growth and current income by utilizing a
``fund of funds'' strategy.
    (4) Shares of the Neuberger Berman Advisers Management Trust
Balanced Portfolio will be replaced with shares of the Penn Series
Balanced Fund, which has the substantially similar investment objective
of seeking long term growth and current income by utilizing a ``fund of
funds'' strategy.
    (5) Shares of Van Kampen's The Universal Institutional Funds, Inc.
Emerging Markets Equity Portfolio will be replaced with shares of the
Penn Series Emerging Markets Equity Fund, which has the same investment
objective of capital appreciation by investing primarily in equity
securities of issuers in emerging market countries.
    12. For each Replaced Fund and each Replacement Fund, the
investment objective, principal risks, investment adviser, sub-adviser
(if applicable), fee structure, expenses for the fiscal year ending
December 31, 2007 and assets as of December 31, 2007 are shown in the
tables that follow:

                                                                     Substitution 1
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                                                           Replaced fund                                            Replacement fund
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Fund Name..........................  Variable Insurance Products Fund                           Penn Series Large Core Value Fund
                                     Equity-Income Portfolio
Investment Objective...............  Seeks reasonable income. The Fund will also consider the   Seeks total return. The Fund invests primarily in value
                                      potential for capital appreciation. The fund's goal is     stocks of large capitalization companies. Under normal
                                      to achieve a yield which exceeds the composite yield on    conditions, the Fund invests at least 80% of its net
                                      the securities comprising the Standard & Poor's 500\SM\    assets in securities of large capitalization companies.
                                      Index (S&P 500[supreg]). Normally invests at least 80%     For this Fund, large capitalization companies are those
                                      of its assets in equity securities. Normally invests       companies having market capitalizations equal to or
                                      primarily in income-producing equity securities, which     greater than the median capitalization of companies
                                      tends to lead to investments in large cap ``value''        included in the Russell 1000 Value Index. The Fund
                                      stocks. Potentially invests in other types of equity       primarily invests in dividend-paying stocks. The Fund
                                      securities and debt securities, including lower-quality    may also invest in fixed income securities, such as
                                      debt securities. Invests in domestic and foreign           convertible debt securities, of any credit quality
                                      issuers. Uses fundamental analysis of each issuer's        (including securities rated below investment grade),
                                      financial condition and industry position and market and   real estate investment trusts and non-income producing
                                      economic conditions to select investments.                 stocks.
Principal Risks....................   Stock Market Volatility                            Stock Market Volatility
                                      Interest Rate Changes                              Interest Rate Changes
                                      Foreign Exposure                                   ``Value'' Investing
                                      Issuer-Specific Changes                            Foreign Exposure
                                      ``Value'' Investing
                                    --------------------------------------------------------------------------------------------------------------------

Significant Principal Risk                                                                   None
 Disparities.
                                    --------------------------------------------------------------------------------------------------------------------
Adviser/Sub-adviser................  Fidelity Management & Research Company                     ICMI/Eaton Vance Management
Total Fund Asset Level as of 12/31/  $10,948,929,549                                            N/A
 07.
Total Amount of Replaced Fund        $194,949,289                                               N/A
 Assets held by all Contract Owners.
Mgmt. Fee..........................  0.46%                                                      0.46%
Mgmt. Fee Schedule.................  0.46%                                                      0.46%
12b-1 Fee..........................  N/A                                                        N/A
Other Expenses.....................  0.09%                                                      0.27%
Total Annual Operating Expenses....  0.55%                                                      0.73%
Fee Reduction......................  0.01%                                                      0.19%
Net Total Annual Expenses..........  0.54%                                                      0.54%
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                                                                     Substitution 2
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                                                           Replaced fund                                            Replacement fund
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Fund Name..........................  Variable Insurance Products Fund                           Penn Series Large Core Growth Fund
                                     Growth Portfolio
Investment Objective...............  Seeks to achieve capital appreciation. Normally investing  Seeks to achieve long-term capital appreciation. Invests
                                      primarily in common stocks. Invests in companies that      primarily in common and preferred stocks of large
                                      the Adviser believes have above-average growth potential   capitalization U.S. companies. Under normal conditions,
                                      (stocks of these companies are often called ``growth''     the Fund invests at least 80% of its net assets in
                                      stocks). Invests in domestic and foreign issuers. Uses     securities of large capitalization companies. For this
                                      fundamental analysis of each issuer's financial            Fund, large capitalization companies are those with
                                      condition and industry position and market and economic    market capitalizations within the range of companies
                                      conditions to select investments.                          comprising the Russell 1000 Growth Index at the time of
                                                                                purchase. The Fund invests principally in equity
                                                                                securities of large capitalization companies that offer
                                                                                the potential for capital growth, with an emphasis on
                                                                                identifying companies that have the prospect for
                                                                                improving sales and earnings growth rates, enjoy a
                                                                                competitive advantage and have effective management
                                                                                with a history of making investments that are in the
                                                                                best interests of shareholders.
Principal Risks....................   Stock Market Volatility                            Stock Market Volatility
                                      Foreign Exposure                                   Foreign Exposure
                                      Issuer-Specific Changes                            ``Growth'' Investing
                                      ``Growth'' Investing
                                    --------------------------------------------------------------------------------------------------------------------
Significant Principal Risk                                                                   None
 Disparities.
                                    --------------------------------------------------------------------------------------------------------------------
Adviser/Sub-adviser................  Fidelity Management & Research Company                     ICMI/Wells Capital Management Incorporated
Total Fund Asset Level as of 12/31/  $8,032,463,930                                             N/A
 07.
Total Amount of Replaced Fund        $211,463,358                                               N/A
 Assets held by all Contract Owners.
Mgmt. Fee..........................  0.56%                                                      0.56%
Mgmt. Fee Schedule.................  0.56%                                                      0.56%
12b-1 Fee..........................  N/A                                                        N/A
Other Expenses.....................  0.09%                                                      0.27%
Total Annual Operating Expenses....  0.65%                                                      0.83%
Fee Reduction......................  0.01%                                                      0.19%
Net Total Annual Expenses..........  0.64%                                                      0.64%
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                                                                     Substitution 3
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                                                           Replaced fund                                            Replacement fund
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Fund Name..........................  Variable Insurance Products Fund V                         Penn Series Balanced Fund
                                     Asset Manager Portfolio

Investment Objective...............  Seeks to obtain high total return with reduced risk over   Seeks long-term growth and current income using a ``fund-
                                      the long term by allocating its assets among stocks,       of-funds'' strategy. The Fund invests in a combination
                                      bonds, and short-term instruments. Allocates the fund's    of other Penn Series Funds (each, an ``underlying
                                      assets among stocks, bonds, and short-term and money       fund'' and, together, the ``underlying funds'') in
                                      market instruments. Maintains a neutral mix over time of   accordance with its target asset allocation. These
                                      50% of assets in stocks, 40% of assets in bonds, and 10%   underlying funds invest their assets directly in
                                      of assets in short-term and money market instruments.      equity, fixed income, money market and other securities
                                      Adjusts allocation among asset classes gradually within    in accordance with their own investment objectives and
                                      the following ranges: stock class (30%-70%), bond class    policies. The underlying funds are managed using both
                                      (20%-60%), and short-term/money market class (0%-50%).     indexed and active management strategies. The Fund
                                      Invests in domestic and foreign issuers. Analyzes an       intends to invest primarily in a combination of
                                      issuer using fundamental and/or quantitative factors and   underlying funds; however, the Fund may invest directly
                                      evaluating each security's current price relative to       in equity and fixed income securities and cash
                                      estimated long-term value to select investments.           equivalents, including money market securities. Under
                                                                                normal circumstances, the Fund will invest 50%-70% of
                                                                                its assets in stock and other equity underlying funds,
                                                                                30%-50% of its assets in bond and other fixed income
                                                                                funds, and 0%-20% of its assets in money market funds.
                                                                                The Fund's allocation strategy is designed to provide a
                                                                                mix of the growth opportunities of stock investing with
                                                                                the income opportunities of bonds and other fixed
                                                                                income securities. The Fund's underlying equity fund
                                                                                allocation will primarily track the performance of the
                                                                                large capitalization company portion of the U.S. stock
                                                                                market. The Fund's underlying fixed income fund
                                                                                allocation will be invested primarily in a broad range
                                                                                of investment grade fixed income securities (although
                                                                                up to 10% of the underlying fund may be invested in non-
                                                                                investment grade securities), and is intended to
                                                                                provide results consistent with the broad U.S. fixed
                                                                                income market.
Principal Risks....................   Stock Market Volatility                            Stock Market Volatility
                                      Interest Rate Changes                              Asset Allocation
                                      Foreign Exposure                                   Interest Rate Changes
                                      Prepayment                                         Underlying Funds
                                    --------------------------------------------------------------------------------------------------------------------
Significant Principal Risk           Penn Series Balanced Fund utilizes a fund-of-funds investment strategy. Accordingly, the Fund is subject to the
 Disparities.                         risks of the underlying funds (Penn Series Index 500 Fund, Penn Series Quality Bond Fund and Penn Series Money
                                      Market Fund).
                                     These risks include those associated with both equity and fixed income investing (e.g. stock market volatility and
                                      interest rate changes) that are similar to those of the Replaced Fund. The Fund is also subject to asset
                                      allocation risk, which is the risk that the selection of underlying funds and the amount of assets allocated to
                                      the selected underlying funds will cause the Fund to underperform other funds with a similar investment objective.
                                    --------------------------------------------------------------------------------------------------------------------
Adviser............................  Fidelity Management & Research Company                     ICMI
Total Fund Asset Level as of 12/31/  $1,911,400,918                                             N/A
 07.
Total Amount of Replaced Fund        $31,940,165                                                N/A
 Assets held by all Contract Owners.
Mgmt. Fee..........................  0.51%                                                      0.00%
Mgmt. Fee Schedule.................  0.51%                                                      0.00%
12b-1 Fee..........................  N/A                                                        N/A
Acquired Fund Fees and Expenses....  N/A                                                        0.45%
Other Expenses.....................  0.12%                                                      0.22%
Total Annual Operating Expenses....  0.63%                                                      0.67%
Fee Reduction......................  0.00%                                                      0.05%
Net Total Annual Expenses..........  0.63%                                                      0.62%
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                                                                     Substitution 4
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                                                           Replaced fund                                            Replacement fund
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Fund Name..........................  Neuberger Berman Advisers Management Trust                 Penn Series Balanced Fund
                                     Balanced Portfolio

Investment Objective...............  The Fund seeks growth of capital and reasonable current    Seeks long-term growth and current income by using a
                                      income without undue risk to principal. To pursue these    ``fund-of-funds'' strategy. The Fund invests in a
                                      goals, the Fund allocates its assets between stocks--      combination of other Penn Series Funds (each, an
                                      primarily those of mid-capitalization companies, which     ``underlying fund'' and, together, the ``underlying
                                      it defines as those with a total market capitalization     funds'') in accordance with its target asset
                                      within the market capitalization range of the Russell      allocation. These underlying funds invest their assets
                                      Midcap Index--and in investment grade bonds and other      directly in equity, fixed income, money market and
                                      debt securities from U.S. government and corporate         other securities in accordance with their own
                                      issuers. The Portfolio Managers normally allocates         investment objectives and policies. The underlying
                                      anywhere from 50% to 70% of its net assets to stock        funds are managed using both indexed and active
                                      investments, with the balance allocated to debt            management strategies. The Fund intends to invest
                                      securities (at least 25%) and operating cash.              primarily in a combination of underlying funds;
                                                                                however, the Fund may invest directly in equity and
                                                                                fixed income securities and cash equivalents, including
                                                                                money market securities. Under normal circumstances,
                                                                                the Fund will invest 50%-70% of its assets in stock and
                                                                                other equity underlying funds, 30%-50% of its assets in
                                                                                bond and other fixed income funds, and 0%-20% of its
                                                                                assets in money market funds. The Fund's allocation
                                                                                strategy is designed to provide a mix of the growth
                                                                                opportunities of stock investing with the income
                                                                                opportunities of bonds and other fixed income
                                                                                securities. The Fund's underlying equity fund
                                                                                allocation will primarily track the performance of the
                                                                                large capitalization company portion of the U.S. stock
                                                                                market. The Fund's underlying fixed income fund
                                                                                allocation will be invested primarily in a broad range
                                                                                of investment grade fixed income securities (although
                                                                                up to 10% of the underlying fund may be invested in non-
                                                                                investment grade securities), and is intended to
                                                                                provide results consistent with the broad U.S. fixed
                                                                                income market.
Principal Risks....................   Stock and Bond Market Volatility                   Stock Market Volatility
                                      Interest Rate Changes                              Asset Allocation
                                      Mid-Capitalization Company Risk                    Interest Rate Changes
                                                                                Underlying Funds
                                    --------------------------------------------------------------------------------------------------------------------
Significant Principal Risk           Penn Series Balanced Fund utilizes a fund-of-funds investment strategy. Accordingly, the Fund is subject to the
 Disparities.                         risks of the underlying funds (Penn Series Index 500 Fund, Penn Series Quality Bond Fund and Penn Series Money
                                      Market Fund). These risks include those associated with both equity and fixed income investing (e.g., stock market
                                      volatility and interest rate changes) that are similar to those of the Replaced Fund. The Fund is also subject to
                                      asset allocation risk, which is the risk that the selection of underlying funds and the amount of assets allocated
                                      to the selected underlying funds will cause the Fund to underperform other funds with a similar investment
                                      objective.
                                    --------------------------------------------------------------------------------------------------------------------
Adviser/Subadviser.................  Neuberger Berman Management Inc./Neuberger Berman, LLC     ICMI
Total Fund Asset Level as of 12/31/  $78,363,158                                                N/A
 07.
Total Amount of Replaced Fund        $49,790,470                                                N/A
 Assets Held by all Contract Owners.
Mgmt. Fee..........................  0.85% (includes both investment advisory and               0.00%
                                      administrative services)
Mgmt. Fee Schedule.................  First $250 million 0.55%                                   0.00%
                                     From $250 million to $500 million 0.525%
                                     From $500 to $750 million 0.50%
                                     From $750 million to $1 billion 0.475%
                                     From $1 billion to $1.5 billion 0.45%
                                     From $1.5 billion to $4 billion 0.425%
                                     More than $4 billion 0.40%
12b-1 Fee..........................  N/A                                                        N/A
Acquired Fund Fees and Expenses....  N/A                                                        0.45%
Other Expenses.....................  0.32%                                                      0.22%
Total Annual Operating Expenses....  1.17%                                                      0.67%
Fee Reduction......................  --                                                         0.05%
Net Total Annual Expenses..........  1.17%                                                      0.62%
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                                                                     Substitution 5
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                                                           Replaced fund                                            Replacement fund
--------------------------------------------------------------------------------------------------------------------------------------------------------
Fund Name..........................  The Universal Institutional Funds, Inc.                    Penn Series Emerging Markets Equity Fund
                                     Emerging Markets Equity Portfolio
Investment Objective...............  Seeks long-term capital appreciation by investing          Seeks to achieve capital appreciation. Under normal
                                      primarily in growth-oriented equity securities of          circumstances, at least 80% of the Fund's assets will
                                      issuers in emerging market countries. Seeks to maximize    be invested in equity securities located in emerging
                                      returns by investing in growth-oriented equity             market countries. For this Fund, an issuer is
                                      securities in emerging markets. Combines top-down          considered to be located in an emerging market country
                                      country allocation with bottom-up stock selection.         if, at the time of investment: (i) Its principal
                                      Investment selection criteria include attractive growth    securities trading market is in an emerging market
                                      characteristics, reasonable valuations and company         country, (ii) alone or on a consolidated basis it
                                      managements with strong shareholder value orientation.     derives 50% or more of its annual revenue from goods
                                      Invests at least 80% of the Portfolio's assets in equity   produced, sales made or services performed in emerging
                                      securities located in emerging market countries.           market countries, or (iii) it is organized under the
                                                                                laws of, or has a principal office in, an emerging
                                                                                market country. The Fund invests primarily in equity
                                                                                securities, including common and preferred stocks,
                                                                                convertible securities, rights and warrants to purchase
                                                                                common stock, and depositary receipts.
Principal Risks....................   Stock Market Volatility                            Stock Market Volatility
                                      Foreign Exposure                                   Foreign Exposure
                                      Emerging Markets                                   Emerging Markets
                                                                                Small Cap
                                                                                Currency
                                    --------------------------------------------------------------------------------------------------------------------
Significant Principal Risk           Small cap companies may be more vulnerable to adverse business or economic events than larger, more established
 Disparities.                         companies.
                                     Investing in currency involves the risk that currencies will decline in value relative to the U.S. dollar, or in
                                      the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged.
                                    --------------------------------------------------------------------------------------------------------------------
Adviser/Subadviser.................  Morgan Stanley Investment Management Inc./Morgan Stanley   ICMI/Van Kampen Asset Management
                                      Investment Management Company
Total Fund Asset Level as of 12/31/  $1,673,500,000                                             N/A
 07.
Total Amount of Replaced Fund        $135,575,219                                               N/A
 Assets Held by all Contract Owners.
Mgmt. Fee..........................  1.21%                                                      1.18%
Mgmt. Fee Schedule.................  First $500 million 1.25%                                   1.18%
                                     From $500 million to $1 billion 1.20%
                                     From $1 billion to $2.5 billion 1.15%
                                     More than $2.5 billion 1.00%
12b-1 Fee..........................  N/A                                                        N/A
Other Expenses.....................  0.37%                                                      0.40%
Acquired Fund Fees and Expenses....  0.02%                                                      0.02%
Total Annual Operating Expenses....  1.60%                                                      1.60%
Fee Reduction......................  0.00%                                                      0.00%
Net Total Annual Expenses..........  1.60%                                                      1.60%
--------------------------------------------------------------------------------------------------------------------------------------------------------

    13. The Section 26 Applicants represent that the Substitutions will
take place at the Replaced Funds' relative net asset values determined
on the date of the Substitutions in accordance with Section 22 of the
1940 Act and Rule 22c-1 thereunder with no change in the total value of
amounts held under a Contract for a Contract Owner in all Sub-Accounts
of the Separate Account (the ``Account Value'') or death benefit or in
the dollar value of his or her investment in any of the Sub-Accounts.
Accordingly, there will be no financial impact on any Contract Owner.
The Substitutions will generally be effected by having each of the Sub-
Accounts that invests in the Replaced Funds redeem its shares at the
net asset value calculated on the date of the Substitutions and
purchase shares of the respective Replacement Funds at the net asset
value calculated on the same date.
    14. Alternatively, a Replaced Fund may redeem the interest ``in-
kind,'' for example, if it determines that a cash redemption might
adversely affect its shareholders. In that case, the Substitutions will
be effected by the Sub-Account contributing all the securities it
receives from the Replaced Fund for an amount of Replacement Fund
shares equal to the fair market value of the securities contributed.
All in-kind redemptions from a Replaced Fund of which any of the
Section 26 Applicants is an affiliated person will be effected in
accordance with the conditions set forth in the Commission's no-action
letter issued to Signature Financial Group, Inc. (available December
28, 1999). In-kind purchases of shares of a Replacement Fund will be
conducted as described in Section VI of the application.
    15. The Section 26 Applicants state that the Substitutions will be
described in a supplement to the prospectuses for the Contracts
(``Supplements'') filed with the Commission and mailed to Contract
Owners. The Supplements will provide Contract Owners with notice of the
Substitutions and describe the reasons for engaging in the
Substitutions. The Supplements will also inform Contract Owners with
assets allocated to a Sub-Account investing in the Replaced Funds that
no additional amount may be invested in the Replaced

Funds on or after the date of the Substitutions. In addition, the
Supplements will inform affected Contract Owners that they will have
the opportunity to reallocate Account Value once (as described below):
     Prior to the Substitutions, from each Sub-Account
investing in a Replaced Fund, and
     for 30 days after the Substitutions, from each Sub-Account
investing in a Replacement Fund to Sub-Accounts investing in other
Mutual Funds available under the respective Contracts,
without diminishing the number of free transfers that may be made in a
given contract year and without the imposition of any transfer charge
or limitations, other than any applicable limitations in place to deter
potentially harmful excessive trading or limitations on the number of
transfers to or from the fixed accounts available with the variable
annuity contracts. To the extent a Contract Owner has Account Value
allocated to more than one Sub-Account investing in a Replaced Fund,
the Contract Owner will be permitted one reallocation from each Sub-
Account. If a Contract Owner reallocates on the same day from all
affected Sub-Accounts to which the Contract Owner has Account Value
allocated, they will have exhausted the number of permitted
reallocations.
    16. Within five days after a Substitution, Penn Mutual and PIA will
send their affected Contract Owners written confirmation that a
Substitution has occurred. The prospectuses for the Contracts, as
revised by the Supplements, will reflect the Substitutions. Each
Contract Owner will be provided with a prospectus for the Replacement
Funds before the Substitutions.
    17. Penn Mutual and PIA assert that they will pay all expenses and
transaction costs of the Substitutions, including all legal, accounting
and brokerage expenses relating to the Substitutions. No costs will be
borne by Contract Owners. Affected Contract Owners will not incur any
fees or charges as a result of the Substitutions, nor will their rights
or the obligations of the Section 26 Applicants under the Contracts be
altered in any way. The Substitutions will not cause the fees and
charges under the Contracts currently being paid by Contract Owners to
be greater after the Substitutions than before the Substitutions. The
Substitutions will have no adverse tax consequences on Contract Owners
and will in no way alter the tax benefits to Contract Owners. Further,
the Substitutions will in no way alter any of the life insurance or
annuity benefits available to Contract Owners under the Contracts.
    18. The Section 26 Applicants believe that their request satisfies
the standards for relief pursuant to Section 26(c) of the 1940 Act, as
set forth below, because the affected Contract Owners will have:
    (1) Account Value allocated to a Sub-Account invested in a
Replacement Fund with an investment objective and policies that are the
same or substantially similar to the investment objective and policies
of the Replaced Fund; and
    (2) Replacement Funds whose current total annual expenses are equal
to or lower than those of the Replaced Funds for their 2007 fiscal
year. In addition, the Section 26 Applicants represent that with
respect to Contract Owners on the date of the proposed Substitutions,
Penn Mutual and PIA, as applicable, will reimburse, on the last
business day of each fiscal quarter during the two years following the
date of the proposed Substitutions, the Sub-Accounts investing in the
applicable Replacement Fund such that the sum of the Replacements
Fund's net operating expense ratio (taking into account any expense
waivers or reimbursements) and Sub-Account expense ratio (asset-based
fees and charges deducted on a daily basis from Sub-Account assets and
reflected in the calculation of Sub-Account unit value) for such period
will not exceed, on an annualized basis, the sum of the corresponding
Replaced Fund's net operating expense ratio (taking into account any
expense waivers or reimbursements) and Sub-Account expense ratio for
fiscal year 2007.

Applicants' Legal Analysis

    15. Section 26(c) of the 1940 Act makes it unlawful for any
depositor or trustee of a registered unit investment trust holding the
security of a single issuer to substitute another security for such
security unless the Commission approves the substitution. The
Commission will approve such a substitution if the evidence establishes
that it is consistent with the protection of investors and the purposes
fairly intended by the policy and provisions of the 1940 Act.
    2. The Section 26 Applicants assert that the purposes, terms and
conditions of the Substitutions are consistent with the principles and
purposes of Section 26(c) and do not entail any of the abuses that
Section 26(c) is designed to prevent. The Section 26 Applicants have
reserved the right to make such a substitution under the Contracts and
this reserved right is disclosed in each Contract's prospectus.
    3. The Section 26 Applicants argue that substitutions have been
common where the substituted fund has investment objectives and
policies that are similar to those of the eliminated fund, and current
expenses that are similar to or lower than those of the eliminated
fund. The Section 26 Applicants note that in all cases, the investment
objectives and policies of the Replacement Funds are sufficiently
similar to those of the corresponding Replaced Funds that affected
Contract Owners will have reasonable continuity in investment
expectations. Accordingly, the Section 26 Applicants conclude that the
Replacement Funds are appropriate investment vehicles for those
affected Contract Owners who have Account Value allocated to the
Replaced Funds.
    4. The Section 26 Applicants argue that because of the foregoing
representations and conditions, the Substitutions will not result in
the type of costly forced redemption that Section 26(c) was intended to
guard against and are consistent with the protection of investors and
the purposes fairly intended by the 1940 Act.
    5. Section 17(a)(1) of the 1940 Act, in relevant part, prohibits
any affiliated person of a registered investment company, or any
affiliated person of such person, acting as principal, from knowingly
selling any security or other property to that company. Section
17(a)(2) of the 1940 Act generally prohibits the persons described
above, acting as principal, from knowingly purchasing any security or
other property from the registered company.
    6. Section 17(b) of the 1940 Act provides that the Commission may,
upon application, grant an order exempting any transaction from the
prohibitions of Section 17(a) if the evidence establishes that: (1) The
terms of the proposed transaction, including the consideration to be
paid or received, are reasonable and fair and do not involve
overreaching on the part of any person concerned; (2) the proposed
transaction is consistent with the policy of each registered investment
company concerned, as recited in its registration statement and records
filed under the 1940 Act; and (3) the proposed transaction is
consistent with the general purposes of the 1940 Act.
    7. Accordingly, the Section 17 Applicants are seeking relief, to
the extent necessary, from Section 17(a) for the in-kind purchases and
sales of Replacement Fund Shares.
    8. The Section 17 Applicants submit that the terms of the proposed
in-kind purchases of shares of the Replacement Funds by the Separate
Accounts,

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 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.

Conclusion:

    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


[Federal Register Volume 76, Number 151 (Friday, August 5, 2011)]
[Notices]
[Pages 47569-47571]
[FR Doc No: 2011-19937]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 2

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER11-3494-001.
    Applicants: Southwest Power Pool, Inc.
    Description: Southwest Power Pool, Inc. submits tariff filing per
35: Compliance Revisions to 2198 Kansas Power Pool NITSA to be
effective 4/1/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5132.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-3522-001.
    Applicants: Public Service Company of New Mexico.
    Description: Public Service Company of New Mexico submits tariff
filing per 35.17(b): PNM Response to Request for Additional Information
on LGIP Filing to be effective 9/30/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5111.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-4165-000.
    Applicants: New England Power Pool Participants Committee.
    Description: New England Power Pool Participants Committee submits
tariff filing per 35.13(a)(2)(iii: Aug 2011 Membership Filing to be
effective 8/1/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5000.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-4166-000.
    Applicants: Pacific Gas and Electric Company.
    Description: Pacific Gas and Electric Company submits tariff filing
per 35.13(a)(2)(iii: CCSF IA--34th Quarterly Filing of Facilities
Agreements to be effective 6/30/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5001.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-4168-000.
    Applicants: ITC Midwest LLC.
    Description: ITC Midwest LLC submits tariff filing per
35.13(a)(2)(iii:

Filing of Notice of Succession to Interconnection Agreement to be
effective 10/1/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5020.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-4169-000.
    Applicants: ITC Midwest LLC.
    Description: ITC Midwest LLC submits tariff filing per
35.13(a)(2)(iii: Filing of Notice of Succession to Transmission
Interconnection Agreement to be effective 10/1/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5021.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-4170-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Submission of Notice of Cancellation.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5077.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-4171-000.
    Applicants: Newmont Nevada Energy Investment, LLC.
    Description: Newmont Nevada Energy Investment, LLC submits tariff
filing per 35.13(a)(2)(iii: Newmont Nevada Energy Investment LLC
Revised Market-Based Rate Filing to be effective 9/30/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5108.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-4172-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Southwest Power Pool, Inc. submits tariff filing per
35.13(a)(2)(iii: 1636R4 Kansas Electric Power Cooperative, Inc. NITSA
NOA to be effective 8/1/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5123.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: ER11-4173-000.
    Applicants: Michigan Electric Transmission Company, Midwest
Independent Transmission System Operator, Inc.
    Description: Michigan Electric Transmission Company, LLC submits
tariff filing per 35.13(a)(2)(iii: G479b Amended GIA to be effective 8/
1/2011.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5124.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Take notice that the Commission received the following land
acquisition reports:

    Docket Numbers: LA11-2-000.
    Applicants: Portland General Electric Company.
    Description: Quarterly Site Acquisition Report of Portland General
Electric Company.
    Filed Date: 07/29/2011.
    Accession Number: 20110729-5278.
    Comment Date: 5 p.m. Eastern Time on Friday, August 19, 2011.

    Docket Numbers: LA11-2-000.
    Applicants: Goshen Phase II LLC.
    Description: Quarterly Land Acquisition Report of Goshen Phase II
LLC.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5100.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Docket Numbers: LA11-2-000.
    Applicants: Arthur Kill Power LLC, Astoria Gas Turbine Power LLC,
Avenal Park LLC, Bayou Cove Peaking Power LLC, Big Cajun I Peaking
Power LLC, Cabrillo Power I LLC, Cabrillo Power II LLC, Conemaugh Power
LLC, Connecticut Jet Power LLC, Cottonwood Energy LP, Devon Power LLC,
Dunkirk Power LLC, El Segundo Energy Center LLC, El Segundo Power, LLC,
El Segundo Power II LLC, GenConn Devon LLC, GenConn Energy LLC, GenConn
Middletown LLC, Huntley Power LLC, Indian River Power LLC, Keystone
Power LLC, Long Beach Generation LLC, Long Beach Peakers LLC, Louisiana
Generating LLC, Middletown Power LLC, Montville Power LLC, NEO
Freehold-Gen LLC, Norwalk Power LLC, NRG Energy Center Dover LLC, NRG
Energy Center Paxton LLC, NRG New Jersey Energy Sales LLC, NRG Power
Marketing LLC, NRG Rockford LLC, NRG Rockford II LLC, NRG Solar Blythe
LLC, NRG Sterlington Power LLC, Oswego Harbor Power LLC, Saguaro Power
Company, A Limited Partnership, Sand Drag LLC, Somerset Power LLC, Sun
City Project LLC, Vienna Power LLC, NRG Power Marketing, LLC, NRG
Energy, Inc.
    Description: NRG Power Marketing LLC, et al. Order 697-C Compliance
Filing Regarding Site Control.
    Filed Date: 08/01/2011.
    Accession Number: 20110801-5110.
    Comment Date: 5 p.m. Eastern Time on Monday, August 22, 2011.

    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    As it relates to any qualifying facility filings, the notices of
self-certification [or self-recertification] listed above, do not
institute a proceeding regarding qualifying facility status. A notice
of self-certification [or self-recertification] simply provides
notification that the entity making the filing has determined the
facility named in the notice meets the applicable criteria to be a
qualifying facility. Intervention and/or protest do not lie in dockets
that are qualifying facility self-certifications or self-
recertifications. Any person seeking to challenge such qualifying
facility status may do so by filing a motion pursuant to 18 CFR
292.207(d)(iii). Intervention and protests may be filed in response to
notices of qualifying facility dockets other than self-certifications
and self-recertifications.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please e-mail<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

    Dated: August 1, 2011.
Kimberly D. Bose,
Secretary.
[FR Doc. 2011-19937 Filed 8-4-11; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 82, Number 246 (Tuesday, December 26, 2017)]
[Notices]
[Pages 61013-61015]
[FR Doc No: 2017-27757]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2014-N-1069]

Agency Information Collection Activities; Proposed Collection;
Comment Request; Blood Establishment Registration and Product Listing,
Form FDA 2830

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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SUMMARY: The Food and Drug Administration (FDA or Agency) is announcing
an opportunity for public comment on the proposed collection of certain
information by the Agency. Under the Paperwork Reduction Act of 1995
(PRA), Federal Agencies are required to publish notice in the Federal
Register concerning each proposed collection of information, including
each proposed extension of an existing collection of information, and
to allow 60 days for public comment in response to the notice. This
notice solicits comments on the information collection requirements
relating to the blood establishment registration and product listing
requirements in the Agency's regulations and Form FDA 2830.

DATES: Submit electronic or written comments on the collection of
information by February 26, 2018.

ADDRESSES: You may submit comments as follows. Please note that late,
untimely filed comments will not be considered. Electronic comments
must be submitted on or before February 26, 2018. The https://www.regulations.gov electronic filing system will accept comments until
midnight Eastern Time at the end of February 26, 2018. Comments
received by mail/hand delivery/courier (for written/paper submissions)
will be considered timely if they are postmarked or the delivery
service acceptance receipt is on or before that date.

Electronic Submissions

    Submit electronic comments in the following way:
     Federal eRulemaking Portal: https://www.regulations.gov.
Follow the instructions for submitting comments. Comments submitted
electronically, including attachments, to https://www.regulations.gov
will be posted to the docket unchanged. Because your comment will be
made public, you are solely responsible for ensuring that your comment
does not include any confidential information that you or a third party
may not wish to be posted, such as medical information, your or anyone
else's Social Security number, or confidential business information,
such as a manufacturing process. Please note that if you include your
name, contact information, or other information that identifies you in
the body of your comments, that information will be posted on https://www.regulations.gov.
     If you want to submit a comment with confidential
information that you do not wish to be made available to the public,
submit the comment as a written/paper submission and in the manner
detailed (see ``Written/Paper Submissions'' and ``Instructions'').

Written/Paper Submissions

    Submit written/paper submissions as follows:
     Mail/Hand delivery/Courier (for written/paper
submissions): Dockets Management Staff (HFA-305), Food and Drug
Administration, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852.
     For written/paper comments submitted to the Dockets
Management Staff, FDA will post your comment, as well as any
attachments, except for information submitted, marked and identified,
as confidential, if submitted as detailed in ``Instructions.''
    Instructions: All submissions received must include the Docket No.
FDA-2014-N-1069 for ``Blood Establishment Registration and Product
Listing, Form FDA 2830.'' Received comments, those filed in a timely
manner (see ADDRESSES), will be placed in the docket and, except for
those submitted as ``Confidential Submissions,'' publicly viewable at
https://www.regulations.gov or at the Dockets Management Staff between
9 a.m. and 4 p.m., Monday through Friday.
     Confidential Submissions--To submit a comment with
confidential information that you do not wish to be made publicly
available, submit your comments only as a written/paper submission. You
should submit two copies total. One copy will include the information
you claim to be confidential with a heading or cover note that states
``THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.'' The Agency will
review this copy, including the claimed confidential information, in
its consideration of comments. The second copy, which will have the
claimed confidential information redacted/blacked out, will be
available for public viewing and posted on https://www.regulations.gov.
Submit both copies to the Dockets Management Staff. If you do not wish
your name and contact information to be made publicly available, you
can provide this information on the cover sheet and not in the body of
your comments and you must identify this information as
``confidential.'' Any information marked as ``confidential'' will not
be disclosed except in accordance with 21 CFR 10.20 and other
applicable disclosure law. For more information about FDA's posting of
comments to public dockets, see 80 FR 56469, September 18, 2015, or
access the information at: https://www.gpo.gov/fdsys/pkg/FR-2015-09-18/pdf/2015-23389.pdf.
    Docket: For access to the docket to read background documents or
the electronic and written/paper comments received, go to https://www.regulations.gov and insert the docket number, found in brackets in
the heading of this document, into the ``Search'' box and follow the
prompts and/or go to the Dockets Management Staff, 5630 Fishers Lane,
Rm. 1061, Rockville, MD 20852.

FOR FURTHER INFORMATION CONTACT: Ila S. Mizrachi, Office of Operations,
Food and Drug Administration, Three White Flint North, 10A-12M, 11601
Landsdown St., North Bethesda, MD 20852,<PHONE_NUMBER>,
[email protected].

SUPPLEMENTARY INFORMATION: Under the PRA (44 U.S.C. 3501-3520), Federal
Agencies must obtain approval from the Office of Management and Budget
(OMB) for each collection of information they conduct or sponsor.
``Collection of information'' is defined in 44 U.S.C. 3502(3) and 5 CFR
1320.3(c) and includes Agency requests or requirements that members of
the public submit reports, keep records, or provide information to a
third party. Section 3506(c)(2)(A) of the PRA (44 U.S.C. 3506(c)(2)(A))
requires Federal Agencies to provide a 60-day notice in the Federal
Register concerning each proposed collection of information, including
each proposed extension of an existing collection of information,
before submitting the collection to OMB for approval. To comply with
this requirement, FDA is publishing notice of the proposed collection
of information set forth in this document.
    With respect to the following collection of information, FDA
invites comments on these topics: (1) Whether the proposed collection
of information is necessary for the proper performance

of FDA's functions, including whether the information will have
practical utility; (2) the accuracy of FDA's estimate of the burden of
the proposed collection of information, including the validity of the
methodology and assumptions used; (3) ways to enhance the quality,
utility, and clarity of the information to be collected; and (4) ways
to minimize the burden of the collection of information on respondents,
including through the use of automated collection techniques, when
appropriate, and other forms of information technology.

Blood Establishment Registration and Product Listing, Form FDA 2830--21
CFR part 607 (OMB Control Number 0910-0052--Extension)

    Under section 510 of the Federal Food, Drug, and Cosmetic Act (21
U.S.C. 360), any person owning or operating an establishment that
manufactures, prepares, propagates, compounds, or processes a drug or
device must register with the Secretary of Health and Human Services,
on or before December 31 of each year, his or her name, places of
business, and all such establishments, among other information, and
must submit a list of all drug and all device products manufactured,
prepared, propagated, compounded, or processed by him or her for
commercial distribution, among other information. In 21 CFR part 607,
FDA has issued regulations implementing these requirements for
manufacturers of human blood and blood products.
    Section 607.20(a), requires, in part, that owners or operators of
certain establishments that engage in the manufacture of blood products
register and submit a list of every blood product in commercial
distribution.
    Section 607.21 requires the owner or operator of an establishments
entering into the manufacturing of blood products to register the
establishment within 5 days after beginning such operation and to
submit a list of every blood product in commercial distribution at the
time. If the owner or operator of the establishment has not previously
entered into such operation for which a license is required,
registration must follow within 5 days after the submission of a
biologics license application. In addition, owners or operators of all
establishments so engaged must register annually between October 1 and
December 31 and update their blood product listing every June and
December.
    Section 607.22(a) requires, in part, that initial and subsequent
registrations and product listings be submitted electronically through
the Blood Establishment Registration and Product Listing system or any
future superseding electronic system.
    Section 607.22(b) requires, in part, that requests for a waiver of
the requirements of Sec.  607.22 be submitted in writing and include
the specific reasons why electronic submission is not reasonable for
the registrant.
    Section 607.22(c) provides that if FDA grants the waiver request,
FDA may limit its duration and will specify the terms of the waiver and
provide information on how to submit establishment registration, drug
listings, other information, and updates, as applicable (e.g., Form FDA
2830).
    Section 607.25 sets forth the information required for
establishment registration and blood product listing.
    Section 607.26 requires, in part, that certain changes, such as
ownership or location changes, be submitted to FDA electronically as an
amendment to establishment registration within 5 calendar days of such
changes using the FDA Blood Establishment Registration and Product
Listing system, or any future superseding electronic system.
    Section 607.30(a), in part, sets forth the information required
from owners or operators of establishments when they update their blood
product listing information in June and December of each year (at a
minimum).
    Section 607.31 requires that certain additional blood product
listing information be provided upon request by FDA.
    Section 607.40 requires, in part, that certain foreign blood
product establishments comply with the establishment registration and
blood product listing information requirements in part 607, subpart B
(Sec. Sec.  607.20 through 607.39, 607.40(a) and (b)), and provide the
name and address of the establishment and the name of the individual
responsible for submitting establishment registration and blood product
listing information (Sec.  607.40(c)) as well as the name, address, and
phone number of its U.S. agent (Sec.  607.40(d)).
    This information assists FDA in its inspections of facilities,
among other uses, and its collection is essential to the overall
regulatory scheme designed to ensure the safety of the Nation's blood
supply.
    Respondents to this collection of information are human blood and
plasma donor centers, blood banks, certain transfusion services, other
blood product manufacturers, and independent laboratories that engage
in quality control and testing for registered blood product
establishments.
    FDA estimates the burden of this collection of information based
upon information obtained from the database of FDA's Center for
Biologics Evaluation and Research and FDA experience with the blood
establishment registration and product listing requirements.
    FDA estimates the burden of this collection of information as
follows:

                                                     Table 1--Estimated Annual Reporting Burden \1\
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                            Number of
          21 CFR Section             Activity/Form FDA      Number of     responses per   Total annual     Average burden per response      Total hours
                                           2830            respondents     respondent       responses
--------------------------------------------------------------------------------------------------------------------------------------------------------
607.20(a), 607.21, 607.22,         Initial Registration             115               1             115  1..............................             115
 607.25, and 607.40.
607.21, 607.22, 607.25, 607.26,    Annual Registration.           2,612               1           2,612  0.5 (30 minutes)...............           1,306
 607.31, and 607.40.
607.21, 607.25, 607.30(a),         Product Listing                  200               1             200  0.25 (15 minutes)..............              50
 607.31, and 607.40.                Update.
607.22(b)........................  Waiver Requests.....              25  ..............              25  1..............................              25
                                                        ------------------------------------------------------------------------------------------------
    Total........................  ....................  ..............  ..............  ..............  ...............................           1,496
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ There are no capital costs of operating and maintenance costs associated with this collection of information.

    The burden for this information collection has changed since the
last OMB approval. Because of a slight increase in the number of
initial registrations and product listing updates FDA has received
during the past 3 years, we have increased our reporting burden
estimate.

    Dated: December 20, 2017.
Leslie Kux,
Associate Commissioner for Policy.
[FR Doc. 2017-27757 Filed 12-22-17; 8:45 am]
 BILLING CODE 4164-01-P


[Federal Register: May 8, 2008 (Volume 73, Number 90)]
[Notices]
[Page 26179-26181]
[DOCID:fr08my08-139]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57759; File No. SR-NYSEArca-2008-44]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Amending NYSE Arca
Rule 6.62 To Include an Opening Only Order

May 1, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on April 23, 2008, NYSE Arca, Inc. (``NYSE Arca'' 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 prepared substantially by NYSE Arca. NYSE Arca filed the
proposed rule change as a ``non-controversial'' proposed rule change
pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6)
thereunder,\4\ which renders it effective upon filing with the
Commission. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend NYSE Arca Rule 6.62 to include an
additional order type, known as the Opening Only Order, to provide
investors greater flexibility. The text of the proposed rule change is
available at http://www.nyse.com, the principal office of NYSE Arca,
and the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NYSE Arca included statements
concerning the purpose of and basis for the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. NYSE Arca has prepared summaries, set forth in Sections
A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    In order to provide additional flexibility and increased
functionality to its system and its users, the Exchange proposes to
amend NYSE Arca Rule 6.62 in order to add a new order type known as the
Opening Only Order.\5\ The Opening Only Order will provide investors
with the opportunity to enter orders that will participate only in the
Opening Auction, and not be available for trading after the opening.
Some investors wish to transact business when a series opens for
trading, but not later. Currently, without an Opening Only Order, these
investors must cancel any unexecuted portion of an order after the
opening. During the time between the opening and the submission and
processing of the cancellation, the order entrant is exposed to the
risk of an unwanted execution. Opening Only Orders that are not
executed during the Opening Auction will automatically be cancelled.
The Opening Only Order offers investors greater flexibility to manage
their risk.\6\
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    \5\ Opening Only Orders will only apply to the Opening Auction
on the OX system. This order type will not be available for PCX Plus
Opening Rotations. NYSE Arca has decommissioned its PCX Plus system.
    \6\ This order type is substantially similar to the opening
order offered by the Philadelphia Stock Exchange (Rule 1066(c)(5))
and by the Chicago Board Options Exchange (Rule 6.53(l)).
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    Although not currently a defined order type and not currently
accepted by the Exchange, NYSE Arca Rule 6.64A(b) already provides for
the implementation and inclusion of ``opening only'' orders in the
opening auction.\7\
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    \7\ Rule 6.64A(b) reads in part: ``Contingency orders (except
for `opening only' orders) will not participate in the Auction
Process.''
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\8\ in general, and with
Section (b)(5) of the Act,\9\ in particular, in that the proposal is
designed to prevent fraudulent and manipulative practices, promote just
and equitable principles of trade, to remove impediments to and perfect
the mechanism of a free and open market and a national market system,
and, in general, to protect investors and the public interest.
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    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-
4(f)(6) thereunder.\11\
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under 19b-4(f)(6) normally may not
become operative prior to 30 days after the date of filing.\12\
However, Rule 19b-4(f)(6)(iii) \13\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day operative delay so that the proposal can
become operative immediately. The Exchange believes that the creation
of an opening only order type helps to promote a fair, orderly and
competitive options market. Further, the Exchange notes that waiver of
the operative delay will immediately afford market participants on NYSE
Arca the same investment opportunities presently available at other
option exchanges. Based on the foregoing, the Commission believes that
waiving the 30-day operative delay is consistent with the protection of
investors and the public interest, and therefore designates the
proposal as operative upon filing.\14\
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    \12\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
NYSE Arca has complied with this requirement.
    \13\ Id.
    \14\ For purposes only of waiving the 30-day operative delay of
this proposal, the Commission has considered the proposed rule's
impact on efficiency, competition, and capital formation. 15 U.S.C.
78c(f).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate such rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File No. SR-NYSEArca-2008-44 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2008-44. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/
rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room, on official
business days between the hours of 10 a.m. and 3 p.m. Copies of such
filing also will be available for inspection and copying at the
principal office of NYSE Arca. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only

information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2008-44 and should be submitted
on or before May 29, 2008.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-10250 Filed 5-7-08; 8:45 am]

BILLING CODE 8010-01-P