[Federal Register: October 18, 2007 (Volume 72, Number 201)]
[Notices]
[Page 59118-59123]
[DOCID:fr18oc07-83]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-28013; File No. 812-13380]

MetLife Insurance Company of Connecticut, et al.

October 12, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

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

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Summary of Application: The Substitution Applicants (defined below)
request an order to permit certain unit investment trusts to
substitute: (a) Shares of MetLife Investment Large Company Stock Fund
for shares of MetLife Stock Index Portfolio; (b) shares of MetLife
Investment Small Company Stock Fund for shares of Russell 2000 Index
Portfolio; (c) shares of MetLife Investments International Stock Fund
for shares of Morgan Stanley EAFE Index Portfolio; and (d) shares of
MetLife Investment Diversified Bond Fund for shares of Lehman Brothers
Aggregate Bond Index Portfolio. The shares are currently held by
certain unit investment trusts to fund certain group and individual
variable annuity contracts and variable life insurance policies
(collectively, the ``Contracts'') issued by the Insurance Companies
(defined below). The Applicants also hereby apply for an order of
exemption pursuant to section 17(b) of the Act from section 17(a) of
the Act to permit the Insurance Companies to carry out certain
substitutions.

Applicants: The MetLife Insurance Company of Connecticut (``MetLife of
CT''), MetLife Life and Annuity Company of Connecticut (``MetLife
LAN''), MetLife Investment Funds, Inc. (``MLIF'') and Metropolitan
Series Fund, Inc. (``Met Series Fund'') (MLIF and Met Series Fund are
referred to as the ``Investment Companies'' and Metlife of CT and
Metlife LAN are referred to as the ``Insurance Companies''), and
MetLife of CT Separate Account Five for Variable Annuities (``Separate
Account Five''), MetLife of CT Separate Account Six for Variable
Annuities (``Separate Account Six''), MetLife of CT Fund U for Variable
Annuities (``Fund U''), MetLife of CT Separate Account QP for Variable
Annuities (``Separate Account QP''), MetLife of CT Separate Account QPN
for Variable Annuities (``Separate Account QPN''), MetLife of CT Fund
UL

II for Variable Life Insurance (``Fund UL II''), and MetLife of CT Fund
UL for Variable Life Insurance (``Fund UL ``), (together with Separate
Account Five, Separate Account Six, Fund U, Separate Account QP,
Separate Account QPN, Fund UL II, and Fund UL, the ``Separate
Accounts''). The Insurance Companies and the Separate Accounts are
referred to herein collectively as the ``Substitution Applicants.'' The
Insurance Companies, the Separate Accounts and the Investment Companies
are referred to herein collectively as the ``Applicants.''

Filing Date: The application was filed on April 26, 2007 and amended
and restated on October 11, 2007.

Hearing of 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 the Secretary of the
Commission and serving Applicants with a copy of the request personally
by mail. Hearing requests should be received by the Commission by 5:30
p.m. on November 6, 2007 and should be accompanied by proof of service
on Applicants, in the form of an affidavit or for lawyers a certificate
of service. Hearing requests should state the nature of the writer's
interest, the reasons for the request and the issue contested. Persons
may request notification of a hearing by writing to the Secretary of
the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549. Applicants: Curtis A. Young, Senior
Counsel--Securities Products and Regulation, MetLife Group, One MetLife
Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101.

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

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee from
the Public Reference Branch of the Commission, 100 F Street, NE.,
Washington, DC 20549, (tel.<PHONE_NUMBER>).

Applicant's Representations

    1. MetLife of CT, formerly known as The Travelers Insurance
Company, is a stock life insurance company organized in 1863 under the
laws of Connecticut. MetLife of CT is a wholly-owned subsidiary of
MetLife, Inc. (``MetLife'') MetLife of CT's principal place of business
is located at One Cityplace, Hartford, Connecticut 06103. For purposes
of the Act, MetLife of CT is the depositor and sponsor of Separate
Account Five, Fund U, Separate Account QP, Separate Account QPN and
Fund UL.
    2. MetLife LAN, formerly known as The Travelers Life and Annuity
Company, is a stock life insurance company organized in 1973 under the
laws of Connecticut. MetLife LAN is an indirect wholly-owned subsidiary
of MetLife, Inc. MetLife LAN's principal place of business is located
at One Cityplace, Hartford, Connecticut 06103. For purposes of the Act,
MetLife LAN is the depositor and sponsor of Separate Account Six and
Fund UL II.
    3. Separate Account Five, Separate Account Six, Fund U, Separate
Account QP, Fund UL II, and Fund UL are registered under the Act as
unit investment trusts for the purpose of funding the Contracts.
Security interests under the Contracts have been registered under the
Securities Act of 1933.
    4. Separate Account QPN is exempt from registration under the Act.
Security interests under the Contracts have been registered under the
Securities Act of 1933.
    5. MLIF and Met Series Fund are each registered under the Act as
open-end management investment companies of the series type, and their
securities are registered under the Securities Act of 1933. MetLife
Investment Funds Management LLC, an affiliate of MetLife, serves as
investment adviser to MLIF. MetLife Advisers, LLC, an affiliate of
MetLife, serves as investment adviser to the Met Series Fund.
    6. The Contracts permit the Insurance Companies to substitute
shares of one fund with shares of another, including a fund of a
different registered investment company.
    7. Each Insurance Company, on its behalf and on behalf of the
Separate Accounts, proposes to make certain substitutions of shares of
four funds of MLIF (the ``Existing Funds'') held in sub-accounts of its
respective Separate Accounts for certain series (the ``Replacement
Funds'') of the Met Series Fund.
    8. Set forth below are the fees and expenses of each Existing Fund
and its corresponding Replacement Fund, as well as a description of
each fund's investment objectives and principal investment policies.
Additional information including asset sizes, risk factors, and
comparable performance history for each Existing Fund and Replacement
Fund can be found in the application.
    9. MetLife Investment Large Company Stock Fund--MetLife Stock Index
Portfolio: The MetLife Investment Large Company Stock Fund seeks
maximum long-term total return by investing primarily in common stocks
of well-established companies. The MetLife Stock Index Portfolio seeks
to equal the performance of the S&P 500 Index. The Fund purchases the
common stocks of all the companies in the S&P Index.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Acquired fund
                                                        Management     Distribution     Other        fees and      Total annual    Expense    Net annual
                                                           fees        (12b-1) fees    expenses      expenses        expenses      waivers     expenses
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Existing Fund--MetLife Investment Large Company                 .52%  ..............       .11%  ...............            .63%  .........         .63%
 Stock Fund.........................................
Replacement Fund--MetLife Stock Index Portfolio.....            .25%  ..............       .05%  ...............            .30%       .01%         .29%
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    10. MetLife Investment Small Company Stock Fund--Russell
2000[supreg] Index Portfolio: The MetLife Investment Small Company
Stock Fund seeks maximum long-term total return by investing primarily
in common stocks of small companies. The Russell 2000[supreg] Index
Portfolio seeks to equal the return of the Russell 2000 Index. The Fund
invests in a statistically selected sample of the 2000 stocks included
in the Index.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Acquired fund
                                                        Management     Distribution     Other        fees and      Total annual    Expense    Net annual
                                                           fees        (12b-1) fees    expenses      expenses        expenses      waivers     expenses
--------------------------------------------------------------------------------------------------------------------------------------------------------
Existing Fund--MetLife Investment Small Company                 .64%  ..............       .14%  ...............            .78%  .........         .78%
 Stock Fund.........................................
Replacement Fund--Russell 2000 Index Portfolio......            .25%  ..............       .09%             .02%            .36%       .01%         .35%
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    11. MetLife Investment International Stock Fund--Morgan Stanley
EAFE Index Portfolio: The MetLife Investment International Stock Fund
seeks maximum long-term total return by investing primarily in common
stocks of established non-U.S. companies. The Morgan Stanley EAFE Index
Portfolio seeks to equal the performance of the MSCI EAFE Index. The
Fund invests in a statistically selected sample of the 1000 stocks
included in the Index.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Acquired fund
                                                        Management     Distribution     Other        fees and      Total annual    Expense    Net annual
                                                           fees        (12b-1) fees    expenses      expenses        expenses      waivers     expenses
--------------------------------------------------------------------------------------------------------------------------------------------------------
Existing Fund--MetLife Investment International                 .73%  ..............       .20%  ...............            .93%  .........         .93%
 Stock Fund.........................................
Replacement Fund--Morgan Stanley EAFE Index                     .30%  ..............       .13%             .02%             .01  .........         .44%
 Portfolio..........................................
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    12. MetLife Investment Diversified Bond Fund--Lehman
Brothers[supreg] Aggregate Bond Index Portfolio: The MetLife Investment
Diversified Bond Fund seeks maximum long-term total return by investing
primarily in fixed income securities. The Lehman Brothers[reg]
Aggregate Bond Index Portfolio seeks to equal the performance of the
Lehman Brothers Aggregate Bond Index and invests in a sampling of bonds
included in the Index.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Acquired fund
                                                        Management     Distribution     Other        fees and      Total annual    Expense    Net annual
                                                           fees        (12b-1) fees    expenses      expenses        expenses      waivers     expenses
--------------------------------------------------------------------------------------------------------------------------------------------------------
Existing Fund--MetLife Investment Diversified Bond              .41%  ..............       .09%  ...............            .50%  .........         .50%
 Fund...............................................
Replacement Fund--Lehman Brothers[supreg] Aggregate             .25%  ..............       .06%  ...............            .31%        .01         .30%
 Bond Index Portfolio...............................
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Applicant's Legal Analysis

    1. The Substitution Applicants request that the Commission issue an
order pursuant to section 26(c) of the Act approving the proposed
substitutions.
    2. The Contracts permit the applicable Insurance Company, subject
to compliance with applicable law, to substitute shares of another
investment company for shares of an investment company held by a sub-
account of the Separate Accounts. The prospectuses for the Contracts
and the Separate Accounts contain appropriate disclosure of this right.
    3. The proposed Replacement Fund for each Existing Fund has an
investment objective that is at least substantially similar to that of
the Existing Fund. Moreover, the principal investment policies of the
Replacement Funds are similar to those of the corresponding Existing
Funds. In addition, the Existing Funds are not being offered for new
sales, and are not available as new investment options under Contracts
previously or currently offered by the Insurance Companies or, if
available, are not available for additional contributions and/or
transfers from other investment options under Contracts.
    4. The Substitution Applicants submit there is little likelihood
that significant additional assets, if any, will be allocated to the
Existing Funds and, therefore, because of the cost of maintaining such
Funds as investment options under the Contracts, it is in the interest
of shareholders to substitute the applicable Replacement Funds which
are currently being offered as investment options by the Insurance
Companies.
    5. Applicants submit that because the Replacement Funds are managed
as index funds or managed to replicate the return of an index, each
Replacement Fund has lower management fees and lower total operating
expenses than the corresponding Existing Fund. Contract owners with
balances invested in the Replacement Fund will therefore have a lower
expense ratio. However, the Substitution Applicants agree that the
Insurance Companies will not increase total separate account charges
(net of any reimbursements or waivers) for any existing owner of the
Contracts on the date of the substitutions for a period of two years
from the date of the substitutions.
    6. The substitution will not negatively impact the ability of
contract owners to choose from a variety of funds available in the
products. Of all the variable products affected by this substitution,
the minimum number of funds currently available in any product before
the substitution is 23, and after the substitution the minimum number
available will be 22 funds (of the four Replacement Funds, one is
already available in this product, leading to a decrease of one in the
number of available funds).
    7. The Substitution Applicants assert that the replacement of the
Existing Funds with the Replacement Funds is consistent with the
protection of Contract owners and the purposes fairly intended by the
policies and provisions of the Act.
    8. The Substitution Applicants represent that by disclosure in the
prospectuses for the variable annuity

Contracts, and supplements to the prospectuses for the life insurance
Contracts, each Insurance Company will notify all owners of the
Contracts of its intention to take the necessary actions, including
seeking the order requested by this Application, to substitute shares
of the funds as described herein.
    9. The disclosure in the prospectuses and the prospectus
supplements will advise Contract owners that from the date of the
prospectuses and the supplements until the date of the proposed
substitution, owners are permitted to make one transfer of Contract
value (or annuity unit exchange) out of the Existing Fund sub-account
to one or more other sub-accounts without the transfer (or exchange)
being treated as one of a limited number of permitted transfers (or
exchanges) or a limited numbers of transfers (or exchanges) permitted
without a transfer charge.
    10. The disclosure in the prospectuses and the prospectus
supplements also will inform Contract owners that the Insurance Company
will not exercise any rights reserved under any Contract to impose
additional restrictions on transfers until at least 30 days after the
proposed substitutions.
    11. The disclosure in the prospectuses and the prospectus
supplements will also advise Contract owners that for at least 30 days
following the proposed substitutions, the Insurance Companies will
permit Contract owners affected by the substitutions to make one
transfer of Contract value (or annuity unit exchange) out of the
Replacement Fund sub-account to one or more other sub-accounts without
the transfer (or exchange) being treated as one of a limited number of
permitted transfers (or exchanges) or a limited number of transfers (or
exchanges) permitted without a transfer charge. Other than the
restrictions concerning market timing/excessive trading, as disclosed
in the prospectuses, the Contracts currently permit transfers of all or
part of contract value between the variable funding options at any
time.
    12. The proposed substitutions will take place at relative net
asset value with no change in the amount of any Contract owner's
Contract value, cash value, or death benefit or in the dollar value of
his or her investment in the Separate Accounts.
    13. The process for accomplishing the transfer of assets from each
Existing Fund to its corresponding Replacement Fund will be determined
on a case-by-case basis. In most cases, it is expected that the
substitutions will be effected by redeeming shares of an Existing Fund
for cash and using the cash to purchase shares of the Replacement Fund.
In certain other cases, it is expected that the substitutions will be
effected by redeeming the shares of an Existing Fund in-kind; those
assets will then be contributed in-kind to the corresponding
Replacement Fund to purchase shares of that Fund.
    14. Contract owners will not incur any fees or charges as a result
of the proposed substitutions, nor will their rights or an Insurance
Company's obligations under the Contracts be altered in any way. All
expenses incurred in connection with the proposed substitutions,
including brokerage, legal, accounting, and other fees and expenses,
will be paid by the Insurance Companies. In addition, the proposed
substitutions will not impose any tax liability on Contract owners. The
proposed substitutions will not cause the Contract fees and charges
currently being paid by existing Contract owners to be greater after
the proposed substitutions than before the proposed substitutions. No
fees will be charged on the transfers made at the time of the proposed
substitutions because the proposed substitutions will not be treated as
a transfer for the purpose of assessing transfer charges or for
determining the number of remaining permissible transfers in a Contract
year.
    15. In addition to the prospectuses and prospectus supplements
distributed to owners of Contracts, within five business days after the
proposed substitutions are completed, Contract owners will be sent a
written notice informing them that the substitutions were carried out
and that they may make one transfer of all Contract value or cash value
under a Contract invested in any one of the sub-accounts on the date of
the notice to one or more other sub-accounts available under their
Contract at no cost and without regard to the usual limit on the
frequency of transfers from the variable account options to the fixed
account options. The notice will also reiterate that (other than with
respect to ``market timing'' activity) the Insurance Company will not
exercise any rights reserved by it under the Contracts to impose
additional restrictions on transfers or to impose any charges on
transfers until at least 30 days after the proposed substitutions.
    16. The Insurance Companies will also send each Contract owner
current prospectuses for the Replacement Funds involved to the extent
that they have not previously received a copy.
    17. Each Insurance Company also is seeking approval of the proposed
substitutions from any state insurance regulators whose approval may be
necessary or appropriate.
    18. The Substitution Applicants agree that for those who were
Contract owners on the date of the proposed substitutions, the
Insurance Companies will reimburse, on the last business day of each
fiscal period (not to exceed a fiscal quarter) during the twenty-four
months following the date of the proposed substitutions, those Contract
Owners whose subaccount invests in the Replacement Fund such that the
sum of the Replacement Fund's operating expenses (taking into account
fee waivers and expense reimbursements) and subaccount expenses (asset-
based fees and charges deducted on a daily basis from subaccount assets
and reflected in the calculation of subaccount unit values) for such
period will not exceed, on an annualized basis, the sum of the Existing
Fund's operating expenses (taking into account fee waivers and expense
reimbursements) and subaccount expenses for fiscal year 2006.
    19. The Applicants request an order under section 17(b) exempting
them from the provisions of section 17(a) to the extent necessary to
permit the Insurance Companies to carry out each of the proposed
substitutions.
    20. Section 17(a)(1) of the 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 Act
generally prohibits the persons described above, acting as principals,
from knowingly purchasing any security or other property from the
registered company.
    21. Because shares held by a separate account of an insurance
company are legally owned by the insurance company, the Insurance
Companies and their affiliates collectively own of record substantially
all of the shares of MLIF and Met Series Fund. Therefore, MLIF and Met
Series Fund and their respective funds are arguably under the control
of the Insurance Companies notwithstanding the fact that Contract
owners may be considered the beneficial owners of those shares held in
the Separate Accounts. If MLIF and Met Series Fund and their respective
funds are under the control of the Insurance Companies, then each
Insurance Company is an affiliated person or an affiliated person of an
affiliated person of MLIF and Met Series Fund and their respective
funds. If MLIF and Met Series Fund and their respective funds are under
the control of

the Insurance Companies, then MLIF and Met Series Fund and their
respective funds are affiliated persons of the Insurance Companies.
    22. Regardless of whether or not the Insurance Companies can be
considered to control MLIF and Met Series Fund and their respective
funds, because the Insurance Companies own of record more than 5% of
the shares of each of them and are under common control with each
Existing Fund's and Replacement Fund's investment adviser, the
Insurance Companies are affiliated persons of both MLIF and Met Series
Fund and their respective funds. Likewise, their respective funds are
each an affiliated person of the Insurance Companies.
    23. Because the substitutions may be effected, in whole or in part,
by means of in-kind redemptions and purchases, the substitutions may be
deemed to involve one or more purchases or sales of securities or
property between affiliated persons. The proposed transactions may
involve a transfer of portfolio securities by the Existing Funds to the
Insurance Companies; immediately thereafter, the Insurance Companies
would purchase shares of the Replacement Funds with the portfolio
securities received from the Existing Funds. Accordingly, as the
Insurance Companies and certain of the Existing Funds listed above, and
the Insurance Companies and the Replacement Funds, could be viewed as
affiliated persons of one another under section 2(a)(3) of the Act, it
is conceivable that this aspect of the substitutions could be viewed as
being prohibited by section 17(a).
    24. Section 17(b) of the 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:
    (a) 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;
    (b) 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 Act; and (c) the proposed
transaction is consistent with the general purposes of the Act.
    25. The Applicants submit that for all the reasons described herein
the terms of the proposed in-kind redemptions of shares of the Existing
Funds and in-kind purchases of shares of the Replacement Funds by the
Insurance Companies, including the consideration to be paid and
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned. The Applicants also submit that the
proposed in-kind redemptions and purchases by the Insurance Companies
are consistent with the policies of MLIF and the Met Series Fund.
Finally, the Applicants submit that the proposed substitutions are
consistent with the general purposes of the Act.
    26. To the extent that the in-kind redemptions by the Insurance
Companies of the Existing Funds' shares and in-kind purchases by the
Insurance Companies of the Replacement Funds' shares are deemed to
involve principal transactions among affiliated persons, the procedures
described below should be sufficient to assure that the terms of the
proposed transactions are reasonable and fair to all participants. The
Applicants maintain that the terms of the proposed in-kind redemption
and purchase transactions, including the consideration to be paid and
received by each fund involved, are reasonable, fair and do not involve
overreaching principally because the transactions will conform with all
but one of the conditions enumerated in Rule 17a-7. The proposed
transactions will take place at relative net asset value in conformity
with the requirements of section 22(c) of the Act and Rule 22c-1
thereunder with no change in the amount of any Contract owner's
contract value or death benefit or in the dollar value of his or her
investment in any of the Separate Accounts. 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. Even though the Separate Accounts, the Insurance
Companies, MLIF and Met Series Fund may not rely on Rule 17a-7, the
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 in
connection with an investment company by its affiliated persons. In
addition, any in-kind redemptions will only be made in accordance with
the conditions set out in the Signature Financial Group no-action
letter (December 29, 1999).
    27. The boards of MLIF and Met Series Fund have adopted procedures,
as required by paragraph (e)(1) of Rule 17a-7, pursuant to which the
series of each may purchase and sell securities to and from their
affiliates. The Applicants will carry out the proposed Insurance
Company in-kind redemptions and purchases in conformity with all of the
conditions of Rule 17a-7 and each series' procedures thereunder, except
that the consideration paid for the securities being purchased or sold
may not be entirely cash. Nevertheless, the circumstances surrounding
the proposed substitutions will be such as to offer the same degree of
protection to each Existing Fund and 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, the Insurance Companies (or any of
their affiliates) cannot effect the proposed transactions at a price
that is disadvantageous to any of the Existing Funds or Replacement
Funds. Although the transactions may not be entirely for cash, 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 Existing Fund and
corresponding Replacement Fund valued in accordance with the procedures
disclosed in its respective Investment Company's registration statement
and as required by Rule 22c-1 under the Act. No brokerage commission,
fee, or other remuneration will be paid to any party in connection with
the proposed in kind purchase transactions.
    28. The sale of shares of Replacement Funds for portfolio
securities, as contemplated by the proposed Insurance Company in-kind
purchases, will be consistent with the investment policies and
restrictions of the Replacement Funds because (1) the shares will be
sold at their net asset value, and (2) the portfolio securities will be
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, MetLife
Advisers, LLC and the subadviser, as applicable, will 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.
    29. The Applicants submit that the proposed Insurance Company in-
kind redemptions and purchases, as described herein, are consistent
with the general purposes of the Act as stated in the Findings and
Declaration of Policy in Section 1 of the Act. The proposed
transactions do not present any of the conditions or abuses that the
Act was designed to prevent.

    30. The Applicants request that the Commission issue an order
pursuant to section 17(b) of the Act exempting the Separate Accounts,
the Insurance Companies, MLIF, Met Series Fund and each Replacement
Fund from the provisions of section 17(a) of the Act to the extent
necessary to permit the Insurance Companies on behalf of the Separate
Accounts to carry out, as part of the substitutions, the in-kind
redemption and purchase of shares of the Existing Fund and Replacement
Funds which may be deemed to be prohibited by section 17(a) of the Act.
    31. The Applicants represent that the proposed in-kind redemptions
and purchases meet all of the requirements of section 17(b) of the Act
and that an exemption should be granted, to the extent necessary, from
the provisions of section 17(a).

Conclusion

    Applicants assert that for the reasons summarized above the
proposed substitutions and related transactions meet the standards of
section 26(c) of the Act and are consistent with the standards of
section 17(b) of the Act and that the requested orders should be
granted.

    For the Commission, by the Division of Investment Management
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-20542 Filed 10-17-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 180 (Wednesday, September 16, 2020)]
[Rules and Regulations]
[Pages 57700-57701]
[FR Doc No: 2020-20013]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R07-OAR-2020-0331; FRL-10014-46-Region 7]

Air Plan Approval; Missouri; Removal of Control of Emissions From
Manufacture of Polystyrene Resin

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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

SUMMARY: The Environmental Protection Agency (EPA) is taking final
action to approve a revision to the State Implementation Plan (SIP)
submitted by the State of Missouri on January 15, 2019, and
supplemented by letter on July 11, 2019. In the proposal, EPA proposed
removal of a rule related to the control of emissions from the
manufacture of polystyrene resin in the St. Louis, Missouri area from
its SIP. This removal does not have an adverse effect on air quality.
The EPA's approval of this rule revision is in accordance with the
requirements of the Clean Air Act (CAA).

DATES: This final rule is effective on October 16, 2020.

ADDRESSES: The EPA has established a docket for this action under
Docket ID No. EPA-R07-OAR-2020-0331. All documents in the docket are
listed on the https://www.regulations.gov website. Although listed in
the index, some information is not publicly available, i.e., CBI or
other information whose disclosure is restricted by statute. Certain
other material, such as copyrighted material, is not placed on the
internet and will be publicly available only in hard copy form.
Publicly available docket materials are available through https://www.regulations.gov or please contact the person identified in the FOR
FURTHER INFORMATION CONTACT section for additional information.

FOR FURTHER INFORMATION CONTACT: David Peter, Environmental Protection
Agency, Region 7 Office, Air Permitting and Standards Branch, 11201
Renner Boulevard, Lenexa, Kansas 66219; telephone number: (913) 551-
7397; email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Throughout this document ``we,'' ``us,'' and
``our'' refer to the EPA.

Table of Contents

I. What is being addressed in this document?
II. Have the requirements for approval of a SIP revision been met?
III. What action is the EPA taking?
IV. Incorporation by Reference
V. Statutory and Executive Order Reviews

I. What is being addressed in this document?

    The EPA is approving the removal of 10 Code of State Regulation
(CSR) 10-5.410, Control of Emissions from Manufacture of Polystyrene
Resin, from the Missouri SIP.
    As explained in detail in EPA's proposed rule, Missouri has
demonstrated that removal of 10 CSR 10-5.410 will not interfere with
attainment of the NAAQS, reasonable further progress \1\ or any other
applicable requirement of the CAA because the single source subject to
the rule ceased manufacturing polystyrene resin in 2009 and the removal
of the rule will not cause VOC emissions to increase. (85 FR 43526,
July 17, 2020). The EPA solicited but did not receive any comments on
this proposed rule. Therefore, the EPA is finalizing its proposal to
remove 10 CSR 10-5.410 from the SIP.
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    \1\ RFP is not applicable to the St. Louis Area because for
marginal ozone nonattainment areas, such as the St. Louis Area, the
specific requirements of section 182(a) apply in lieu of the
attainment planning requirements that would otherwise apply under
section 172(c), including the attainment demonstration and
reasonably available control measures (RACM) under section
172(c)(1), reasonable further progress (RFP) under section
172(c)(2), and contingency measures under section 172(c)(9).
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II. Have the requirements for approval of a SIP revision been met?

    The State submission has met the public notice requirements for SIP
submissions in accordance with 40 CFR 51.102. The submission also
satisfied the completeness criteria of 40 CFR part 51, appendix V. The
State provided public notice on this SIP revision from May 15, 2018, to
August 2, 2018, and received twelve comments from the EPA that related
to Missouri's lack of an adequate demonstration that the rule could be
removed from the SIP in accordance with section 110(l) of the CAA,
whether the rule applied to new sources and other implications related
to rescinding the rule. Missouri's July 11, 2019 letter and December 3,
2018 response to comments on the state rescission rulemaking addressed
the EPA's comments. In addition, the

revision meets the substantive SIP requirements of the CAA, including
section 110 and implementing regulations.

III. What action is the EPA taking?

    The EPA is taking final action to approve Missouri's request to
remove 10 CSR 10-5.410 from the SIP.

IV. Incorporation by Reference

    In this document, the EPA is amending regulatory text that includes
incorporation by reference. As described in the amendments to 40 CFR
part 52 set forth below, the EPA is removing provisions of the EPA-
Approved Missouri Regulation from the Missouri State Implementation
Plan, which is incorporated by reference in accordance with the
requirements of 1 CFR part 51.

V. Statutory and Executive Order Reviews

    Under the CAA, the Administrator is required to approve a SIP
submission that complies with the provisions of the Act and applicable
Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a). Thus, in
reviewing SIP submissions, EPA's role is to approve state choices,
provided that they meet the criteria of the CAA. Accordingly, this
action merely approves state law as meeting Federal requirements and
does not impose additional requirements beyond those imposed by state
law. For that reason, this action:
     Is not a significant regulatory action subject to review
by the Office of Management and Budget under Executive Orders 12866 (58
FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21, 2011);
     Is not an Executive Order 13771 (82 FR 9339, February 2,
2017) regulatory action because SIP approvals are exempted under
Executive Order 12866.
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of the National Technology
Transfer and Advancement Act (NTTA) because this rulemaking does not
involve technical standards; and
     Does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).
    The SIP is not approved to apply on any Indian reservation land or
in any other area where EPA or an Indian tribe has demonstrated that a
tribe has jurisdiction. In those areas of Indian country, the rule does
not have tribal implications and will not impose substantial direct
costs on tribal governments or preempt tribal law as specified by
Executive Order 13175 (65 FR 67249, November 9, 2000).
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the CAA, petitions for judicial review
of this action must be filed in the United States Court of Appeals for
the appropriate circuit by March 24, 2020. Filing a petition for
reconsideration by the Administrator of this final rule does not affect
the finality of this action for the purposes of judicial review nor
does it extend the time within which a petition for judicial review may
be filed and shall not postpone the effectiveness of such rule or
action. This action may not be challenged later in proceedings to
enforce its requirements. (See section 307(b)(2)).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Reporting and recordkeeping requirements, Volatile organic
compounds.

    Dated: September 3, 2020.
James Gulliford,
Regional Administrator, Region 7.

    For the reasons stated in the preamble, the EPA amends 40 CFR part
52 as set forth below:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

0
1. The authority citation for part 52 continues to read as follows:

    Authority: 42 U.S.C. 7401 et seq.

Subpart AA--Missouri

Sec.  52.1320  [Amended]

0
2. In Sec.  52.1320, the table in paragraph (c) is amended by removing
the entry ``10-5.410'' under the heading ``Chapter 5--Air Quality
Standards and Air Pollution Control Regulations for the St. Louis
Metropolitan Area''.

[FR Doc. 2020-20013 Filed 9-15-20; 8:45 am]
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