

[Federal Register: May 3, 2006 (Volume 71, Number 85)]
[Notices]               
[Page 26122-26130]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr03my06-112]                         

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

SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-27306; File No. 812-13188]

 
The Variable Annuity Life Insurance Company, et al., Notice of 
Application

April 27, 2006.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTION: Notice of application for an order of approval pursuant to 
Section 26(c) of the Investment Company Act of 1940, as amended (the 
``Act''), and an order of exemption pursuant to Section 17(b) of the 
Act from Section 17(a) of the Act.

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

    Applicants: The Variable Annuity Life Insurance Company 
(``VALIC''), VALIC Separate Account A (``Separate Account A'' and, 
collectively with VALIC, the ``Applicants''), and VALIC Company I 
(``VALIC I'' and, collectively with VALIC and Separate Account A, the 
``Section 17 Applicants'').
    Summary of Application: Applicants seek an order approving the 
proposed substitution of shares of Evergreen Fundamental Large Cap Fund 
with Large Cap Core Fund; Evergreen Equity Income Fund with Broad Cap 
Value Fund; American Century Ultra Fund with VALIC Ultra Fund; AIM 
Large Cap Growth Fund, Janus Fund and Putnam New Opportunities Fund 
with Large Capital Growth Fund; MSIF Mid Cap Growth Fund, Putnam OTC & 
Emerging Growth Fund and SIT Mid Cap Growth Fund with Mid Cap Strategic 
Growth Fund; Evergreen Special Values Fund with Small Cap Special 
Values Fund; SIT Small Cap Growth Fund and Evergreen Special Equity 
Fund with Small Cap Strategic Growth Fund; Credit Suisse Small Cap 
Growth Fund with Small Cap Aggressive Growth Fund; Janus Adviser 
Worldwide Fund and Putnam Global Equity Fund with Global Equity Fund; 
Templeton Global Asset Allocation Fund with Global Strategy Fund; 
Templeton Foreign Fund with Foreign Value Fund; and Dreyfus Basic U.S. 
Mortgage Securities Fund with Capital Conservation Fund (the 
``Substitution''). Section 17 Applicants seek an order pursuant to 
Section 17(b) of the Act to permit certain in-kind transactions in 
connection with the Substitution.
    Filing Date: The application was originally filed on May 6, 2005, 
and an amended and restated application was filed on April 26, 2006.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Secretary of 
the Commission and serving Applicants with a copy of the request, 
personally or by mail. Hearing requests must be received by the 
Commission by 5:30 p.m. on May 22, 2006, 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, 2929 Allen Parkway, 
Houston, Texas 77019.

FOR FURTHER INFORMATION CONTACT: Rebecca A. Marquigny, Senior Counsel, 
or Joyce M. Pickholz, Branch Chief, Office of Insurance Products, 
Division of Investment Management, at (202) 551-6795.

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

Applicants' and Section 17 Applicants' Representations

    1. VALIC is a stock life insurance company originally organized in 
1955 under the laws of Washington, DC and reorganized in Texas in 1968. 
VALIC is an indirect wholly-owned subsidiary of American International 
Group, Inc., a United States based international insurance and 
financial services organization.
    2. Separate Account A was established in 1979. Separate Account A 
is registered under the Act as a unit investment trust (File No. 811-
3240) and is used to fund variable annuity contracts (the 
``Contracts'') (File No. 33-75292) issued by VALIC.
    3. VALIC I was incorporated in Maryland on December 7, 1984 and is 
registered under the Act as an open-end management investment company 
(File Nos. 811-3738 and 002-83631).
    4. Purchase payments under the Contracts may be allocated to one or 
more divisions (``Divisions'') of Separate Account A. Income, gains and 
losses, whether or not realized, from assets allocated to Separate 
Account A are, as provided in the Contracts, credited to or charged 
against Separate Account A without regard to other income, gains or 
losses of VALIC. The assets maintained in Separate Account A will not 
be charged with any liabilities arising out of any other business 
conducted by VALIC. Nevertheless, all obligations arising under the 
Contracts, including the commitment to make annuity payments or death 
benefit payments, are general corporate obligations of VALIC. 
Accordingly, Applicants represent that all of VALIC's assets are 
available to meet its obligations under the Contracts.
    5. The Contracts permit allocations of account value to available 
Divisions that invest in specific investment portfolios of underlying 
registered investment companies (a ``Fund'' and, collectively, the 
``Mutual Funds''). VALIC I is one of the available Mutual Funds and 
each of the following is a series of VALIC I:

[[Page 26123]]

Large Cap Core Fund, Broad Cap Value Fund, VALIC Ultra Fund, Large 
Capital Growth Fund, Mid Cap Strategic Growth Fund, Small Cap Special 
Values Fund, Small Cap Strategic Growth Fund, Small Cap Aggressive 
Growth Fund, Global Equity Fund, Global Strategy Fund, Foreign Value 
Fund, and Capital Conservation Fund (collectively, the ``Replacement 
Funds''). The other Funds involved in this application (collectively, 
the ``Replaced Funds'') are all registered under the Act as open-end 
management investment companies and include the following: AIM Large 
Cap Growth Fund, American Century Ultra Fund, Credit Suisse Small Cap 
Growth Fund, Dreyfus BASIC U.S. Mortgage Securities Fund, Evergreen 
Equity Income, Evergreen Fundamental Large Cap Fund, Evergreen Special 
Equity, Evergreen Special Values Funds, Janus Adviser Worldwide Funds, 
Janus Fund, MSIF Mid Cap Growth Portfolio, Putnam Global Equity Fund, 
Putnam New Opportunities Fund, Putnam OTC & Emerging Growth Fund, Sit 
Mid Cap Growth Fund, Sit Small Cap Growth Fund, Templeton Foreign Fund, 
and Templeton Global Asset Allocation Fund.
    6. The Contracts permit transfers of accumulation value from one 
Division to another Division at any time prior to annuitization, 
subject to certain restrictions. No sales charge applies to such a 
transfer of accumulation value among Divisions.
    7. The Contracts reserve the right, upon notice to contract owners 
(the ``Contract Owners''), to substitute shares of another mutual fund 
for shares of a Fund held by a Division.
    8. The Replaced Funds involved in the Substitution include 18 
separate portfolios representing ten investment company complexes. 
After the Substitution, there will be 12 portfolios, all of which will 
be portfolios of VALIC I. Applicants represent that 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. Applicants state that the Substitution is 
being proposed to reduce the number of overlapping portfolio offerings 
in certain classes and eliminate certain portfolios whose performance 
levels in the recent years have not maintained the level of performance 
that was the basis of their inclusion as variable account options. 
Applicants represent that relieving Separate Account A of the 
administrative burdens of interfacing with ten unaffiliated investment 
company complexes is expected to simplify compliance, accounting and 
auditing and, generally, to allow VALIC to administer the Contracts 
more efficiently. Applicants state that VALIC will serve as the 
investment adviser for each Replacement Fund, and many of the 
Replacement Funds will retain as sub-adviser the investment adviser of 
the Replaced Fund. Applicants state that, because VALIC I has ``manager 
of managers'' exemptive relief, VALIC, as investment adviser, will be 
able to act more quickly and efficiently, subject to Board of Directors 
approval, to protect Contract Owners' interests if the performance of 
one or more of the sub-advisers does not meet expectations.\1\
---------------------------------------------------------------------------

    \1\ Investment Company Act Release Nos. 23386 (Aug. 12, 1998) 
(Notice) and 23429 (Sept. 9, 1998) (Order).
---------------------------------------------------------------------------

    9. Applicants propose the following substitutions of shares:

------------------------------------------------------------------------
                                                          Replacement
          Substitution            Replaced portfolio       portfolio
------------------------------------------------------------------------
A...............................  Evergreen           Large Cap Core
                                   Fundamental Large   Fund.
                                   Cap Fund.
B...............................  Evergreen Equity    Broad Cap Value
                                   Income Fund.        Fund.
C...............................  American Century    VALIC Ultra Fund.
                                   Ultra Fund.
D...............................  AIM Large Cap       Large Capital
                                   Growth.             Growth Fund.
E...............................  Janus Fund........
F...............................  Putnam New
                                   Opportunities
                                   Fund.
G...............................  MSIF Mid Cap        Mid Cap Strategic
                                   Growth Fund.        Growth Fund.
H...............................  Putnam OTC &
                                   Emerging Growth
                                   Fund.
I...............................  SIT Mid Cap Growth
                                   Fund.
J...............................  Evergreen Special   Small Cap Special
                                   Values Fund.        Values Fund.
K...............................  SIT Small Cap       Small Cap
                                   Growth Fund.        Strategic Growth
                                                       Fund.
L...............................  Evergreen Special
                                   Equity Fund.
M...............................  Credit Suisse       Small Cap
                                   Small Cap Growth    Aggressive Growth
                                   Fund.               Fund.
N...............................  Janus Adviser       Global Equity
                                   Worldwide Fund.     Fund.
O...............................  Putnam Global
                                   Equity Fund.
P...............................  Templeton Global    Global Strategy
                                   Asset Allocation    Fund.
                                   Fund.
Q...............................  Templeton Foreign   Foreign Value
                                   Fund.               Fund.
R...............................  Dreyfus Basic U.S.  Capital
                                   Mortgage            Conservation
                                   Securities Fund.    Fund.
------------------------------------------------------------------------

    10. Substitution A: Applicants describe the investment objective 
for the Evergreen Fundamental Large Cap Fund and the Large Cap Core 
Fund identically. Each Fund invests, under normal conditions, at least 
80% of its assets in the common stock of large U.S. companies. Each 
Fund's stock selection is based on a diversified style of equity 
management that allows it to invest in both value and growth oriented 
equity securities. Applicants represent that both the Replaced Fund and 
the Replacement Fund have similar investment strategies and have no 
significant risk disparities.
    Charges for the Replaced Fund include Management Fees of 0.61%, 
12b-1 Fees of 0.30%, and Other Expenses of 0.59%.\2\ Charges for the 
Replacement Fund include: Management Fees of 0.70% and Other Expenses 
of 0.15%; it does not charge a 12b-1 Fee. Respectively, the Replaced 
Fund's total gross and net operating expenses are 1.50% and 1.39% 
(reflecting a 0.11% fee reduction arrangement). Both total gross and 
net annual operating expenses for the Replacement Fund equal 0.85%. 
Under the Contracts, both Funds' Separate Account fee is the same. 
Applicants represent that the Replacement Fund is an appropriate 
substitute for the Replaced Fund because: (1) The investment objective 
and policies of the two Funds are nearly identical; and (2) the 
Replacement Fund assets will be managed by the same investment adviser 
(using the same management style and strategy) as the Replaced Fund.
---------------------------------------------------------------------------

    \2\ For the descriptions of charges involved in the 
Substitution, all percentages for the Management Fees, 12b-1 Fees, 
Other Expenses, Fee Reductions, Total Gross and Net Annual Operating 
Expenses, and Separate Account Fees represent a percentage of 
average annual assets.

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

[[Page 26124]]

    11. Substitution B: Applicants state that the Evergreen Equity 
Income Fund seeks current income and capital growth by investing 
primarily in equity securities across all market capitalizations that 
on the purchase date pay a higher yield than the average yield of 
companies included in the Russell 1000 Value Index. Applicants 
represent that the Broad Cap Value Fund seeks total return through 
capital appreciation with income as a secondary consideration. The 
Replacement Fund invests primarily in large capitalization companies 
whose stocks are considered to be undervalued. The Replacement Fund may 
also invest in companies with mid-sized or small market capitalizations 
and may invest up to 20% in foreign securities. Applicants state that 
the investment strategies of the funds differ such that the Replaced 
Fund invests in ``growth'' and ``value'' securities whereas the 
Replacement Fund invests in what it determines are ``value'' 
securities. However, Applicants also represent that notwithstanding 
these differences, the risk profile of the two funds is very similar.
    Charges for the Replaced Fund include Management Fees of 0.59%, 
12b-1 Fees of 0.30%, and Other Expenses of 0.34%. Charges for the 
Replacement Fund include Management Fees of 0.70%, and Other Expenses 
of 0.15%. The Replacement Fund does not charge a 12b-1 Fee. There is no 
fee reduction arrangement applicable to either Fund. The total gross 
annual operating expenses for the Replaced and Replacement Funds are 
1.23% and 0.85%, respectively. Under the Contracts, the Separate 
Account fee is the same for both Funds. Applicants represent that the 
Replacement Fund is an appropriate substitute for the Replaced Fund 
because: (1) The investment objective (current income and capital 
growth) and policies of the two Funds are substantially similar; (2) 
the income yield of the Replacement Fund has been comparable to the 
Replaced Fund for the past five years, and (3) the Replacement Fund's 
overall risk profile is very similar to that of the Replaced Fund.
    13. Substitution C: Applicants state that the Replaced Fund seeks 
long-term capital growth through investments primarily in common stocks 
that are considered to have a greater-than-average chance to increase 
in value over time. Applicants represent that the Replacement Fund 
seeks long term capital growth by investing primarily in common stocks 
of growing companies using a strategy that looks for companies with 
earnings and revenues that are growing at a successively faster or 
accelerating pace. Applicants represent that the Replaced and 
Replacement Funds have no significant risk disparities and have nearly 
identical investment strategies.
    Charges for the Replaced Fund include only a Management Fees of 
0.99%; there are no 12b-1 Fees or Other Expenses. The Replacement Fund 
charges Management Fees of 0.80% and Other Expenses of 0.15%; there are 
no 12b-1 Fees. There is no fee reduction arrangement applicable to the 
Replaced or the Replacement Fund. The total gross annual operating 
expenses are for the Replaced and Replacement Funds are 0.99% and 
0.95%, respectively. Under the Contracts, the Separate Account fee is 
1.04% for the Replace Fund and 1.00% for the Replacement Fund. 
Applicants represent that the Replacement Fund is an appropriate 
substitute for the Replaced Fund because: (1) The investment objective 
and policies of the two Funds are nearly identical; and (2) the 
Replacement Fund assets will be managed by the same investment adviser 
(using the same management style and strategy) as the Replaced Fund.
    14. Substitution D: Applicants state that both Replaced and 
Replacement Funds seek long-term capital growth through investment in 
large-capitalization companies within the range of the Russell 1000 
Index. Applicants also represent that (1) the Replaced and Replacement 
Funds have no significant risk disparities; (2) AIM serves as adviser 
to both funds (though as a co-subadviser for the Replacement Fund); and 
(3) the Funds have very similar investment strategies.
    Charges for the Replaced Fund include Management Fees of 0.75%, 
12b-1 Fees of 0.25%, and Other Expenses of 0.45%. As of January 18, 
2006, charges for the Replacement Fund include a new reduced Management 
Fee of 0.64% and Other Expenses of 0.15%; it has no 12b-1 Fee. 
Respectively, the Replaced Funds' total gross and net annual operating 
expenses are 1.45% and 1.37% (reflecting a 0.08% fee reduction 
arrangement). The Replacement Fund has no fee reduction arrangement; 
its total gross and net annual operating expenses are 0.79%. Under the 
Contracts, both Funds' Separate Account fee is identical. Applicants 
represent that the Replacement Fund is an appropriate substitute for 
the Replaced Fund because: (1) The investment objective and policies of 
the two Funds are substantially similar; (2) the investment advisor of 
the Replaced Fund, AIM Advisors, will continue to serve as one of the 
two sub-advisers of the Replacement Fund; and (3) in subadvising the 
Replacement Fund, AIM Advisors will continue using the same style and 
strategy as is used in managing the Replaced Fund.
    15. Substitution E: Applicants state that the Replaced Fund seeks 
long-term growth of capital consistent with preservation of capital 
through investment in common stocks of larger, more established 
companies selected for their growth potential. The Replacement Fund 
seeks long-term growth of capital through investment in common stocks 
of well-established, high-quality growth companies no smaller than the 
smallest capitalized company included in the Russell 1000 Index. 
Applicants represent that the Replaced and Replacement Funds have no 
significant risk disparities.
    Charges for the Replaced Fund include Management Fees of 0.64%, 
Other Expenses of 0.25%, and no 12b-1 Fee. As of January 18, 2006, 
charges for the Replacement Fund include a new reduced Management Fee 
of 0.64%, Other Expenses of 0.15%, and no 12b-1 Fee. Neither Replaced 
nor Replacement Fund has a fee reduction arrangement. Total gross 
annual operating expenses for Replaced and Replacement Funds are 0.89% 
and 0.79%, respectively. Under the Contracts, Separate Account fees for 
both Funds are identical. Applicants represent that the Replacement 
Fund is an appropriate substitute for the Replaced Fund because: (1) 
The investment objective (long-term capital growth) and policies of the 
two Funds are substantially similar; and (2) both the Replaced and 
Replacement Fund have similar risk profiles.
    16. Substitution F: Applicants state that the Replaced Fund seeks 
long-term capital appreciation by investing mainly in common stocks of 
U.S. companies, focusing on growth stocks in sectors of the economy the 
adviser believes have high growth potential. The Replacement Fund seeks 
long-term growth of capital through investment in common stocks of 
well-established, high-quality growth companies no smaller than the 
smallest capitalized company included in the Russell 1000 Index. 
Applicants represent that (1) the Replaced Fund is more likely to be 
subject to small and mid-cap risks than the Replacement Fund; (2) the 
active trading risk associated with the Replacement Fund is anticipated 
as a principal risk only for the Fund's first year of operations; and 
(3) both Funds may invest in derivatives, convertible securities and 
foreign securities.
    Charges for the Replaced Fund include Management Fees of 0.52%,

[[Page 26125]]

12b-1 Fees of 0.25%, and Other Expenses of 0.35%. As of January 18, 
2006, charges for the Replacement Fund include a new reduced Management 
Fee of 0.64%, Other Expenses of 0.15%, and no 12b-1 Fee. There is no 
fee reduction arrangement applicable to either Fund. Total gross annual 
operating expenses for Replaced and Replacement Funds are 1.12% and 
0.79%, respectively. Under the Contracts, Separate Account fees for 
both Funds are identical. Applicants represent that the Replacement 
Fund is an appropriate substitute for the Replaced Fund because: (1) 
The investment objective (long-term growth of capital) and policies of 
both Replaced and Replacement Funds are substantially similar; and (2) 
both the Replaced and Replacement Fund have similar risk profiles.
    17. Substitution G: Applicants state that the Replaced and 
Replacement Funds each seek long-term capital growth by investing 
primarily in growth-oriented equity securities of U.S. mid-cap 
companies and, to a limited extent, foreign companies. Applicants 
represent that for the Replaced Fund, the market capitalization of Mid-
cap companies is generally less than $35 billion. Applicants represent 
that the Replacement Fund identifies a company as a mid cap company if, 
at the time of purchase, its capitalization is (1) within the range of 
companies represented in the Russell Mid Cap Growth Index, or (2) 
between $1 billion and $12 billion. Applicants represent that (1) the 
Replaced Fund invests up to 10% of its assets in REITs compared to the 
Replacement Fund which typically invests only up to 5% in REITs; (2) 
the active trading risk associated with the Replacement Fund is 
anticipated as a principal risk only for the Fund's first year of 
operations; and (3) both Funds may invest in derivatives and initial 
public offerings (``IPOs'').
    Charges for the Replaced Fund include Management Fees of 0.50%, 
12b-1 Fees of 0.25%, and Other Expenses of 0.13%. Charges for the 
Replacement Fund include Management Fees of 0.70%, Other Expenses of 
0.15%, and no 12b-1 Fee. There is no fee reduction arrangement 
applicable to either Fund. Total gross annual operating expenses for 
Replaced and Replacement Funds are 0.88% and 0.85%, respectively. Under 
the Contracts, the Separate Account fee is identical for both Funds. 
Applicants represent that the Replacement Fund is an appropriate 
substitute for the Replaced Fund because: (1) The investment objective 
and policies of both Replaced and Replacement Funds are substantially 
similar; (2) the investment adviser of the Replaced Fund, Morgan 
Stanley Investment Management (``MSIM''), will continue to serve as one 
of two sub-advisers of the Replacement Fund; and (3) MSIM will continue 
using the same style and strategy as is used in managing the Replaced 
Fund.
    18. Substitution H: Applicants state that the Replaced Funds seeks 
capital appreciation by investing mainly in common stocks of U.S. 
companies traded in the over-the-counter market and ``emerging growth'' 
companies listed on securities exchanges, with a focus on growth 
stocks. Applicants state that the Replacement Fund seeks long-term 
capital growth by investing primarily in growth-oriented equity 
securities of U.S. mid-cap companies and, to a limited extent, foreign 
companies. Applicants represent that (1) the Replaced Fund may invest 
more of its assets in small-cap companies than the Replacement Fund; 
(2) the active trading risk associated with the Replacement Fund is 
anticipated as a principal risk only for that Fund's first year of 
operations; and (3) both Funds' overall risk profile is very similar.
    Charges for the Replaced Fund include Management Fees of 0.62%, 
12b-1 Fees of 0.25%, and Other Expenses of 0.54%. Charges for the 
Replacement Fund include Management Fees of 0.70%, Other Expenses of 
0.15%, and no 12b-1 Fee. Respectively, the Replaced Funds' total gross 
and net annual operating expenses are 1.41% and 1.40% (reflecting a 
0.01% fee reduction arrangement). The Replacement Fund has no fee 
reduction arrangement; its total gross and net annual operating 
expenses are 0.85%. Under the Contracts, the Separate Account fee is 
identical for both Funds. Applicants represent that the Replacement 
Fund is an appropriate substitute for the Replaced Fund because: (1) 
The investment objective (long-term capital growth) and policies of 
both Funds are substantially similar; and (2) both Replaced and 
Replacement Funds have similar risk profiles.
    19. Substitution I: Applicants state that the Replaced Funds seeks 
long-term capital appreciation by investing in the common stocks of 
companies with capitalizations of $2 billion to $15 billion at the time 
of purchase. Applicants state that the Replacement Fund seeks long-term 
capital growth by investing primarily in growth-oriented equity 
securities of U.S. and, to a limited extent, foreign, mid-cap companies 
with market capitalization at the time of purchase is between $1 
billion and $12 billion or within the range of companies represented in 
the Russell Mid Cap Growth Index. Applicants represent that there are 
no significant risk disparities between the Replaced and Replacement 
Funds.
    The Replaced Fund carries a Management Fee of 1.25%, and has no 
12b-1 Fees or Other Expenses. Charges for the Replacement Fund include 
Management Fees of 0.70%, Other Expenses of 0.15%, and no 12b-1 Fee. 
Respectively, the Replaced Funds' total gross and net annual operating 
expenses are 1.25% and 1.15% (reflecting a 0.10% fee reduction 
arrangement). The Replacement Fund has no fee reduction arrangement; 
its total gross and net annual operating expenses are 0.85%. Under the 
Contracts, the Separate Account fee is identical for both Funds. 
Applicants represent that the Replacement Fund is an appropriate 
substitute for the Replaced Fund because: (1) The investment objective 
and policies of both Replaced and Replacement Funds are substantially 
similar; (2) although the Replaced and Replacement Funds define ``mid-
cap companies'' slightly differently, the investment objective of both 
Funds is to seek long-term capital growth; and (3) both the Replaced 
and Replacement Fund have similar risk profiles.
    20. Substitution J: Applicants state that the investment objective 
of both the Replaced and Replacement Funds is to produce capital growth 
by investing primarily in common stocks of small U.S. Companies. The 
capitalization range is identical for both Funds. Applicants represent 
that Replaced and Replacement Funds have no significant risk 
disparities.
    Charges for the Replaced Fund include Management Fees of 0.78%, 
12b-1 Fees of 0.25%, and Other Expenses of 0.34%. Charges for the 
Replacement Fund include Management Fees of 0.75%, Other Expenses of 
0.15%, and no 12b-1 Fee. Respectively, the Replaced Funds' total gross 
and net annual operating expenses are 1.37% and 1.32% (reflecting a 
0.05% fee reduction arrangement). The Replacement Fund has no fee 
reduction arrangement; its total gross and net annual operating 
expenses are 0.90%. Under the Contracts, the Separate Account fee is 
identical for both Funds. Applicants represent that the Replacement 
Fund is an appropriate substitute for the Replaced Fund because: (1) 
The investment objective and policies of the Replaced and Replacement 
Funds are substantially similar; (2) the investment adviser of the 
Replaced Fund, Evergreen Investment Management (``EIM''), will continue 
to serve as one of two sub-advisers of the

[[Page 26126]]

Replacement Fund; and (3) EIM will continue using the same style and 
strategy as is used in managing the Replaced Fund.
    21. Substitution K: Applicants state that the investment objective 
of the Replaced Fund is to maximize long-term capital appreciation by 
investing in common stocks of companies with capitalizations of $2.5 
billion or less at the time of purchase. Applicants state that the 
Replacement Fund seeks capital growth by investing primarily in common 
stocks of small U.S. companies whose market capitalization at purchase 
is within the range tracked by the Russell 2000 Index. Noting that only 
the Replacement Fund may invest in emerging market securities and IPOs, 
Applicants represent that the Funds have similar investment strategies 
and overall risk profiles.
    The Replaced Fund carries a Management Fee of 1.50%, and has no 
12b-1 Fees or Other Expenses. Charges for the Replacement Fund include 
Management Fees of 0.85%, Other Expenses of 0.15%, and no 12b-1 Fee. 
There is no fee reduction arrangement applicable to either Fund. Total 
gross annual operating expenses for Replaced and Replacement Funds are 
1.50% and 1.00%, respectively. Under the Contracts, the Separate 
Account fee is identical for both Funds. Applicants represent that the 
Replacement Fund is an appropriate substitute for the Replaced Fund 
because: (1) The investment objective and policies of both Funds are 
substantially similar; (2) although the Replaced and Replacement Funds 
define ``small companies'' slightly differently, the investment 
objective of both Funds is to seek capital growth by investing in small 
companies; and (3) both the Replaced and Replacement Fund have similar 
risk profiles.
    22. Substitution L: Applicants state that the investment objective 
of both the Replaced and Replacement Funds is to produce capital growth 
by investing primarily in common stocks of small U.S. companies. The 
capitalization range is identical for both Funds. Applicants represent 
that the Replaced and Replacement Funds have no significant risk 
disparities.
    Charges for the Replaced Fund include Management Fees of 0.89%, 
12b-1 Fees of 0.30%, and Other Expenses of 0.36%. Charges for the 
Replacement Fund include Management Fees of 0.85%, Other Expenses of 
0.15%, and no 12b-1 Fee. There is no fee reduction arrangement 
applicable to either Fund. Total gross annual operating expenses for 
Replaced and Replacement Funds are 1.55% and 1.00%, respectively. Under 
the Contracts, the Separate Account fee is identical for both Funds. 
Applicants represent that the Replacement Fund is an appropriate 
substitute for the Replaced Fund because: (1) The investment objective 
and policies of both Funds are nearly identical; and (2) the 
Replacement Fund will be managed by the same portfolio manager (using 
the same management style and strategy) as the Replaced Fund.
    23. Substitution M: Applicants state that both Replaced and 
Replacement Funds seek capital growth through investment in securities 
of small U.S. companies. Applicants describe the capitalization range 
for both Funds identically and represent that the Replaced and 
Replacement Funds are managed by the same portfolio managers and have 
similar investment strategies.
    Charges for the Replaced Fund include Management Fees of 1.00%, 
12b-1 Fees of 0.25%, and Other Expenses of 0.74%. Charges for the 
Replacement Fund include Management Fees of 0.85%, Other Expenses of 
0.15%, and no 12b-1 Fee. Respectively, the Replaced Funds' total gross 
and net annual operating expenses are 1.99% and 1.40% (reflecting a 
0.59% fee reduction arrangement). The Replacement Fund has no fee 
reduction arrangement; its total gross and net annual operating 
expenses are 1.00%. Under the Contracts, the Separate Account fee is 
identical for both Funds. Applicants represent that the Replacement 
Fund is an appropriate substitute for the Replaced Fund because: (1) 
The investment objective and policies of both Funds are nearly 
identical; and (2) the Replacement Fund will be managed by the same 
portfolio manager (using the same management style and strategy) as the 
Replaced Fund.
    24. Substitution N: Applicants state that Replaced Fund seeks long-
term growth of capital in a manner consistent with the preservation of 
capital by investing in common stocks of companies of any size located 
throughout the world. Applicants state that the Replacement Fund seeks 
capital appreciation by investing primarily in common stocks of mid-
sized and large companies worldwide. Applicants represent that the 
Replacement Fund will invest mainly in developed countries but also may 
invest in developing markets. Applicants state that both Funds may 
invest in companies of any size.
    Charges for the Replaced Fund include Management Fees of 0.60%, 
12b-1 Fees of 0.25%, and Other Expenses of 0.31%. Charges for the 
Replacement Fund include Management Fees of 0.79%, Other Expenses of 
0.30%, and no 12b-1 Fee. Respectively, the Replaced Funds' total gross 
and net annual operating expenses are 1.16% and 1.15% (reflecting a 
0.01% fee reduction arrangement). The Replacement Fund has no fee 
reduction arrangement; its total gross and net annual operating 
expenses are 1.09%. Under the Contracts, the Separate Account fee is 
identical for both Funds. Applicants represent that the Replacement 
Fund is an appropriate substitute for the Replaced Fund because: (1) 
The investment objective (capital appreciation by investing in common 
stocks of companies worldwide) and policies of both Funds are 
substantially similar; and (2) the Replaced and Replacement Funds have 
similar risk profiles.
    25. Substitution O: Applicants state that both Replaced and 
Replacement Funds seek capital appreciation by investing principally in 
common stocks of companies worldwide and employ a strategy of investing 
primarily in mid-sized and large companies in developed countries. 
Applicants state that each Fund may invest in companies of any size and 
companies located in developing markets. Applicants represent that the 
Funds have no significant risk disparities.
    Charges for the Replaced Fund include Management Fees of 0.67%, 
12b-1 Fees of 0.25%, and Other Expenses of 0.37%. Charges for the 
Replacement Fund include Management Fees of 0.79%, Other Expenses of 
0.30%, and no 12b-1 Fee. There is no fee reduction arrangement 
applicable to either Fund. Total gross annual operating expenses for 
Replaced and Replacement Funds are 1.29% and 1.00%, respectively. Under 
the Contracts, the Separate Account fee is identical for both Funds. 
Applicants represent that the Replacement Fund is an appropriate 
substitute for the Replaced Fund because: (1) The investment objective 
and policies of the Replacement Fund are nearly identical to those of 
the Replaced Fund; and (2) the Replacement Fund will be managed by the 
same portfolio manager (using the same management style and strategy) 
as the Replaced Fund.
    26. Substitution P: Applicants state that the Replaced Fund seeks 
high total return by normally investing in equity securities of 
companies of any country, debt securities of companies and governments 
of any country, and money market instruments. Applicants state that the 
Replacement Fund seeks high total return by investing in equity

[[Page 26127]]

securities of companies in any country, fixed income (debt) securities 
of companies and governments of any country, and in money market 
instruments. Applicants also represent that the Funds have no 
significant risk disparities.
    Charges for the Replaced Fund include Management Fees of 0.61% and 
Other Expenses of 0.24%; it has no 12b-1 Fee. Charges for the 
Replacement Fund include Management Fees of 0.50% and Other Expenses of 
0.30%; it also has no 12b-1 Fee. Respectively, the Replaced Funds' 
total gross and net annual operating expenses are 0.85% and 0.84% 
(reflecting a 0.01% fee reduction arrangement). The Replacement Fund 
has no fee reduction arrangement; its total gross and net annual 
operating expenses are 0.80%. Under the Contracts, the Separate Account 
fee is 1.25% for the Replace Fund and 1.00% for the Replacement Fund. 
Applicants represent that the Replacement Fund is an appropriate 
substitute for the Replaced Fund because: (1) The investment objective 
and policies of the Replaced and Replacement Funds are nearly 
identical; and (2) the Replacement Fund will be managed by the same 
portfolio manager (using the same management style and strategy) as the 
Replaced Fund.
    27. Substitution Q: Applicants state that both the Replaced and 
Replacement Funds seek long-term capital growth by investing mainly in 
equity securities of companies located outside the U.S., including 
emerging markets. Applicants further represent that both Funds may 
invest in companies of any market capitalization, and they have no 
significant risk disparities.
    Charges for the Replaced Fund include Management Fees of 0.61%, 
12b-1 Fees of 0.25%, and Other Expenses of 0.37%. Charges for the 
Replacement Fund include Management Fees of 0.70% and Other Expenses of 
0.30%; it has no 12b-1 Fee. There is no fee reduction arrangement 
applicable to either Fund. Total gross annual operating expenses for 
Replaced and Replacement Funds are 1.23% and 1.00%, respectively. Under 
the Contracts, the Separate Account fee is identical for both Funds. 
Applicants represent that the Replacement Fund is an appropriate 
substitute for the Replaced Fund because: (1) The investment objective 
and policies of the Replaced and Replacement Funds are nearly 
identical; and (2) the Replacement Fund will be managed by the same 
portfolio manager (using the same management style and strategy) as the 
Replaced Fund.
    28. Substitution R: Applicants state that the Replaced Fund seeks 
as high a level of current income as is consistent with the 
preservation of capital and invests in mortgage-related securities 
issued or guaranteed by the U.S. government, its agencies or 
instrumentalities to achieve this objective. Applicants represent that 
the Replacement Fund seeks the highest possible total return consistent 
with the preservation of capital through current income and capital 
gains on investments in intermediate and long-term debt instruments and 
other income producing securities. Applicants state that the Replaced 
Fund invests more significantly in mortgage-related securities than the 
Replacement Fund and that the Replacement Fund may invest a larger 
portion of its assets in foreign securities such as U.S. dollar 
denominated emerging market debt.
    Charges for the Replaced Fund include Management Fees of 0.60% and 
Other Expenses of 0.21%. Charges for the Replacement Fund include 
Management Fees of 0.50% and Other Expenses of 0.20%. Neither Fund has 
a 12b-1 Fee or a fee reduction arrangement. Total gross operating 
annual expenses for Replaced and Replacement Funds are 0.81% and 0.70%, 
respectively. Under the Contracts, the Separate Account fee is 
identical for both Funds. Applicants represent that the Replacement 
Fund is an appropriate substitute for the Replaced Fund because: (1) 
The investment objective and policies of the Replacement Fund are 
substantially similar to those of the Replaced Fund; (2) both Funds 
invest in fixed-income securities with a focus on current income; (3) 
the Replaced and Replacement Funds have similar risk profiles and 
similar long-term performance; and (4) considering all of VALIC's 
currently offered investment options, the Applicants believe that the 
Replacement Fund is the most appropriate substitute for the Replaced 
Fund because of its similarities in terms of its investment objectives, 
policies, media and risk.
    29. Applicants represent that the Substitution will take place at 
the Funds' relative net asset values determined on the date of the 
Substitution in accordance with Section 22 of the 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 of the Divisions. Applicants represent that there will be no 
financial impact on any Contract Owner. Applicants assert that the 
Substitution will generally be effected by having each of the Divisions 
that invests in the Replaced Funds redeem its shares at the net asset 
value calculated on the date of the Substitution and purchase shares of 
the respective Replacement Funds at the net asset value calculated on 
the same date.
    30. Applicants represent that, in the alternative, should a 
Replaced Fund determine that a cash redemption would adversely affect 
its shareholders, it may redeem the interest ``in-kind.'' Applicants 
represent that in such a case, the Substitution will be effected by the 
Division 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. Applicants assert that all in-kind 
redemptions from a Replaced Fund of which any of the 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).
    31. Applicants state that the Substitution was described in a 
supplement to the prospectuses for the Contracts (``Supplements'') 
dated and filed with the Commission on March 1, 2006 and mailed to 
Contract Owners. Applicants represent that the Supplements provided 
Contract Owners with notice of the Substitution and described the 
reasons for engaging in the Substitution. Applicants further represent 
that the Supplements informed Contract Owners with assets allocated to 
a Division investing in the Replaced Funds that the Replaced Funds will 
not be an available investment option after the date of the 
Substitution and that Contract Owners will have the opportunity to 
reallocate account value:
     Prior to the Substitution, from the Divisions investing in 
the Replaced Funds, and
     For 30 days after the Substitution, from the Divisions 
investing in the Replacement Funds to Divisions investing in other 
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 limitation, other than any applicable limitations in place to deter 
potentially harmful excessive trading.
    32. Applicants represent that the prospectuses for the Contracts 
will contain the substance of the information contained in the 
Supplements concerning the Substitution. Applicants represent that each 
Contract Owner will

[[Page 26128]]

be provided with a prospectus for the Replacement Funds before the 
Substitution and that within five days after the Substitution, VALIC 
will send affected Contract Owners written confirmation that the 
Substitution has occurred and notice that Contract Owners will have the 
opportunity to reallocate account value for 30 days after the 
Substitution, from the Divisions investing in the Replacement Funds to 
Divisions investing in other 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 limitation, other than any applicable limitations in 
place to deter potentially harmful excessive trading.
    33. Applicants state that VALIC will pay all direct and indirect 
expenses and transaction costs of the Substitution, including all 
legal, accounting and brokerage expenses relating to the Substitution, 
and no costs will be borne by Contract Owners. Further, Applicants 
represent that affected Contract Owners will not incur any fees or 
charges as a result of the Substitution, nor will their rights or the 
obligations of the Applicants under the Contracts be altered in any 
way. Applicants represent that (1) the Substitution will not cause the 
fees and charges under the Contracts currently being paid by Contract 
Owners, including Separate Account Fees, to be greater after the 
Substitution than before the Substitution; (2) the Substitution will 
have no adverse tax consequences to Contract Owners; and (3) the 
Substitution will in no way alter the tax benefits to Contract Owners.
    34. Applicants believe that their request satisfies the standards 
for relief pursuant to Section 26(c) of the Act, as set forth below, 
because the affected Contract Owners will have:
    (1) Account values allocated to a Division invested in a 
Replacement Fund with an investment objective and policies 
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 2005 fiscal 
years. In addition, VALIC has agreed that, for a period of 24 months 
following the Substitution, it will reimburse affected Contract Owners 
to the extent the expenses of a Replacement Fund exceed those of the 
Replaced Fund for the 2005 fiscal years.

Applicants' Section 26(c) Legal Analysis

    1. Section 26(c) of the 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 may 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 Act.
    2. Applicants assert that the purposes, terms and conditions of the 
Substitution 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. Applicants have reserved the right to make such a 
substitution under the Contracts and represent that this reserved right 
is disclosed in the prospectus for the Contracts.
    3. Applicants represent that for all 18 Substitutions, the 
investment objectives and policies of the Replacement Funds are 
sufficiently similar to those of the corresponding Replaced Funds that 
Contract Owners will have reasonable continuity in investment 
expectations. Accordingly, Applicants believe the Replacement Funds are 
appropriate investment vehicles for those Contract Owners who have 
account values allocated to the Replaced Funds.
    4. For each of the 18 Substitutions, Applicants represent that the 
Replacement Funds' current annual expenses are lower than the annual 
expenses of the corresponding Replaced Funds for their 2005 fiscal 
years. Applicants represent that for the 24 month period following the 
date of the Substitution, VALIC agrees that if, on the last day of each 
fiscal quarter during the 24 month period, the total operating expenses 
of a Replacement Fund (taking into account any expense waiver or 
reimbursement) exceed on an annualized basis the net expense level of 
the corresponding Replaced Fund for the 2005 fiscal year, it will, for 
each Contract outstanding on the date of the Substitution, make a 
corresponding reimbursement of Separate Account expenses as of the last 
day of such fiscal quarter, such that the amount of the Replacement 
Fund's net expenses, together with those of the corresponding Separate 
Account will, on an annualized basis, be no greater than the sum of the 
net expenses of the corresponding Replaced Fund and the expenses of the 
Separate Account for the 2005 fiscal year. Applicants also represent 
that VALIC agrees that, notwithstanding any higher maximum permitted 
Separate Account Fee disclosed in a prospectus and set forth in a 
variable annuity contract, the net Separate Account Fee charged in the 
future to a Contract Owner on a Division that invests in a Replacement 
Fund will be no higher than the net Separate Account Fee charged in the 
most recent fiscal year to that Contract Owner on the Division that 
invests in the corresponding Replaced Fund. In addition, Applicants 
represent that for 24 months following the Substitution, VALIC will not 
increase contractual asset-based fees or charges for Contracts 
outstanding on the day of the Substitution.
    5. VALIC represents that the Substitution and the selection of the 
Replacement Funds were not motivated by any financial consideration 
paid or to be paid by the Replacement Funds, their advisors or 
underwriters, or their respective affiliates.
    6. Applicants represent that the Substitution will not result in 
the type of costly forced redemption that Section 26(c) was intended to 
guard against and represent that the Substitution is consistent with 
the protection of investors and the purposes fairly intended by the Act 
because:
    (1) Each of the Replacement Funds is an appropriate fund to which 
to move Contract Owners with account values allocated to the Replaced 
Funds because the new funds have substantially similar investment 
objectives and policies.
    (2) The direct and indirect costs of the Substitution, including 
any brokerage costs, will be borne by VALIC and will not be borne by 
Contract Owners. No charges will be assessed to effect the 
Substitution.
    (3) The Substitution will be at the net asset values of the 
respective shares without the imposition of any transfer or similar 
charge and with no change in the amount of any Contract Owner's account 
value.
    (4) The Substitution will not cause the fees and charges under the 
Contracts currently being paid by Contract Owners, including Separate 
Account Fees, to be greater after the Substitution than before the 
Substitution and will result in Contract Owners' account values being 
moved to a Fund with the same or lower current total annual expenses.
    (5) All Contract Owners will be given notice of the Substitution 
prior to the Substitution and will have an opportunity beginning after 
such notice and until 30 days after the Substitution to reallocate 
account value among other available Divisions without the reallocation 
being counted as one of the Contract Owner's free transfers in a 
contract year and without the imposition of any transfer charge or 
limitation, other than any applicable

[[Page 26129]]

limitations in place to deter potentially harmful excessive trading.
    (6) Within five days after the Substitution, VALIC will send to its 
affected Contract Owners written confirmation that the Substitution has 
occurred.
    (7) The Substitution will in no way alter the insurance benefits to 
Contract Owners or the contractual obligations of VALIC.
    (8) The Substitution will have no adverse tax consequences to 
Contract Owners and will in no way alter the tax benefits to Contract 
Owners.
    (9) No Replacement Fund will rely on the previously granted 
``manager of managers'' exemptive relief unless such action is approved 
by a majority of the Replacement Fund's shareholders at a meeting whose 
record date is after the Substitution has been effected.

Section 17 Applicants' Legal Analysis

    1. 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 principal, 
from knowingly purchasing any security or other property from the 
registered company.
    2. Because shares held by Separate Account A are legally owned by 
VALIC, VALIC will own of record substantially all of the shares of the 
Replacement Funds. In addition, as investment adviser to each 
Replacement Fund, VALIC could be deemed to control each Replacement 
Fund. Therefore, each Replacement Fund could be deemed to be an 
affiliate of VALIC and, to the extent Separate Account A uses assets 
received in-kind to purchase shares of a Replacement Fund, the 
Substitution may be deemed to involve one or more purchases or sales of 
securities or property between persons who are affiliates of 
affiliates. 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.
    3. 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: 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; 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 the proposed transaction is consistent with 
the general purposes of the Act.
    4. The Section 17 Applicants represent that the terms of the 
proposed in-kind purchases of shares of the Replacement Funds by 
Separate Account A, including the consideration to be paid and received 
by each Fund involved are reasonable, fair and do not involve 
overreaching on the part of any person concerned. The Section 17 
Applicants also represent that the proposed in-kind purchases by 
Separate Account A are consistent with the policies of VALIC I and the 
individual Replacement Funds. Finally, the Section 17 Applicants submit 
that the proposed substitutions are consistent with the general 
purposes of the Act.
    5. To the extent that Separate Account A's in-kind purchases of 
Replacement Fund shares are deemed to involve principal transactions 
between entities which are affiliates of affiliates, Applicants assert 
that the procedures described herein should be sufficient to assure 
that the terms of the proposed transactions are reasonable and fair to 
all participants because (1) 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 account value or death benefit or in 
the dollar value of his or her investment in any Division; (2) Contract 
Owners will not suffer any adverse tax consequences as a result of the 
substitutions; and (3) the fees and charges under the Contracts will 
not increase because of the substitutions.
    6. Even though they may not rely on Rule 17a-7, the Section 17 
Applicants represent that they will carry out the proposed in-kind 
purchases in conformity with all of the conditions of Rule 17a-7 and 
each Fund's procedures thereunder, except that: (1) The consideration 
paid for the securities being purchased or sold may not be entirely 
cash, and (2) the Board of Directors of VALIC I will not separately 
review each portfolio security purchased by the Replacement Funds. 
Section 17 Applicants assert that the circumstances surrounding the 
proposed substitutions will 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, Section 17 Applicants assert that VALIC (or any of its 
affiliates) cannot effect the proposed transactions at a price that is 
disadvantageous to any of the Replacement Funds. Section 17 Applicants 
represent that 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 Fund involved 
valued in accordance with the procedures disclosed in its registration 
statement and as required by Rule 22c-1 under the Act. Further, Section 
17 Applicants represent that no brokerage commission, fee (except for 
customary transfer fees), or other remuneration will be paid to any 
party in connection with the proposed transactions.
    7. The Section 17 Applicants assert 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, Section 
17 Applicants represent that each sub-adviser 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.
    8. Section 17 Applicants assert that the proposed in-kind 
transactions (1) are consistent with the general purposes of the Act as 
stated in the Findings and Declaration of Policy in Section I of the 
Act; (2) do not present any of the conditions or abuses that the Act 
was designed to prevent; and (3) the abuses described in Sections 
l(b)(2) and (3) of the Act will not occur in connection with the 
proposed in-kind purchases.

Conclusions

    1. Applicants submit that for the reasons and upon the facts set 
forth in their application, the requested order meets the standards set 
forth in Section 26(c) and should, therefore, be granted.
    2. Section 17 Applicants represent that the proposed in-kind 
transactions 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).


[[Page 26130]]


    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Nancy M. Morris,
Secretary.
 [FR Doc. E6-6660 Filed 5-2-06; 8:45 am]

BILLING CODE 8010-01-P
