In re GENERAL AMERICAN LIFE

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES ACT OF 1933 
Release No. 8832 / August 9, 2007 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 56229 / August 9, 2007 
INVESTMENT COMPANY ACT OF 1940 
Release No. 27925 / August 9, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12720 
In the Matter of 
GENERAL AMERICAN LIFE 
INSURANCE COMPANY AND 
WILLIAM C. THATER, 
Respondents. 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS, MAKING 
FINDINGS, AND IMPOSING REMEDIAL 
SANCTIONS AND A CEASE-AND-DESIST 
ORDER PURSUANT TO SECTION 8A OF 
THE SECURITIES ACT OF 1933, 
SECTIONS 15(b) AND 21C OF THE 
SECURITIES AND EXCHANGE ACT OF 
1934, AND SECTIONS 9(b) AND 9(f) OF 
THE INVESTMENT COMPANY ACT of 
1940 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate 
and in the public interest that public administrative and cease-and-desist proceedings be, 
and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 
(“Securities Act”), Sections 15(b) and 21C of the Securities and Exchange Act of 1934 
(“Exchange Act”) and Sections 9(b) and 9(f) of the Investment Company Act of 1940 
(“Investment Company Act”) against William C. Thater and pursuant to Section 8A of 
the Securities Act and Sections 9(b) and 9(f) of the Investment Company Act against 
General American Life Insurance Company. 
II. 
In anticipation of the institution of these proceedings, William C. Thater and 
General American Life Insurance Company (“Respondents”) have submitted Offers of 

Settlement (the “Offers”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying 
the findings herein, except as to the Commission’s jurisdiction over them and the subject 
matter of these proceedings, which are admitted, Respondents consent to the entry of this 
Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, 
and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A 
of the Securities Act of 1933, Sections 15(b) and 21C of the Securities and Exchange Act 
of 1934 and Sections 9(b) and 9(f) of the Investment Company Act of 1940 (“Order”), as 
set forth below. 
III. 
On the basis of this Order and Respondents’ Offers, the Commission finds that: 
Respondents
            1.            General American Life Insurance Company (“General American”) is 
a St. Louis based insurance company offering, among other things, life and variable 
insurance products to consumers.  General American is a wholly-owned subsidiary of 
GenAmerica Financial Corporation which is a subsidiary of MetLife, Inc., a public 
company and one of the world’s largest financial services companies.   
2.            William C. Thater (“Thater”) is a 52 year-old resident of Danbury, 
Connecticut. During the time of the conduct, Thater was a senior vice-president in 
charge of the sale of General American’s private placement variable insurance products.  
Thater was also a registered representative associated with General American 
Distributors. Thater holds NASD Series 7 and Series 63 licenses.  On November 3, 2003, 
Thater was terminated from General American as a result of the late trading arrangement 
discussed herein. 
Overview 
3. From January 2002 through November 2002 (“the relevant period”), 
Thater permitted and General American failed to prevent late trading of underlying 
mutual funds that were offered through General American’s private placement variable 
universal life insurance (“PPVUL”) policies. Specifically, on January 31, 2002, Thater 
entered into a written agreement, on General American letterhead, that gave a New York 
family exclusive late trading privileges in the mutual funds underlying the PPVUL 
policies that the family purchased for approximately $20 million in premium.  During the 
relevant period, the New York family placed numerous trade requests, 79 of which they 
submitted, confirmed and/or cancelled after 4:00 p.m. ET.  As a result of the New York 
family’s late trading, the value of the underlying mutual funds was diluted by 
approximately $3.3 million.  
2


 Late Trading 
4. “Late trading” is the transmission, placement, confirmation, or 
cancellation of orders to purchase or redeem mutual fund shares after 4:00 p.m. ET on a 
given day to be filled at the fund’s net asset value (“NAV”) calculated that same day.  
The daily price of mutual fund shares is generally calculated as of 4:00 p.m. ET.  Orders 
to buy, sell or exchange mutual fund shares placed at or before 4:00 p.m. ET on a given 
day receive that day’s NAV.  Conversely, orders placed after 4:00 p.m. ET are supposed 
to be priced using the following trading day’s NAV. 
Private Placement Variable Universal Life Insurance Policies 
5. PPVUL policies are unregistered securities that are to be sold only to 
sophisticated investors that meet certain minimum net worth requirements.  PPVUL 
policies have both life insurance and investment components. With respect to the life 
insurance component, beneficiaries receive an income tax-free death benefit upon the 
death of the insured.  With respect to the investment component, the policies accumulate 
income tax-free cash value through the investment of insurance premiums in the 
insurance company’s segregated investment accounts known as “separate accounts.”  
Through the separate accounts, which are also unregistered, PPVUL policyholders have 
access to a variety of underlying investment options, including mutual funds available 
only to investors in variable products. Such funds may have names similar to retail 
mutual funds and may be similarly managed.  To invest in an underlying mutual fund, 
policyholders place transfer orders with the insurance company.  On a daily basis, 
transfer orders for each fund are aggregated and a single omnibus order is transmitted to 
the mutual fund complex.  The amount of the policy’s death benefit and cash value are 
directly related to the performance of the underlying investments. 
6. The PPVUL policies that General American issued to the New York 
family were sold through private placement memoranda (“PPMs”).  PPMs are similar to 
prospectuses in that they address details concerning the allocation of premiums, expenses 
and fees charged, calculation of death benefits, loan privileges and the mechanics of 
transfers between investment options.  In addition to PPMs, the New York family also 
received and signed insurance contracts that described the benefits to be provided under 
the insurance policies.  
Thater Negotiated and Executed the Late Trading 

Agreement with the New York Family 

7. In late 2001, the New York family asked Thater if General American 
would allow them to late trade mutual funds that participated in General American’s 
PPVUL policies.  On January 31, 2002, Thater and the New York family entered into a 
written agreement (“Agreement”) on General American letterhead that provided the New 
York family with late trading privileges in the PPVUL policies they would thereafter 
purchase from General American.   
3


8. Specifically, the trading privileges in the agreement included the ability to 
place transfer orders to buy or sell underlying mutual funds on each and every trading 
day until 5:30 p.m.  Any purchase or redemption requests received prior to 5:30 p.m. 
would be deemed by General American to have been received prior to 4:00 p.m. and 
would get that day’s unit price.  This privilege was not to be made available to any other 
policyholder. 
9. Following the execution of the Agreement, the New York family 
purchased PPVUL policies for which they paid General American approximately $20 
million in premiums.  The New York family was required to pay a $15,000 fee for the 
special trading privileges. General American issued the policies and the family began to 
trade. Between February 1, 2002 and November 18, 2002, seventy-nine of the New York 
family’s transfer orders were late because they were either submitted, confirmed and/or 
cancelled after 4:00 p.m. ET.  As a result of the New York family’s late trading, the 
values of the subaccount mutual funds were diluted by approximately $3.3 million.   
Thater Knew that Late Trading Was Not Permitted in  

the Mutual Funds that Participated in the PPVUL Policies 

10. In January 2002, Thater negotiated, approved, and executed the 
Agreement allowing the New York family to submit trades after 4:00 p.m. ET.   
11. In February 2002, soon after the policies were issued to the New York 
family, they began to late trade.  Thater was aware that the New York family was 
engaging in this type of trading. 
12. Within a week of the family’s first trades, General American detected the 
family’s late trading activities.  General American’s in-house counsel contacted Thater 
and told him to halt this conduct. However, despite this instruction, Thater made efforts 
to perpetuate the late trading activity. Specifically, in March 2002, Thater changed the 
New York family’s trading arrangement to a “confirm or cancel” method where they 
would place trade orders before 4:00 p.m. ET but could confirm or cancel these trades 
after 4:00 p.m. ET. Thater continued to permit this “confirm or cancel” trading method 
after General American’s in-house counsel advised him in late April 2002 that this 
method of trading would also violate the federal securities laws.  Like post-4 p.m. 
trading, the confirm/cancel method allowed the New York family to consider post-4 p.m. 
market information when making their trading decisions.  
13. Thater benefited from the sale of PPVUL policies to the New York family.  
The $20 million in life insurance policies Thater sold to the New York family represented 
about 50% of General American’s PPVUL business for 2002.  As a result of all of his 
sales, Thater received a salary bonus of $130,000.  This bonus was $110,000 more than 
he received in bonus compensation for the previous year when Thater’s PPVUL sales 
were much lower. 
4


Certain General American Personnel Discovered the New York Family 

Arrangement But Their Efforts to Address the Late Trading Activity Were 

Insufficient

14. During the relevant period, certain General American personnel became 
aware of the Agreement and/or the New York family’s late trading activity.  While these 
employees at times told Thater to halt the activity, they failed to take adequate steps to 
investigate the activity and ensure that the late trading ceased.     
15. The General American compliance officer responsible for overseeing 
General American’s PPVUL business discovered the Agreement while the New York 
family was late trading, and thereafter sent a memorandum to Thater expressing concern 
over the special trading privileges arrangement.  The compliance officer, however, never 
received a response from Thater and did not follow-up with Thater.  
16. Further, a General American assistant vice-president in the company’s 
operations department, which was responsible for providing administrative support for 
Thater’s PPVUL department, was shown a draft of the Agreement before it was issued to 
the New York family.  Moreover, after the policies became effective, the assistant vice-
president also learned that General American’s in-house counsel had determined that late 
trading was illegal.  However, the operations department continued to assist with 
processing the New York family’s trades and the assistant vice-president merely asked 
other General American employees to confer with Thater on this issue.  He took 
insufficient steps to investigate the activities and ensure that any late trading ceased.   
17. In addition, certain General American lawyers became aware at various 
times of the New York family’s late trading activities.  While these General American 
lawyers told Thater to halt the late trading, they later received red flags indicating that 
Thater was trying to perpetuate the New York family’s late trading activity by proposing 
different arrangements, such as the confirm or cancel method.   
General American’s PPVUL Product Did Not Permit Late Trading 
18. General American entered into participation agreements with the mutual 
fund companies that were offered through its PPVUL product.  In certain participation 
agreements with the subaccount mutual funds, General American warranted that it would 
send orders for processing that were received before 4:00 p.m. ET or in accordance with 
mutual fund prospectuses, which did not permit late trading.   
19. While making the above representations, Thater permitted the New York 
family to engage in late trading and General American did not take adequate steps to halt 
this activity. 
Violations 
20. As a result of the conduct described above, Thater willfully violated 
Sections 17(a)(1) and 17(a)(3) of the Securities Act and Section 10(b) of the Exchange 
5


Act and Rule 10b-5 thereunder. General American willfully violated Sections 17(a)(2) 
and 17(a)(3) of the Securities Act. 
21. As a result of the conduct described above, General American and Thater 
caused and willfully aided and abetted violations of Rule 22c-1 of the Investment 
Company Act by certain mutual funds, persons designated in such funds’ prospectuses as 
authorized to consummate transactions in any such security, their principal underwriters, 
or dealers in the funds’ securities, which requires such persons to sell and redeem fund 
shares at a price based on the current NAV next computed after receipt of an order to buy 
or redeem.  
Cooperation and Undertakings 
22. In determining to accept General American’s Offer, the Commission 
considered remedial acts promptly undertaken by General American and cooperation 
afforded to the Commission staff.  General American shall continue to cooperate fully 
with the Commission in any and all investigations, litigation, or other proceedings 
relating to or arising from the matters described in the Order.  In connection with such 
cooperation, General American has undertaken:  
a. to produce, without service of a notice or subpoena, any and all non-
privileged documents and other information requested by the 
Commission’s staff; 
b. to use their best efforts to cause their employees to be interviewed by the 
Commission’s staff at such times as the staff reasonably may direct; 
c. to use their best efforts to cause their employees to appear and testify 
truthfully and completely without service of a notice or subpoena in such 
investigations, depositions, hearings or trials as may be requested by the 
Commission’s staff; and 
d. that in connection with any testimony of General American to be 
conducted by the staff of the Commission at deposition, hearing or trial 
pursuant to a notice or subpoena, General American: 
i. agrees that any such notice or subpoena for General American’s 
appearance and testimony may be served by regular mail on its 
attorney, Neil S. Lang, Sutherland Asbill & Brennan, 1275 
Pennsylvania Avenue N.W., Washington D.C. 20004-2415; and 
ii. agrees that any such notice or subpoena for General American’s 
appearance and testimony in an action pending in a United States 
District Court may be served, and may require testimony, beyond 
the territorial limits imposed by the Federal Rules of Civil 
Procedure. 
6


General American also undertakes to:   
23.	       Distribution       Plan.       
1.	Within 90 days of the entry of the Order, General American shall 
develop a Distribution Plan to distribute fairly and proportionately 
to the affected mutual funds the total disgorgement and civil 
penalty described in Section IV.B and E. below. In developing the 
Distribution Plan, General American shall consult with the advisor 
for each affected mutual fund, or any successor fund.  General 
American shall provide the advisor with (a) a copy of the Order, 
(b) the proposed amount of disgorgement and civil penalty to be 
paid to the affected mutual fund, and (c) a description of the 
methodology used to calculate that amount.  
2.	Within 120 days of the entry of this Order, General American shall 
provide to the Commission staff a copy of the Distribution Plan.  
3.	Within 150 days of the entry of the Order, General American shall, 
subject to approval of the Commission staff, submit the 
Distribution Plan to the Commission for the administration and 
distribution of disgorgement and civil penalty pursuant to Rule 
1101 of the Commission’s Rules of Practice.  
4.	Following a Commission order approving the final Distribution 
Plan, as provided in Rule 1104 of the Commission’s Rules of 
Practice, General American shall take all necessary and 
appropriate steps to administer the final Distribution Plan including 
overseeing the actual distribution of the disgorgement and civil 
penalty to the affected mutual funds within 30 days of the 
Commission’s approval of the Distribution Plan.  
5.	Within 10 days of the distribution of the disgorgement and civil 
penalty to the affected mutual funds, General American shall 
provide a written certification and proof of payment to the 
Commission staff of the amount paid to each affected mutual fund 
and the date of the payment. 
6.	General American shall bear the costs of administering and 
implementing the final Distribution Plan.  
7


24. Independent Compliance Consultant. 
a)	General American
1
 shall retain, within 90 days of the date of entry 
of the Order, the services of an Independent Compliance 
Consultant not unacceptable to the staff of the Commission.  The 
Independent Compliance Consultant's compensation and expenses 
shall be borne exclusively by General American.  General 
American shall employ the Independent Compliance Consultant to: 
(a) conduct a review to determine whether the supervisory and 
compliance policies and procedures (“Polices and Procedures”) 
that General American has adopted and implemented to address 
the conduct described in this Order are reasonably designed to 
detect and prevent any future late trading in any of its products; (b) 
determine whether and to what extent there is a need for additional 
or amended supervisory and compliance Policies and Procedures to 
detect and prevent late trading; and (c) recommend that General 
American adopt such additional or amended supervisory and 
compliance Policies and Procedures which the Independent 
Compliance Consultant believes are necessary to provide 
reasonable assurance that General American can detect and prevent 
late trading. General American shall cooperate fully with the 
Independent Compliance Consultant and shall provide the 
Independent Compliance Consultant with access to its files, books, 
records, and personnel as reasonably requested for the review. 
b)	General American shall require that, at the conclusion of the 
review, which in no event shall be more than 120 days after the 
date of entry of the Order, the Independent Compliance Consultant 
shall submit a Report to General American, its board of directors, 
and the staff of the Commission regarding the adequacy of the 
Policies and Procedures. The Report shall include a description of 
the review performed, the conclusions reached and, if necessary, 
the Independent Compliance Consultant's recommendations for 
changes in or improvements to policies and procedures of General 
American, and a procedure for implementing the recommended 
changes in or improvements to the Policies and Procedures.  
c)	General American shall adopt all recommendations contained in 
the Report of the Independent Compliance Consultant; provided, 
however, that within 60 days after the date of the submission of the 
Report (“Report Date”), General American shall in writing advise 
the Independent Compliance Consultant, its board of directors and 
the staff of the Commission of any recommendations that they 
consider to be unnecessary or inappropriate. With respect to any 
For purposes of paragraph 24, “General American” shall mean General American Life Insurance 
Company and its subsidiaries. 
8

1 

recommendation that General American considers unnecessary or 
inappropriate, General American need not adopt that 
recommendation at that time but shall propose in writing an 
alternative policy, procedure or system designed to achieve the 
same objective or purpose. 
d)	As to any recommendation with respect to which General 
American and the Independent Compliance Consultant do not 
agree, such parties shall attempt in good faith to reach an 
agreement within 120 days of the Report Date.  In the event 
General American and the Independent Compliance Consultant are 
unable to agree on an alternative proposal, General American will 
abide by the determinations of the Independent Compliance 
Consultant. 
e)	One year from the Report Date, General American shall submit an 
affidavit to the Commission staff stating that it has implemented 
any and all actions recommended or agreed to by the Independent 
Consultant, or explaining the circumstances under which it has not 
implemented such actions.  
f)	General American (i) shall not have the authority to terminate the 
Independent Compliance Consultant, without the prior written 
approval of the staff of the Commission; (ii) shall compensate the 
Independent Compliance Consultant, and persons engaged to assist 
the Independent Compliance Consultant, for services rendered 
pursuant to the Order at their reasonable and customary rates; (iii) 
shall not be in and shall not have an attorney-client relationship 
with the Independent Compliance Consultant and shall not seek to 
invoke the attorney-client or any other doctrine or privilege to 
prevent the Independent Compliance Consultant from transmitting 
any information, reports, or documents to its board of directors or 
the Commission. 
g)	General American shall require the Independent Compliance 
Consultant to enter into an agreement that provides that for the 
period of engagement and for a period of two years from 
completion of the engagement, the Independent Compliance 
Consultant shall not enter into any employment, consultant, 
attorney-client, auditing or other professional relationship with 
General American, or any of its present or former affiliates, 
directors, officers, employees, or agents acting in their capacity. 
The agreement will also provide that the Independent Compliance 
Consultant will require that any firm with which he/she is affiliated 
or of which he/she is a member, and any person engaged to assist 
the Independent Compliance Consultant in performance of his/her 
9


duties under this Order shall not, without prior written consent of 
the Midwest Regional Office, enter into any employment, 
consultant, attorney-client, auditing or other professional 
relationship with General American, or any of its present or former 
affiliates, directors, officers, employees, or agents acting in their 
capacity as such for the period of the engagement and for a period 
of two years after the engagement. 
25.            Record Keeping. General American shall preserve for a period not less 
than six years from the end of the fiscal year last used, the first two years in an easily 
accessible place, any record of General American’s compliance with the undertakings set 
forth above. 
26. Continuing Application of Undertakings. The undertakings of General 
American herein shall continue to apply respectively to General American or its 
successors for as long as General American or its successors continue to offer and sell 
securities or until an undertaking terminates according to its terms; provided, however, 
that any successor to General American may petition the Commission and obtain relief 
from such undertakings if the successor can demonstrate that it has sufficient controls and 
procedures reasonably designed and implemented to detect and prevent the occurrence of 
the conduct summarized herein. 
27.       Deadlines.  For good cause shown, the Commission’s staff may extend 
any of the procedural dates set forth above. 
IV. 
In view of the foregoing, the Commission deems it appropriate, in the 
public interest, and for the protection of investors to impose the sanctions in the Offers 
submitted by the Respondents. 
Accordingly, pursuant to Section 8A of the Securities Act, Sections 15(b) 
and 21C of the Exchange Act, and Sections 9(b) and 9(f) of the Investment Company 
Act, it is hereby ORDERED that: 
A. William Thater shall cease and desist from committing or causing any 
violations and any future violations of Sections 17(a)(1) and 17(a)(3) of the Securities 
Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Rule 22c-1 
under the Investment Company Act. 
B. William Thater shall, within 7 days of the entry of this Order, pay 
disgorgement in the amount of $100,000, prejudgment interest in the amount of 
$13,137.49, and a civil money penalty in the amount of $50,000, for a total of 
$163,137.49, to the Securities and Exchange Commission.  Such payment shall be: (A) 
made by United States postal money order, certified check, bank cashier's check or bank 
money order; (B) made payable to the Securities and Exchange Commission; (C) hand­
10


delivered or mailed to the Office of Financial Management, Securities and Exchange 
Commission, Operations Center, 6432 General Green Way, Alexandria, Stop 0-3, VA 
22312; and (D) submitted under cover letter that identifies Thater as a Respondent in 
these proceedings, the file number of these proceedings, a copy of which cover letter and 
money order or check shall be sent to Robert J. Burson, Senior Associate Regional 
Director, Chicago Regional Office, 175 West Jackson Street, Suite 900, Chicago, Illinois 
60604. 
C. William Thater be, and hereby is barred from association with any broker 
or dealer and is prohibited from serving or acting as an employee, officer, director, 
member of an advisory board, investment adviser or depositor of, or principal underwriter 
for, a registered investment company or affiliated person of such investment adviser, 
depositor, or principal underwriter, with the right to reapply for association after three (3) 
years to the appropriate self-regulatory organization, or if there is none, to the 
Commission.  Any reapplication for association by William Thater will be subject to the 
applicable laws and regulations governing the reentry process, and reentry may be 
conditioned upon a number of factors, including, but not limited to, the satisfaction of 
any or all of the following:  (a) any disgorgement ordered against William Thater, 
whether or not the Commission has fully or partially waived payment of such 
disgorgement; (b) any arbitration award related to the conduct that served as the basis for 
the Commission order; (c) any self-regulatory organization arbitration award to a 
customer, whether or not related to the conduct that served as the basis for the 
Commission order; and (d) any restitution order by a self-regulatory organization, 
whether or not related to the conduct that served as the basis for the Commission order. 
D. General American shall cease and desist from committing or causing any 
violations and any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities 
Act and Rule 22c-1 under the Investment Company Act.   
E. General American shall, within 7 days of the entry of this Order, pay 
disgorgement in the amount of $1.00 and a civil money penalty in the amount of $3.3 
million to the Securities and Exchange Commission.  The payment shall be: (A) made by 
United States postal money order, certified check, bank cashier's check or bank money 
order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered 
or mailed to the Office of Financial Management, Securities and Exchange Commission, 
Operations Center, 6432 General Green Way, Alexandria, Stop 0-3, VA 22312; and (D) 
submitted under cover letter that identifies General American as a Respondent in these 
proceedings, the file number of these proceedings, a copy of which cover letter and 
money order or check shall be sent to Robert J. Burson, Senior Associate Regional 
Director, Chicago Regional Office, 175 West Jackson Street, Suite 900, Chicago, Illinois 
60604. 
F. It is further ordered that, pursuant to Section 308(a) of the Sarbanes-Oxley 
Act of 2002, a Fair Fund is created for the disgorgement and penalties referenced in 
Section IV. B and E. above. Regardless of whether any such Fair Fund distribution is 
made, amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
11


 
treated as penalties paid to the government for all purposes, including all tax purposes.  
To preserve the deterrent effect of the civil penalty, Respondents agree that it should not, 
after offset or reduction in any Related Investor Action based on Respondents’ payment 
of disgorgement in this action, argue that it shall be entitled to, nor shall it further benefit 
by offset or reduction of any part of Respondents’  payment of a civil penalty in this 
action ("Penalty Offset"). If the court in any Related Investor Action grants such a 
Penalty Offset, Respondents agree that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the 
amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the 
Commission directs.  Such a payment shall not be deemed an additional civil penalty and 
shall not be deemed to change the amount of the civil penalty imposed in this proceeding.  
For purposes of this paragraph, a "Related Investor Action" means a private damages 
action brought against Respondents by or on behalf of one or more investors based on 
substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
G. General American shall comply with the undertakings enumerated in 
Section III.¶¶ 23-27 above. 
By the Commission. 
        Nancy M. Morris
        Secretary 
12

UNITED STATES OF AMERICA 

Before the 


SECURITIES AND EXCHANGE COMMISSION 


SECURITIES ACT OF 1933 
Release No. 8832 / August 9, 2007 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 56229 / August 9, 2007 

INVESTMENT COMPANY ACT OF 1940 
Release No. 27925 / August 9, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12720 

In the Matter of 

GENERAL AMERICAN LIFE 
INSURANCE COMPANY AND 
WILLIAM C. THATER, 

Respondents. 

ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND
DESIST PROCEEDINGS, MAKING 
FINDINGS, AND IMPOSING REMEDIAL 
SANCTIONS AND A CEASE-AND-DESIST 
ORDER PURSUANT TO SECTION 8A OF 
THE SECURITIES ACT OF 1933, 
SECTIONS 15(b) AND 21C OF THE 
SECURITIES AND EXCHANGE ACT OF 
1934, AND SECTIONS 9(b) AND 9(f) OF 
THE INVESTMENT COMPANY ACT of 
1940 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate 
and in the public interest that public administrative and cease-and-desist proceedings be, 
and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 
(“Securities Act”), Sections 15(b) and 21C of the Securities and Exchange Act of 1934 
(“Exchange Act”) and Sections 9(b) and 9(f) of the Investment Company Act of 1940 
(“Investment Company Act”) against William C. Thater and pursuant to Section 8A of 
the Securities Act and Sections 9(b) and 9(f) of the Investment Company Act against 
General American Life Insurance Company. 

II. 

In anticipation of the institution of these proceedings, William C. Thater and 
General American Life Insurance Company (“Respondents”) have submitted Offers of 



Settlement (the “Offers”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying 
the findings herein, except as to the Commission’s jurisdiction over them and the subject 
matter of these proceedings, which are admitted, Respondents consent to the entry of this 
Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, 
and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A 
of the Securities Act of 1933, Sections 15(b) and 21C of the Securities and Exchange Act 
of 1934 and Sections 9(b) and 9(f) of the Investment Company Act of 1940 (“Order”), as 
set forth below. 

III. 

On the basis of this Order and Respondents’ Offers, the Commission finds that: 

Respondents

 1. General American Life Insurance Company (“General American”) is 
a St. Louis based insurance company offering, among other things, life and variable 
insurance products to consumers.  General American is a wholly-owned subsidiary of 
GenAmerica Financial Corporation which is a subsidiary of MetLife, Inc., a public 
company and one of the world’s largest financial services companies.   

2. William C. Thater (“Thater”) is a 52 year-old resident of Danbury, 
Connecticut. During the time of the conduct, Thater was a senior vice-president in 
charge of the sale of General American’s private placement variable insurance products.  
Thater was also a registered representative associated with General American 
Distributors. Thater holds NASD Series 7 and Series 63 licenses.  On November 3, 2003, 
Thater was terminated from General American as a result of the late trading arrangement 
discussed herein. 

Overview 

3. From January 2002 through November 2002 (“the relevant period”), 
Thater permitted and General American failed to prevent late trading of underlying 
mutual funds that were offered through General American’s private placement variable 
universal life insurance (“PPVUL”) policies.  Specifically, on January 31, 2002, Thater 
entered into a written agreement, on General American letterhead, that gave a New York 
family exclusive late trading privileges in the mutual funds underlying the PPVUL 
policies that the family purchased for approximately $20 million in premium.  During the 
relevant period, the New York family placed numerous trade requests, 79 of which they 
submitted, confirmed and/or cancelled after 4:00 p.m. ET.  As a result of the New York 
family’s late trading, the value of the underlying mutual funds was diluted by 
approximately $3.3 million.  

2




 Late Trading 

4. “Late trading” is the transmission, placement, confirmation, or 
cancellation of orders to purchase or redeem mutual fund shares after 4:00 p.m. ET on a 
given day to be filled at the fund’s net asset value (“NAV”) calculated that same day.  
The daily price of mutual fund shares is generally calculated as of 4:00 p.m. ET.  Orders 
to buy, sell or exchange mutual fund shares placed at or before 4:00 p.m. ET on a given 
day receive that day’s NAV.  Conversely, orders placed after 4:00 p.m. ET are supposed 
to be priced using the following trading day’s NAV. 

Private Placement Variable Universal Life Insurance Policies 

5. PPVUL policies are unregistered securities that are to be sold only to 
sophisticated investors that meet certain minimum net worth requirements.  PPVUL 
policies have both life insurance and investment components. With respect to the life 
insurance component, beneficiaries receive an income tax-free death benefit upon the 
death of the insured.  With respect to the investment component, the policies accumulate 
income tax-free cash value through the investment of insurance premiums in the 
insurance company’s segregated investment accounts known as “separate accounts.”  
Through the separate accounts, which are also unregistered, PPVUL policyholders have 
access to a variety of underlying investment options, including mutual funds available 
only to investors in variable products. Such funds may have names similar to retail 
mutual funds and may be similarly managed.  To invest in an underlying mutual fund, 
policyholders place transfer orders with the insurance company.  On a daily basis, 
transfer orders for each fund are aggregated and a single omnibus order is transmitted to 
the mutual fund complex.  The amount of the policy’s death benefit and cash value are 
directly related to the performance of the underlying investments. 

6. The PPVUL policies that General American issued to the New York 
family were sold through private placement memoranda (“PPMs”).  PPMs are similar to 
prospectuses in that they address details concerning the allocation of premiums, expenses 
and fees charged, calculation of death benefits, loan privileges and the mechanics of 
transfers between investment options.  In addition to PPMs, the New York family also 
received and signed insurance contracts that described the benefits to be provided under 
the insurance policies.  

Thater Negotiated and Executed the Late Trading 

Agreement with the New York Family 


7. In late 2001, the New York family asked Thater if General American 
would allow them to late trade mutual funds that participated in General American’s 
PPVUL policies.  On January 31, 2002, Thater and the New York family entered into a 
written agreement (“Agreement”) on General American letterhead that provided the New 
York family with late trading privileges in the PPVUL policies they would thereafter 
purchase from General American.   

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8. Specifically, the trading privileges in the agreement included the ability to 
place transfer orders to buy or sell underlying mutual funds on each and every trading 
day until 5:30 p.m.  Any purchase or redemption requests received prior to 5:30 p.m. 
would be deemed by General American to have been received prior to 4:00 p.m. and 
would get that day’s unit price.  This privilege was not to be made available to any other 
policyholder. 

9. Following the execution of the Agreement, the New York family 
purchased PPVUL policies for which they paid General American approximately $20 
million in premiums.  The New York family was required to pay a $15,000 fee for the 
special trading privileges. General American issued the policies and the family began to 
trade. Between February 1, 2002 and November 18, 2002, seventy-nine of the New York 
family’s transfer orders were late because they were either submitted, confirmed and/or 
cancelled after 4:00 p.m. ET.  As a result of the New York family’s late trading, the 
values of the subaccount mutual funds were diluted by approximately $3.3 million.   

Thater Knew that Late Trading Was Not Permitted in  

the Mutual Funds that Participated in the PPVUL Policies 


10. In January 2002, Thater negotiated, approved, and executed the 
Agreement allowing the New York family to submit trades after 4:00 p.m. ET.   

11. In February 2002, soon after the policies were issued to the New York 
family, they began to late trade.  Thater was aware that the New York family was 
engaging in this type of trading. 

12. Within a week of the family’s first trades, General American detected the 
family’s late trading activities.  General American’s in-house counsel contacted Thater 
and told him to halt this conduct. However, despite this instruction, Thater made efforts 
to perpetuate the late trading activity. Specifically, in March 2002, Thater changed the 
New York family’s trading arrangement to a “confirm or cancel” method where they 
would place trade orders before 4:00 p.m. ET but could confirm or cancel these trades 
after 4:00 p.m. ET. Thater continued to permit this “confirm or cancel” trading method 
after General American’s in-house counsel advised him in late April 2002 that this 
method of trading would also violate the federal securities laws.  Like post-4 p.m. 
trading, the confirm/cancel method allowed the New York family to consider post-4 p.m. 
market information when making their trading decisions.  

13. Thater benefited from the sale of PPVUL policies to the New York family.  
The $20 million in life insurance policies Thater sold to the New York family represented 
about 50% of General American’s PPVUL business for 2002.  As a result of all of his 
sales, Thater received a salary bonus of $130,000.  This bonus was $110,000 more than 
he received in bonus compensation for the previous year when Thater’s PPVUL sales 
were much lower. 

4




Certain General American Personnel Discovered the New York Family 

Arrangement But Their Efforts to Address the Late Trading Activity Were 


Insufficient


14. During the relevant period, certain General American personnel became 
aware of the Agreement and/or the New York family’s late trading activity.  While these 
employees at times told Thater to halt the activity, they failed to take adequate steps to 
investigate the activity and ensure that the late trading ceased.     

15. The General American compliance officer responsible for overseeing 
General American’s PPVUL business discovered the Agreement while the New York 
family was late trading, and thereafter sent a memorandum to Thater expressing concern 
over the special trading privileges arrangement.  The compliance officer, however, never 
received a response from Thater and did not follow-up with Thater.  

16. Further, a General American assistant vice-president in the company’s 
operations department, which was responsible for providing administrative support for 
Thater’s PPVUL department, was shown a draft of the Agreement before it was issued to 
the New York family.  Moreover, after the policies became effective, the assistant vice-
president also learned that General American’s in-house counsel had determined that late 
trading was illegal.  However, the operations department continued to assist with 
processing the New York family’s trades and the assistant vice-president merely asked 
other General American employees to confer with Thater on this issue.  He took 
insufficient steps to investigate the activities and ensure that any late trading ceased.   

17. In addition, certain General American lawyers became aware at various 
times of the New York family’s late trading activities.  While these General American 
lawyers told Thater to halt the late trading, they later received red flags indicating that 
Thater was trying to perpetuate the New York family’s late trading activity by proposing 
different arrangements, such as the confirm or cancel method.   

General American’s PPVUL Product Did Not Permit Late Trading 

18. General American entered into participation agreements with the mutual 
fund companies that were offered through its PPVUL product.  In certain participation 
agreements with the subaccount mutual funds, General American warranted that it would 
send orders for processing that were received before 4:00 p.m. ET or in accordance with 
mutual fund prospectuses, which did not permit late trading.   

19. While making the above representations, Thater permitted the New York 
family to engage in late trading and General American did not take adequate steps to halt 
this activity. 

Violations 

20. As a result of the conduct described above, Thater willfully violated 
Sections 17(a)(1) and 17(a)(3) of the Securities Act and Section 10(b) of the Exchange 

5




Act and Rule 10b-5 thereunder. General American willfully violated Sections 17(a)(2) 
and 17(a)(3) of the Securities Act. 

21. As a result of the conduct described above, General American and Thater 
caused and willfully aided and abetted violations of Rule 22c-1 of the Investment 
Company Act by certain mutual funds, persons designated in such funds’ prospectuses as 
authorized to consummate transactions in any such security, their principal underwriters, 
or dealers in the funds’ securities, which requires such persons to sell and redeem fund 
shares at a price based on the current NAV next computed after receipt of an order to buy 
or redeem.  

Cooperation and Undertakings 

22. In determining to accept General American’s Offer, the Commission 
considered remedial acts promptly undertaken by General American and cooperation 
afforded to the Commission staff.  General American shall continue to cooperate fully 
with the Commission in any and all investigations, litigation, or other proceedings 
relating to or arising from the matters described in the Order.  In connection with such 
cooperation, General American has undertaken:  

a. to produce, without service of a notice or subpoena, any and all non-
privileged documents and other information requested by the 
Commission’s staff; 

b. to use their best efforts to cause their employees to be interviewed by the 
Commission’s staff at such times as the staff reasonably may direct; 

c. to use their best efforts to cause their employees to appear and testify 
truthfully and completely without service of a notice or subpoena in such 
investigations, depositions, hearings or trials as may be requested by the 
Commission’s staff; and 

d. that in connection with any testimony of General American to be 
conducted by the staff of the Commission at deposition, hearing or trial 
pursuant to a notice or subpoena, General American: 

i. agrees that any such notice or subpoena for General American’s 
appearance and testimony may be served by regular mail on its 
attorney, Neil S. Lang, Sutherland Asbill & Brennan, 1275 
Pennsylvania Avenue N.W., Washington D.C. 20004-2415; and 

ii. agrees that any such notice or subpoena for General American’s 
appearance and testimony in an action pending in a United States 
District Court may be served, and may require testimony, beyond 
the territorial limits imposed by the Federal Rules of Civil 
Procedure. 

6




General American also undertakes to:   

23.	 Distribution Plan. 

1.	 Within 90 days of the entry of the Order, General American shall 
develop a Distribution Plan to distribute fairly and proportionately 
to the affected mutual funds the total disgorgement and civil 
penalty described in Section IV.B and E. below. In developing the 
Distribution Plan, General American shall consult with the advisor 
for each affected mutual fund, or any successor fund.  General 
American shall provide the advisor with (a) a copy of the Order, 
(b) the proposed amount of disgorgement and civil penalty to be 
paid to the affected mutual fund, and (c) a description of the 
methodology used to calculate that amount.  

2.	 Within 120 days of the entry of this Order, General American shall 
provide to the Commission staff a copy of the Distribution Plan.  

3.	 Within 150 days of the entry of the Order, General American shall, 
subject to approval of the Commission staff, submit the 
Distribution Plan to the Commission for the administration and 
distribution of disgorgement and civil penalty pursuant to Rule 
1101 of the Commission’s Rules of Practice.  

4.	 Following a Commission order approving the final Distribution 
Plan, as provided in Rule 1104 of the Commission’s Rules of 
Practice, General American shall take all necessary and 
appropriate steps to administer the final Distribution Plan including 
overseeing the actual distribution of the disgorgement and civil 
penalty to the affected mutual funds within 30 days of the 
Commission’s approval of the Distribution Plan.  

5.	 Within 10 days of the distribution of the disgorgement and civil 
penalty to the affected mutual funds, General American shall 
provide a written certification and proof of payment to the 
Commission staff of the amount paid to each affected mutual fund 
and the date of the payment. 

6.	 General American shall bear the costs of administering and 
implementing the final Distribution Plan.  

7




24. Independent Compliance Consultant. 

a)	 General American1 shall retain, within 90 days of the date of entry 
of the Order, the services of an Independent Compliance 
Consultant not unacceptable to the staff of the Commission.  The 
Independent Compliance Consultant's compensation and expenses 
shall be borne exclusively by General American.  General 
American shall employ the Independent Compliance Consultant to: 
(a) conduct a review to determine whether the supervisory and 
compliance policies and procedures (“Polices and Procedures”) 
that General American has adopted and implemented to address 
the conduct described in this Order are reasonably designed to 
detect and prevent any future late trading in any of its products; (b) 
determine whether and to what extent there is a need for additional 
or amended supervisory and compliance Policies and Procedures to 
detect and prevent late trading; and (c) recommend that General 
American adopt such additional or amended supervisory and 
compliance Policies and Procedures which the Independent 
Compliance Consultant believes are necessary to provide 
reasonable assurance that General American can detect and prevent 
late trading. General American shall cooperate fully with the 
Independent Compliance Consultant and shall provide the 
Independent Compliance Consultant with access to its files, books, 
records, and personnel as reasonably requested for the review. 

b)	 General American shall require that, at the conclusion of the 
review, which in no event shall be more than 120 days after the 
date of entry of the Order, the Independent Compliance Consultant 
shall submit a Report to General American, its board of directors, 
and the staff of the Commission regarding the adequacy of the 
Policies and Procedures. The Report shall include a description of 
the review performed, the conclusions reached and, if necessary, 
the Independent Compliance Consultant's recommendations for 
changes in or improvements to policies and procedures of General 
American, and a procedure for implementing the recommended 
changes in or improvements to the Policies and Procedures.  

c)	 General American shall adopt all recommendations contained in 
the Report of the Independent Compliance Consultant; provided, 
however, that within 60 days after the date of the submission of the 
Report (“Report Date”), General American shall in writing advise 
the Independent Compliance Consultant, its board of directors and 
the staff of the Commission of any recommendations that they 
consider to be unnecessary or inappropriate. With respect to any 

For purposes of paragraph 24, “General American” shall mean General American Life Insurance 
Company and its subsidiaries. 

8


1 



recommendation that General American considers unnecessary or 
inappropriate, General American need not adopt that 
recommendation at that time but shall propose in writing an 
alternative policy, procedure or system designed to achieve the 
same objective or purpose. 

d)	 As to any recommendation with respect to which General 
American and the Independent Compliance Consultant do not 
agree, such parties shall attempt in good faith to reach an 
agreement within 120 days of the Report Date.  In the event 
General American and the Independent Compliance Consultant are 
unable to agree on an alternative proposal, General American will 
abide by the determinations of the Independent Compliance 
Consultant. 

e)	 One year from the Report Date, General American shall submit an 
affidavit to the Commission staff stating that it has implemented 
any and all actions recommended or agreed to by the Independent 
Consultant, or explaining the circumstances under which it has not 
implemented such actions.  

f)	 General American (i) shall not have the authority to terminate the 
Independent Compliance Consultant, without the prior written 
approval of the staff of the Commission; (ii) shall compensate the 
Independent Compliance Consultant, and persons engaged to assist 
the Independent Compliance Consultant, for services rendered 
pursuant to the Order at their reasonable and customary rates; (iii) 
shall not be in and shall not have an attorney-client relationship 
with the Independent Compliance Consultant and shall not seek to 
invoke the attorney-client or any other doctrine or privilege to 
prevent the Independent Compliance Consultant from transmitting 
any information, reports, or documents to its board of directors or 
the Commission. 

g)	 General American shall require the Independent Compliance 
Consultant to enter into an agreement that provides that for the 
period of engagement and for a period of two years from 
completion of the engagement, the Independent Compliance 
Consultant shall not enter into any employment, consultant, 
attorney-client, auditing or other professional relationship with 
General American, or any of its present or former affiliates, 
directors, officers, employees, or agents acting in their capacity. 
The agreement will also provide that the Independent Compliance 
Consultant will require that any firm with which he/she is affiliated 
or of which he/she is a member, and any person engaged to assist 
the Independent Compliance Consultant in performance of his/her 

9




duties under this Order shall not, without prior written consent of 
the Midwest Regional Office, enter into any employment, 
consultant, attorney-client, auditing or other professional 
relationship with General American, or any of its present or former 
affiliates, directors, officers, employees, or agents acting in their 
capacity as such for the period of the engagement and for a period 
of two years after the engagement. 

25. Record Keeping. General American shall preserve for a period not less 
than six years from the end of the fiscal year last used, the first two years in an easily 
accessible place, any record of General American’s compliance with the undertakings set 
forth above. 

26. Continuing Application of Undertakings.  The undertakings of General 
American herein shall continue to apply respectively to General American or its 
successors for as long as General American or its successors continue to offer and sell 
securities or until an undertaking terminates according to its terms; provided, however, 
that any successor to General American may petition the Commission and obtain relief 
from such undertakings if the successor can demonstrate that it has sufficient controls and 
procedures reasonably designed and implemented to detect and prevent the occurrence of 
the conduct summarized herein. 

27. Deadlines.  For good cause shown, the Commission’s staff may extend 
any of the procedural dates set forth above. 

IV. 

In view of the foregoing, the Commission deems it appropriate, in the 
public interest, and for the protection of investors to impose the sanctions in the Offers 
submitted by the Respondents. 

Accordingly, pursuant to Section 8A of the Securities Act, Sections 15(b) 
and 21C of the Exchange Act, and Sections 9(b) and 9(f) of the Investment Company 
Act, it is hereby ORDERED that: 

A. William Thater shall cease and desist from committing or causing any 
violations and any future violations of Sections 17(a)(1) and 17(a)(3) of the Securities 
Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Rule 22c-1 
under the Investment Company Act. 

B. William Thater shall, within 7 days of the entry of this Order, pay 
disgorgement in the amount of $100,000, prejudgment interest in the amount of 
$13,137.49, and a civil money penalty in the amount of $50,000, for a total of 
$163,137.49, to the Securities and Exchange Commission.  Such payment shall be: (A) 
made by United States postal money order, certified check, bank cashier's check or bank 
money order; (B) made payable to the Securities and Exchange Commission; (C) hand­

10


http:$13,137.49
http:$163,137.49


delivered or mailed to the Office of Financial Management, Securities and Exchange 
Commission, Operations Center, 6432 General Green Way, Alexandria, Stop 0-3, VA 
22312; and (D) submitted under cover letter that identifies Thater as a Respondent in 
these proceedings, the file number of these proceedings, a copy of which cover letter and 
money order or check shall be sent to Robert J. Burson, Senior Associate Regional 
Director, Chicago Regional Office, 175 West Jackson Street, Suite 900, Chicago, Illinois 
60604. 

C. William Thater be, and hereby is barred from association with any broker 
or dealer and is prohibited from serving or acting as an employee, officer, director, 
member of an advisory board, investment adviser or depositor of, or principal underwriter 
for, a registered investment company or affiliated person of such investment adviser, 
depositor, or principal underwriter, with the right to reapply for association after three (3) 
years to the appropriate self-regulatory organization, or if there is none, to the 
Commission.  Any reapplication for association by William Thater will be subject to the 
applicable laws and regulations governing the reentry process, and reentry may be 
conditioned upon a number of factors, including, but not limited to, the satisfaction of 
any or all of the following:  (a) any disgorgement ordered against William Thater, 
whether or not the Commission has fully or partially waived payment of such 
disgorgement; (b) any arbitration award related to the conduct that served as the basis for 
the Commission order; (c) any self-regulatory organization arbitration award to a 
customer, whether or not related to the conduct that served as the basis for the 
Commission order; and (d) any restitution order by a self-regulatory organization, 
whether or not related to the conduct that served as the basis for the Commission order. 

D. General American shall cease and desist from committing or causing any 
violations and any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities 
Act and Rule 22c-1 under the Investment Company Act.   

E. General American shall, within 7 days of the entry of this Order, pay 
disgorgement in the amount of $1.00 and a civil money penalty in the amount of $3.3 
million to the Securities and Exchange Commission.  The payment shall be: (A) made by 
United States postal money order, certified check, bank cashier's check or bank money 
order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered 
or mailed to the Office of Financial Management, Securities and Exchange Commission, 
Operations Center, 6432 General Green Way, Alexandria, Stop 0-3, VA 22312; and (D) 
submitted under cover letter that identifies General American as a Respondent in these 
proceedings, the file number of these proceedings, a copy of which cover letter and 
money order or check shall be sent to Robert J. Burson, Senior Associate Regional 
Director, Chicago Regional Office, 175 West Jackson Street, Suite 900, Chicago, Illinois 
60604. 

F. It is further ordered that, pursuant to Section 308(a) of the Sarbanes-Oxley 
Act of 2002, a Fair Fund is created for the disgorgement and penalties referenced in 
Section IV. B and E. above. Regardless of whether any such Fair Fund distribution is 
made, amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

11




 

treated as penalties paid to the government for all purposes, including all tax purposes.  
To preserve the deterrent effect of the civil penalty, Respondents agree that it should not, 
after offset or reduction in any Related Investor Action based on Respondents’ payment 
of disgorgement in this action, argue that it shall be entitled to, nor shall it further benefit 
by offset or reduction of any part of Respondents’  payment of a civil penalty in this 
action ("Penalty Offset"). If the court in any Related Investor Action grants such a 
Penalty Offset, Respondents agree that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the 
amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the 
Commission directs.  Such a payment shall not be deemed an additional civil penalty and 
shall not be deemed to change the amount of the civil penalty imposed in this proceeding.  
For purposes of this paragraph, a "Related Investor Action" means a private damages 
action brought against Respondents by or on behalf of one or more investors based on 
substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 

G. General American shall comply with the undertakings enumerated in 
Section III.¶¶ 23-27 above. 

By the Commission. 

        Nancy  M.  Morris
        Secretary  

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