UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 34-57863 / May 23, 2008

Administrative Proceeding File No. 3-12720

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan for the distribution of the Fair Fund in this matter ("Distribution Plan"). On August 9, 2007, the Commission issued an Order instituting settled administrative and cease-and-desist proceedings against General American Life Insurance Company ("General American") and William C. Thater ("Thater") in this matter ("the Order"). In the Matter of General American Life Insurance Company et al, Administrative Proceeding File No. 3-12720, Release No. 33-8832 (Aug. 9, 2007). In the Order, the Commission authorized and established a Fair Fund, comprised of $3,463,138.49 million in disgorgement and penalties paid by General American and Thater, for distribution to mutual funds affected by certain late trading activity. The Order provided that the Fair Fund was to be distributed pursuant to a Distribution Plan developed by General American.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the Distribution Plan from the Commission's public website, http://www.sec.gov. Interested parties may also obtain a written copy of the Distribution Plan by submitting a written request to Robert L. Burson, Associate Regional Director, United States Securities and Exchange Commission, 175 West Jackson Street, Suite 900, Chicago, IL 60604. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than June 23, 2008:

1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;

2. by using the Commission's Internet comment form (Submit comments on Proposed Distribution Plan); or

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by e-mail or via the Commission's website should include "Administrative Proceeding File Number 3-12720" on the subject line. Comments received will be publicly available. Persons should submit only information that they wish to make publicly available.

DISTRIBUTION PLAN

The Fair Fund is comprised of $3,463,138.49 plus accumulated interest, consisting of $3,300,001.00 paid by General American, plus accumulated interest and $163,137.49 paid by Thater, plus accumulated interest. The Distribution Plan provides for distribution of the Fair Fund to mutual funds affected by the late trading conduct between January and November 2002 ("affected mutual funds") as described in the Order. If the Distribution Plan is approved, the affected mutual funds will receive a proportionate share of the Fair Fund as calculated by General American in consultation with the staff. The distribution amount to each affected mutual fund will be calculated from information in General American's records and in consultation with the staff. The affected mutual funds will not need to go through a claims process.

For the Commission, by its Secretary, pursuant to delegated authority.

See also Proposed Distribution Plan

http://www.sec.gov/litigation/admin/2008/34-57863.htm