[Federal Register Volume 66, Number 214 (Monday, November 5, 2001)]
[Notices]
[Pages 55973-55977]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-27713]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-25247; File No. 812-12584]


Golden American Life Insurance Company, et al.

October 30, 2001.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION:  Notice of application for an Order Pursuant to section 6(c) of 
the Investment. Company Act of 1940 (the ``Act'') granting exemptions 
from sections 2(a)(32) and 27(i)(2)(A) of the Act and Rule 22c-1 
thereunder.

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[[Page 55974]]

    Applicants: Golden American Life Insurance Company (``Golden 
American''), Separate Account B of Golden American Life Insurance 
Company (the ``Account''), and Directed Services, Inc. 
(``DSI'')(together, the ``Applicants'').

Summary of the Application: Applicants seek an order of the Commission, 
pursuant to Section 6(c) of the Act to the extent necessary to permit 
the recapture of certain credits applied to premium payments made in 
consideration of deferred variable annuity contracts which Golden 
American intends to issue (the ``Contracts'') and substantially similar 
variable annuity contracts that Golden American may issue in the future 
(``Future Contracts''), as well as any other separate accounts of 
Golden American and its successors in interest (``Future Accounts'') 
that support in the future variable annuity contracts that are similar 
in all material respects to the Contracts and principal underwriters of 
such contracts (``Future Underwriters'').

Filing Date: The application was filed on July 19, 2001, and amended 
and restated on October 11, 2001, and October 29, 2001.
    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 the 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 November 23, 2001, and should be accompanied 
by proof of service on the Applicant in the form of an affidavit or, 
for lawyers, a certificate of service. Hearing requests should state 
the nature of the writer's interest, the reason for the request, and 
the issues contested. Persons may request notification of a hearing by 
writing to the Secretary of the Commission.

Addresses: Secretary, Securities and Exchange Commission, 450 Fifth 
Street NW., Washington, DC 20549-0609. Applicant, c/o Linda Senker, 
Esq., Golden American Life Insurance Company, 1475 Dunwoody Drive, West 
Chester, Pennsylvania 19380. Copies to Stephen E. Roth, Esq., 
Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, NW., 
Washington, DC 20004-2415.

For Further Information Contact: Curtis A. Young, Esq., Senior Counsel, 
or Lorna J. MacLeod, Branch Chief, Office of Insurance Products, 
Division of Investment management, at (202) 942-0670.

Supplementary Information: Following is a summary of the Application. 
The Application is available for a fee from the Commission's Public 
Reference Branch, 450 Fifth Street, NW., Washington, DC 20549-0102 
(tel. (202) 942-8090).

Applicants' Representations

    1. Golden American is a stock life insurance company originally 
incorporated under the laws of Minnesota on January 2, 1973, and later 
redomiciled in Delaware. Golden American is engaged in the business of 
writing annuities, both individual and group, in all states (except New 
York) and the District of Columbia. Golden American is a subsidiary of 
Equitable of Iowa Companies, Inc. (``Equitable of Iowa''). Golden 
American is ultimately controlled by ING Groep N.V., a global financial 
services holding company.
    2. Golden American established the Account as a segregated 
investment account under Delaware law. The assets of the Account 
attributable to the Contracts and any other variable annuity contracts 
through which interests in the Account are issued are owned by Golden 
American but are held separately from all other assets of Golden 
American, for the benefit of the owners of, and the persons entitled to 
payment under, Contracts issued through the Account. Consequently, such 
assets are not chargeable with liabilities arising out of any other 
business that Golden American may conduct. Income, gains and losses, 
realized or unrealized, from each subaccount of the Account, are 
credited to or charged against that subaccount without regard to any 
other income, gains or losses of Golden American. The Account is a 
``separate account'' as defined by Rule 0-1(e) under the Act, and is 
registered with the Commission as a unit investment trust.
    3. The Account currently is divided into a number of subaccounts. 
Each subaccounts invests exclusively in shares representing an interest 
in a separate corresponding investment portfolio of one of several 
series-type open-end management investment companies. The assets of the 
Account support one or more varieties of variable annuity contracts, 
including the Contracts.
    4. Golden American established the Account on July 14, 1988. The 
Account is registered with the Commission as a unit investment trust 
and interests in the Account offered through the Contracts have been 
registered under the Securities Act of 1933 on Form N-4.
    5. DSI is a wholly-owned subsidiary of Equitable of Iowa. It serves 
as the principal underwriter of Golden American separate accounts 
registered as unit investment trusts under the Act, including the 
Account, and is the distributor of the variable life insurance 
contracts and variable annuity contracts issued through such separate 
accounts, including the Contracts. DSI is registered as a broker-dealer 
under the Securities Exchange Act of 1934 and is a member of the 
National Association of Securities Dealers, Inc. (the ``NASD'').
    6. The Contracts make available a number of subaccounts of the 
Account to which owners may allocate net premium payments and 
associated bonus credits (described below) and to which owners may 
transfer contract value. The Contracts also offer fixed-interest 
allocation options under which Golden American credits guaranteed rates 
of interest for various periods (including interest crediting 
mechanisms which entail the imposition of ``market value'' adjustments 
under certain circumstances). Transfers of contracts value among and 
between the subaccounts and, subject to certain restrictions, among and 
between the subaccounts and the fixed-interest options, may be made at 
any time from the end of the free look period until the annuity start 
date. The Contracts offer a variety of fixed and variable annuity 
payment options to owners. In the event of an owner's death prior to 
the annuity commencement date, beneficiaries may elect to receive death 
benefits in the form of one of the annuity payment options instead of a 
lump sum.
    7. Upon application to purchase the Contract, a purchaser would 
select from among three option packages, Option Package I, II, or III. 
Each option package determines the minimum initial premium payment 
required to purchase the Contract, the maximum age at which a purchaser 
would be able to purchase the Contract, the free withdrawal amount, and 
the death benefit options available under the Contract. The minimum 
initial premium of the Contract is $15,000 ($1,500 for certain employee 
benefit plans) under Option Package I and $5,000 ($1,500 for certain 
employee benefit plans) under Option Packages II and III. The Contracts 
provide for an annual administrative charge of $30 that Golden American 
deducts on each Contracts Anniversary and upon a full surrender of a 
Contract, a daily asset-based administrative charge deducted at an 
annual rate of 0.15%, along with a daily mortality and expense risk 
charge deducted from the assets of the Account at annual rates of

[[Page 55975]]

1.45% for Option Package I, 1.65% for Option Package II, and 1.80% for 
Option Package III, of the Account's average daily net assets. The 
charge for the death benefit is included in the mortality and expense 
risk charge. The Contract also includes an optional death benefit 
rider, the earnings multiplier benefit rider for which a charge will be 
assessed quarterly at an annual rate of 0.25% of Account value not to 
exceed a guaranteed maximum annual rate of 0.50%. The Contracts also 
provide for a charge of $25 for each transfer of contract value in 
excess of 12 transfers per contract year. An optional bonus credit is 
available at a cost equivalent to an annual rate of 0.60% of the 
contract value allocated to the subaccounts for three years following 
the addition of a bonus credit. The premium credit option charge is 
also deducted from amounts allocated to the fixed-interest options 
resulting in a 0.60% reduction in the interest that would otherwise 
have been credited to those amounts in the fixed-interest options for 
the three contract years following the addition of a credit. Lastly, 
the Contracts also have a surrender charge in the form of a contingent 
deferred sales charge (``CDSC''), which is equal to the percentage of 
each premium payment surrender or withdrawn and declines from 6% during 
the first year of the premium payment to 0% after 3 full years. No CDSC 
applies to contract value representing a free withdrawal amount and or 
to contract value in excess of aggregate premium payments (less prior 
withdrawals of premiums).
    8. Owners have the options of investing in a series of the GET 
Fund. During the five year guarantee period, which represents the 
duration of a series, an owner who invests in a series of the GET Fund 
would be assessed an annual charge equal to 0.50% of the average daily 
net assets allocated to the series.
    9. If an owner dies before the annuity start date, the Contracts 
provide, under most circumstances, for a death benefit payable to a 
beneficiary, computed as of the date Golden American receives written 
notice and due proof of death. The death benefit payable to the 
beneficiary depends on whether the owner selected Option Package I, II, 
or III. Each option package provides a death benefit upon the death of 
the owner which death benefit is based upon the highest amount payable 
under the separate death benefit options available under that option 
package. The death benefit options available under the option packages 
include: (1) The Standard Death Benefit; (2) the contract value on the 
claim date, less credits applied since or within 12 months prior to 
death; (3) the Annual Ratchet death benefit; and (4) the 5% Roll-Up 
death benefit.
    10. Golden American offers a bonus credit provision under the 
Contracts with a recurring bonus credit feature pursuant to which 
Golden American credits contract value in the subaccounts and the 
fixed-interest allocations with an amount that is a percentage of 
contract value. An owner may elect the bonus provision at the time of 
application. The initial bonus credit applies upon issuance of the 
contract and is based upon contract value at the time of issuance. On 
the third contract anniversary and every three contract-years 
thereafter until the annuitization of the Contract, the owner may elect 
to renew the bonus credit. At the third contract anniversary and every 
three contract-years thereafter Golden American would apply a new bonus 
credit to the Contract. Notice of this election will be sent to 
applicable owners up to sixty days before the third contract 
anniversary (and separately, before every third contract anniversary 
thereafter until annuitization of the Contract). Each new bonus credit 
would be allocated among an owner's subaccount allocations in 
proportion to the contract value in each subaccount on such contract 
anniversary. The initial bonus credit equals 2% of the initial contract 
value and each subsequent bonus credit, if elected, would equal 2% of 
the contract value on the applicable contract anniversary. Golden 
American reserves the right to increase or decrease the amount of the 
bonus credit or discontinue the bonus credit provision in the future. 
Applicants also reserve the right to modify the charge for the bonus 
credit consistent with any increase or decrease in the bonus credit. 
Golden American will provide owners who elect the bonus credit 
provision with at least 60 days notice of such change. Such a change 
will only apply to bonuses credited after the 60-day notice period.
    11. Under the bonus credit provision, Golden American recaptures or 
retains the credited amount in the event that the owner exercises his 
or her cancellation right during the ``free look'' period. Also, in 
computing death benefits, Golden American may recapture credits applied 
since or within twelve months prior to the date of death. Finally, in 
the event of a surrender, Golden American will recapture all credits 
applied during the three years prior to surrender.
    12. Under the bonus credit provision, Golden American credits 
amounts to an owner's contract value either by ``purchasing'' 
accumulation units of an appropriate subaccount or adding to the 
owner's fixed-interest allocation option values. The initial credit is 
allocated in proportion to the owner's contract value in the 
subaccounts and fixed-interest allocations at the time of application 
of the credit. For bonus credits added after the initial credit, 
credits are allocated in proportion to the owner's contract value in 
the subaccounts, but not to any fixed-interest allocations. A 
designated subaccount will be used if there is no contract value in the 
subaccounts. The designated subaccount will be identified in the 
Contract prospectus, and the Owner will receive, along with the 
Contract prospectus, the prospectus for the underlying fund in which 
the designated subaccount invests.
    13. With regard to variable contract value, several consequences 
flow from the foregoing. First, increases in the value of accumulation 
units representing bonus credits accrue to the owner immediately, but 
the initial value of such units only belongs to the owner when, or to 
the extent that, each vests. Second, decreases in the value of 
accumulation units representing bonus credits do not diminish the 
dollar amount of contract value subject to recapture. Therefore, 
additional accumulation units must become subject to recapture as their 
value decreases. Stated differently, the proportionate share of any 
owner's variable contract value (or the owner's interest in an Account) 
that Golden American can recapture increases as variable contract under 
(or the owner's interest in the Account) decreases. This dilutes 
somewhat the owner's interest in the Account vis-a-vis Golden American 
and other owners, and in his or her variable contract value vis-a-vis 
Golden American.
    14. Lastly, because it is not administratively feasible to track 
the unvested value of bonus credits in the Account, Golden American 
deducts the daily mortality and expense risk charge and the daily 
administrative charge from the entire net asset value of the Account. 
As a result, the daily mortality and expense risk charge and the daily 
administrative charge paid by any owner is greater than that which he 
or she would pay without the bonus credit.
    15. Applicants request that the Commission issue an order pursuant 
to Section 6(c) of the Act, exempting them as well as Future Accounts 
and Future Underwriters from the provisions of Sections 2(a)(32) and 
37(i)(2)(A) of the Act and Rule 22c-1 thereunder, to the extent 
necessary to permit the recapture of certain credits applied to premium

[[Page 55976]]

payments made in consideration of the Contracts.

Applicant's Conditions

Applicants Agree to the Following Conditions

    1. Election letter. In those states where it is available, sixty 
days prior to every third contract anniversary, Golden American will 
send a letter (the ``Letter'') to each applicable Owner informing him 
or her that he or she is eligible to elect to renew the bonus credit 
under the Contract. The Letter will prominently disclose in concise 
plain English that (a) the credit is most suitable for Owners who 
expect to continue their Contracts for three or more years, and (b) if 
the Contract is surrendered while the bonus remains subject to 
recapture, then the Owner may be worse off in certain circumstances 
that if he or she had not elected to renew the bonus credit provision. 
The letter will disclose exactly how an Owner who surrenders a Contract 
while the bonus credit remains subject to recapture could be worse off 
as a result of negative separate account investment performance than if 
he or she had not elected to receive the bonus credit.
    2. Election. Golden American will send the Letter and an election 
form directly to Owners eligible to elect the bonus credit provision. 
If the Letter is more than two pages in length, Golden American will 
provide the election form as a separate document that also will 
prominently disclose in concise plain English the statements required 
in condition 1 above. Elections to receive bonus credits will be 
effective only upon receipt by Golden American of an election from 
Owner. The election may be provided in writing, including via facsimile 
or other electronic media, or provided through telephonic means 
evidenced by a tape recording. A Letter will precede any election of 
the bonus credit, including any election via telephonic means. When 
receiving by telephone an Owner's election to receive a recurring bonus 
credit, Golden American telephone representatives will recite to the 
Owner each of the disclosures set forth in condition 1 above, and will 
request that the Owner separately acknowledge each such disclosure. 
Golden American will forward to Owners written confirmation of the 
recurring bonus credit, including confirmation of recurring bonus 
credits elected via telephonic means.
    3. Records. Golden American will maintain the following separately 
identifiable records in an easily accessible place for review by the 
Commission staff: (1) Copies of the form of Letter, the election form, 
any tape recordings, any written confirmations evidencing a recurring 
bonus--including a recurring bonus elected by telephone, and any 
written materials or scripts for presentations by representatives 
regarding the bonus credit, including the dates used; (2) records 
showing the number and percentage (on a calendar quarter basis) of 
eligible Owners that elect the bonus credit; (3) records showing--the 
name and Contract number of each Owner who elects a bonus credit, that 
Owner's contract value at the time the bonus credit is elected, the 
amount of the credit, the Owner's name, address, telephone number and 
date of birth, the date that the owner signed the election form, the 
signed election form, and, to the extent Golden American pays a 
commission (or other compensation) to registered representatives in 
connection with an Owner's election of a bonus credit, the amount of 
such commission (or other compensation), and the name of any sales 
representative involved with the solicitation of the election of the 
credit who receives any compensation in connection with the Contract 
after the date of the election of the credit and his or her CRD number, 
firm affiliation, telephone number, and branch office address; (4) 
records of persistency information for Contracts whose Owners have 
elected the bonus credit provisions, including the date(s) of any 
subsequent surrender or withdrawal of contract value and the amount of 
any recaptured bonus credit; and (5) logs recording any Owner 
complaints about the recurring bonus credit provisions, state insurance 
department inquiries about the same, or litigation, arbitration or 
other proceedings regarding the bonus credit provisions. The logs will 
include the date of the complaint (or of commencement of any 
proceedings), the name and address of the person making the complaint 
or commencing the proceeding, the nature of the complaint or proceeding 
and the persons involved in the complaint or proceeding. The foregoing 
records will be retained for the longer of: (1) Six years after the 
later of their creation or last use, or (2) two years after the 
recapture period ends.

Legal Analysis

    Section 6(c) of the Act authorizes the Commission to exempt any 
person, security, or transaction or any class of persons, securities, 
or transactions from any provision or provisions of the Act and/or any 
rule under it if, and to the extent that, such exemption is necessary 
or appropriate in the public interest and consistent with the 
protection of investors and the purpose fairly intended by the policy 
and provisions of the Act.
    1. Subsection (i) of section 27 provides that section 27 does not 
apply to any registered separate account variable annuity contracts, or 
to the sponsoring insurance company and principal underwriter of such 
account, except as provided in paragraph (2) of subsection (i). 
Paragraph (2) provides that it shall be unlawful for a registered 
separate account or sponsoring insurance company to sell a variable 
annuity contract supported by the separate account unless such contract 
is a redeemable security. Section 2(a)(32) defines a ``redeemable 
security'' as any security, other than short-term paper, under the 
terms of which the holder, upon presentation to the issuer, is entitled 
to receive approximately his proportionate share of the issuer's 
current net assets, or the cash equivalent thereof.
    2. Applicants submit that the recapture of bonus credits does not, 
at any time, deprive an owner of his or her proportionate share of the 
current net assets of the Account. Until the appropriate recapture 
period expires, Golden American retains the right to and interest in 
each owner's contract value representing the dollar amount of any 
unvested bonus credits. Therefore, Applicants argue, if Golden American 
recaptures any bonus credit in the circumstances described in the 
Application, it would merely be retrieving its own assets. Applicants 
state that Golden American would grant bonus credits out of its general 
account assets and the amount of the credits (although not the earnings 
on such amounts) remain Golden American's until such amounts vest with 
the owner. Thus, Applicants argue that to the extent that Golden 
American may grant and recapture bonus credits in connection with 
variable contract value, it does not, at either time, deprive any owner 
of his or her then proportionate share of an Account's assets.
    3. Applicants state that the bonus credit recapture provisions are 
necessary for Golden American to offer the bonus credits. Applicants 
argue that it would be unfair to Golden American to permit owners to 
keep their bonus credits upon their exercise of the Contracts' ``free 
look'' provision. Because no CDSC applies to the exercise of the ``free 
look'' provision. Applicants state that the owner could obtain a quick 
profit in the amount of the bonus credit at Golden American's expense 
by exercising that right. Similarly, the owner could take advantage of 
the

[[Page 55977]]

bonus credit by surrendering the Contract within the recapture period 
because some of the cost of providing the bonus credit is recouped 
through charges imposed over a period of years. Likewise, because no 
additional CDSC applies upon death of an owner, such a death shortly 
after the award of bonus credits would afford an owner or a beneficiary 
a similar profit at Golden American's expense.
    4. Applicants assert that the dynamics of Golden American's bonus 
credit provisions do not violate sections 2(a)(32) or 27(i)(2)(A) of 
the Act. Nonetheless, in order to avoid any uncertainty as to full 
compliance with the Act, Applicants seek exemptions from these two 
sections.
    5. Section 22(c) of the Act authorizes the Commission to make rules 
and regulations applicable to registered investment companies and to 
principal underwriters of, and dealers in the redeemable securities of 
any registered investment company. Rule 22c-1 thereunder imposes 
requirements with respect to both the amount payable on redemption of a 
redeemable security and the time such among is calculated. 
Specifically, Rule 22c-1, in pertinent part prohibits a registered 
investment company issuing any redeemable security, a person designated 
in such issuer's prospectus as authorized to consummate transactions in 
any such security, and a principal underwriter of, or dealer in, such 
security from selling, redeeming or repurchasing any such security, 
except at a price based on the current net asset value of such security 
which is next computed after receipt of a tender of such security for 
redemption, or of an order to purchase or sell such security.
    6. Golden American's recapture of any bonus credit could be viewed 
as the redemption of such an interest at a price above net asset value. 
Applicants contend however, that the bonus credits do not violate Rule 
22c-1 under the Act. Applicants argue that bonus credit provisions do 
not give rise to either of the evils that Rule 22c-1 was designed to 
address. The Rule was intended to eliminate or reduce, as far as was 
reasonably practicable, the dilution of the value of outstanding 
redeemable securities of registered investment companies through their 
sale at a price below net asset value or their redemption at a price 
above net asset value, or other unfair results, including speculative 
trading practices.
    7. Applicants argue that the evils prompting the adoption of Rule 
22c-1 were primarily the result of backward pricing, the practice of 
basing the price of a mutual fund share on the net asset value per 
share determined as of the close of the market on the previous day. 
Backward pricing permitted certain investors to take advantage of 
increases or decreases in net asset value that were not yet reflected 
in the price, thereby diluting the values of outstanding shares.
    8. Applicants argue that the proposed bonus credit provisions pose 
no such threat of dilution. Applicants contend that an owner's interest 
in his or her contract value or in the Account would always be offered 
under the Contracts at a price determined on the basis of net asset 
value. Applicants assert recaptures of bonus credits result in a 
redemption of Golden American's interest in an owner's contract value 
or in the Account at a price determined on the basis of the Account's 
current net asset value and not at an inflated price. Moreover, the 
amount recaptured will always equal the amount that Golden American 
paid from its general account for the credits. Similarly, although 
owners are entitled to retain any investment gains attributable to the 
bonus credits, the amount of such gains would always be computed at a 
price determined on the basis of net asset value.
    9. Applicants contend that the Rule 22c-1 should have no 
application to the bonus credit because neither of the harms that it 
was intended to address arise in connection with the proposed bonus 
credit provisions. Nonetheless, in order to avoid any uncertainty as to 
full compliance with the Act, Applicants seek an exemption from Rule 
22c-1.
    10. Applicants argue that even if the proposed bonus credit 
provisions would conflict with sections 2(a)(32) or 27(i)(2)(A) of the 
Act or Rule 22c-1 thereunder, the Commission should grant the 
exemptions that they request because the bonus credit provisions are 
generally very favorable and very beneficial for owners. The recapture 
provisions of the Contracts temper this benefit somewhat, but owners, 
unless they die, retain the ability to avoid the recapture. Although, 
there is a downside in declining markets to bonus credits if the owner 
dies or if the owner exercises his or her cancellation right during the 
``free look'' period or if the owner surrenders the Contract, the bonus 
credit provisions (including their dynamic elements) are fully 
disclosed in the prospectus for the Contracts. The recapture provisions 
do not, on balance, diminish the overall value of the bonus credit 
provisions.
    11. Applicants state that the Commission's authority under section 
6(c) of the Act to grant exemptions from various provisions of the Act 
and rules thereunder is broad enough to permit orders of exemption that 
cover classes of unidentified persons. Applicants request an order of 
the Commission that would exempt them, Golden American's successors in 
interest, Future Accounts and Future Underwriters from the provisions 
of sections 2(a)(32) and 27(i)(2)(A) of the Act and Rule 22c-1 
thereunder. Applicants submit that the exemption of these classes of 
persons is appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act because all of the potential members of the 
class could obtain the foregoing exemptions for themselves on the same 
basis as the Applicants, but only at a cost to each of them that is not 
justified by any public policy purpose. The requested exemptions would 
only extend to persons that in all material respects are the same as 
the Applicants. The Commission has previously granted exemptions to 
classes of similarly situated persons in various contexts and in a wide 
variety of circumstances, including class exemptions for recapturing 
bonus credits under variable annuity contracts.
    12. Applicants represent that Future Contracts will be 
substantially similar in all material respects to the Contracts and 
that each factual statement and representation about the bonus credit 
provisions of the Contracts will be equally true of Future Contracts. 
Applicants also represent that each material representation made by 
them about the Account and DSI will be equally true of Future Accounts 
and Future Underwriters, to the extent that such representations relate 
to the issues discussed in this Application. In particular, each Future 
Underwriter will be registered as a broker-dealer under the Securities 
Exchange Act of 1934 and be a NASD member.

Conclusion

    Applicants assert that the requested exemptions are necessary and 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policy and 
provisions of the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-27713 Filed 11-2-01; 8:45 am]
BILLING CODE 8010-01-M