[Federal Register Volume 67, Number 217 (Friday, November 8, 2002)]
[Notices]
[Pages 68213-68217]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-28484]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-25792; File No. 812-12875]


Allstate Life Insurance Company, et al.; Notice of Application

November 4, 2002.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of application for an amended order under Section 6(c) 
of the Investment Company Act of 1940, as amended (``Act'') granting 
exemptions from the provisions of Sections 2(a)(231) and 27(i)(2)(A) of 
the Act and Rule 22c-1 thereunder.

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Applicants: Allstate Life Insurance Company (``Allstate''), Allstate 
Life Insurance Company of New York (``Allstate Life of New York''), 
Glenbrook Life & Annuity Company (``Glenbrook''), Lincoln Benefit Life 
Company (``Lincoln Benefit''), Northbrook Life Insurance Company 
(``Northbrook,'' together with Allstate, Allstate Life of New York, 
Glenbrook and Lincoln Benefit, the ``Life Companies''), Allstate Life 
Insurance Company Separate Account A (``Allstate Separate Account A''), 
and Allstate Distributors, L.L.C., (``Allstate Distributors'') 
(collectively, the ``Applicants'').
Summary of Application: Applicants seek an order to amend an Existing 
Order (described below) to grant exemptions from the provisions of 
Sections 2(a)(32) and 27(i)(2)(A) of the Act and Rule 22c-1 thereunder 
to the extent necessary to permit Applicants to recapture certain 
bonuses applied to contributions made under (a) certain amended 
deferred variable annuity contracts an certificates, described herein, 
including certain amended certificate data pages and endorsements, that 
Allstate will issue in the future through Allstate Separate Account A 
(the ``Amended Contracts''), and (b) under contracts and certificates, 
including certain certificate data pages and endorsements, that the 
Life Companies may issue in the future through any separate account of 
the Life Companies (``Future Account'') and that are substantially 
similar in all material respects to the Amended Contracts (``Future 
Contracts''). Applicants also request that the order being sought 
extend to the Allstate LifeContracts,'' ``Future Contracts'' 
(hereinafter ``Future Contracts Covered by the Existing Order''), and 
``Affiliated Broker-Dealers'' as defined in the application for the 
Existing Order (``Prior Application'') which definitions are described 
below, and to broker-dealers who are not affiliated with the Life 
Companies (``Unaffiliated Broker-Dealers'').

Filing Date: The application (``Application'') was filed on August 28, 
2002.

Hearing or Notification of Hearing: An order granting the Application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Secretary of the 
Commission and serving Applicants with a copy of the request, 
personally or by mail. Hearing requests must be received by the 
Commission by 5:30 p.m. on December 4, 2002, and should be accompanied 
by proof of service on Applicants in the form of an affidavit or, for 
lawyers, a certificate of service. Hearing requests should state the 
nature of the requester's interest, the reason for the request, and the 
issues contested. Persons who wish to be notified of a hearing may 
request notification by writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, NW., Washington, DC 20549-0609. Applicants, Angela King, Esq., 
Assistant Counsel, Allstate Life Insurance Company, 3100 Sanders Road, 
Northbrook, Illinois 60062; with a copy to Richard T. Choi, Esq., Foley 
& Lardner, 3000 K Street, NW, Suite 500, Washington, DC 20007.

FOR FURTHER INFORMATION CONTACT: Alison Toledo, Senior Counsel, or 
Lorna MacLeod, Branch Chief, Office of Insurance Products, Division of 
Investment Management, at (202) 942-0670.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
Application. The complete Application is available for a fee from the 
Public Reference Branch of the Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0102, (202) 942-8090.

Applicant's Representations

    1. On June 5, 2001, the Commission issued an order (``Existing 
Order'') \1\ exempting certain transactions of the Life Companies, the 
Existing Separate Accounts (defined below), Allstate Distributors, and 
ALFS, Inc. (``ALFS'') (collectively, the ``Prior Applicants''), from 
the provisions of Sections 2(a)(32) and 27(i)(2)(A) of the Act and Rule 
22c-1, thereunder. The Existing Order provides relief to the extent 
necessary to permit the recapture, under specified circumstances, of 
certain credits

[[Page 68214]]

(``Credits'') applied to contributions made under Contracts or Future 
Contracts Covered by the Existing Order (defined below).
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    \1\ Allstate Life Insurance Company, Investment Company Act 
Release No. 24998 (June 5, 2001)(File No. 812-12386).
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    2. As described in the Prior Application, Allstate, Allstate New 
York, Lincoln Benefit, and Northbrook are all stock life insurance 
companies organized under the law of Illinois, New York, Nebraska, and 
Illinois respectively. Glenbrook is a stock life insurance company 
organized under the laws of Illinois and redomesticated under the laws 
of Arizona in 1998.
    3. The Existing Order covers ``Contracts,'' which the Prior 
Application defines to mean certain deferred variable annuity contracts 
and certificates issued by Allstate, Lincoln Benefit, and Glenbrook 
(hereinafter, the ``Allstate Contracts, the ``Lincoln Benefit 
Contracts,'' and the ``Glenbrook Contracts,'' respectively). The 
Existing Order also covers ``Future Contracts covered by the Existing 
Order,'' which the Prior Application defines to mean certain other 
deferred variable annuity contracts and certificates that the Life 
Companies may issue in the future through the Existing Separate 
Accounts (defined below) or through other separate accounts that the 
Life Companies may establish in the future, and that are substantially 
similar in all material respects to the Contracts. The Existing Order 
also covers ``Affiliated Broker-Dealers,'' which, under the Prior 
Application, means any other NASD member broker-dealer controlling or 
controlled by, or under common control with, Allstate whether existing 
or created in the future, that serves as a distributor or principal 
underwriter for Contracts or Future Contracts Covered by the Existing 
Order.
    4. The Existing Separate Accounts covered by the Existing Order 
include: Allstate Separate Account A, Allstate Life Insurance Company 
of New York Separate Account A (``ALNY Separate Account''), Glenbrook 
Life & Annuity Company Variable Annuity Account, Glenbrook Life Multi-
Manager Variable Account, Glenbrook Life & Annuity Company Separate 
Account A (``Glenbrook Separate Account A''), Glenbrook Scudder 
Variable Account (A), and Lincoln Benefit Life Variable Annuity Account 
(``Lincoln Separate Account'') (collectively, the ``Existing Separate 
Accounts''). Glenbrook Life & Annuity Company Variable Annuity Account, 
Glenbrook Life Multi-Manager Variable Account, Glenbrook Separate 
Account A, and Glenbrook Scudder Variable Account (A) are hereinafter 
referred to as the ``Glenbrook Separate Accounts.''
    5. Each of the Existing Separate Accounts is a segragated asset 
account of the corresponding Life Company that serves as its depositor, 
and each is registered with the Commission as unit investment trust 
under the 1940 Act. Each of the Existing Separate Accounts is divided 
into multiple subaccounts, each of which invests in shares of a 
corresponding portfolio (``Portfolio'') that serves as an investment 
option under Contracts issued through the separate account.
    6. As described in the Prior Application, Allstate Distributors and 
ALFS each serves as distributor of certain deferred variable annuity 
contracts, including certain Contracts, issued by the Life Companies 
through the Existing Separate Accounts. Each is registered with the 
Commission as a broker-dealer under the Securities Exchange Act of 1934 
(the ``1934 Act'') and is a member of the National Association of 
Securities Dealers, Inc. (``NASD''). The Contracts issued by Allstate 
are offered through registered representatives of broker-dealers that 
are registered under the 1934 Act and members of the NASD, and that 
have selling agreements with Allstate Distributors. The Contracts 
(other than the Contracts issued by Allstate) are offered through 
registered representatives of broker-dealers that are registered under 
the 1934 Act and members of the NASD, and that have selling agreements 
with ALFS.
    7. As described in the Prior Application, all of the Life 
Companies, Allstate Distributors, and ALFS are direct or indirect 
wholly-owned subsidiaries of Allstate Insurance Company.
    8. The variable portions of the Lincoln Benefit Contracts, 
Glenbrook Contracts, and Allstate Contracts are registered under the 
Securities Act of 1933 (the ``1933 Act''). The variable portions of the 
Future Contracts Covered by the Existing Order also will be registered 
under the 1933 Act. That portion of the assets of each Existing 
Separate Account that is equal to the reserves and other contract 
liabilities with respect to Contracts is not chargeable with 
liabilities arising out of any other business of the corresponding Life 
Company. Any income, gains or losses, realized or unrealized, from 
assets allocated to a Existing Separate Account will be, in accordance 
with such Account's Contracts, credited to or charged against such 
Existing Separate Account, without regard to other income, gains or 
losses of the corresponding Life Company.
    9. Under the Allstate Contracts, Glenbrook Contracts, and Lincoln 
Benefit Contracts, each time the relevant Life Company receives a 
purchase payment from an owner of such a Contract, it will add the 
applicable Credit to the owner's contract value, and will allocate the 
Credit among the available Portfolios according to the allocation 
instructions in effect for the purchase payments. Each Life Company 
will fund Credits from its general account assets.
    10. Under the Allstate Contracts and Lincoln Benefit Contracts, the 
Credit is equal to 4% of the purchase payment amount. Under the 
Glenbrook Contracts, there are two credit options available as follows:
    a. Under option 1, Glenbrook will add to the owner's contract value 
a Credit equal to 4% of the purchase payment amount.
    b. Under option 2, Glenbrook will add to the owner's contract value 
a Credit equal to 2% of the purchase payment amount. In addition, on 
every 5th contract anniversary during the accumulation phase, Glenbrook 
will add to the owner's contract value a Credit equal to 2% of the 
owner's contract value as of such contract anniversary.
    11. The Allstate Contracts, Glenbrook Contracts, and Lincoln 
Benefit Contracts all provide for various surrender options, annuity 
benefits and annuity payout options, as well as transfer privileges 
among subaccounts, dollar cost averaging, and other features.
    12. The Allstate Contracts contain the following charges: (a) A 
withdrawal charge as a percentage of purchase payments surrendered, 
which is 8% in years one, two, and three, 7% in year four, 6% in year 
five, 5% in year six, 3% in year eight, and 9% thereafter; (b) a 
mortality and expense risk fee of 1.60% annually; and (c) a transfer 
fee of .50% of the amount transferred on transfers in excess of twelve 
within a calendar year. (The Allstate Contract does not assess an 
annual contract maintenance charge or annual administrative fee.)
    13. The Lincoln Benefit Contracts contain the following charges: 
(a) A contingent deferred sales charge as a percentage of purchase 
payments surrendered, which is 8% in year one, 7% in years two and 
three, 6% in years four and five, 5% in year six, 4% in year seven, 3% 
in year eight, and 0% thereafter; (b) a $35 annual administrative 
charge (which is waived if total purchase payments exceed $50,000); (c) 
a mortality and expense risk fee of 1.30% annually; (d) an 
administrative charge of 0.10% annually; and (e) a transfer fee of $10 
per transfer with certain exceptions, which currently is being waived.

[[Page 68215]]

    14. The Glenbrook Contracts contain the following charges: (a) A 
withdrawal charge as a percentage of purchase payment surrendered, 
which is 8% in year one and two, 7% in years three and four, 6% in year 
five, 5% in year six, 4% in year seven, 3% in year eight, and 0% 
thereafter; (b) a $35 annual administrative charge (which is waived if 
total purchase payments exceed $50,000); (c) a mortality and expense 
risk fee of 1.40% annually; and (d) a transfer fee of $10 on transfers 
in excess of twelve in any Contract year, which currently is being 
waived.
    15. Under the Allstate Contracts, Glenbrook Contracts and Lincoln 
Benefit Contracts, each Life Company also deducts any applicable state 
or local premium taxes up to 4.0%, depending on the owner's state of 
residence or the state in which the Contract was sold. In addition, 
assets invested in the subaccounts are charged with the operating 
expenses of the Portfolios.
    16. The Existing Order provides exemptive relief to the extent 
necessary to permit the recapture of Credits if an Allstate Contract is 
returned during the free look period.
    17. Applicants believe that the Allstate Contracts covered by the 
Existing Order and the Amended Contracts are substantially similar in 
all material respects relevant to the Existing Order and that the 
Amended Contracts would constitute Future Contracts covered by the 
Existing Order. Nevertheless, Applicants are filing the Application to 
avoid any uncertainty that may arise as a result of the following 
differences between the Allstate Contracts and the Amended Contracts:

(a) Separate Account Charges

    Allstate Contracts have a mortality and expense risk charge at the 
annual rate of 1.60% and no administrative expense charge. Amended 
Contracts have a lower mortality and expense risk charge at the annual 
rate of 1.40%, and an administrative expense charge of 0.19%. Allstate 
reserves the right to raise the administrative expense charge to 0.35%. 
However, Allstate will not increase the charge for a Contract once it 
issues a Contract.

(b) Death Benefit Options and Death Benefit Charges

    Allstate Contracts offer a basic death benefit including a 
``maximum anniversary value'' death benefit at no additional charge, 
and an ``enhanced beneficiary protection option'' for an additional 
morality and expense risk charge at the annual rate of 0.15%. Amended 
Contracts offer a basic death benefit. The Amended Contracts also offer 
the following optional death benefits for the following additional 
mortality and expense risk charges:

MAV Death Benefit Option..................  0.15% (up to 0.30% for
                                             Options added in the
                                             future).
Enhanced Beneficiary Protection Option....  0.15% (up to 0.30% for
                                             Options added in the
                                             future).
Earnings Protection Death Benefit Option    0.25% (up to 0.35% for
 (issue age 0-70).                           Options added in the
                                             future).
Earnings Protection Death Benefit Option    0.40% (up to 0.50% for
 (issue age 71-79).                          Options added in the
                                             future).
Spousal Protection Benefit Option.........  0.00% (up to 0.15% for
                                             Options added in the
                                             future).
 

(c) Income Benefit

    Allstate Contracts offer nine income plans to receive payments. 
Amended Contracts offer seven income plans to receive income payments, 
and allow owners to modify the length and frequency of income payments 
during the payout phase. Allstate Contracts offer a Retirement Income 
Guarantee (``RIG'') Rider for a rider fee at the annual rate of 0.05% 
of the income base in effect on each Contract anniversary, and a second 
RIG Rider for a rider fee at the annual rate of 0.30% of the income 
base in effect on each Contract anniversary. Amended Contracts offer 
different RIG options with different charges. Amended Contracts offer a 
RIG Option for a rider fee at the annual rate of 0.25% (up to 0.50% for 
Options added in the future) of the income base in effect on a Contract 
anniversary, and a second RIG Option for an additional rider fee at the 
annual rate of 0.45% (up to 0.75% for Options added in the future) of 
the income base in effect on a Contract anniversary. Amended Contracts 
also offer an Income Protection Benefit Option for a charge of 0.50% 
(up to 0.75% for Options added in the future) of the average daily net 
separate account assets supporting the variable income payments to 
which the Income Protection Benefit Option applies. The charge for the 
Income Protection Benefit Option applies during the payout phase.

(d) Contract Maintenance Charge

    Allstate Contracts do not impose a contract maintenance fee. 
Amended Contracts have an annual contract maintenance fee of $30 
(deducted from account value on each contract anniversary, or upon full 
surrender). The charge is waived once total purchase payments equal 
$50,000 or more, or if all money is allocated to the fixed account.

(e) Transfer Charges

    Under Allstate Contracts Allstate may assess a charge on transfers 
among investment options equal to 0.50% of the amount transferred. The 
charge applies to transfers in excess of 12 in a contract year. The 
charge is currently waived. Under Amended Contracts Allstate may assess 
a charge on transfers among investment options equal to 1.00% (up to 
2.00% in the future) of the amount transferred. The charge applies to 
transfers in excess of 12 in a contract year.

(f) Contract Withdrawal Charge

    Allstate Contracts and Amended Contracts impose a withdrawal charge 
equal to a percentage of contributions determined by the contract year 
in which such contributions are withdrawn as follows:

                                             Complete Years Since Allstate Received Payment Being Withdrawn
                                                                      [In percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     0           1           2           3           4           5          6           7          8+
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Charge (Allstate Contracts)...................         8           8           8           7           6           5            4         3            0
Charge (Amended Contracts)....................         8.5         8.5         8.5         7.5         6.5         5.5          4         2.5          0
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Allstate Contracts offer an annual ``free withdrawal amount'' equal 
to 15% of purchase payments. Amended Contracts offer an annual ``free 
withdrawal amount'' equal to 15% of all purchase payments that are 
subject to a

[[Page 68216]]

withdrawal charge as of the beginning of that contract year, plus 15% 
of the purchase payments added to the contract during the contract 
year.\2\
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    \2\ The free withdrawal amount applicable to Charitable 
Remainder Trusts is described in the prospectus for the Amended 
Contracts (File No. 333-96115).
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(g) Fixed Investment Options

    Allstate Contracts offer a standard fixed account option. Amended 
Contracts offer a standard fixed account option, a dollar cost 
averaging fixed account option, and a market value adjusted fixed 
account option.

(h) Minimum Purchase Payments

    Allstate Contracts require a minimum initial purchase payment of 
$500 for qualified contracts. Amended Contracts require a minimum 
initial purchase payment of $2,000 for qualified contracts. Subsequent 
purchase payments must be at least $500 for all Allstate Contracts. 
Subsequent purchase payments must be at least $1,000 for all Amended 
Contracts.

(i) Change of Annuitant

    Allstate Contracts permit a new annuitant to be named upon the 
death of the current annuitant. Amended Contracts do not permit a 
change of annuitant.

(j) Credits

    Allstate Contracts offer 4% Credits on purchase payments. Under 
Allstate Contracts, the oldest contract owner and oldest annuitant must 
be age 85 or younger on the date Allstate receives the completed 
application for the contract (``Application Date''). Amended Contracts 
offer credits of up to 5% (``5% Credits'') as follows:
    [sbull] 4% credits on purchase payments if the oldest contract 
owner and oldest annuitant are age 85 or younger on the Application 
Date,
    [sbull] 2% credits on purchase payments if the oldest contract 
owner or oldest annuitant is age 86 or older and both are 90 or younger 
on the Application Date,
    [sbull] an additional 0.5% credit on purchase payments if the 
cumulative purchase payments less cumulative withdrawals exceed 
$500,000, and
    [sbull] an additional 1% credit on purchase payments if the 
cumulative purchase payments less cumulative withdrawals exceed 
$1,000,000.
    18. Allstate Separate Account A will fund the variable benefits 
available under the Amended Contracts. Units of interest in Allstate 
Separate Account A under the Amended Contracts they fund will be 
registered under the 1933 Act. Allstate may issue Future Contracts 
through Allstate Separate Account A. Allstate also may issue Future 
Contracts through Future Accounts.
    19. That portion of the assets of Allstate Separate Account A that 
is equal to the reserves and other Amended Contract liabilities with 
respect to Allstate Separate Account A is not chargeable with 
liabilities arising out of any other business of Allstate. Any income, 
gains or losses, realized or unrealized, from assets allocated to 
Allstate Separate Account A are, in accordance with Allstate Separate 
Account A's Amended Contracts, credited to or charged against Allstate 
Separate Account A, without regard to other income, gains or losses of 
Allstate. The same will be true of any Future Account of the Life 
Companies.
    20. Allstate will recapture the 5% Credit if the owner returns the 
Amended Contract for a refund during the free look period applicable 
under state law. Allstate will not seek to recapture 5% Credits under 
Amended Contracts under any other circumstance.
    21. The free look period is the period during which an owner may 
return an Amended Contract after it has been delivered and received a 
full refund of the contract value, less any 5% Credits. No other 
charges will apply to the refund, but the owner bears the investment 
risk from the time of purchase until he or she returns the Amended 
Contract. The owner also will bear any expenses charged with respect to 
the credit amount incurred prior to return of the Amended Contract, 
e.g., any mortality and expense risk charge. The refund amount may be 
more or less than the purchase payment the owner made, unless state 
insurance law requires that the full amount of the purchase payment be 
refunded.

Applicants' Legal Analysis

    1. Section 6(c) of the act authorizes the Commission to exempt any 
person, security or transaction, or any class or classes of persons, 
securities or transactions from the provisions of the Act and the rules 
promulgated thereunder 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 purposes fairly intended by the policy 
and provisions of the Act.
    2. Applicants submit that the recapture of 5% Credits under the 
Amended Contracts will not raise concerns under sections 2(a)(32) and 
27(i)(2)(A) of the Act, and Rule 22c-1 thereunder, for the same reasons 
given in support of the Existing order, namely:
    (a) It is not administratively feasible to track the 5% Credit 
amount in the subaccounts of Allstate Separate Account A. Accordingly, 
the asset-based charges applicable to the subaccounts will be assessed 
against the entire amounts held in the subaccounts, including the 5% 
Credit amount, during the ``free look'' period. As a result, during 
such period, the aggregate asset-based charges assessed against an 
owner's annuity account value will be higher than those that would be 
charged if the owner's contract value did not include the 5% Credit.
    (b) The 5% Credit recapture provisions of the Amended Contracts 
would not deprive an owner of his or her proportionate share of the 
issuer's current net assets. Applicants state that an owner's interest 
in the 5% Credit amount allocated to his or her contract value upon 
receipt of a purchase payment is not vested until the applicable free-
look period has expired without return of the Amended Contract. Until 
the free look period has expired and any 5% Credit amount is vested, 
Applicants submit that Allstate retains the right and interest in the 
5% Credit amount, although not in the earnings attributable to the 
amount. Thus, Applicants argue that when Allstate recaptures any 5% 
Credit, it is merely retrieving its own assets, and the owner has not 
been deprived of a proportionate share of Allstate Separate Account A's 
assets.
    (c) Permitting an owner to retain a 5% Credit under a contract upon 
the exercise of the free look period would not only be unfair, but 
would also encourage individuals to purchase an Amended Contract with 
no intention of keeping it, and simply to return it for a quick profit.
    (d) The 5% Credit will be attractive to and in the interest of 
investors because it will permit owners to put from 102% to 105% of 
their purchase payments to work for them in the selected subaccounts. 
In addition, the owner will retain any earnings attributable to the 5% 
Credit, as well as the principal amount of the 5% Credit if he or she 
does not cancel the Amended Contract.
    (e) The recapture of a 5% Credit does not involves either of the 
evils that Rule 22c-1 was intended to eliminate or reduce, namely: (a) 
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 or repurchase at a price above it, and 
(b) other unfair results including speculative trading practices. To 
effect a recapture of a 5% Credit, Allstate will redeem an owner's 
interest in a subaccount at a price determined on the basis of current 
net asset value

[[Page 68217]]

of the subaccount. The amount recaptured will equal the amount of the 
5% Credits paid out of its general account assets. Although the owner 
will be entitled to retain any investment gain attributable to the 5% 
Credit, the amount of such gain will be determined on the basis of the 
current net asset value of the relevant subaccounts. Thus, no dilution 
will occur upon the recapture of the 5% Credit. Also, the second harm 
that Rule 22c-1 was designed to address, namely, speculative trading 
practices calculated to take advantage of backward pricing, will not 
occur as a result of the recapture of the 5% Credit. However, to avoid 
any uncertainty as to full compliance with the Act, Applicants request 
an exemption from the provisions of Rule 22c-1 to the extent deemed 
necessary to permit the recapture of the 5% Credits under the Amended 
Contracts and Future Contracts.
    3. Applicants submit that their request for an order, which applies 
to any Future Contracts that are substantially similar in all material 
respects to the Amended Contracts described herein, to Contracts 
described herein, and Future Contracts Covered by the Existing Order, 
that are substantially similar in all material respects to the 
Contracts, is appropriate in the public interest. Applicants state that 
such an order would promote competitiveness in the viable annuity 
market by eliminating the need to file redundant exemptive applications 
in the future, thereby reducing administrative expenses and maximizing 
the efficient use of Applicants' resources, Applicants state that 
requiring them to file additional Applications would impair their 
ability effectively to take advantage of business opportunities as they 
arise, and that investors would not receive any benefit or additional 
protection by requiring Applicants to repeatedly seek exemptive relief 
that would present no issue under the Act that has not already been 
addressed in this Application.

Conclusion

    Applicants submit that their request for an order of exemption that 
applies to the recapture of bonus credits paid on the Amended Contracts 
described herein or Future Contracts that are substantially similar in 
all material respects to the Amended Contracts and underwritten or 
distributed by Allstate Distributors, Affiliated Broker-Dealers, or 
Unaffiliated Broker-Dealers, and to Future Accounts Covered by the 
Existing Order, Contracts and Future Contracts Covered by the Existing 
Order, is appropriate in the public interest for the reasons described 
above. Applicants submit, based on the ground summarized above, that 
their exemptive request meets the standards set out in section 6(c) of 
the Act, namely, that the exemptions requested are necessary or 
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, and that, therefore, the Commission should grant 
the requested order.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-28484 Filed 11-7-02; 8:45 am]
BILLING CODE 8010-01-M