[Federal Register Volume 62, Number 202 (Monday, October 20, 1997)]
[Notices]
[Pages 54489-54493]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-27655]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. 22852; File No. 812-10534]
New England Life Insurance Co et al.; Notice of Application
October 10, 1997.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of application for an order under section 6(c) of the
Investment Company Act of 1940 (the ``Act'') granting relief from rule
6e-2(c)(1) and from certain provisions of the Act and rules thereunder
specified in paragraph (b) of rule 6e-2; and from sections 2(a)(32) and
27(i)(2)(A) of the Act and rules 6e-2(b)(12) and 22c-1 thereunder.
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SUMMARY OF APPLICATION: Applicants seek exemptive relief to the extent
necessary: (1) To permit them to offer and sell certain ``hybrid''
variable life insurance policies with modified scheduled premiums
(``Policies''); and (2) to permit certain other persons which may
become the principal underwriter for such Policies (``Future
Underwriters'') to offer and sell such Policies.
APPLICANTS: New England Life Insurance Company (``NELICO''), New
England Variable Life Separate Account (``Variable Account''), and New
England Securities Corporation (``New England Securities'').
FILING DATE: The application was filed on February 28, 1997 and amended
and restated on October 3, 1997.
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 should be received by the
Commission by 5:30 p.m. on November 4, 1997, 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 may request notification of a hearing by
writing to the Secretary of the Commission.
ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549; Applicants, c/o Marie C. Swift,
Esq., New England Life Insurance Company, 501 Boylston Street, Boston,
Massachusetts 02116.
FOR FURTHER INFORMATION CONTACT: Lorna MacLeod, Attorney, or Kevin
Kirchoff, Branch Chief, at (202) 942-0670, Office of Insurance
Products, Division of Investment Management.
SUPPLEMENTARY INFORMATION: Following is a summary of the application;
the complete application may be obtained for a fee from the SEC's
Public Reference Branch, 450 Fifth Street, N.W., Washington D.C. 20549
(tel. (202) 942-8090).
Applicants' Representations
1. NELICO is a Massachusetts stock life insurance company and is a
wholly owned subsidiary of Metropolitan Life Insurance Company
(``MetLife'').
2. The Variable Account was established as a separate investment
account of NELICO on January 31, 1983, under Delaware law, and became
subject to Massachusetts law when NELICO changed its domicile to
Massachusetts on August 30, 1996. The Variable Account is registered
under the Act as a unit investment trust. The Variable Account
currently consists of eighteen investment sub-accounts, each of which
invests its assets in a different portfolio of the New England Zenith
Fund (the ``Zenith Fund''), the Variable Insurance Products Fund (the
``VIP Fund''), and the Variable Insurance Products Fund II (the ``VIP
Fund II'').
3. New England Securities, which will act as the principal
underwriter for the Polices, is registered with the Commission as a
broker-dealer under the Securities Exchange Act of 1934 and is a member
of the National Association of Securities Dealers, Inc (``NASD'').
4. Scheduled premiums for the Policy are payable until the insured
reaches age 100. The scheduled premium amount depends on the face
amount of the Policy, the insured's age, sex (if the Policy is sex-
based), and underwriting class, the frequency of premium payments and
any rider benefit premiums. Scheduled premiums for substandard and
automatic issue classes reflect additional premiums that are charged
for Policies in those categories. If all scheduled premiums are paid
when due, the Policy will not lapse and will retain its minimum death
benefit guarantee, even if unfavorable investment experience has
reduced the cash value to zero.\1\
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\1\ A Policy may terminate when a Policy loan plus accrued
interest exceeds the Policy's cash value, less the applicable
Surrender Charge, on the next loan interest due date (or, if
greater, on the date the calculation is made). NELICO notifies the
Policy owner of such pending termination, and the Policy will
terminate 31 days thereafter unless NELICO has received sufficient
repayment to eliminate the excess Policy loan.
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5. The Policy also provides considerable flexibility with respect
to the timing and amount of premium payments. An owner of a Policy may
make unscheduled payments at any time that the Policy is in force on a
premium-paying basis (except any period during which scheduled premiums
are being waived pursuant to a waiver-of-premium rider), provided that
the unscheduled payment is at least $25 (or at least $10 for certain
Policies) and, if required by NELICO, the insured has submitted
evidence of insurability satisfactory to NELICO. In addition, NELICO's
consent is required if, in order to satisfy tax law requirements, the
payment would increase the Policy's death benefit by more than it would
increase the cash value. NELICO reserves the right to prohibit or limit
the amount of unscheduled payments under a Policy covering a
substandard risk insured or under an automatic issue Policy.
6. An owner of a Policy may plan to make a certain amount of
unscheduled payments, subject to NELICO's administrative procedures.
Each net unscheduled payment will be allocated to the same sub-accounts
as net scheduled premiums. At the owner's request, NELICO will include
the amount of any unscheduled payments, planned to be made on the
Policy anniversary, in the premium notice sent to the owner. However,
the owner is required to pay only the scheduled
[[Page 54490]]
premium in order to keep the Policy in force on a premium paying basis.
7. The amount of net scheduled premiums due is automatically
allocated to the Policy's sub-accounts, chosen by the Policy owner, on
each scheduled premium due date. A scheduled premium which is unpaid as
of its due date is in default, but the Policy provides a 31-day grace
period for the payment of each scheduled premium after the first. For
60 days after the due date of a premium in default, NELICO will not
impose the normal monthly administrative, minimum death benefit
guarantee and cost of insurance charges against a Policy's cash value.
If the scheduled premium in default is paid, these deductions will be
made retroactively. If the Policy is surrendered while the premium is
in default, the monthly deduction and a prorated cost of insurance
charge are deducted from surrender proceeds. If the insured dies during
the grace period and before the premium is paid, a prorated portion of
the unpaid scheduled premium, measured from its due date to the date of
death, will be deducted from the amount otherwise payable. As owner of
a Policy may choose among several lapse options, which may include
extended term insurance, fixed paid-up insurance or variable paid-up
insurance, subject to restrictions set forth in the Policy.
8. An owner of a Policy may also elect the Special Premium Option,
which permits an owner to skip one or more scheduled premium payments
after the first Policy year, subject to the following conditions.
NELICO will determine that payment of a scheduled premium that has not
been paid by the end of the grace period is not required if: (a) The
Policy's cash value on the premium due date (before NELICO advanced the
premium due) exceeds the Policy's ``tabular cash value'' on that date
by at least the amount of the scheduled premium due, including any
rider and substandard risk or automatic issue premiums due; and (b)
immediately after the Special Premium Option is exercised, the amount
of any Policy loan outstanding plus accrued interest will not exceed
the Policy's loan value.\2\
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\2\ The ``tabular cash value'' is a hypothetical value that is
used to determine the Option 2 death benefit, availability of the
Special Premium Option, and the amount of cash value available to be
withdrawn from the Policy. The ``tabular cash value'' is the value
the Policy would have if: (a) All scheduled premiums were paid when
due; (b) no unscheduled payments, partial surrenders, partial
withdrawals or loans were made; (c) the cash value in the Policy's
sub-accounts (and cash value in the fixed account) earned a 4.5%
annual net rate of return; and (d) the maximum guaranteed cost of
insurance rates and maximum levels of other Policy charges were
deducted.
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9. If NELICO permits nonpayment of a scheduled premium under the
Special Premium Option, NELICO will deduct from the Policy's cash
value, as of the premium due date, 91% of the portion of the annual
administrative charge and of any rider, substandard risk or automatic
issue premiums due on that date.
10. An owner of a Policy may also elect an automatic premium loan
option. Under this option, if a scheduled premium has not been paid by
the end of the grace period, the Policy's loan value will be used to
pay the scheduled premium. If an owner of a Policy has elected both the
Special Premium Option and the automatic premium loan provision, NELICO
will first determine whether the Special Premium Option can be used in
the event of nonpayment of a scheduled premium. If the Special Premium
Option conditions are not met, then NELICO will determine whether the
premium can be paid by means of an automatic premium loan.
11. The Policy provides for two alternate death benefit options.
The Option 1 death benefit is equal to the greater of: (a) The face
amount of the Policy; or (b) the Policy's cash value divided by the net
single premium per $1 of death benefit at the insured's attained age.
The alternative in (b), above, means that the death benefit will not be
less than the amount of insurance which could be purchased on that date
by a net single premium equal to the Policy's cash value, and is
designed to ensure that the Policy will satisfy Federal tax law
requirements.
12. The Option 2 death benefit is equal to the greater of: (a) The
face amount of the Policy plus any excess of the Policy's cash value
over its ``tabular cash value''; or (b) the Policy's cash value divided
by the net single premium per $1 of the death benefit at the insured's
attained age. The Policy does not provide for changes in death benefit
options.
13. Under either death benefit option, the death benefit is
guaranteed not to be less than the Policy's face amount, regardless of
the investment experience of the Policy's subaccounts, as long as
scheduled premiums have been paid in a timely manner or nonpayment has
been permitted in accordance with the terms of the Policy. However, if
Policy loans plus accrued interest exceed the Policy's cash value less
the surrender charge, the Policy may terminate even if all scheduled
premiums have been paid.
14. The Option 1 death benefit remains fixed in the amount
initially stated in the Policy as long as scheduled premiums are paid
(or need not be paid pursuant to the Special Premium Option), until the
death benefit is increased for Federal tax law purposes, described
below. The Option 2 death benefit varies daily with the net investment
experience of the Variable Account, but will never be less than the
amount initially stated in the Policy as long as scheduled premiums are
paid (or need not be paid pursuant to the Special Premium Option). In
order to qualify the Policy as life insurance for Federal tax law
purposes, the death benefit will be an amount, if greater than the
amount otherwise provided under Option 1 or Option 2, as appropriate,
equal to the Policy's cash value divided by the net single premium per
$1.00 of death benefit at the insured's attained age. Thus, the death
benefit under either Option 1 or Option 2 varies with investment
experience when the cash value is sufficiently large that the death
benefit is increased in order for the Policy to qualify as life
insurance for Federal tax law purposes.
15. NELICO permits (in states where it has been approved by the
state insurance department) a Policy owner to effect a reduction in the
Policy's face amount (without receiving a distribution of any of the
Policy's cash value) but not, without NELICO's consent, below NELICO's
minimum face amount requirements at issue. A reduction in face amount
will reduce the Policy's cash value by the amount of any applicable
Surrender Charge, will also reduce the scheduled premium level and
``tabular cash value,'' and may require a reduction in any related
rider benefits. Generally, the Policy's death benefit will also be
decreased. However, if the death benefit at the time of a face amount
reduction is determined by dividing the cash value by the net single
premium per dollar of death benefit, the death benefit will not be
decreased unless a Surrender Charge was deducted from the cash value in
connection with the face amount reduction.
16. NELICO deducts the following amounts from each scheduled
premium paid under a Policy to arrive at a basic scheduled premium: (a)
Charges for any supplementary benefits provided by rider; (b) any extra
premiums paid for a Policy in a substandard risk or automatic issue
class; and (c) an annual Policy administrative charge. NELICO does not
deduct any of these charges from unscheduled payments.
17. NELICO also deducts sales load (5.5%), state premium tax
(2.5%), and federal tax (1%) charges from each basic
[[Page 54491]]
scheduled and unscheduled premium payment made during the life of the
Policy.
18. NELICO deducts from a Policy's cash value, on the Policy date
and on the first day of each Policy month, a monthly deduction,
consisting of an administrative charge and a minimum death benefit
guarantee charge, and a charge for the cost of providing insurance
protection for the Policy month equal to the amount at risk multiplied
by the cost of insurance rate for that month. NELICO also charges the
sub-accounts of the Variable Account for mortality and expense risks,
at an annual rate of 0.60% (guaranteed not to exceed 0.90%) of the
value of each sub-account's assets attributable to the Policies; and
charges for investment advisory and other Fund expenses are deducted
from Fund assets and are indirectly borne by owners of Policies.
19. During the first eleven Policy years, NELICO deducts a charge
from a Policy's cash value upon a full or partial surrender, upon a
reduction in face amount, or upon lapse of the Policy (the ``Surrender
Charge''). The Surrender Charge is calculated as a percentage of basic
scheduled premiums, and will be applied to an amount equal to the total
annualized basic scheduled premiums for the Policy payable through the
Policy year in which total or partial surrender, lapse, or face amount
reduction occurs, up to a maximum of four annualized basic scheduled
premiums.
20. The Surrender Charge rate that applies in each Policy year is
indicated below:
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Policy year Percentage Applied to
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1 55.00 One annualized basic scheduled
premium.
2 55.00 Two annualized basic scheduled
premiums.
3 36.67 Three annualized basic
scheduled premiums.
4 27.50 Four annualized basic scheduled
premiums.
5* 26.25 Four annualized basic scheduled
premiums.
6* 25.00 Four annualized basic scheduled
premiums.
7* 20.00 Four annualized basic scheduled
premiums.
8* 15.00 Four annualized basic scheduled
premiums.
9* 10.00 Four annualized basic scheduled
premiums.
10* 5.00 Four annualized basic scheduled
premiums.
11* 0.00 Four annualized basic scheduled
premiums.
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*End of policy year.
21. For the first four Policy years the Surrender Charge rate that
applies in a particular year remains level throughout that year.
Beginning in the fifth Policy year, the Surrender Charge rate declines
on a monthly basis to the end of year rates shown in the table
above.\3\ The maximum dollar amount of the charge applies in Policy
years two through four. The dollar amount of the Surrender Charge is
also limited to an amount per $1,000 of a Policy's face amount. These
limits are:
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\3\ In all cases, the annualized premium amount to which the
Surrender Charge applies is calculated based on the premium payment
frequency in effect at the time. Therefore, if basic scheduled
premiums are being paid in quarterly installments rather than
annually at the time of a full or partial surrender, a reduction in
face amount or lapse of a Policy, the dollar amount of the Surrender
Charge may be higher because the dollar amount of an annual basic
scheduled premium is somewhat higher if it is paid in installments
rather than once a year.
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Policy year
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1 2 3 4 5 6 7 8 9 10 11
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Maximum surrender charge per $1,000
of face amount.................... $47 $44 $42 $39 $37 $35 $33 $31 $29 $27 $25
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22. In the case of a partial surrender or reduction in face amount,
the Surrender Charge is deducted from the Policy's cash value in an
amount proportional to the amount of the face amount surrender.
23. The Surrender Charge is deducted from the Policy's available
cash value, regardless of whether the cash value comes from scheduled
premiums, unscheduled payments or investment experience. If the
applicable Surrender Charge amount equals or exceeds the available cash
value, there will be no proceeds paid to the Policy owner upon
surrender or lapse. The Surrender Charge covers the following expenses:
developmental costs associated with the Policies (such as actuarial,
legal, systems and other overhead costs), underwriting, and marketing
and other distribution expenses.
Applicant's Legal Analysis
Definition of ``Variable Life Insurance Contract''
1. Rule 6c-3 grants exemptions from those provisions of the Act
that are specified in paragraph (b) of Rule 6e-2 (except for Sections 7
and 8(a)) to certain separate accounts of life insurance companies that
support variable life insurance policies. Specifically, the exemptions
provided by Rule 6c-3 are available only to separate accounts
registered under the Act whose assets are derived solely from the sale
of ``variable life insurance contracts'' that meet the definition set
forth in Rule 6e-2(c)(1), and from certain advances made by the
insurer. The term ``variable life insurance contract'' is defined by
Rule 6e-2(c)(1) to include only life insurance policies that provide a
death benefit and a cash surrender value, both of which vary to reflect
the investment experience of the separate account, and that guarantee
that the death benefit will not be less than an initial dollar amount
stated in the policy. Applicants request relief from the definition of
``variable life insurance contracts'' set forth in Rule 6e-2(c)(1)
because Applicants must rely on certain exemptive provisions in Rule
6e-2(b), as described below, in connection with the issuance and sale
of the Policies.
2. Applicants must avail themselves of certain relief provided by
Rule 6e-2(b), as set forth below, in order to issue, sell, and maintain
the Policies.\4\ Applicants request relief to the extent necessary to
permit reliance on the exemptions provided in each of the provisions of
Rule 6e-2 that are set forth below, in connection with the issuance and
sale of the Policies.
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\4\ Certain of the relief requested may not currently be
necessary in light of the structure of the Variable Account as a
``unit investment trust,'' but would become necessary if the
Variable Account were to be restructured as an open-end management
company in the future. The Policies permit such a restructuring.
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(a) Paragraph (b)(1)--Sales load is no longer subject to the
specific quantitative limits set forth in the Act, and rules
thereunder. It is nonetheless possible that the amount of ``sales
load'' imposed under the Policies would need
[[Page 54492]]
to be determined (for example, in connection with analyzing an exchange
offer involving the Policies; or analyzing variations in sales load
pursuant to Section 22(d) of the Act). Accordingly, Applicants seek
relief permitting them to rely on paragraph (b)(1) of Rule 6e-2.
(b) Paragraph (b)(3)--Relief is requested to permit the Variable
Account to rely on paragraph (b)(3)(ii) of Rule 6e-2 in order to effect
compliance with Section 8(b) of the Act (regarding the filing of a
registration statement with the Commission).
(c) Paragraph (b)(4)--Relief is requested to permit Applicants to
apply the eligibility restrictions of Section 9 of the Act in the
fashion contemplated by paragraph (b)(4).
(d) Paragraph (b)(5)--Relief is requested to permit Applicants to
rely on the exemptions provided from Section 13(a) of the Act relating
to the imposition by an insurance regulatory authority of certain
requirements on the investment policies of the Variable Account; and
disapproval by NELICO of changes in the investment policy of the
Variable Account initiated by contract owners, under circumstances
contemplated by and in accordance with the requirements of paragraph
(b)(5).
(e) Paragraph (b)(6)--Relief is requested to permit Applicants to
rely on the relief provided by paragraph (b)(15) of Rule 6e-2 (see
below), which in turn refers to the conditions of paragraph (b)(6).
(f) Paragraph (b)(7)--Relief is requested to permit Applicants to
rely on the exemptions provided from Section 15 (a), (b), and (c)
relating to an insurance regulatory authority disapproving advisory or
underwriting contracts; disapproval by NELICO of changes in the
principal underwriter for the Variable Account initiated by contract
holders; and disapproval by NELICO of changes in the investment adviser
to the Variable Account initiated by contract owners, under
circumstances contemplated by and in accordance with the requirements
of paragraph (b)(7).
(g) Paragraph (b)(8)--Relief is requested to permit Applicants to
rely on the exemptions provided from Section 16(a) relating to an
insurance regulatory authority disapproving or removing a member of the
board of directors of a separate account, under circumstances
contemplated by and in accordance with the replacements of paragraph
(b)(8).
(h) Paragraph (b)(9)--Relief is requested to permit Applicants to
rely on the exemptions provided from Section 17(f) in order to maintain
separate account assets in the custody of NELICO or an affiliate
thereof, in accordance with the requirements of paragraph (b)(9).
(i) Paragraph (b)(10)--Relief is requested to permit Applicants to
rely on the exemptions provided from Section 18(i) in order to provide
for variable contract owner voting as contemplated by and in accordance
with the requirements of paragraph (b)(10).
(j) Paragraph (b)(12)--Relief is requested to permit Applicants to
rely on the exemptions provided from Section 22(d), 22(e) and Rule 22c-
1 in connection with the issuance, transfer and redemption procedures
for the Policies, including premium processing, premium rate structure,
underwriting standards, and the benefit provided by the Policies, as
contemplated by and in accordance with the requirements of paragraph
(b)(12).
(k) Paragraph (b)(14)--Relief is requested to permit Applicants to
rely on the relief provided by paragraph (b)(15) of Rule 6e-2 (see
below), which in turn refers to the conditions of paragraph (b)(14).
(l) Paragraph (b)(15)--Relief is requested to permit Applicants to
rely on the exemptions provided from Section 9(a), and to facilitate
the voting by NELICO of shares of management investment companies held
by the Variable Account in disregard of contract owner instructions
under the circumstances contemplated by, and in accordance with the
requirements of, paragraph (b)(15). Relief is also requested to permit
Applicants to rely on the exemptions provided from Section 14(a),
15(a), 16(a), and 32(a)(2) in connection with any registered management
investment company established by NELICO in the future in connection
with the Policies, in accordance with the requirements of paragraph
(b)(15), and paragraphs (b)(5), (b)(7), (b)(8), and (b)(14) of Rule 6e-
2.
3. Applicants believe the Option 2 death benefit under the Policies
falls within the requirement that it ``vary to reflect the investment
experience of the separate account.'' Although the Option 2 death
benefit varies only when the Policy's cash value exceeds its ``tabular
cash value,'' it is analogous to more conventional scheduled premium
variable life insurance policies, which provide for death benefits that
increase when investment experience exceeds an assumed investment rate.
A policy under the Option 1 death benefit, however, will fail to
satisfy this requirement if the death benefit has not been otherwise
increased to satisfy Federal tax law requirements.
4. The Policies also contain other provisions, relating primarily
to the flexibility of premium payments, that are not specifically
addressed in Rule 6e-2. Applicants therefore request relief to the
extent necessary to permit reliance on the definition of ``variable
life insurance contract'' in Rule 6e-2(c)(1), and on the exemptions
provided in each of the provisions of paragraph (b) of Rule 6e-2 that
are set forth above, under the same terms and conditions applicable to
a separate account that satisfies the conditions set forth in Rule 6e-
2.
5. Applicants submit that the considerations that led the
commission to adopt Rules 6c-3 and 6e-2 apply equally to the Variable
Account and NELICO's Policy, and that the exemptions provided by these
rules should be granted to the Variable Account and to the other
Applicants on the terms specified in those rules, except to the extent
that further exemption from those terms is specifically requested
herein.
Redeemability
6. Section 27(i)(2)(A) of the Act provides that no registered
separate account funding variable insurance contracts or its sponsoring
insurance company shall sell such a contract unless it is a
``redeemable security.'' Section 2(a)(32) defines a ``redeemable
security'' as one entitling its holder to receive ``approximately his
proportionate share'' of the issuer's current net asset value upon
presentation to the issuer. Applicants request relief from the
requirement in Section 27 that the Policy be a ``redeemable security,''
and from the definition of ``redeemable security'' set forth in Section
2(a)(32), in connection with the issuance and sale of the Policies.
7. Rule 22c-1 requires that a Policy be redeemed at a price based
on the current net asset value of the Policy next computed after
receipt of the request for surrender. If the conditions of Rule 6e-
2(b)(12) are satisfied, paragraph (b)(12) provides certain exemptions
from Rule 22c-1. A contingent deferred charge such as the Surrender
Charge may, however, not be contemplated by Rule 6e-2(b)(12), and thus
may be deemed inconsistent with Rule 6e-2(b)(12), to the extent that
the charge can be viewed as causing a Policy to be redeemed at a price
based on less than the current net asset value that is next computed
after full or partial surrender of the Policy. Accordingly, Applicants
request relief from Rule 22c-1 and Rule 6e-2(b)(12),
[[Page 54493]]
to the extent necessary to permit the deduction of the Surrender Charge
on surrender, partial surrender, face amount reduction or lapse of a
Policy.
8. Although Section 2(a)(32) does not specifically contemplate the
imposition of a charge at the time of redemption, Applicants assert
that such charges are not necessarily inconsistent with the definition
of ``redeemable security.''
9. Applicants submit that although the deferred imposition of the
Surrender Charge (upon surrender or lapse) may not fall within the
historical pattern of all the provisions described in this Application,
that does not change the charge's essential nature. Moreover, the
proposed amendments to Rule 6e-2 would permit a sales charge to be
imposed on a contingent deferred basis. Contingent deferred charges are
also authorized by Rule 6e-3(T) for policies able to rely on that rule.
Therefore, Applicants submit that the Surrender Charge is consistent
with the principles and policies underlying the limitations in Section
2(a)(32), 22(c) and 27(i)(2)(A) of the Act and Rules 6e-2(b)(12) and
22c-1 thereunder.
Class Exemption for Future Underwriters
10. Applicants seek to have the relief they request extend to
underwriters that may, in the future, act as principal underwriters of
the Policies (``Future Underwriters''). Future Underwriters will be
members of the NASD.
11. Applicants represent that the terms of the relief requested
with respect to any Future Underwriters are consistent with the
standards set forth in Section 6(c) of the Act. Further, Applicants
state that, without the requested class relief, exemptive relief for
any Future Underwriter would have to be requested and obtained
separately. Applicants assert that such additional requests for
exemptive relief would present no issues under the Act not already
addressed herein. Applicants submit that their request for class
exemptions 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, and that an order of
the Commission including such class relief, should, therefore, be
granted.
Conclusion
For the reasons summarized above, Applicants assert that the
requested exemptions are appropriate in the public interest and
consistent with the protection of investors and 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. 97-27655 Filed 10-17-97; 8:45 am]
BILLING CODE 8010-01-M