August 19, 2002

Jonathan G. Katz, Secretary
Securities and Exchange Commission 450 Fifth Street, N.W.
Washington DC 20549-0609

RE: Certification of Disclosure in Public Companies' Quarterly and Annual Reports;

File No. S-7-07-02

The American Council of Life Insurers appreciates the opportunity to share its views on proposed rules requiring certification of disclosure in public companies' quarterly and annual reports.1 The American Council of Life Insurers is a national trade association with 399 members which represent 75% of the total assets of all legal reserve life insurance companies in the United States, and which account for 75% of the annuity business and 76% of the life insurance business in the United States.

Many of our member companies manufacture and distribute variable annuities and variable life insurance. Life insurers register variable contracts, and the separate accounts funding them, under the Securities Act of 1933 and the Investment Company Act of 1940, respectively. Most variable contract separate accounts registered under the 1940 Act are organized as Unit Investment Trusts and are currently subject to integrated registration Forms N-4 for variable annuities, and N-6 for variable life insurance. We are, therefore, very interested in the SEC's invitation of comment concerning extension of the certification proposals to registered investment companies organized as Unit Investment Trusts.

Administrative and Legislative Background

On June 14, 2002, the SEC proposed rules that required, among other things, principal executive and financial officers to make a specified certification about the integrity of financial statements and controls. The proposal governed public companies required by Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 to file periodic reports with the SEC, including Forms 10-Q and 10-K, 10-KSB, and 8-K. The proposed rules would require a company to maintain procedures to provide reasonable assurance that the company is able to collect, process and disclose the information required in the company's annual and quarterly reports. The SEC's June 14, 2002 rule proposals did not apply to any investment companies, including variable contract separate accounts.

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On July 30, 2002, President Bush signed the Sarbanes-Oxley Act of 2002 into law, which applied to a broader group of companies. Section 302 in the Act instructs the SEC to adopt by August 29, 2002, for every company which files periodic reports pursuant to Sections 13(a) or 15(d), rules which require the principal executive officer and principal financial officer-but not a non-executive chairperson-to make certain certifications in each annual or quarterly report which is "filed or submitted" with or to the SEC.

The "Section 302 certification" includes certain qualifications for knowledge and materiality and includes certain statements about internal controls. The Section 302 certification must provide that: