|
Securities Act of 1933
|
Re: |
Fidelity Life Association |
Based on the facts presented, but without necessarily agreeing with your analysis, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that membership interests in Members Mutual are not securities within the meaning of the Securities Act or the Exchange Act, Fidelity Life causes its current and future policyholders to become members of Members Mutual in connection with and after the Reorganization without registration under the Securities Act or the Exchange Act. Capitalized terms have the same meanings you define in your letter.
In reaching this position, we particularly note that:
This position is based on the representations made to the Division in your letter. Different facts or conditions might require a different result. This response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.
Sincerely,
Kim McManus
Special Counsel
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/fidelity101806.htm
Home | Previous Page | Modified: 10/19/2006 |