Securities Act of 1933
Section 2(a)(1)

April 1, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel that the offering and issuance of Membership Interests does not constitute the offer or sale of a security as defined in Section 2(a)(1) of the Securities Act of 1933, East Isles Reinsurance Ltd. offers and sells the Membership Interests without registration under the Securities Act.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
eastisles040109-2a1.htm