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

December 11, 2019

Response of the Office of Chief Counsel
Division of Corporation Finance

Re:       Jewelers Mutual Insurance Company
Incoming letter dated November 11, 2019

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that membership interests in the Mutual Holding Company are not securities within the meaning of the Securities Act or the Exchange Act, JMIC causes current and future policyholders of JMIC and JM Specialty to become members of the Mutual Holding Company in connection with and after the Reorganization without registration under the Exchange Act.  Capitalized terms have the same meanings as defined in your letter.

In reaching this position, we particularly note that:

• the Reorganization will be effected under Wisconsin law permitting the formation of mutual insurance holding companies by mutual insurance companies;
• with the Reorganization, policyholders of JMIC and JM Specialty will automatically become members of the Mutual Holding Company;  
• membership interests in the Mutual Holding Company will be substantially the same as membership interests in JMIC, will not be transferable and will be extinguished once a member is no longer a policyholder;
• the Mutual Holding Company will not pay dividends or make other distributions or payments of income or profits to members, except to policyholders of JMIC in the event of a dissolution or demutualization or as otherwise approved by the Wisconsin Commissioner;
• the Reorganization was subject to approval by the Wisconsin Commissioner after notice to policyholders and a public hearing where policyholders were entitled to appear;
• the Wisconsin Commissioner approved the Reorganization after finding that it was fair and equitable to JMIC’s policyholders; and
• the Mutual Holding Company will be subject to oversight by the Wisconsin Commissioner in its conduct toward members comparable to the oversight governing JMIC, JM Specialty and their respective members.

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.  We express no views as to registration under Section 5 of the Securities Act or exemptions from registration in connection with the policyholder vote to approve the Plan.  Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.

Sincerely,

Kasey L. Robinson
Special Counsel