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

August 21, 2020

Response of the Office of Chief Counsel
Division of Corporation Finance

Re:       Oak Harbor Reinsurance Company
Incoming letter dated July 7, 2020

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that the operation of the Program does not involve the offering of a “security” within the meaning of the Securities Act or the Exchange Act, the Program is operated as described in your letter without registration under the Securities Act or the Exchange 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.

Sincerely,

Kasey L. Robinson
Special Counsel