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Securities Act of 1933
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Re: |
American Family Mutual Insurance Company |
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, AFMIC causes current and future policyholders of AFMIC and the Designated Subsidiaries, to become members of 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:
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,
Jacqueline Kaufman
Attorney-Adviser
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2016/american-family-mutual-insurance-company-120616-2a1.htm
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