Securities Exchange Act of 1934
Rule 10A-3

November 8, 2018

Response of the Office of International Corporate Finance
Division of Corporation Finance

Nicolas Grabar / Jonathan Mendes de Oliveira
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006

John C. Ericson / Grenfel Calheiros
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017

Dear Messrs. Grabar, Mendes de Oliveira, Ericson and Calheiros:

We are responding to your request dated October 30, 2018. Unless otherwise noted, terms used in this letter have the same meaning as in your request.

Based on the facts and representations in your letter, the Division's views are as follows. For purposes of Exchange Act Rule 10A-3(c)(3)(ii)(B), we concur in your view that, under the circumstances described in your letter, an audit committee with mixed composition at a dual-listed Brazilian foreign private issuer is "required under home country legal or listing requirements" to be composed of one or more members of the board of directors and one or more members that are not also members of the board of directors. In reaching this position, we note that you have relied on an opinion of law as to the legally binding nature of the provisions of an issuer's estatuto social (bylaws) and that your request is limited to dual-listed Brazilian foreign private issuers that:

• establish an audit committee that complies with the CVM Audit Committee Rule or the B3 Audit Committee Rule; and

• have an estatuto social that expressly requires that the audit committee consist of one or more persons who are members of the board of directors and one or more persons who are not members of the board of directors.

This position is based on the representations made to the Division in your request. Any different facts, representations or conditions might require the Division to reach a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2017/noridian-mutual-insurance-company-102418-2a1.htm