Securities Act of 1933, - Section 5 and Rule 145
Investment Company Act of 1940 - Sections 8 and 11
CUNA Mutual Life Insurance Company, et al.

Based on the facts and representations in your letter dated December 27, 2007 and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission against CUNA Mutual Life Insurance Company ("CMLIC") and CUNA Mutual Insurance Society ("CMIS") under Section 5 of the Securities Act of 1933, as amended (the "1933 Act") and Rule 145 thereunder, or Sections 8 and 11 of the Investment Company Act of 1940, as amended (the "1940 Act"), if CMLIC transfers its two separate accounts CUNA Mutual Life Variable Account and CUNA Mutual Life Variable Annuity Account (the "Separate Accounts") to CMIS by operation of law in connection with the proposed merger of CMLIC into CMIS (the "Merger"). In addition, we would not recommend enforcement action to the Commission if: (1) the change in depositor of the Separate Accounts as a result of the Merger is effected though the filing of amendments to the registration statements for the Separate Accounts under the 1940 Act; and (2) new registration statements under the 1933 Act are filed by CMIS and the Separate Accounts to cover any securities issued after the Merger in connection with the variable life insurance contracts and variable annuity contracts funded by the Separate Accounts.

In addition, we would not recommend enforcement action to the Commission if, after consummation of the Merger, CMIS and the Separate Accounts continue to rely on the exemptive orders and no-action assurance identified, and to the extent described, in footnote 1 of your letter without filing amended or new applications for the same relief previously granted or a new request for the same no-action assurance.

Because our position is based on facts and representations in your letter, you should note that different facts or representations may require a different conclusion. Further, this response expresses the position of the Division on enforcement only, and does not purport to express any legal conclusions on the issues presented.

Sally Samuel
Senior Counsel

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/2007/
cunamutual122707.htm