Investment Company Act of 1940 - Section 3(c)(11)
Lear Corporation Retirement Savings Plan Trusts

March 16, 2007

Your letter dated March 15, 2007, requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission ("Commission") under section 7 of the Investment Company Act of 1940 ("1940 Act") against the Lear Corporation Retirement Savings Plan Trust-Salaried Plan and the Lear Corporation Retirement Savings Plan Trust-Hourly Plan (collectively, the "Trusts") if the Trusts do not register as investment companies under the 1940 Act. As explained more fully in your letter, the Trusts, for a limited period of time, may not be excepted under section 3(c)(11) of the 1940 Act from the definition of "investment company."

You argue that your request for no-action relief presents facts and circumstances that are substantially similar to those that we addressed in Honeywell International Inc. Savings Plan Trust (pub. avail. Oct. 8, 2002), except that IAC¹ is a U.S. corporation. Based on the facts and representations in your letter, we would not recommend enforcement action to the Commission against the Trusts under Section 7 of the 1940 Act if, during the Transition Period, the Trusts do not register as investment companies. In taking this position, we note in particular that: (1) the interests of the IAC Participants, separate from any interests of the other Plan participants, will be protected after the Closing Date by the IAC Fiduciary; and (2) the Transition Period will be as short as practicable.²

Sara Crovitz
Senior Counsel

Endnotes

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¹ Defined terms have the same meanings set forth in your letter.

² See, e.g., rule 3a-2 under the 1940 Act (providing, in effect, a one year safe harbor under certain circumstances to an issuer that otherwise meets the definition of investment company).

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/2007/
learcorp031607-3c11.htm