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U.S. Securities and Exchange Commission

Investment Company Act of 1940 — Sections 7(a) and 7(b)
Life Partners Position Holder Trust and Life Partners IRA Partnership, LLC

December 2, 2016

Response of the Office of Chief Counsel
Division of Investment Management

Your letter, dated December 2, 2016, requests assurance that we would not recommend enforcement action to the Securities and Exchange Commission (“Commission”) under section 7(a) or 7(b) of the Investment Company Act of 1940 (“Act”) against Life Partners Position Holder Trust or Life Partners IRA Partnership, LLC if they do not register under the Act in reliance on the provision in sections 7(a) and 7(b) of the Act which states that those sections “shall not apply to transactions of an investment company which are merely incidental to its dissolution.”  Based on the facts and representations set forth in your letter, and without necessarily agreeing with your legal analysis, we are providing such assurance.  This response expresses our views on enforcement action only, and does not express any legal or interpretive conclusion on the issues presented.  Because our position is based upon the facts and representations made in your letter, any different facts or representations may require a different conclusion.[1]

Kieran G. Brown
Senior Counsel

[1] The Division of Investment Management generally permits third parties to rely on no-action or interpretive letters to the extent that the third party’s facts and circumstances are substantially similar to those described in the underlying request for a no-action or interpretive letter.  See Informal Guidance Program for Small Entities, Investment Company Act Release No. 22587 (Mar. 27, 1997), n. 20.  In light of the very fact-specific nature of the request in your letter, however, the position expressed in this letter applies only to Life Partners Position Holder Trust and Life Partners IRA Partnership, LLC, and no other entity may rely on this position.

Incoming Letter

The Incoming Letter is in Acrobat format.



Modified: 12/15/2016