Securities Act of 1933
Sections 2(a)(1) and 3(a)(2)

August 18, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division is unable to provide the requested no-action relief regarding the proposed offer and sale of bank depository instruments under the Program (as defined in your letter) without registration under the Securities Act of 1933 ("Securities Act") and the Securities Exchange Act of 1934 ("Exchange Act"). Regarding your representation that the Program does not involve the offer or sale of a security (as defined in Securities Act Section 2(a)(1)) separate from the bank depository instruments, we note that the provisions of Section 529 of the Internal Revenue Code create rights and obligations different from the bank depository instruments. We further note that a Program participant would not purchase interests issued by a public instrumentality of a State (within the meaning of Securities Act Section 3(a)(2)) such as a trust or fund authorized by the relevant State enabling legislation, but would invest directly in the bank depository instruments.

In light of this position, the Division of Investment Management has asked us to advise you that it is unable to provide the requested assurances that the Program is not an issuer of a security and thus is not an investment company under the Investment Company Act of 1940. Further, the Division of Trading and Markets has asked us to advise you that it is unable to provide the requested no-action relief regarding dealer registration under the Exchange Act.

This position is based on the representations made to the Divisions in your letter. Different facts or conditions might require a different result. This response expresses the Divisions' position on enforcement action only and does not express any legal conclusion on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.