Emeriti Consortium for Retirement Health Solutions No-Action Letter

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Section 5 of the Securities Act of 1933
Section 12(g) of the Securities Exchange Act of 1934
Section 7 of the Investment Company Act of 1940
McGUIREWCDDS
Office of the Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Office of the Chief Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Anne M. Krauskopf, Senior Special Counsel, Division of Corporation Finance Brian Murphy, Senior Counsel, Division of Investment Management Re: Emeriti Consortium for Retirement Health Solutions-Request for No-Action Relief in Respect of Section 5 of the Securities Act of 1933, as Amended,
Section 12(g) of the Securities Exchange Act of 1934, as Amended, and
Section 7 of the Investment Company Act of 1940, as Amended
Ladies and Gentlemen:
We are writing on behalf of our client, the Emeriti Consortium for Retirement Health Solutions (the "Consortium"), in connection with the offer and sale of Participation Interests (as defined below) in Employee-Contribution VEBAs (as defined below) which are established by Consortium member institutions under the Securities Act of 1933, as Amended (the "1933 Act"), the Securities Exchange Act of 1934, as Amended (the "Exchange Act") and the application of the Investment Company Act of 1940 (the "1940 Act") to the Employee-Contribution VEBAs. The Consortium offers a program (the "Program") which is a tax-advantaged method of providing retiree health benefits to former faculty, staff, administrators and employees ("participants'! of colleges, universities, and other higher education-related tax-exempt organizations (collectively hereinafter called "Colleges"). The Program was the subject 1 The Consortium participates in the Program as may The Andrew W. Mellon Foundation and The William and Flora Hewlett Foundation as major funding sources for the Consortium. The participation of other major national foundations committed to education and research is addressed at page 12.