SEC Division of Corporation Finance no-action letter: Global Development Co-operative

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C. Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 USA Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom Tel +44 (0)20 3088 0000 Fax +44 (0)20 3088 0088 Our ref AMK/PPPP/0095206-0000012 ICM:13252313.13 October 10, 2011 Ladies and Gentlemen, Request for No-Action Letter
Section 2(a)(1) and Section 5 of the
Securities Act of 1933, as amended
We represent Co-operative Group Limited, an industrial and providential society organized under the laws of England and Wales, and certain of its United Kingdom subsidiaries (together, "CGL"). CGL, together with the International Co-operative Alliance (the "ICA"), a corporate body organized under the laws of Switzerland, is proposing to establish a new non-profit entity (the "Global Development Co-operative" or "GDC"), which will be a company limited by guarantee organized under the laws of England and Wales that will provide low-cost term loans to existing cooperatives around the world to fund capital investment projects in developing countries that would otherwise not proceed due to the lack of available commercial finance. To accomplish this philanthropic goal, GDC intends to raise funds by selling interest-free loan notes (the "Notes") to philanthropic endowments, cooperatives and development agencies worldwide. GDC will in turn use the funds raised from the issuance of the Notes to support its low-cost loan program. On behalf of our client, we request that the Division of Corporation Finance advise us that it will not recommend to the United States Securities and Exchange Commission (the "Commission") that it take any enforcement action against GDC if, in the circumstances described herein, offers and sales of the Notes are made without being registered pursuant to Section 5 of the United States Securities Act of 1933, as amended (the "Securities Act"). For the reasons set forth below, it is our opinion that the Notes are not "securities" within the meaning of the Securities Act.

1. BACKGROUND
   The United Nations has designated 2012 the "International Year of Cooperatives". G.A. Res. 64/136, ¶ 2, U.N. Doc. A/RES/64/136 (Dec. 18, 2009). Cooperatives are "autonomous association[s] of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly￾owned and democratically-controlled enterprise". International Co-operative Alliance Statutes art. 6, available at http://www.ica.coop/ica/2009-ica-statutes.pdf. Cooperatives help reduce poverty, create employment opportunities and promote social integration in developing countries. G.A. Res. 64/136 at ¶ 6.