SEC Division of Investment Management staff letter: ABA Retirement Funds

SIDLEY AUSTIN LLP BEIJING LOS ANGELES SIDELUEYI ONE SOUTH DEARBORN STREET BOSTON NEW YORK CHICAGO, IL 60603 BRUSSELS PALO ALTO (312) 853 7000 CHICAGO SAN FRANCISCO (312) 853 7036 FAX DALLAS SHANGHAI FRANKFURT SINGAPORE GENEVA SYDNEY HONG KONG TOKYO HOUSTON WASHINGTON, D.C. LONDON rferencz@sidley.com (312) 853 7682 FOUNDED 1866 100 F Street, N.E. Washington, D.C. 20549 Attention: Douglas J. Scheidt, Esq. Chief Counsel and Associate Director Re: ABA Retirement Funds; American Bar Association Members/ Northern Trust Collective Trust Dear Mr. Scheidt:
On behalf of the ABA Retirement Funds (the "ABA RF") and the American Bar Association Members/Northern Trust Collective Trust (the "Program's Collective Trust"), we respectfully request that the Staff of the Division of Investment Management of the Securities and Exchange Commission (the "Commission") affirm that it will not recommend enforcement action to the Commission against the ABA RF or the Program's Collective Trust under section 5 of the Securities Act of 1933 ("1933 Act") if the Program's Collective Trust files a post-effective Registration Statement on Form S-1 to remove the units of beneficial interest in the Program's Collective Trust from registration under the 1933 Act, and thereafter ceases to register such interests under the 1933 Act. It is our opinion, as set forth below, that the ABA RF, as sponsor of the ABA RF Program (the "Program"), is an entity described in paragraph (a)(3)(ii)(A) of Rule 180 promulgated under the 1933 Act. Accordingly, as set forth below, we believe that the Program's Collective Trust can rely on Rule 180 in connection with the issuance of units of beneficial interests therein to all employee benefit plans that currently invest in the Program's Collective Trust as well as all employee benefit plans that in the future adopt the Program and thereupon invest in the Program's Collective Trust.