SEC Division of Investment Management staff letter: Lear Corporation Retirement Savings Plan Trusts

Winston & Strawn LLP requests that the SEC staff not recommend enforcement action against the Lear Corporation Retirement Savings Plan Trusts for temporarily accepting contributions from IAC Participants during a five-to-seven-month transition period following the spin-off of Lear's North American Interior Systems Division. The firm argues that although the Trusts would technically lose their Section 3(c)(11) exemption by holding assets from a non-member employer, the limited duration and small asset proportion (approximately 1%) justify non-enforcement. The request relies on precedents such as the Honeywell no-action letter and the policy rationale behind Rule 3a-2, while noting that fiduciary protections for IAC Participants will be maintained through the appointment of an IAC Fiduciary.

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WINSTON & STUWN LLP

43 RUE DU RHONE 35 WEST WACKER DRIVE 200 PARK AVENUE 1204 GENEVA, SWITZERLAND CHICAGO, ILLINOIS 60601-9703 NEW YORK, NEW YORK 10166-4193 BUCKLERSBURY HOUSE 21 AVENUE VICTOR HUGO 3 QUEEN VICTORIASTREET 751 16 PARIS, FRANCE LONDON, EC4N 8NH FACSIMILE (312) 558-5700 101 CALIFORNIA STREET 333 SOUTH GRAND AVENUE SAN FRANCISCO, CALIFORNIA 941 11-5894 LOS ANGELES. CALIFORNIA 90071-1543 www.winston.com 1700 K STREET. N.W. WASHINGTON. D.C. 20006-3817 MARK S. WEISBERG (312)558-8070 March 15,2007 mweisberg @winston.com BY E-MAIL AND FEDERAL EXPRESS U.S. Securities and Exchange Commission -

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