In accordance with your request during our telephone conversation yesterday, I have enclosed a copy of the request for a no-action letter which was submitted to Neal S. McCoy, Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission on August 21, 1973, by our firm on behalf of Municipal Issuers Service Corporation and the insurance companies which comprise Municipal Bond Insurance Association; and a copy of the no-action letter which was issued on September 28, 1973, in response to our firm's request.

I would be very pleased to provide you with whatever additional information you may require for your consideration of the above referenced legislation and I am looking forward to stopping in to see you when I am in Washington on Thursday, April 22, and Friday, April 23.

Please give me a call if you have any questions.

SECURITIES AND EXCHANGE COMMISSICH

WASHINGTON, D.C. 20319

SEP 2 S 1973

Gregory duBois Ervin, Esq.

Ruck Rock Colun Campbell Garfinkle & Woodward 600 Wooden Tower

Omaha, Nebraska 68102

Re: Municipal Issuers Service Corporation

Doar Mr. Erwin:

This is in reference to your letter of August 21, 1973 regarding the applicability of the registration requirements of the Securities Act of 1933, as amended, ("Securities Act") to the proposed issuance by MISC of policies to insure the payment of principal and interest on ebligations, the interest on which is exempt from federal income taxation under Section 103(a)(1) of the Internal Revenue Couc of 1954 (unicipal Obligations").

On the basis of the facts presented, this Division will not recommend any action to the Commission if the subject insurance is cold without compliance with the registration requirements of the Securities Act in reliance upon your opinion as counsel that the securities are exempt under Section 3(a)(3) thereof.

Attention: Neal S. McCoy, Chief Counsel
Division of Corporation Finance

Gentlemen:

Request for "No Action" Letter

-Municipal Issuers Service Corporation
Municipal Bond Insurance Association

We are counsel to Municipal Issuers Service Corporation ("MISC"). We are submitting this request on behalf of MISC and on behalf of The Aetna Casualty and Surety Company, Aetna Insurance Company, St. Paul Fire and Marine Insurance Company and United States Fire Insurance Company, as members of Municipal Bond Insurance Association (the "Association"). Both MISC and the Association will be described in further detail herein.

The purpose of this letter is to request advice regarding the applicability of the Securities Act of 1933, as amended (the "Act"), to the offer and sale to the general

public of tax-exempt municipal obligations of the type referred to in Section 103 (a) (1) of the Internal Revenue Code of 1954, as amended, which municipal obligations have been insured as to the payment of the principal and interest under an insurance policy issued by the members through the Association and sold by MISC as its exclusive representative. Specifically, the Division is requested to advise whether it would recommend any action to the Commission if municipal obligations so insured were offered and sold to the general public without registration under the Act in reliance upon our opinion as counsel that no registration is required because the municipal obligations are exempt securities under Section 3 (a) (2) of the Act and the insurance is exempt under Section 3(a) (8) of the Act.

For your information in considering this request, we' are submitting the following Exhibits:

MISC was incorporated under the New York General Corporation Law on July 22, 1971, and is licensed as an agent for fidelity and surety insurance in the State of New York. The Association is a voluntary, nonprofit, unincorporated association of insurers organized under the New York General Associations Law, and will be duly qualified to conduct business as a joint underwriting association in the State of New York. The members of the Association are all duly qualified to conduct business as insurance companies in all fifty states and the District of Columbia.

The Association's sole purpose is to engage in the business of providing guaranty insurance against financial loss by reason of the non-payment of the principal of and interest on municipal obligations when due. MISC will act through the Management Agreement (Exhibit 4) as the general manager and exclusive representative of the Association, except that the underwriting activities will be performed in conjunction with a committee of the members. MISC will have the power to bind the insurance companies which are members of the Association, with their approval, on a several, but not a joint, basis.

In general, the business to be engaged in by MISC and the Association is similar to the business conducted by American Municipal Bond Assurance Corporation, which has been previously considered by the Division of Corporation Finance in a letter dated June 16, 1972 (CCH Fed. Sec. L. Rep. 178,924) in which the Division advised that it would not recommend any action if the insurance on municipal obligations were sold without compliance with the registration requirements of the Act.

Our opinion that no registration is required under the Act of either the municipal obligations or the insurance is based upon the following factual representations: