September 16, 1980

Dear Mr. ________:
This is in reply to your letter of September 5, 1980 and will confirm our telephone conversation of September 12, l980.
The certificates described in your letter do not constitute “securities,” as defined in Financial Code Section 690(c). Consequently, ________ is not required by Financial Code Section 69l to obtain a permit before offering or selling the certificates.
We are inclined to believe that ________ will continue to own the loans which are to be sold in the second sale, until the second sale is consummated. However, we are not in a position to express a definitive view without more detailed information.
If we may be of further assistance, please feel free to call.
Very truly yours,
Superintendent of Banks
Chief Counsel
cc: State Banking Department, Los Angeles

September 5, 1980

Superintendent of Banks
State of California
235 Montgomery Street, Suite 750
San Francisco, CA 94104
Dear Sir:

________, a state chartered bank and insured by the Federal Deposit Insurance Corporation, intends to enter in a transaction for the sale to and purchase by the ________ , a New York mutual savings bank, of certificates evidencing fractional divided interests in mortgage loans constituting a pool of conventional single family, fixed-rate mortgage loans having an aggregate unpaid principal balance of approximately $25,000,000, which mortgage loans were originated by ________. Such purchase and sale is intended to be through a private sale by ________ to the ________. Such transaction will be consummated in two sales, one in November, 1980, and the other in December, 1980. Because of the second sale, ________ will be holding a certificate evidencing a portion of its portfolio of such mortgage loans prior to sale and delivery to the ________.
Request is hereby made for an exemption pursuant to provisions of Financial Code Section 697 providing that the purchase and sale of such certificates do not require the permission of the Superintendent of Banks. [Please note that the following transaction is exempt from qualification pursuant to provisions of the California Corporate Securities Law (Corporations Code Section 25000 et seq.) and is exempt from registration pursuant to Sections 4(2) and 4(5) of the Federal Securities Act of 1933.]
If it is determined that this transaction is not so exempt, please advise me immediately so that ________ may submit an application for a permit to sell such certificates.
In addition, please confirm that the certificates held by ________ prior to sale and issuance to the ________ are, or evidence, assets of ________.
Very truly yours,

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