Credit Suisse Securities (USA) LLC
Eleven Madison Avenue,
New York, N.Y. 10010-3629
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Jefferies LLC
520 Madison Avenue
New York, NY 10022
December 10, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Fidelity & Guaranty Life |
Registration Statement on Form S-1
Registration File No. 333-190880
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of Fidelity & Guaranty Life (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 PM Eastern Time on December 12, 2013, or as soon thereafter as practicable. The undersigned, as the representatives of the several Underwriters, confirm that they are aware of their obligations under the Act.
Pursuant to Rule 460 under the Act, we, as representatives of the several Underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated December 3, 2013:
| (i) | Dates of distribution: December 3, 2013 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 10 |
| (iii) | Number of prospectuses furnished to investors: approximately 5,574 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 80 |
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES LLC JEFFERIES LLC
Acting severally on behalf of themselves and the several Underwriters | ||
| By: | CREDIT SUISSE SECURITIES (USA) LLC | |
| By: | /s/ Jeffrey S. Lebovitz | |
| Name: | Jeffrey S. Lebovitz | |
| Title: | Managing Director | |
| By: | J.P. MORGAN SECURITIES LLC | |
| By: | /s/ Ray Craig | |
| Name: | Ray Craig | |
| Title: | Managing Director | |
| By: | JEFFERIES LLC | |
| By: | /s/ Martin Dolan | |
| Name: | Martin Dolan | |
| Title: | Managing Director | |
[Signature Page to Underwriters’ Acceleration Request]
