SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

DIVISION OF

TRADING AND MARKETS

August 15, 2017

Victoria R. Westerhaus

Partner

Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, MO 64106

Re:

N.I.S. Financial Services. Inc. - Reliance on Exemption in Paragraph (k)(l) of

Rule 15c3-3

Dear Ms. Westerhaus:

This responds to your July 7, 2017 letter ("Letter") on behalf of N.I.S. Financial Services,

Inc. ("NIS"), in which you request written assurance that the staff of the Division of Trading and

Markets (the "Division") of the U.S. Securities and Exchange Commission ("Commission") ~.rill

not recommend enforcement action to the Commission under section 15(c) of the Securities

Exchange Act of 1934 ("Exchange Act") and Rule 15c3-3 thereunder ("Rule 15c3-3") if NIS

relies on the exemption in paragraph (k)(l) of Rule 15c3-3 to conduct its business.

You have made the following representations with respect to your request. NIS is a

broker-dealer and a member of the Financial Industry Regulatory Authority ("FINRA"). NIS has

an affiliate called Ozark National Life Insurance Company ("Ozark National Life") and both

entities are wholly owned subsidiaries of CNS Corporation. Ozark National Life is a life

insurance company incorporated under the insurance laws of Missouri on April 22, 1964. CNS

Corporation formed NIS for the purpose of processing mutual fund investments, which are

ancillary to Ozark National Life's life insurance product offerings. Since 1969, Ozark National

Life and NIS have sold products called "Balanced Programs," which are the coordinated sale of

whole life insurance policies and mutual funds. Ozark National Life underwrites the life

insurance policies v..rhile NIS sells the mutual fund investments of an unaffiliated mutual fund

company (the "Mutual Fund"). The life insurance agents of Ozark National Life who sell the

Balanced Programs are also Series 6 registered representatives of NIS. Clients who purchase the

Balanced Programs are advised that they are buying a modified whole life insurance policy and,

after the first policy year, making periodic investments in the tv1utua1 Fund. Ozark National Life

Ms. Victoria Westerhaus

August 15, 2017

Page 2 of 4

and NIS have offered 25 different Balanced Programs at various times between 1969 and the

present.

You represent that since the inception of the Balanced Programs, NIS has never been the

direct recipient of customer funds. 1 Instead, clients make two separate payments when

establishing a Balanced Program: one payment to Ozark National Life for the life insurance and

another payment to the Mutual Fund to establish the mutual fund account. Unless the client

makes special arrangements, this is the only amount that will be invested in the first year. In

subsequent years, clients make single payments to Ozark National Life, and Ozark National Life

remits the mutual fund portion of the payment to the Mutual Fund. Payments occur either by

check or Automated Clearing House ("ACH") fund transfer with Ozark National Life listed as

the designated payee.

Rule 15c3-3 requires broker-dealers that carry customer accounts to maintain physical

possession or control over customers' fully paid and excess margin securities, and to maintain a

reserve of funds or qualified securities in an account at a bank that is at least equal in value to the

net cash owed to customers. Pursuant to paragraph (k)(l) of Rule 15c3-3, a broker-dealer

registered with the Commission is exempted from the requirements of that rule provided that the

broker-dealer, among other things, limits its activities to certain mutual fund or life insurance

products, promptly transmits all customer funds and securities, and doesn't otherwise hold funds

or securities owed to customers. The Commission has interpreted the term "promptly transmits"

to require that "transmission or delivery is made no later than noon of the next business day after

the receipt of such funds or securities" and has interpreted the term "receipt" to mean the time at

which a check or other negotiable instrument is first received by a registered representative of a

broker-dealer.2 Consequently, in order to rely on an exemption from Rule 15c3-3 pursuant to

paragraph (k) of the rule, a broker-dealer must forward checks by noon of the next business day

following a registered representative's receipt of such payment, unless the purpose for holding

such payment is to complete the broker-dealer's account opening process in compliance with

applicable regulatory requirements, such as FINRA's "Know Your Customer" and "Suitability"

rules. 3

You represent that NIS cannot directly accept funds from Balanced Program customers because insurance

regulations require that payments for whole life insurance be made directly to Ozark National Life.

Furthermore, Ozark National Life and NIS have considered the possibility of requiring customers to make

separate payments for the mutual fund investments and for the whole life insurance, but have decided that it

would be very costly, burdensome, and time-consuming for the large number of customers who pay small

monthly premiums. Moreover, such a change in procedure would be disruptive to NIS's business and

would create an excessive administrative burden for the broker-dealer.

See 17 CFR 240. l 5c3-l(c)(9) and FINRA, Interpretations of Financial and Operational Rules. Rule l5c3­

3(k)(2)(ii)/015, available at http://www.finra.org/sites/default/files/sea-ru!e-l 5c3-3-interpretations.pdf

(definition of ''promptly transmit").

See Order Granting a Conditional Exemption to Broker-Dealers From Requirements in Rules l 5c3-1 and

15c3-3 Under The Securities Exchange Act of 1934 To Promptly Transmit Customer Checks For The

Purchase of Deferred Variable Annuity Contracts, Exchange Act Release No. 56376 (Sept. 7, 2007): letter

issued to }-iYUFE Securities LLC, by Mark .M. Attar, Senior Special Counsel, Division of Trading and

Markets, Commission, dated },farch 12, 2015: letter issued to MML investors Services, LLC, MetLifr

Ms. Victoria Westerhaus

August 15, 2017

Page 3 of 4

You represent that Ozark National Life, acting as processing agent of customer funds on

behalf of NIS, historically has not promptly transmitted customer funds to the Mutual Fund in

three distinct scenarios:

1. If required by the Mutual Fund, until such time as the customer's funds reached

the minimum investment balance, which is cunently $100;

2. Because of the large volume of returned checks and ACH payments, until such

time as a customer's check or ACH payment had been cleared through normal

banking cycles by the appropriate financial institution; and

3. Instances in which mutual fund transactions could not be processed due to the

removal ofNIS as the broker-dealer on the given customer's mutual fund account.

Ozark National Life records customer funds not promptly transmitted as funds held in suspense

on its books. 4 If a mutual fund transaction cannot be processed due to the removal ofNIS as the

broker-dealer on the mutual fund account, Ozark National Life refunds the money to the

customer with an explanation of such refund.

In addition, NIS maintains a "Special Account for the Exclusive Benefit of Customers of

N.LS. Financial Services, Inc." (a "special reserve account") with a balance of at least $700,000

(an amount that historically has been approximately $200,000 in excess of any balance held in

suspense by Ozark National Life) for the protection of customer funds that are not promptly

transmitted. Moreover, NIS intends to continually monitor its special reserve account balance to

ensure it maintains in the account an amount of funds equal to the amount of funds held in

suspense by Ozark National Life at any given time, together with an additional safety margin of

approximately $200,000 in excess of such funds held in suspense.

Based on your representations, the Division will not recommend enforcement action to

the Commission if NIS relies on the exemption in paragraph (k)(l) of Rule 15c3-3 while Ozark

National Life, acting as processing agent of customer funds on behalf ofNIS, does not promptly

transmit customer funds in the three instances set forth in the Letter. This position is conditioned

on the following. First, NIS must disclose to its Balanced Program customers that their funds

may be held by Ozark National Life until such time as the customer has accumulated the

minimum investment balance, if any, required by the Mutual Fund and until such time as the

customer's check or ACH payment has been cleared through normal banking cycles by the

Securities, Tnc., and Thrivent Investment Management, Inc., by Michael A. Macchiaroli, Associate

Director, Division ofTrnding and Markets, Commission, dated July 19, 20 I 6.

You represent that the Mutual Fund has temporarily waived the minimum contribution requirement and, as

an interim solution, Ozark National Life no longer vvaits for customer checks and ACH payments to clear

before it transmits funds. Consequently, Ozark National Life transmits customer funds to the Mutual Fund

on a daily basis and does not currently hold any funds in suspense.

Ms. Victoria Westerhaus

August 15, 2017

Page 4 of 4

appropriate financial institution. Second, upon notification from the Mutual Fund that customer

funds cannot be processed because a customer has removed NIS as the broker-dealer on the

mutual fund account, Ozark National Life must return the funds to the customer no later than

noon of the following business day with an explanation of such refund. Third, the special

reserve account that NIS maintains for the protection of customers who purchase Balanced

Programs must only contain cash and must hold an amount of funds equal to the funds held in

suspense at Ozark National Life plus a safety margin of approximately $200,000 in excess of

such funds held in suspense.

You should understand that this is a staff position with respect to enforcement only, and

does not purport to state any legal conclusions on this matter. The Division's position is

confined to the facts and representations as stated herein. Any material change in circumstances

may warrant a different conclusion and should be brought immediately to the Division's

attention. This position may be withdrawn or modified if the Division determines that such

action is necessary for the protection of investors, in the public interest, or otherwise in

furtherance of the securities laws.

Sincerely,

Michael A. Macchiaroli

Associate Director

Division of Trading and Markets

Victoria R. Westerhaus

816.69 1.2427 DIRECT

816.412.9363 DIRECT FAX

STINSON

LEONARD

STREET

vicki.westerhaus@stinson.com

July 7, 2017

1934 Act, Rule l5c3-3

Via Electronic Mail

Division of Trading and Markets

Securities and Exchange Commission

l00 F Street, NE

Washington, D.C. 20549

Attention: Mr. Michael A Macchiaroli

Re:

N.I.S. Financial Services, Inc.

Ladies and Gentlemen:

On behalf of our client, N.I.S. Financial Services, Inc. ("NIS"), we hereby request a

determination by the Staff of the Division of Trading and Markets ("TM Staff") that it will not

recommend enforcement action to the Securities and Exchange Commission (the

"Commission") if NIS conducts its broker-dealer business in the manner described below in

reliance upon subparagraph (k) ( l) of Rule l 5c3-3 of the Securities Exchange Act of 1934, as

amended (the "Exchange Act"), for broker-dealers. NIS requests this interpretation of Rule

l 5c3-3 and the exemption thereto under the Exchange Act from the Commission in order to

allow NIS to continue, with minimal disruption, its current mode of business operations.

I.

Statement of Facts

Ozark National Life Insurance Company ("Ozark National Life") was incorporated on

April 22, 1964, and received a Certificate of Authority on June 24, 1964, as a life insurance

company under the insurance laws of Missouri. Ozark National Life is a wholly owned

subsidiary of CNS Corporation. Ozark National Life sells life insurance products in 29 states. It

currently has approximately 191,000 insurance policies in force. The types of policies include,

among others, term life, whole life and cancer. NIS is a member of FINRA and is a wholly

owned subsidiary of CNS Corporation and a sister company of Ozark National Life. CNS

Corporation formed NIS for the purpose of processing mutual fund investments, which are

ancillary to Ozark National Life's life insurance product offerings.

Since 1969, Ozark National Life and NIS have sold products called "Balanced

Programs." Balanced Programs are the coordinated sale of whole life insurance and mutual

funds (Ozark National Life underwrites the life insurance policies, while NIS sells the mutual

fund investments). The life insurance agents of Ozark National Life who sell the Balanced

Programs are also Series 6 registered representatives of NIS. Ozark National Life and NIS have

offered 25 different Balanced Programs at various times between 1969 and the present.

Currently, Ozark National Life and NIS offer two Balanced Programs: Plan 287 (offered since

2016) and Plan 297 (offered since 2016).

STINSON.COM

1201 WALNUT STREET • KANSAS CITY, MO 64106

816.842.8600 MAIN • 816.691.3495 FAX

Division of Trading and Markets

July 7,2017

Page 2

Clients who purchase the Balanced Programs are advised that they are buying a

modified whole life insurance policy and, after the first policy year, making periodic

investments in a mutual fund. During the first year, all of the payments are applied as life

insurance premiums. After the first year, Ozark National Life forwards an amount equal to

approximately one-half of the basic premium to an unaffiliated mutual fund company for

investment in the client's mutual fund account as the client pays premiums on the policy.

The average Balanced Program payment on policies currently sold is $1,033.62 annually. As

such, the average monthly mutual fund investment is approximately $43.03.

Since 1969, NIS has operated under an established business model in which NIS was

never the direct recipient of client funds. Instead, all payments were made either to Ozark

National Life or directly to an unaffiliated mutual fund company (the "Mutual Fund").

When establishing a "Balanced Program," clients write two checks: one to Ozark

National Life for the life insurance and a separate check to the Mutual Fund to establish their

mutual fund account. Unless the client makes special arrangements, this is the only amount

that will be invested the first year. In subsequent years, clients make single payments to

Ozark National Life, and Ozark National Life remits the mutual fund portion of the payment to

the Mutual Fund. The Mutual Fund, in turn, directly provides the client with confirmation of

each mutual fund purchase. Besides "Balanced Programs," clients may also add "extra fund

billing" to their life insurance policies, and the payments are handled in the same manner.

Ozark National Life currently has approximately 135,000 Balanced Program life insurance

policies in force. Each month there are between 100,000 and 120,000 transactions which

occur either by check or Automated Clearing House ("ACH") funds transfer with Ozark

National Life as the designated payee. The number of transactions varies considerably

depending upon which "mode" of payment the client selected (annual, semi-annual,

quarterly or monthly). Of these monthly payments, 11,000 to 13,000 are made by check and

85,000 to 108,000 are made by ACH funds transfer. However, if a client wishes to perform a

retirement account roll-over or any other type of mutual fund investment, such customer

writes a check or sends an ACH payment directly to the Mutual Fund.

To facilitate this arrangement, customers sign a Balanced Program Proposal form

which states, in relevant part:

I hereby authorize and instruct Ozark National Life Insurance, until further

written notice to the contrary, to act as my agent and to remit to [name of

Mutual Fund custodian and agent], custodian and transfer agent for [name of

Mutual Fund], any monies in excess of any insurance premiums due. These

excess funds are to be remitted for the purchase of mutual fund shares for my

account at the market price at the time of receipt by [name of Mutual Fund

custodian and agent].

The same authorization was formerly memorialized on a form titled Authorization Form

until December of 2011. The former Authorization Form also included the following disclosure:

I understand that [name of Mutual Fund custodian and agent] will not

accept monies for my mutual fund account in amounts less than $50.00.1 I

The Mutual fund's current minimum amount is now $100.

DB03/0761285.0006/10299086.9 CRO9

Division of Trading and Markets

July 7, 2017

Page 3

authorize Ozark National Life Insurance to hold in suspense any monies to be

remitted to [name of Mutual Fund custodian and agent] until such time as

these monies amount to at least $50.00.

Additionally, because of the large volume of returned checks and ACH payments

(approximately 400 to 500 per month), Ozark National Life began the practice of not

remitting funds to the Mutual Fund until actual receipt of those funds (i.e., checks and ACH

payments clearing at the bank). Lastly, instances occurred where mutual fund transactions

could not be processed due to the removal of NIS as the broker/dealer on the given

customer's mutual fund account and therefore the trade could not be completed. In each

of these three situations, no immediate mutual fund purchase could occur, and the

transaction was recorded as customer funds being held in suspense on the books of Ozark

National Life.

During the course of a 2006 examination by the NASD, the NASD examiner noted this

suspense account balance as a failure by NIS to record a $1,243,416 liability related to the

customer funds being held in the suspense account, thus resulting in an overstatement of the

firm's net worth.

As noted above, Ozark National Life has operated in the manner described above

since the inception of the Balanced Program in 1969. Our client has attempted to determine

whether NIS or Ozark National Life had ever sought any exemption or authorization from the

Commission for the arrangement embodied in the Authorization. Former NIS and Ozark

officers and employees have stated that they believed the Balanced Program was

operating under an interpretation given to NIS verbally by a Commission reviewer more than

48 years ago. Unfortunately, our client has been unable to locate the name of the

Commission reviewer or any other documentary evidence of the interpretation, possibly

because not all records for Ozark National Life were retained through the various changes in

ownership during the last 48 years.

The reasons NIS cannot directly accept Balanced Program customer checks include:

•

Balanced Programs are the coordinated sale of whole life insurance and

mutual funds (Ozark National Life underwrites the life insurance policies, while NIS sells

the mutual fund investments). Clients who purchase the Balanced Programs are

advised that they are buying a modified whole life insurance policy and, after the first

policy year, making periodic investments in a mutual fund. During the first year, all of

the payments are applied as life insurance premiums. After the first year, Ozark

National Life forwards any monies in excess of the insurance premiums (designed to

be an amount equal to approximately one-half of the basic premium to an

unaffiliated mutual fund company) for investment in the client's mutual fund account

as the client pays premiums on the policy. Insurance regulations require that the

payments be made to Ozark National Life, rather than to NIS.

•

Ozark National Life and NIS have considered the possibility of separate

payments to NIS and to Ozark National Life but don't believe that is feasible because

Ozark National Life and NIS have a very large number of customers who pay very

small monthly premiums. It would be very costly, burdensome and time-consuming for

DB03/0761285.0006/10299086.9 CRO9

Division of Trading and Markets

July 7, 2017

Page 4

customers buying the Balanced Program to require separate checks or ACH

payments to each of Ozark National Life and NIS. Such a procedure would be

disruptive to the business and would create a tremendous administrative

burden. From a business efficiency standpoint, it is not feasible to require separate

checks or ACH payments to each of Ozark National Life and NIS. It would create an

excessive burden on NIS' business and, more importantly, on its numerous clients if it

now had to ask clients to send a separate check or ACH payment each month to

each of Ozark National Life and NIS.

Interim Steps Taken

In 2006, in order to diminish concerns regarding monies being held in suspense by

Ozark National Life, based on advice from NASD (now FINRA) representatives, our client

made the following interim changes to address this issue while it seeks clarification from the

Commission regarding Rule 15c3-3 and the exemption thereto:

1. Mutual Fund's $50 Minimum Contribution Requirement. Regarding those monies

held by Ozark National Life because of the Mutual Fund's minimum $50 contribution

requirement, the Mutual Fund has granted our client's request to temporarily waive

the $50 minimum contribution requirement. As an interim solution, Ozark is sweeping

all mutual fund suspense accounts and sending the money on a daily basis to each

Mutual Fund. The Mutual Fund, however, does not want to continue to waive the

minimum contribution requirement because of the administrative costs and burden of

sending transaction confirmations for very small mutual fund purchases.

2. Suspense for Returned Checks and ACH Payments. Ozark National Life is no longer

waiting for checks or ACH payments to clear before transmitting funds to the Mutual

Fund. NIS has made arrangements whereby the Mutual Fund will not permit

immediate redemptions so that NIS will have an opportunity to verify that a check or

ACH payment has cleared before a customer can redeem his or her shares. Again,

this is an interim arrangement. The suspense account consistently reflects a negative

balance due to the approximately 400 to 500 returned items per month (or $1,000 to

$4,000 per day in returned items). Additionally, while NIS has the ability to reverse

these returned item transactions with the Mutual Fund, NIS bears the market risk during

the time period from when the funds are invested until the transaction is reversed.

3. Suspense for Non-NIS Accounts. Ozark National Life is, and plans to continue,

promptly refunding, directly to the customer, all funds which are designated for

accounts which are not in good order (i.e., where no mutual fund account yet exists

or where a competing broker/dealer has taken over the account). Because NIS loses

all ability to monitor activity when another broker/dealer has taken over the account,

it is not appropriate to contribute to the fund account. Accordingly, because NIS is

obligated to refuse the trade, the money is promptly refunded to the customer with an

explanation of such refund.

DB03/0761285.0006/10299086.9 CRO9

Division of Trading and Markets

July 7, 2017

Page 5

4. Formation of (k)(2)(i) Account. In addition to the above actions, NIS currently

maintains a "Special Account for the Exclusive Benefit of Customers of N.I.S. Financial

Services, Inc." (a "(k)(2)(i) account") in accordance with Rule 15c3-3 of the Exchange

Act. NIS placed $700,000 in the (k)(2)(i) account for the protection of customers who

purchase Balanced Programs, which NIS deemed in good faith to be more than

adequate to cover any "intra-day" accumulation which might occur between the

daily sweeps of Ozark National Life's accounts to the Mutual Fund. Ozark National Life

does not transfer customer funds into the (k)(2)(i) account and instead promptly wires

such funds directly to the Mutual Fund.

Discussion and Analysis

Based upon the facts set forth above and on various interpretive letters with respect to

the term "promptly transmit" as defined in Rule 15c3-3, it is our opinion that NIS should be

able to operate pursuant to subparagraph (k)(1) of Rule 15c3-3 if NIS conducts its business

subject to the following conditions: (1) Ozark National Life, acting as a processing agent for

NIS, would collect and promptly transmit customer funds to the Mutual Fund (with the

exception of three distinct scenarios, as discussed below); (2) NIS would maintain its (k)(2)(i)

account and continually monitor its (k)(2)(i) account balance to ensure it maintains the

amount of funds held in suspense by Ozark National Life at any given time, together with an

additional safety margin of approximately $200,000 in excess of such funds held in suspense;

and (3) NIS would be responsible for the following securities-related activities: opening

accounts, imaging and processing orders and setting up and maintaining customer files.

Discussion of "Promptly Transmit"

In general, the term "promptly transmit" as used in paragraph (k) of Rule 15c3-3 has

interpreted

to require a broker-dealer to transmit customers' property by noon of the

been

next business day after receipt or by noon of the next business day after settlement day,

whichever is later. See Midwest Stock Exchange no-action letter dated July 14, 1975.

However, NIS desires to permit Ozark to temporarily hold money in suspense for three

purposes: (1) until clearance of a customer's check or ACH payment; (2) if required by the

Mutual Funds, until the customer accumulates the current $100 minimum investment

balance; or (3) instances in which mutual fund transactions cannot be processed due to the

removal of NIS as the broker/dealer on the given customer's mutual fund account, at which

time the money would be promptly refunded to the customer with an explanation of such

refund.

The Commission has recognized the validity of holding a customer's property until such

time as the customer's check has cleared through normal banking cycles. See National

Bank of North America no-action letter dated June 1, 1977 (the Commission agreed that it

would raise no question if a broker-dealer operating pursuant to subparagraph (k)(2)(i) of

Rule 15c3-3 held, or had its agent hold, customer's fully-paid negotiable securities until such

time as the customer's check received in payment for such security has cleared, provided

that the customer is notified that such securities will be delivered upon the clearance of the

check received in payment). NIS would like Ozark National Life to continue to hold customer

DB03/0761285.0006/10299086.9 C109

Division of Trading and Markets

July 7, 2017

Page 6

funds until the customer's check or ACH payment has cleared. In accordance with the

National Bank of North America no-action letter, we believe NIS and Ozark National Life can

hold a customer's check until it has cleared, so long as the customer is notified that his or her

check or ACH payment will be held until it has cleared through normal banking cycles. With

respect to future clients buying the Balanced Program, NIS would expand the Authorization

described above to state that the customer's check or ACH payment will be held until such

funds have cleared through normal banking cycles and then will be transferred to the Mutual

Funds to purchase the mutual fund portion of the customer's Balanced Program, subject to

the minimum investment requirement discussed below.

Second, Ozark National Life would hold customer funds until a customer accumulates

the current $100 minimum investment amount. We believe this is a novel issue which, to our

knowledge, has not been addressed by the SEC. However, because any minimum

investment amount would be outside the control of NIS and because the money would be

held in Ozark National Life's account (which will be protected by a balance of at least

$700,000 in the NIS (k)(2)(i) account, an amount that historically has been approximately

$200,000 in excess of any balance held by Ozark National Life), we believe that the benefits

to investors outweigh the potential risks if Ozark National Life is allowed to hold customer

funds for the purpose of accumulating the $100 minimum investment contribution, so long as

customers are notified that such funds will be held until the minimum contribution

requirement is accumulated, as reflected in a form of Authorization substantially similar to the

one set forth above. NIS will continually monitor its (k)(2)(i) account balance and will ensure

that it always has sufficient funds to cover the amount being held by Ozark National Life, and

will also include in the (k)(2)(i) account a balance of approximately $200,000 in addition to

the amount being held in suspense by Ozark National Life at any given time.

Responsibilities of NIS

As a registered broker-dealer, NIS is responsible for the following securities-related

activities: opening accounts, recording and processing customer orders and setting up and

maintaining customer files. Customer funds that are sent to Ozark National Life, as processing

agent for NIS, simultaneously are entered on the blotters of NIS. As a result, as soon as money

is received by Ozark National Life, it can be traced to the appropriate client though the NIS

system.

Because NIS is a subscription firm, however, it does not enter customer orders, clear

transactions, carry customer accounts, distribute order confirmations after each payment is

posted or distribute quarterly statements to customers. Instead, the Mutual Fund handles all

such functions, including distributing order confirmations after it posts each customer

payment and distributing quarterly statements to customers. NIS has an immediate record of

such confirmations and statements through the Mutual Fund's Vision system, and every

broker dealer and registered representative receive electronic copies on an annual basis.

NIS currently discloses and will continue to disclose to its customers that NIS, and not

Ozark National Life, is offering the Mutual Funds, and that the customer's intended

investment amount is not covered by the Securities Investor Protection Corporation while it is

in the possession of Ozark National Life.

DB03/0761285.0006/10299086.9 CRO9

Division of Trading and Markets

July 7,2017

Page 7

III.

Request for No-Action Relief

We believe the interests of the approximately 135,000 Balanced Program customers of

Ozark National Life and NIS would be best served by a favorable consideration of the

requests contained in this letter. Based upon the foregoing facts and analysis, we

respectfully request that the TM Staff advise us that it will not recommend to the Commission

that any enforcement action be taken if NIS conducts its broker-dealer business in the

manner described above in reliance upon the exemption under subparagraph (k)(1) of Rule

15c3-3 of the Exchange Act for broker-dealers.

Please do not hesitate to contact me at 816-691-2427 or vicki.westerhaus@stinson.com

with any comments, questions or requests for additional information regarding the foregoing.

In addition, if the TM Staff believes it may not agree with the conclusions expressed in this

letter, we request the opportunity to confer with them prior to a written response to this letter.

Please acknowledge receipt of this letter on the enclosed copy hereof and return the same

to the undersigned in the enclosed self-addressed,stamped envelope.

Best regards,

STINSON LEONARD STREET LLP

Victoria R. Westerhaus

VRW/pm

cc:

N.I.S. Financial Services, Inc.

DB03/0761285.0006/10299086.9 CRO9