Securities Act of 1933
Schedule B

February 20, 2013

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, this Division would raise no objection if FMS-WM and the Federal Republic file with the Commission joint annual reports on Form 18-K under the Securities Exchange Act of 1934 and amendments to those annual reports on Form 18-K/A, and if FMS-WM and the Federal Republic incorporate by reference such filings into registration statements, including shelf registration statements, and related prospectuses filed with the Commission under the Securities Act of 1933, all as described in your letter.

Because this position is based on the representations made to the Division in your letter, it should be noted that different facts might require a different result. Further, this response only expresses this Division's position on enforcement action and does not express any legal conclusion on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/fms-wm-022013-schb.htm