SEC Division of Corporation Finance no-action letter: Deutsche Investment Management Americas, Inc., Deutsche Asset Management, Inc., and Scudder Distributors Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
September 28,2006
Mr. Christian J. Mixter
Morgan, Lewis & Bockius, LLP
11 Pennsylvania Avenue, NW
Washington, D.C. 20004
Re: Certain Directed Brokerage Programs- (File No. HO-10061) Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Mixter:
This is in response to your letter dated June 23,2006, written on behalf of Deutsche Investment Management Americas, Inc., Deutsche Asset Management, Inc., and DWS Scudder Distributors, Inc. (collectively "Companies"), and constituting an application for relief from the Companies being considered "ineligible issuers" under Rule 405(l)(vi) of the Securities Act of 1933 (Securities Act). The Companies each request relief from being considered an "ineligible issueryy under Rule 405(l)(vi), due to the entry on September 28,2006, of a Commission order (Order) pursuant to Sections 203(e) and 2030 of the Investment Advisers Act of 1940, Sections 9(b) and 9(f) of the Investment Company Act of 1940, and Section 15(b) of the Securities Exchange Act of 1934, naming the Companies as respondents. Based on the facts and representations in your letter, and assuming the Companies comply with the Order, the Commission, pursuant to delegated authority, has determined that the Companies have made a showing of good cause under Rule 405(2) and that the Companies will not be considered ineligible issuers by reason of the entry of the Order. Specifically, we determined under these facts and representations that the Companies have shown that the terms of the Order were agreed to in a settlement prior to December 1,2005. Accordingly, the relief described above from the Companies being ineligible issuers undei-'Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. Sincerely, Chief, Office of Enforcement Liaison Division of Corporation Finance