SEC Division of Corporation Finance no-action letter: Feltl & Company, Inc.

~~~ ~,,,o excyay~F ~~ y UNITED STATES ~~ ~~ SECURITIES AND EXCHANGE COMMISSION
~''~Mxxx~~ WASHINGTON, D.C. 20549
THE CHAIRMAN
June 21, 2016
Robert J. Endicott
One Metropolitan Square
211 North Broadway, Suite 3600
St Louis, MO 63102-2750
Re: In the Matter of Feltl &Company, Inc.
Waivers of Disqualification under Rule 506(d)(2)(ii) of Regulation D and Rule 262(b)(2) of Regulation A Securities Exchange Act of 1934 Release No. 78114, June 21, 2016 Administrative Proceeding File No. 3-17306 Dear Mr. Endicott:
This letter responds to your letter dated June 20, 2016 ("Waiver Letter"), written on behalf of Feltl &Company, Inc. ("Feltl") and constituting an application for waivers of disqualification under Rule 506(d)(2)(ii).of Regulation D and Rule 262(b)(2) of Regulation A under the Securities Act of 1933. In the Waiver Letter, you requested relief from any disqualification that will arise as to Feltl under Rule 506 of Regulation D and Rule 262 of Regulation A under the Securities Act by virtue of the Commission's order entered June 21, 2016 in the Matter of Feltl &Company, Inc. pursuant to Sections 15(b), 15B(c)(2) and 21 C of the Securities Exchange Act of 1934, Release No. 78114 (the "Order"). Based on the facts and representations in the Waiver Letter and assuming Feltl complies with the Order, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, has determined that Feltl has made a showing of good cause under Rule 506(d)(2)(ii) of Regulation D and Rule 262(b)(2) of Regulation A that it is not necessary under the circumstances to deny reliance on Rule 506 of Regulation D or Regulation A by reason of the entry of the Order. Accordingly, the relief requested in the Waiver Letter regarding any disqualification that may arise as to Feltl under Rule 506 of Regulation D or Regulation A by reason of the entry of the Order is granted on the condition that it fully complies with the terms of the Order. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. Very truly yours, Sebastian Gomez Abero Chief, Office of Small Business Policy Division of Corporation Finance

B'~M~1 ~ ~ ~ ~ BRYAN CAVE L_P One Metropolitan Square. ZI I North Broadway, Suite 3600, St. Louis, h10 631 Q2-2750 ---ft'tt-F T: 3142592000 F:31425920Z0 bryancave.com ,1~1 V L Robert ~. I~.ndirnU rjcn~licotr(tiibn-anc;i~•e.mm VIA E-MAIL AND US MAIL Eon ~1h Choi Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 2Q549-3628 Re: Irr //~e Ma/Jer oj~Fel~l ~ Con~pai~p, Ins:; File No. I3-029(l~J; '~i~•cr Reciuest e~f and• ciisc~ualifications from relyvig on etemptions under Re~nilation .\end Rulc S()( of Rr~ulation ll Dear Ms. Choi:
Vile are writing on behalf of Feltl Lc C:~mpan}•, lnc. ("Feld") in cnrcri~m «•ith the anticiparec~ settlement with the Securities and 1?~change (:omtni~sie>n ("SEC" c>r "Commission") relating to In tfie Alutter o~.Pe!!/ ~ Com~u~rt~, Lr~: "1'he settlement ~~~i11 resi~lt in an Order lnstirt~riti~ :1dm.inistrltic and Cease-and-Desist Proceedings 1?ursunnt tc~ Sections 15(10, "I S13(b)(Z) at~d 21 C c>E du Securities Exchange r~ct of 1934, Making ]iinciiu~s, and ImPosin~ Remedial ~an~tic~ns end aCease-t~d-Desist Order ("Order") against Feld. On behalf of Feltl, eve hereb}' respectfull request, ~ur~u~nr tc> Mule 3G? cif 1Zc,~;ulatic~n .\ and Kole 506(d)(2)(u) of Regulariun D promulgated b~~ the C~,o~nnvssum under nc~ tircuritic~ .\ct of 1933, ns amended (the "Securities Act"), .vai~-ers of a~~~° disc~ualiticari~m~ ~~~irl~ esJ~ect tc~ ]~eltl from reling nn exemptions under Regulation ~1 and Rule 50( cif Re~ulatiou ll filar tnai~ be a}~j~licable a~ a result of the entry of the Order against F~eltl.

Eun 11,h Choi
June 20, 201 G
BACKGROUND
Feld has engaged its settlement discussions with tl~e I~i~•isiou ~>f I:nfrncemer iu cona~ectio rvirl~ the above-captioned administrative proceeding.:1s a result <~f thrse discutisic~ns, I~elrl i~as ~ubmitced an Offer of Settlement that l~eltl will agree tc:~ the (.)rdcr, which will be prescnrcd b~- rl~c sr~ff ro the Commission. Feld is a Minnesota corporation that is a registered broker-dealer ursuat~t rr> tiection 15(b) of the Securities Exchange pct of 1934, ~s emended (the `Bxehange Act"), sind ;~ nwnici~al securities dealer and a municipal securities broker as defined in ~e.ctions 3(a)(;iU) aid 3(x)(31) of the I tichange ~1ct, The Order will at7se out of proceedings im~olin~ the sale c.>f i~<>tl~ ncm-in~-estinent grade (or "junk") bonds and ur~ated bonds by Feltl to customers in amounts belc:v thr muiin~um denc~ininarions of the issues, Rule G-15(~ promulgated b tl~e Municipal Securities Kuletnaking Fic.~ard ("MSRB") prohibits dealers from effecting cusTomer transactions in municipll securities i~~ amounts below the iniiumum denomination of the issue. Miiumum dcnominat.ions arc genrrallti• intcndc.d ro limit sales of municipal securities to retail investors for whom such bonds rna~~ not be st.~itable, bur the proscriprio~3s of Rule G-15(fl apply to all transactions with customers, regardless cif ~vhethe.r the securities are sLutable fc~r the customer. The Order will find that, Uerivecn Nc~~ ember 3O'l2 Ind i~iarch 2014, Fclrl viollted MSRB Rule G-15(fl b}J executing 43 sales transactions in three different band series with customers in amounts below the minimum denominatioxis oC those three issues. "I'hr Order will also find that Feld violated MSRB Rule G-17 bj~ failing to disclose to these customers, at c>r prig to the time of their trades, the fact that the bonds hid minimum denoiivnatic>ns, and to explain l~o~v this could affect the liquidity of their positions in the bonds. Tuiall~-, tl~e Order -ill rind char l~c:ltl ~•iolated I~ISRB Rule G￾27 by failing to adopt, maintain and enforce written supe~.-~•isor~- procedures rcasonabl~- dcsi~,nied to ensure compliance with I~I~RB Rule G-15(~. The purpose of MSRB Rule CT-75(~ is to ensure n~unicil~al seci.iririe~ dclers c~bscn-e the nunuutn denominations stated in the official documents of muicip;~l securities issues. Municipal securities issues maj~ provide a "minimum dexiomi~iation" laier rl~az~ rlle »ctnal X5,0()0 par due. t~ issuers' concerns that the securities maj~ not be appro~riare fc~r thc>sr retail an~•estors ~vhc> would be likely to purchase securities in relatively small amounts. Nc>n-inGresttnenr ~;r:►dc bonds present substantial risks to retail investors, including liquiditt~ risk (i e., 115k tI11t Al] 111"Ctil'(>1 lvil.l nr.>t be able tc> sell a bond quickly and at au efficient price), 1S \Nell 1S CYCC~lt llti~i Of reef IStiL1EY ~tlCj lIl[C.l'C•st rate risk. in addition, the market for non-investment grade bonds is constricted b~~ the fact that mane
nninicipll bond muhial funds axe prohibited by their prospectuses from purchasing ne>n-inestme.nt grade bonds.. Bonds without credit ratings are in some respects coml~ai~able tc~ noii-ins°estment grade bonds. Unrated bonds tend to be offered b small issuers and ~y~c n'l~icall~~ thiuh~ n~lded. '1'l~ere are other risks associated with each of these types of bonds. r1s noted ui more detail in the Older during the time period of f~eltPs c~»iduct, "~r~he I~ISRB shad) interpreted [MSRB Rule C,T-17] to mean, amoixg other things, that dealers arc rcqui~:ed to disclose, at or

dun ~h Choi
June 20,2()16 before the sale of municipal securities to a customer,all material facts couccrning the transaction, including a complete description ofthe security." ~cirarions c~mirted)"1'l~e NItiRB leas hirtlier stated:
"[r1]n3~ time a dealer is sellzng to a customer a quantih~ o£tnunici~al aecw-iries below the minimum denomination for the issue,the dealer should consider this rc> b~ a mlterial fact about the trinsaction. The MSRB believes that a dealer's failure to disclose such a material fact to the customer,and to explain hoty this could affect the Iiytudit~~ ofthe customers ositicm, ~euer111~• -ould constitute a violation ofthe dealer's dutp under 1~ISRB Rule G-17 t~> discic~sr all m~tcri;~l Facts about the transaction to the customer." [citations omitted) Customers who purchased the 2014Pueito Ricc.> Bonds,2O13 1~1kc~t~ Cc~unt~• Cllr Bonds and 2009 Rochester Bonds(described in Item 4belcv) from l~eltl in amowlts below the mininnun denominations ofthe issues received confitmatiansofthezr i.~rchases fic>tn l~eltl's clea~-iug fu•m.'The confirmations stated "QL?.ENTITY BELO~X/ I~IINI~IC~;~I I~F~,N(~;~f[N:1"1'ION.I.,IQUIDI'I1'I~7f1Y BEI1~IPr1CTED." However,the confumarions were r~~~-ided r<, cu~r~>~ners c>nl~,after Feltl had executed the sales transactions,and the Feltl did iic>t othei~vise e~iscle~se ro its cust~tners,at or prior to the time oftheir trades, that the amounts ofthe bonds thc ~vcte ~urch~sint;were below the minimum denominations ofthe issues. As a result ofthe foregoing,the Order will find that I~eltl (i) ~villfull~• ir>laccd 1~•TSRB Rules 0-15(x,G￾27and G-27(c)and (u)as a result ofthe violaric>ns in (i), ~villfull iol~ted tiection 15I~(c)(1) ofthe Exchange r~ct. Feld has submitted an Offer ofSettlement(the "Offer")that ~~~ill be t~csentcd to the Cc>tnmission. Without admitting or denying the findings in the Ordei,eticept as to the(;commission's jurisdiction over Felt1 and the subject matter ofthe proceeding,}~eltl has agreed to cc>nseiit to the issuance of the Order and to (i) cease and desist from corrunittin~ or causing are}• ~-ic>latic:»is axed a~i future violations ofSection l5B(c)(1)o£the Etichan~e :\et 1nc1 1~ISRR Rules G-"1S(t), G-17,G-27(c) azid G-47,(u)be censured,(iu)j ay a czvil money pen~ltti~ in the am~xuit of~183,12K to the Cc~n~mission, and (iv)comply with certain undertakings enumerated i the Order relati~i~; t<> zeie~c, modification, unplementation and training tivith respect to its e:cistin~ policir.s R11C~ ~1<)CL'Cjlli'CS (including adorting new policies and procedures or supplementing e<cisting policies and pr<~crdures)relatiu~ to c~znplince with certain It4SRB Rules,as described below. Fetrl will infoiYn (,()111ll11ti51()]l STaffnolater than si~~ months after the entry ofthe Order dzat it has c<~mplied with such ut~cicrtakul~;s. DISCUSSI(JN Feld understands that the entry ofdie Order mad• ciisqualif~• it, affi}fated enarics,end c~tl~er issuers from relying on certain exemptions iuider Regulaticm ~1 and Rulc 50G ofRe~nil~lti~>n I~ pLc»uulgated under the Securities pct. veld is concerned that,should it be deemed tc~ be ~~~ issuer,predecessor ofdie issuer, affiliated issuer,general partner or
managvlg member ofa~i issues,sc~licitc>r, oL u~ideLtivriter ofsecu~7ties orin any other capacity described in Securities <1ct Rules 2(2~1t1C1 5I)() {(71' tllf' ~)L1Y~OtiCS nt S(;CL1L711CS 1~Ct Rule 262(6)(3)and Rule 506(d)(1)(iv),lieltl axed otlict enriric:s with ~~~hich 1 ~~ltl is lssnciateel ui one of

Enn r1h Choi those listed capacities and which ielj- upon or ma~~ rely upon thesf: offering e~euiprions ~vhen issuing securities would be prohibited from douig so. The Commission has the authoiiry to waive the Re~ulaticm .~ anel D e~emJ~ticm ciisqualificarions upon a showing of good cause Yhat such disqualiticarions are nor necessai~~ under the circumst~nces..See 17 C.F.R. §§ 230.262 and 230.506(d)(2)(ii). In granting a waiver, the Division of Coi~orarion I~vzance (tlx: "Division") will consider the n~hare of the violation or conviction and whether it. in~rolved the offer laid sale of securities. In ;~ddiaon, the Division will consider whether the conduct uivol~red a criniuial cc>in-icric» i or scienter-based ~•io~^~tion. Additionally, the Di~rision will considei ~vho vas responsible Eor the miscc»iduct, the dt►rarion of the misconduct, the remedial steps the plrty seeking dze ~vaier leas taken to address the zi.~iscoilduct, and the impact if the waiver is denied. We believe that Feltl satisfies these factors the lliision cc»isiders fc~r thr. reaso~is stated below. l~eltt requests that the Commission waive and• disqualifi'111~ CffCCCS t~1RY ['~1C C~YCjCI' 1111' L11~'C U11C~CT Re~illaflOil r1 and Rule 5QG of Regulation D as a result of its entx-~-1s to I~ettl:

1. Nature of the VYolatrorzs
   r1.s noted above, the Order will find that f'eItl solicited 43 sales ttansactic>ns ti~at it executed with customers in three series of bonds below the minimum denc>mi~i~tions of die issues. F~eltl e~ccuted 23 sales transactions in bonds that were below in~resttne~it grade (tlle 2O14 Puerto 1Zic<~ Bonds) at the tunes described in item 4 below. Feltl executed an a rebate of 20 sales transactions in unrated bonds (the 2013 Dakota County CDr1 Bonds end 2009 Rochester Bonds) ~t the times described in item 4 below. Feld failed to dise~ose to its customers the fact that the bonds had ~ninunum denonvi~arions and the Yesulting effect on the liquidin~ of the customers' p~>sitic>ns in the Uc»~ds before the sales transactions were effected. Finally, Feltl filed to adopt, maintain and enforce ~vrittc~~ supeiisiy procedures reasonably designed to ensure compliancy ~virh 1~'ISRli Kule G-7 S(t). However, while the conduct at issue in the Order accordiu~;l~~ in~-ol.~•c`Cj tllt O~ECI ~I1C~ S~1C O~ SCCL1Y1LtCS, such conduct nevertheless does not }~ertaui to offerings under Regulaticm .\ c>r I:~.
2. The '[rrolations are Not Criminal or Scienter Based
   The violations described in the Order are not cruninal in iaaturr aucl arc u<.>r scienter-based.
3. Responsibi./rty for the Violations
   With respect to the specific conduct at issue in tl~c Order, ~ single it~di~-idu~1, Fe1t1's filed income trader, was responsible for the ultimate execution of the t~adcs rhrou~l~ Feltl's fixed income tiacling desk. There were eight Feld retail registered zepresent~ti~~es ~vho ~verc responsible for the solicitation and/or placement of the trades at issue. These registered reprc~scntati~•es subtnittcd the trades to the

Eiui r1h Choi
Feld ftxed income trading desk. Neithei Fe1tPs fired inc<mie trader, nrn- any f the retail re~nstered repzesentative who made the solicitations and/or placements at is~uc, arc mcu~bers of the Boaxd of Directors, Executive Corrunittee or senior management of }~eltl. "I'hcre •ill be no findiiz~ tlilt an}~ member of senior management directed either (1) the lieltl retail registered rc~resent~tivc:s to solicit ar place any of the trades at issue in the Urder or (2) I~e1tPs fisc:d i~icc.>nic rradc:r or trading desk to execute any of the trades at issue ui the Order. 1~-Iorec•ei-, senior m~na~eme~it ]iad nc~t issued ati3~ general directive authorizing or candonuig the pllcemeiit <~f trlde~ belcv tl~e minunum denomination requirement in a mannei inconsistent with appliclble rules. Neither kill the (hder state that the wrongdoing reflected "a tone at~the top" that condoned or chose to i~iore the cc>nducr.. Rather, Feltl has accepted responsibility for the conduct v£ its empl~~~ecs as desa'ibed iit the ()rdcr. Importantly, the Order will not (i) describe fraud in crninection with e>fferin~~ b~~ F~eltl of its securities, (u) state that members of the Board of lluectors or the 3:_.tecuti~-e Cc>mnurtee kne~ti~ about the violations or (iu} state that members of the Board of Directe>rs cn the l xecurie Ce.»ninittee <>f Feltl ignored any waiving signs or "red flags" regarding the ~•iolations..1s a result, tltl believes that a disqualification under Regulation <1 and Rule SOC7 cif Re~ulati<»i 1J is iic>r necessar>> Eor the puUlic interest or the protecrion of esisring and potential in~-estors.
4. Duration ofthe Violations
The conduct occurred duffing a peii<~d of aprraximarel.~~ 1C months ftcxn between November: 2012 and March 2014, as follows:
In November 2012, Feltl etecuted se~•eu sales tr~usacticn~s iu bands issued b~~ tl~e Count}' of Kochester, Minnesota in December 200) and described in the Order, and esc.cuted one additional sale in September 2013(thc "2009 Rochester Bonds"}.

• In November 2013, Feltl executed 12 sales t.r~nsactio~iti in bands issued b}• the Dakota Counh-
  (Minnesota) Communit~~ Development :~genc~~ in Nc~~~enlber 2013 and desci7bed in the Order (the "2013 Dakota County CDA Bonds").
• In March 2014, Feld ezecuted 23 sales transactions iu Uonds issued b~• Puert-o 1Zico in March
  2014 and described in the Order (the "2014 Puerto Rico Bonds").
  However, as mentioned above, the execution of tl~e trades ~t issue in r}ic Order ~uas gcnerall~~ isolated to the actions of a single individual on IAeltl'S ELZeC~ lliCC)111e tlac~lll~ C~Cs~i, :cud rcniedial action, as described below, has been axed will be implemented tc> ensure that tl~c cc~ud~.~ct does nc~t reoccur.

5. Fe1t1 Has 7"akex! and Will Take Remedial Steps
   Feltl has implemented and will continue to itnplemenr ~~c>1.icies and j~racediu~cs desi~ued to prevent the recurrence of the conduct that will be the subject of the Order, iiacludiu~ the. fc~llo~ving:

Eun t1h Choi
~ Feld canceled transactions in the 201 4 I~uerto Iticc~ Sands after it •as made a~vare b Commission Staff that it had effected customer tratlsactic>ns belcv the nva~uum denomination of the issue.

• Feltl incurred X22,032 in costs for such cancelations.
• Feld texininated the conduct addressed irz the Order ~oin~ toi~~-ard and insrituted formal and
  infoYmal training relating to comrli~nce with the ~ISRI3 rules relati~l~; to minimum denominations. Feltl currently has, and at duriti~ rlie rcic~-ant timf: eriod at issue in the Order had, only one fixed income trade. r1s noted abae, f~clrl's tl~ed income. trader was solely responsible for executing the trades c>f tlic bonds desc.rilx:c3 in the C)rder c.~n I~ejtPs fixed income trading desk. ~1s a result of the SI C in~-estigacion of rl~c m~trcr, members of sezuor management and the compliance g~:c~up met with the indi~-idual rrade~ and conducted n formal training session regarding the MSRIi Rules relati~ag tc~ n~itumuin denc~nunations. In addition, the individual peitiodically revie~cs resource materials acid reads cuirent litrrlture Legarding minimum denomination issues. ~,s a result of the tr~inin~ described bore, E~elrl believes that its fixed income trader has a significant)}' heightened ~~~~re»ess cat the applicable rules acid regulations relating to minimum denomination rec~uiren~ents and the im~cutauce of adhering to those rules and regulations. Tn addition to the remedial measures undcrtakcii with resl~ecr ro l~cltl's fired income trader, Feld also intends to conduct additional trainiii~ relating tc~ the minimum denomination restrictions fox its retail supervisors and branch mana~exs lu order to enhRl]CE ltS C.\IStll1~ supervisor~~ processes and procedures. Felt) curxc.~itl~- has appr<.»it~iatel~- lf)f) affiliatcci retail registered representatives. Those retail registeiecl rcresentati~-es are c~ch assigned to an Office of Supei-visoi-y~ Jurisdiction ("OtiJ") and the supet~•ision <~f the>se atisi~t~ed reTail registered representatives is conducted b}~ a de.ign.ited branch manager. l~eltl has nine branch managers who are responsible for the supei-isic>il c>f rc~istcred rc~rc:sentatives. I~eltl's Uranch managers are cuiientl~ required to re~•ic:w traia~actions can ~ "1'+'1 basis and, as part of that process, are requited to review translctions in n~uuici}~11 securities subject to minimum denomination thresholds. Felt) alYead has in place a policy applicable t<~ its retail registt:red rejeseiit~ti~-es and their supervisors which, consistent witl~ the applicable ~I5K8 rules, pre-~hibits a transaction in municipal securities below the specified minimum dcnotrunatic~n, unless t}ie tt'1t1S1C('1011 E:LilS within one of the enumerated exceptic~txs. t~eltl registered r~prc:scntaties also have lvailable to them all relevant data regarding municipal bc»id issues, incltidi»~ data regarding mi~iimum denominations. ~1s noted abo~rc, licltl belie~res that b~• ~-irtuc cif the additional remedill measures it has taken with respect to its filed inc<m1e~ rr:~der, municial securities will trot be made available ro its retail sales force in circumstances ~vhere suci~ a transacti<ui ~could be in violation of the applicable I~1SRB rules. .,-~s paz•r of the renlediatic»a pz~ocess, h<.>weeer, Feld also intends to conduct additional training with
  res~~ect tc> tl~e applicable restrictions on

Eun r1h Choi
June 20, 201 G transactions in municipal secuitities subject to a tninunun~ de~.icnniu~tiou thrrshoid for both its retail registered represe~itati~ es and its supc:i~-ising bra~ach manl~;ci~s. Feld believes that the remedial measures described abcn•e h~~~•c ~r.~ulteci i~~, a»d ~~-i11 enhance, supervisory processes end controls reasonably designed tc~ detect and ~~rc~•ent ~•iolations c>f tlae type described in the Order. Moreo~*er, the Order will require 1~eit1 to undertake nc~ Eollc>~ving retncdill measures:

• Feltl will review the adequact~ of its e:tistin~ p<:~licies and rrc~ced~ues relating to compliance
  with MSRIi Rules G-15(x, G-17, Cr-27 acid <.~-~7.
• rlftei that review, Feltl will make such chan~cs as arc necessar~~ ro ensure compliance with
  MSRB Rules G-15(~, C7-17, G-27 and C,-47, inclu<li~1g ~dc>prin~ nc~~~ ~c~l.icies end procedures or supplementing existing policies aid J~roceciures.
• Feltl will implement these policies and proeeclures,l~id ecid~irt rraiuin~; as r<> tl~e policies and
  procedures and compliance with I~7S1tB Rules <;-'15(~, (;-17, G-?? and C~-~7.
  ~ Feltl will inform Commission staff nc~ later rhau sis (G) tnonrhs ~ft~.r the enti- of this Urder that it leas complied wide the above undertakings ar~d will prc>~•ic3e the Commissin staff tiv3th a copy of its existing policies and procedures as t<~ ;~ISR13 Rules C;-15(t), C;-17, G-?? and G-47 at that time. Feltl thus has taken and will continue to take concrete steps to rrmediatr the a~nduct at issue iti the Older. The steps are designed to enhance }~cltl's o~-cr~ll compliance ro~;ram ~;<>ing f~~~~vatd. Accordingly, Feltl believes it is nor necessai~• to dis~uali£i• T~eltl trcxn reh-in~ <m Rule 2C2 Regulation .~ and Rule 506 in connection ~vitlz azi offering. G. Impact on Feld and 7'hitd Parties if Wavier is Denied The disqualification of Feltt from the e:cemprivns under Res;ulati<>n _\ flI1C~ Kl1IC SUG of Regulation D would be undul}~ and dispropoYtionatelt= sewere ~i~•en tliar tlxc t:)rdc~r addresses the acti~it~= in the Order thxough a cease and desist order and other relic£ 'I'hc disqualification ~v<~uld 1dersely affect the business operations of Feld or thud parh~ issuers b~- impairing f~c:ItPs ability To sen•ice. as a priate placement agent in connection with offerings cif sccurir~es j~ursuant ro these e~emrtions. reltl participates in transactions as a pii~ratc placement age.nT r~ursua»t tc~ which third parts• corporate issuers utilize the exemption provided b~- Rule 5O6. }~eltl has in thcasr. ~;cncrated re~-enuc b participating in transactions usuig this ezetnpric~ti. Since 2()12, I~eltl hay articirated in a~proximatel}~ six private placement offeruigs for coiporlte issuers, r~isis apPrc>~im~rcl}• X23.5 million. ;111 of these private placement offerings were identified as s~ecificall~- rel~~in~; on Rule SOG ai Regulation D.

Eun ~1h Choi
June 20, 2Q16
Bryan Cave lLP
Corporate clients engage Feltl on ~•ariett~ of piiv~te placements <~E securities e~empr from registration under Section 4(a)(2) of the Securities .Act, prunaril~• u~cludin~; }~ri~~~te placements uridei Regulation D. If Feld is unable to use the exemprion pro~-ided b~~ Regulation 11, cc~rrc,rate issuers that ha~-c entered into, ox will enter into, engagements with Feltl will themscl~•es be disyu~lifiecl frc>tn rel~•in~ r>n Ke~ulation D. Thus, even if a corporate issuei uldmate~j~ chooses nvt r~~ cc~ndi.ict 1 j~ri~•at~~ placement pursuant to Regulation D, it would be unlikely- to engage I~el.tl f<~i~ a j~ri~-atc Izcemenr so as nc>t r~~~ foreclose the option of ielying on Rule 50G. "this would place t'elrl at a significant cc~n~j~edtie disad~atitage compared to other placement agents of other proideis of similar tinlncial sezl•iccs iti conliectic~n with piv~te placement generally. l~loYeovet, if Feltl is not able to deg elc~~, relatic~i~si~i~~~ with ~ro~viug private corporate clients at an earl~~ stage through pri~•1te placez~ienr cn~a~r►»e~its, I~cttl ~v~>uld be at a fiirther disadvantage relarie to its peers in securing cngagemet~tts fion~ these. cliets i» connection with other capital markets transactions (such as secudax afferin~;~ Eollo«Tin~ ,111 1111T1fl~ rU~)~1C ()tECYllln C)1 otherwise) or merger and acquisition transactions. In addition, while Feld has not participated in Regulation .1 c~tferi~x~~ si~lce 2(17?, it has recende hired an individual who is esclusivelJ~ engaged to develoj> l~e:ltl's Re~ulltior~ .\ ~n.d Rc~ulation ll offering business. r1s a result, the disqualification of I"CI~ fYOCIl t~lE C\C11]~JCIO1lS LlllC~t1: RC~ulatic,n :~ and Rule 506 of Regulation ll would adversely impact third parties that ha~>e rcr~ii~ied, ~>r m~ti- ret~i~i, l~eltl in cannecrion with transactions that rely on these e:~einptions. l~oi~ e~~~nij.~lc, third p~rh~ isstie~•s ~.vlio retain Feltl 1s a placement agent would be disadvantaged if Feld were disc~ualiticd fr<~m seL-~•ing iit that cap~cit}•-
7. Disclosure ofWritten Description of Order to Ii~vestoxs
For a period of five years from the date of the C.)rder, }~eltl «gill fl~rni~li (c>r cause tc> be Furnished) to each purchaser in a Rule 262 Re~ulatioz~ .r1 and Rule 5()~i c>fFerin~; tl~ar «mild c~thez~vise be suUject to the disqualification under Rule 2G2 of Regulation A or Mule 5(►G(d)(1) a~ a result c~E rho Order, a description in writing of the Order a reasonable time j~rior to sale. ~k~k~k In light of the g~:ounds for relief discussed above, we bclic:~-c chat disqu~lllflCStt011 lti 11()t 1]CCCStiill"~' L121CICT the circumstances and that Feld has shown good cause. that relic£shc~tild be ~rarrted..'~cccuciinglr, eve respectfully urge the Commission, pursuant to Kule 2C>2 oEReguladc>u :\ ~ncl Rule 5QC(ci)(2)(v) of Regulation ll, to waive the disqualification provisions ui Itegularion :1 ~tici 1Zule SOG cif ttegulatioii D to the extent the~~ maybe applicable as a result c>f the entry cif the. Order ~s t<~ l~cltl. :~~~r~~

Eun r1h Choi
Please do not hesitate to call the at the numtier listccl ab~~-e iE ~-~ ~u ha~•e ~~~1~ cyuestic>tls. Very trul~~ youis, ~~~~. Robert .Endicott cc: Jeffrey j. I~alinowski