SEC Division of Corporation Finance no-action letter: First Republic Investment Management, Inc.

May 19, 2022
Elizabeth A. Marino, Esq.
Sidley Austin LLP
60 State Street
36th Floor
Boston, MA 02109
Re: First Republic Investment Management, Inc.
Waiver of disqualification pursuant to Rule 506(d)(2)(ii) of Regulation D Release No. 6030, May 19, 2022 Administrative Proceeding File No. 3-20865 Dear Ms. Marino:
This is in response to your letter dated May 18, 2022 (“Waiver Letter”), written on behalf of First Republic Investment Management, Inc. (“FRIM”) and constituting an application for a waiver of disqualification under Rule 506(d)(2)(ii) of Regulation D under the Securities Act of 1933 (“Securities Act”). In the Waiver Letter, FRIM requests relief from any disqualification that will arise as to FRIM under Rule 506 of Regulation D under the Securities Act as a result of the entry of the Commission’s order entered May 19, 2022 against FRIM in the Matter of First Republic Investment Management, Inc. pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Release No. 6030 (the “Order”). Assuming that FRIM complies with the Order, we have determined that FRIM has made a showing of good cause under Rule 506(d)(2)(ii) of Regulation D that it is not necessary under the circumstances to deny reliance on Rule 506 of Regulation D by reason of the entry of the Order. Accordingly, the relief requested in the Waiver Letter is hereby granted on the condition that FRIM complies with the terms of the Order. Any different facts from those represented in the Waiver Letter or FRIM’s 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. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance