SEC Division of Corporation Finance no-action letter: Gabelli Funds LLC

UNITED STATES gECURITIEg AND EXCHANGE COMMISEION WASHINGTON, D:C- ?0549 April24,2008 ."*"31'iii3l F,'.^."' Kevin P. N{cEnery, Esq. Wihner Cutler Fickering Hale and Dorr LLP 1875 Pennsylvania Ave,nue, N.W. Washington, D;C. 20006 Rel In the Matter of Grbelli Funds LLC, Admintstrativo Proceeding FiIe No. 3-f3019- Waiver Reqnest under Regulation A tnd Rule $0S of Regulation D Dear Mr- McEnery:
This is in response to your letter dated today, writte,n on behalf of Gabelli Funds LLC ("Gabelli Funds') and constituting an application for relief under Rule 26? of Regulation A and Rule SOs(bXzXiiiXC) of Regulation D under the Securities Act of 1933 ("Secrnities Acf). You requested relief ftom disquatifications from exelnptions available under Regulation A and RuIe 505 of Regulation D that may have arisen by virtne of the order entered today by the Secrrities and Exchange Commission under Section ?03(e) of the Investment Advisers Act of 1940 (Advisers Act!) in trn the Matter of Gabelli Funds LLC, Advisers Act Release No.2727 (the "Orderr'). The Order also was ente,red under Soction ?03(k) of the Advisers Act and Sections 9(b) and 9(f) of the Investrnent Company Act of 1940 ("Investme,nt Company Act'). It cenilred Gabelli Funds, ordered Gabeili Funds to cease and desist from comnritting or causing any violations and future violations of $ections 206(2) of the Advisers Aet, Section l7(d) of the Inve$ftnent Company Act and Invesfinent Co:npany Act Rule l7d'-1, and frorn aiding and abetting or causing any violations and future violations of
Section lz(dXlXBXi) of thp Investrnent Company Act. It firtlrcrordered Gabelli Funds to comply
with certain undertakings and pay disgorgement of $l l/000,000 and a civil money penalty of $5,000,000 For purposes of this letter, we have as$umed as facts the represe,rrtations st forth in your letter and the findings supporting enfry of the Order. We also have assumed tlmt Gelli Funds will comply with the Order. On the basis of your letter, I have detennined that you have made showings of good causF rmder Rule 262 and Rule s0s(bxzxiirxc) that it is not necessary under the circumstances to de'lry the exemptiors available under Regulation A and Rule 505 of Regulation D by reason of entry of the Order. Accordingly, pr,rrsuant to delegated authority, and withsut dete,r-mining whether or not any such disqualification ar-ose by virtue of entry of the Order, Gabelli Frmds is granted relief from any disqualification f,rom exemptions otherwise avcilable under Regulation A and Rule 505 of Regulation D that may have arisen as a result of entry of the Order. Very hnrly yours, Chief, O{fice of Small Business Policy