SEC Division of Corporation Finance no-action letter: Morgan Stanley Smith Barney LLC

December 9, 2024
Elizabeth A. Marino, Esq.
Sidley Austin LLP
60 State Street, 30th Floor
Boston, MA 02109
Re: Morgan Stanley Smith Barney LLC
Waiver of disqualification pursuant to Rule 506(d)(2)(ii) of Regulation D Dear Elizabeth Marino:
This is in response to your letter dated December 6, 2024 (“Waiver Letter”), written on behalf of Morgan Stanley Smith Barney LLC (“MSSB”) 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, MSSB requests relief from any disqualification that will arise as to MSSB under Rule 506 of Regulation D under the Securities Act as a result of entry of the Commission’s order on December 9, 2024 against MSSB pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (the “Order”). Based on the facts and representations in the Waiver Letter and assuming that MSSB complies with the Order, we have determined that MSSB 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 it 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 MSSB complies with the terms of the Order. Any different facts from those represented or MSSB’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/ M. Hughes Bates M. Hughes Bates Chief, Office of Enforcement Liaison Division of Corporation Finance