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

June 29, 2018
Elizabeth A. Marino, Esq.
Sidley Austin LLP
60 State Street
36th Floor
Boston, MA 02109
Re: In the Matter of Morgan Stanley Smith Barney LLC Waiver of Disqualification pursuant to Rule 506(d)(2)(ii) of Regulation D Exchange Act Release No. 34-83571, June 29, 2018 Administrative Proceeding File No. 3-18566 Dear Ms. Marino:
This letter responds to your letter dated June 29, 2018 (“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. In the Waiver Letter, you requested relief from the disqualification that arises by virtue of the Commission’s order entered June 29, 2018, in the Matter of Morgan Stanley Smith Barney LLC 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, Release No. 34-83571 (the “Order”). Based on the facts and representations in the Waiver Letter and assuming 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 reliance on Regulation D by reason of the entry of the Order. Accordingly, the relief requested in the Waiver Letter regarding the disqualification that would arise as to MSSB by reason of the entry of the Order is granted on the condition that MSSB 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. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Elizabeth M. Murphy Elizabeth M. Murphy Associate Director Division of Corporation Finance