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

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~' UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Robert A. Buhlman
Sidley Austin LLP
60 State Street, 36th Floor
Boston, MA 02109
January 13, 2017
Re: In the Matter of Morgan Stanley Smith Barney LLC Waiver of Disqualification under Rule 506(d)(2)(ii) of Regulation D Exchange Act Release No. 79794, January 13, 2017 Investment Advisers Act Release No. 4607, January 13, 2017 Administrative Proceeding File No. 3-17773 Dear Mr. Buhlman:
This letter responds to your letter dated December 30, 2016 ("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 any disqualification that will arise as to
MSSB under Rule 506 of Regulation D under the Securities Act by virtue of the Commission's order entered January 13, 2017 in the Matter of Morgan Stanley Smith Barney LLC, pursuant to
Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Sections 203(e) and
203(k) of the Investment Advisers Act of 1940 ("Advisers Act"), Release No. 79794 (the "Order"). Based on the facts and representations in the Waiver Letter and assuming MSSB complies with the Order, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, has 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 Rule 506 of Regulation D by reason of the entry of the Order. Accordingly, the relief requested in the Waiver Letter regarding any disqualification that may arise as to MSSB under Rule 506 of Regulation D 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, ~~~1 ~~ `~ Sebastian Gomez Abero Chief, Office of Small Business Policy Division of Corporation Finance