SEC Division of Investment Management staff letter: 16th Amendment Advisors LLC

McDermott

Will&Emery

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Milan Munich New York Orange County Paris Rome Seoul Silicon Valley Washington, D.C. +1 212 547 5657 March 23, 2015 VIA E-MAIL Associate Director and Chief Counsel Division of Investment Management Securities and Exchange Commission 1 00 F Street, NE Washington, D.C. 20549 Re: 16th Amendment Advisors LLC Dear Mr. Scheidt:
On behalf of our client 16th Amendment Advisors LLC ("16th Amendment"), an investment adviser registered with the Commission under the Investment Advisers Act of 1940 (the "Advisers Act"), we are writing to request relief from the provisions that apply under Section 206( 4) of, and Rule 206( 4)-2 (the "Custody Rule") under, the Advisers Act when the manager of a private investment fund does not comply with the independent verification and account statement delivery provisions of clauses (a)(2), (a)(3) and (a)(4) ofthe Custody Rule in connection with 16th Amendment's management ofVicksburg Municipal Trading Fund LP, a private investment fund (the "Master Fund"), and a private feeder fund into the Master Fund, Vicksburg Municipal Trading Offshore Fund LTD (the "Feeder Fund," and together with the Master Fund, the "Funds"). 1 As discussed below, the basis for 16th Amendment's request for relief is that the client protections provided by the Custody Rule are unnecessary where the client and the investment adviser are essentially the same. Background 16th Amendment registered with the Commission as an investment adviser in 2009. The firm specializes in trading in municipal securities and manages a number of separate accounts in that connection. This includes a request for assurance that 16th Amendment would not be required to obtain audits that comply with clause (b)(4) ofthe Custody Rule with respect to the Funds. U.S. practice conducted through McDenmott Will & Emery LLP. 340 Madison Avenue New York. New York 10173-1922 Telephone: +1 212 547 5400 Facsimile: +1 212 547 5444 -w.mwe.com