SEC Division of Investment Management staff letter: Arthur Andersen & Co.

The Division of Investment Management will not recommend enforcement action to the Commission under the Investment Advisers Act of 1940 if Arthur Andersen & Co. establishes a registered investment advisory affiliate, Arthur Andersen Financial Advisers, to oversee investment advice without registering Arthur Andersen itself. This position relies on representations that the affiliate will supervise advice, maintain separate books and records, and ensure that Arthur Andersen personnel are deemed advisory affiliates. Arthur Andersen will not receive fees from recommended mutual funds or advisers, will not recommend specific securities outside of tax or estate planning, and will not hold client assets.

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RESPONSE OF THE OFFICE OF CHIEF COUNSEL Arthur Andersen & Co.

DIVISION OF INVESTMENT MAAGEMENT File No. 132-3

In your letter dated June 20, 1994 you request our assurance

that we would not recommend any enforcement action to the

Commission under the Investment Advisers Act of 1940 ("Advisers

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