SEC Division of Investment Management staff letter: Auction Rate Securities

DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 1 00 1 7
21 2 450 4000
FAX 2 12 450 3800
NORA M. JORDAN
2 12 450 4684
NORA. JORDAN@DPW.COM
MENLO PARK
WASHINGTON, D.C.
LONDON
PARIS
FRANKFURT
MADRID
TOKYO
BEIJING
HONG KONG
December 30, 2008
Douglas Scheidt, Esq.
Office of Chief Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Auction Rate Securities - Investment Management Supplement to Global Relief Request Dear Mr. Scheidt:

1. Background
   We refer to our letter to the Commission dated September 22, 2008, requesting relief from, among other things, certain provisions of the Securities Exchange Act of 1934 in connection with offers by Participating Firms to purchase auction rate securities under certain circumstances (the "Global Relief Request"). Capitalized terms not defined in this letter have the respective meanings ascribed to such terms in the Global Relief Request. The offers to purchase required by the Settlements and the purchase and ownership of Subject Securities by the Participating Firms in connection with the Settlements as described in the Global Relief Request present a number of issues under Sections 2(a)(3) and 2(a)(9) and other provisions of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and
   Section 206(3) of the Investment Advisers Act of 1940, as amended (the
   "Advisers Act"), and the rules and regulations promulgated thereunder by the Commission. We and the other law firms below represent one or more Participating Firms and hereby request on behalf of all Participating Firms that the Commission grant the relief more particularly specified below, to facilitate implementation of the Settlements and to promote and protect the interests of investors in enabling the prompt achievement of the objectives of the Settlements,