SEC Division of Investment Management staff letter: BAC Home Loans Servicing, LP (formerly Countrywide Home Loans Servicing LP)

WILMERHALE

Investment Advisers Act of 1940 Gail S. Ennis
Section 206(4) and Rule 206(4)-3
+1 202663 6014(t)
+1 202 663 6363 (f)
June 1,2011 gail.enniS@wilmerhalacom
By E-MAIL AND U.S. MAIL
Douglas J. Scheidt, Esq.
Associate Director and Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: United States ofAmerica v. BAC Home Loans Servicing, LP,f/kia Countrywide Home Loans Servicing, LP; and any Successors in Interest, Case No. 2:11-cv-04534-PA (CD. Cal. May 31, 2011) Dear Mr. Scheidt:
This letter is submitted on behalf of our client BAC Home Loans Servicing, LP, formerly known as Countrywide Home Loans Servicing, LP, and any successors in interest (collectively "HLS") a Texas limited partnership, in connection with a settlement agreement (the "Settlement") arising out ofthe above-captioned investigation by the United States Department ofJustice (the "DOJ"). The complaint filed by the DOJ (the "Complaint") concerned HLS' foreclosure on the pre-service residential mortgages ofindividuals who were serving on active duty military service. Although HLS is not an investment adviser, registered under Section 203 ofthe Investment Advisers Act of 1940, as amended (the "Advisers Act"), nor does it currently engage in cash solicitation activities that are subject to Rule 206(4)-3 (the "Rule") under the Advisers Act, HLS may engage in such activities in the future. HLS seeks the assurance of the Staff of the Division of Investment Management ("Staff') that it would not recommend any enforcement action to the Commission under Section 206(4) ofthe Advisers Act, or the Rule, if any investment adviser that is required to be registered pursuant to Section 203 ofthe Advisers Act, pays to HLS or any ofits associated persons, as defined in Section 202(a)(17) ofthe Advisers Act, a cash solicitation fee, directly or indirectly, for the solicitation of advisory clients in accordance with Rule 206(4)-3, notwithstanding an injunctive order issued by the United States District Court for the Central District ofCalifornia (the "Consent Order") I that otherwise would preclude such an investment adviser from paying such a fee, directly or indirectly, to HLS. United States ofAmerica v. BAC Home Loans Servicing, LP, flk/a Countrywide Home Loans Servicing, LP; and any Successors in Interest, Case No. 2:11-cv-04534-PA (CD. Cal. May 31,2011) Wilmer Cutler Pickering Hale and Dorr UP, 1875 Pennsylvania Avenue NW; Washington, DC 20006 Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo Alto Waltham Washington