SEC Division of Investment Management staff letter: Barclays Bank PLC

WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000
Fax: 212 728 8111

May 30, 2007

Douglas J. Scheidt, Esq.
Associate Director and Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

Re: Barclays Bank PLC

Dear Mr. Scheidt:

We submit this letter on behalf of Barclays Bank PLC (the “Settling Firm”)¹ in connection with a settlement agreement (the “Settlement”) with the Securities and Exchange Commission (the “Commission”) arising out of an investigation by the Commission into certain purchases and sales of distressed debt securities during 2002-03 by a single proprietary trading desk of the Settling Firm while that desk was in possession of material, non-public information concerning such distressed debt issuers. The Settling Firm seeks the assurance of the staff of the Division of Investment Management (the “Staff”) that it would not recommend any enforcement action to the Commission under Section 206(4) of the Investment Advisers Act of 1940 (the “Advisers Act”) or Rule 206(4)-3 thereunder (the “Rule”), if an investment adviser that is required to be registered under the Advisers Act pays the Settling Firm, or any of its associated persons as defined in Section 202(a)(17) of the Advisers Act, a cash payment for the solicitation of advisory clients, notwithstanding the existence of the Final Judgment (as defined below). While the Final Judgment does not operate to prohibit or suspend the Settling Firm or any of its associated persons from being associated with or acting as an investment adviser and does not relate to solicitation activities on behalf of investment advisers, it may affect the ability of the Settling Firm and its associated persons to receive such payments.² The Staff in many other instances has granted no-action relief under the Rule in similar circumstances.