SEC Division of Investment Management staff letter: F. Porter Stansberry

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DAVID A VAUGHAN david.vaughan@dechert.com
+1 202 261 3355 Direct
+1 202 261 3103 Fax
September 28, 2015
VIA EMAIL
Douglas J. Scheidt, Esq.
Associate Director and Chief Counsel
Division ofInvestment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0506
Re: S.E.C. v. Agora, Inc., Pirate Investor, LLC and Frank Porter Stansberry, Civil Action No. MJG 03 CV 1042 (D. Md. Oct. 2, 2007) Dear Mr. Scheidt:
We are writing on behalf of F. Porter Stansberry ("Mr. Stansberry") and Stansberry & Associates Investment Research LLC (formerly known as Pirate Investor LLC) ("Stansberry Research") in connection with an injunction ("Injunction")1 entered in the above-captioned civil proceeding regarding activities occurring in 2002. Mr. Stansberry and Stansberry Research seek assurance that the staff of the Division of Investment Management (the "Staff') will not recommend enforcement action to the Securities and Exchange Commission (the "Commission") under Section 206(4) of the Investment Advisers Act of 1940, as amended (the "Advisers Act") or Rule 206(4)-3 thereunder, if, subject to the undertakings set forth below, any investment adviser registered or required to be registered pursuant to Section 203 of the Advisers Act (an "RIA"), pays to Mr. Stansberry or Stansberry Research a cash solicitation fee, directly or indirectly, for the solicitation of advisory clients, notwithstanding Rule 206(4)-3's preclusion of such payment as a result of the Injunction entered against Mr. Stansberry and Stansberry Research. While the Injunction does not operate to prohibit or suspend Mr. Stansberry or Stansberry Research from being associated with or (except indirectly as provided in Section 9(a) of the Investment Company Act of 1940, as amended) acting as an investment adviser, and does not relate to solicitation activities on behalf ofMr. Stansberry or Stansberry Research, the Injunction may affect the ability of an RIA to make, and Mr. Stansberry or Stansberry Research to receive, such payments.2 The Staff in many other instances has granted no-action relief under Rule 206( 4)-3 in similar circumstances.3 BACKGROUND Mr. Stansberry is an employee and the founder of Stansberry Research, a wholly owned subsidiary of Agora, Inc., which is a subscription-based publisher of financial information. On April 10, 2003, the Commission filed a complaint against Mr. Stansberry, Stansberry Research (the "Defendants") and others, and on November 14, 2003, filed an amended complaint (the "Complaint").4