SEC Division of Investment Management staff letter: J.P. Morgan Securities LLC

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Bingham McCutchen LLP

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85 Exchange Street
Portland, ME 04101-5045
T 207.780.8274

F 207.78o.8278

bingham.com
Herbert F. Janick III
Direct Phone: 20 7.780.8270
Direct Fax: 207.780.8280 herbjanick@binghain.com anick@bingham.com Via FedEx (advance copy via email) 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, DC 20549 Re: SEC v. J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.) 11-CV-4206 Dear Mr. Scheidt:
We submit this letter on behalf of our client , J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.) ("J . P. Morgan Securities") in connection with the settlement of the above-captioned civil action (the "Action") brought by the United States Securities and Exchange Commission (the "Commission") in the United States District Court for the Southern District of New York (the "Court"). The Action related to alleged violations of the federal securities laws by J.P. Morgan Securities in connection with its sale of a collateralized debt obligation ("CDO") to institutional investors. J.P. Morgan Securities, a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 and an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 (as amended, the "Advisers Act"), 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 Advisers Act and Rule 206(4)-3 thereunder (the "Rule") if any investment adviser that is required to be registered pursuant to Section 203 of the Advisers Act pays to J.P. Morgan Securities, or any of its associated persons, as defined in Section 202(a)(17) of the Advisers Act, a cash solicitation fee, directly or indirectly, for the solicitation of advisory clients in accordance with the Rule notwithstanding the existence of the Judgment' (as described below) that otherwise would preclude such an investment adviser from paying such a fee, directly or indirectly, to J.P. Morgan Securities or certain related persons. While the Judgment does not operate to prohibit or suspend J.P. Morgan Securities or any of its associated persons from being associated with or (except as provided in Section 9(a) of the Investment Company Act of 1940 (the "Company Act"), from which Section relief is ' Securities and Exchange Commission v. J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc), Case No . I 1-CV-4206 (S.D.N.Y., June 29, 2011). A/74299389.3/0803142-0000340905