SEC Division of Investment Management staff letter: Macquarie Capital (USA) Inc.

S1DELEY1 SIDLEY AUSTIN LLP BEIJING
60 STATE STREET BOSTON
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BOSTON, MA 02109 CENTURY CITY
+1 617 223 0300 CHICAGO
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GENEVA emarino@sldley.com
+1 617 223 0362 FOUNDED 1866
April 14,2017
By E-Mail and Overnight Courier
Associate Director and Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-0506
HONG KONG SAN FRANCISCO
HOUSTON SHANGHAI
LONDON SINGAPORE
LOS ANGELES SYDNEY
MUNICH TOKYO
NEW YORK WASHINGTON, D.C.
PALO ALTO
Re: In the Matter of SEC v. Macquarie Capital (USA) Inc., Case No. 15-CV-02304 (S.D.N.Y. Mar. 31, 2015) Dear Mr. Scheidt:
We are writing on behalf of Macquarie Capital (USA) Inc. ("MCUSA"), the defendant in the injunctive action captioned above brought by the Securities and Exchange Commission (the "Commission") in 2015. MCUSA seeks the assurance of the staff of the Division of Investment Management ("Staff') that it would not recommend 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 registered or required to be registered pursuant to Section 203 of the Advisers Act pays MCUSA or any of its associated persons a cash payment directly or indirectly for the solicitation of advisory clients, notwithstanding the entry of final judgment as to MCUSA by the U.S. District Court for the Southern District of New York on April 1, 2015 (the "Final Judgment"), as described below. While the Final Judgment does not prohibit or suspend MCUSA or any of its associated persons from being associated with or acting as an investment adviser (except as provided in Section 9(a) of the Investment Company Act of 1940 (the "Company Act"), for which exemptive relief was separately granted to Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.