SEC Division of Investment Management staff letter: RBS Securities, Inc.

WILMERHALE
November 25,2013 Paul R. Eckert
+1 202 663 6537 (t)
BY FEDERAL EXPRESS AND EMAIL +1 202 663 6363 (f) pau l.eckert@wilmerhale.com Associate Director and Chief Counsel Division of Investment Management U.S. Securities and Exchange Commission 1 00 F Street, N .E. Washington, D.C. 20549-0506 Re: Securities and Exchange Commission v. RBS Securities Inc.,
Civ. Action No. 3:13 -cv-01643-WWE (D. Conn. Nov. 25, 2013)
Dear Mr. Scheidt:
We submit this letter on behalf of our client, RBS Securities Inc. ("RBS Securities"), a defendant in the above-captioned civil proceeding, which was filed on November 25,2013. RBS Securities seeks the assurance of the staff of the Division of Investment Management (the "Staff') that it would not recommend any enforcement action to the U.S. Securities and Exchange Commission (the "Commission") under Section 206(4) of the Investment Advisers Act of 1940 (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 RBS Securities, or any of its associated persons as defined in Section 202(a)(l7) 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 a judgment (the "Judgment") 1 (as described below) that otherwise would preclude such an investment adviser from paying such a fee, directly or indirectly, to RBS Securities or certain related persons. While the Judgment does not operate to prohibit or suspend RBS 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, from which Section relief has been separately requested as described in footnote 2) acting as an investment adviser and does not relate to solicitation activities on behalf of any investment adviser, it may affect the ability of RBS Securities and its associated persons to receive such payments? The Staff in many other instances has granted no￾Securities and Exchange Com m ission v. RBS Securities Inc., Case No. 3 : 13-cv-0 1643-WWE (D. Conn. Nov. 25, 2013). Under Section 9(a) of the Investment Company Act of 1940 ("Investment Company Act"), RBS Securities, the settling defendant and its affiliated persons will, as a result of the Judgment, be prohibited from serving or acting as, among other things, an investment adviser or depositor of any registered investment company or principal underwriter for any registered open-end investment company or registered unit investment trust. RBS Securities and its affiliated persons who act in the capacities set Wilmer Cutler Pickering Hale and Dorr LLP, 1875 Pennsylvania Avenue NW, Washington, DC 20006 Be1j1ng Berlin Boston Bru sse ls Frankfurt London Los Ange les New York Oxford Palo Alto Wal tham Washington 2