SEC Division of Investment Management staff letter: Stifel, Nicolaus & Company, Inc.

BRYAN CAVE LLP One Metropolitan Square. 211 North Broadway, Suite 3600, St. Louis. MO 63102-2750 Associate Director and Chief Counsel Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0506 T: 314 259 2000 F: 314 259 2020 bryancave.com Robert J. Endicott Direct: (314) 259-2447 rjendicott@bryanca,·e.com Re: Securities and Exchange Commission v. Stifel, Nicolaus & Company, Inc., et al., Case No. 2:11-cv-00755 (E.D. Wisconsin, August 10, 2011) Dear Mr. Scheidt:
This letter is submitted on behalf of our client, Stifel, Nicolaus & Company, Inc. ("Stifel Nicolaus"), a registered broker-dealer and investment adviser, in connection with the settlement of the above￾captioned civil action (the "Action") brought by the U.S. Securities and Exchange Commission (the "Commission") against Stifel Nicolaus and David W. Noack ("Noack") in connection with sales of certain synthetic collateralized debt obligations (collectively, "CDO Investments" or "CDOs") as described below. Stifel Nicolaus 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 to Stifel Nicolaus, or any of its associated persons as defined in Section 202(a)(17) of the Advisers Act, a cash payment, directly or indirectly, for the solicitation of advisory clients in accordance with the Rule, notwithstanding the existence of the Final Judgment (as described below) that otherwise would preclude such an investment adviser from paying such a fee, directly or indirectly, to Stifel Nicolaus or its associated persons. While the Final Judgment does not operate to prohibit or suspend Stifel Nicolaus or any of its associated persons 1 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 "Investment Company 1 ,-.s a result of the Action, Noack is also subject to an industly bar as set forth in a separate consent and offer of settlement entered into by Noack. Noack resigned from Stifel Nicolaus's Niilwaukee Public Finance office in February 2007 and is not an associated person of Stifel Nicolaus.
6692285.12 [Cash Solicitation Fee]