SEC Division of Trading and Markets no-action letter: Royal Bank of Scotland Group plc and ABN AMRO Holding N.V.

DIVISION OF
TRADING AND MARKETS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Thomas B. Shropshire, Jr.
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Re: The Royal Bank of Scotland Group plc and ABN AMRO Holding N.V.
File No. TP 09-01
Dear Mr. Shropshire:
In your letter dated October 17,2008, as supplemented by conversations with members of the staff (the "Staff ') of the Securities and Exchange Commission ("Commission"), you request on behalf of The Royal Bank of Scotland Group plc, a public limited company organized under the laws of the United Kingdom and registered in Scotland ("RBS"), and its affiliate ABN AMRO Holding N.V., a public limited liability company incorporated in the Netherlands ("ABN AMRO"), an exemption kom Rule 102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") in connection with the proposed placing and open offer by RBS ("Placing and Open Offer") of RBS Ordinary Shares. You seek an exemption to permit RBS, ABN AMRO and their respective affiliates to conduct specified transactions outside the United States in RBS Ordinary Shares during the Placing and Open Offer. Specifically, you request that: (i) the ABN AMRO Market￾Mhng Branch be permitted to continue to engage in market-making activities as described in your letter; (ii) the RBS Derivatives Business Units, the ABN AMRO Derivatives Market-Making Units and the ABN AMRO Hedging Units be permitted to continue to engage in derivatives market-making and hedging activities as described in your letter; (iii) the RBS Asset Manager and the ABN AMRO Asset Managers be permitted to continue to engage in asset management activities as described in your letter; (iv) the RBS Insurance Companies be permitted to continue to engage in insurance activities as described in your letter; (v) the RBS Trustees and Personal Representatives and the ABN AMRO Trustees and Personal Representatives be permitted to continue to engage in trustee and personal representative-related activities as described in your letter; (vi) the RBS Brokerage Unit and the ABN AMRO Brokerage Units be permitted to continue to engage in unsolicited brokerage activities as described in your letter; and (vii) the RBS Banking Units and the ABN AMRO Banking Units be permitted to continue to engage in banking-related activities as described in your letter.