SEC no-action letter: Morgan Asset Management, Inc. and Morgan Keegan & Co., Inc. waiver of Regulation A and Rule 505 disqualifications

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Deborah G. Heilizer, Esquire

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue, NW

Washington, DC 20004-2415

Re: In the Matter of Morgan Asset Management, Inc. et at.
Release No. 34-64720 W~iver Request under Regulation A and Rule 505 of Regulation 0 Dear Ms. Heilizer:
This responds to your letter dated today, written on behelf of Morgan Asset Management, Inc. ("Morgan Asset") and Morgan Keegan & Co., Inc. ("Morgan Kc:egan"), and constituting Wl application for relief under R'lie 262 of Regulation A and Rule 5C5(b)(2)(iH)(C) of Regulation D under the Securities Act of 1933. You requested relief from disqualifications f'om exemptions avaibt>!e '.indc:· Regulation A and Rule 505 that may have arisen by virtue of entry n~' an order today by the Se'::.i.ldtief; ';l;,~ Exchange Commission in In the Matter of Morgan Asset Management, Inc. et al .. Release No. 34-6:n::C, (the "Order") against Morgan Asset under Section 15(b)(6) of the Securities Exchange Act of 1934 'ina
Section 203(e) of the Investment Advisers Act of 1940 and against Morgan Keegan under SecLon
15(b)(4) ofthe Securities Exchange Act of 1934. The Order, among. other things, requires Mmgan f\SSt:
and Morgan Keegan to jointly and severally pay a civil money penalty of$75 million. In addii..,:m. l!-t;; Order requires each of Morgan Asset and Morgan Keegan to comply with certain of its own ur:dert2kiD~" in the Order. Application ofthese remedies may be interpreted to r~i,;ult in disqualifications Um;tT ~~ ,:i-::
262 and Rule 505.
For purposes ofthis letter, we have assumed as facts the representations set forth >" Y'Jur letter and the findings supporting entry of the Order. We also have assumed as to each of Mo:·g:;'.r, .'.SStt and Morgan Keegan that it will comply with the Order. On the basis of your letter, I have determined that you have made showings of goc,] cau.se under Rule 262 and Rule 505 that it is not necessary under the circumstances to deny t!'~e exem;)ti :ms available under Regulation A and Rule 505 by reason of entry ofth~ Order against Morga!l As~::;t 21;d Morgan Keegan. Accordingly, pursuant to delegated authority, and w'ithout necessarily agreei':f:' ~hat any such disqualifications arose by virtue of entry ofthe Order against Morgan Asset and Morgan Ler~gan, each of them is granted relief from any disqualifications from eXeml)tions otherwise available ~;!lder Regulation A and Rule 505 that may have arisen as a result of entry of the Order against it. Very truly yours, ~~!J'X~ 9Ira~ J. Laporte Chief, Office of Small Business Policy