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U.S. Securities and Exchange Commission

January 24, 2014

RESPONSE OF THE CHIEF COUNSEL'S OFFICE
DIVISION OF INVESTMENT MANAGEMENT

IM Ref. No. 20134121421
Ms. Stephanie Hibler
File No. 132-3

We would not recommend enforcement action to the Securities and Exchange Commission (“Commission”) under Section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-3 thereunder if any investment adviser registered pursuant to Section 203 of the Advisers Act pays to Ms. Stephanie Hibler a cash solicitation fee for the solicitation of advisory clients in accordance with Rule 206(4)-3,[1] notwithstanding an administrative order of the Commission (“Order”),[2] which has been in part vacated,[3] that would have otherwise precluded such an investment adviser from paying such a fee to Ms. Hibler.

Our position is based on the facts and representations in your incoming letter dated January 23, 2014, particularly the fact that the Commission vacated the portion of the Order with respect to Ms. Hibler barring her from being associated with an investment adviser and your representations that:

  1. Ms. Hibler will conduct any cash solicitation arrangement entered into with any investment adviser registered pursuant to Section 203 of the Advisers Act in compliance with the terms of Rule 206(4)-3, except for the investment adviser’s payment of cash solicitation fees, directly or indirectly, to Ms. Hibler, who is subject to the Order; and
  1. Ms. Hibler has complied with the terms of the Order and will continue to do so, except for those portions vacated by the Commission.

This position applies only to the Order and does not apply to any other basis for disqualification under Rule 206(4)-3 that may exist or arise with respect to Ms. Hibler.

David Joire
Senior Counsel



[1]  Rule 206(4)-3 prohibits any investment adviser that is required to be registered under the Advisers Act from paying a cash fee, directly or indirectly, to any solicitor with respect to solicitation activities if, among other things, the solicitor is subject to a Commission order issued under Section 203(f) of the Advisers Act, or has been found by the Commission to have engaged, or has been convicted of engaging, in any of the conduct specified in Section 203(e)(1), (5), or (6) of the Advisers Act. 

[2]   See In the Matter of Stephanie Hibler, Securities Exchange Act Rel. No. 19338 (Dec. 15, 1982) (finding that Ms. Hibler willfully violated Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder). 

[3]  See In the Matter of Stephanie Hibler, Securities Exchange Act Rel. No. 70140 (Aug. 8, 2013) (vacating Ms. Hibler’s bar from being associated with an investment adviser or investment company).

 


Incoming Letter

The Incoming Letter is in Acrobat format.


http://www.sec.gov/divisions/investment/noaction/2013/hibler-012414.htm


Modified: 1/27/2014