Investment Advisers Act of 1940 — Section 206(4) and Rule 206(4)-3

September 30, 2015

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

IM Reference No. 2015929139
F. Porter Stansberry
File No. 132-3

We would not recommend enforcement action to the United States 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 that is required to be registered pursuant to Section 203 of the Advisers Act ("investment adviser") pays to F. Porter Stansberry ("Mr. Stansberry") and Stansberry & Associates Investment Research LLC (formerly known as Pirate Investor LLC) ("Stansberry Research"), a cash solicitation fee, directly or indirectly, for the solicitation of advisory clients in accordance with Rule 206(4)-3,[1] notwithstanding a permanent injunction issued by the United States District Court for the District of Maryland,[2] (the "Injunction") that otherwise would preclude such an investment adviser from paying such a fee, directly or indirectly, to Mr. Stansberry.

Our position is based on the facts and representations in your letter dated August 31, 2015, particularly the representations of Mr. Stansberry and Stansberry Research that:

1. they will conduct any cash solicitation arrangement entered into with any investment adviser 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 Mr. Stansberry or Stansberry Research, who are subject to the Injunction;
    
2. they have complied with the terms of the Injunction, including paying all amounts owed, and will continue to do so;
    
3. that, until October 2, 2017 (ten (10) years from the date of the entry of the Injunction), the separate written document required to be provided by Mr. Stansberry and Stansberry Research pursuant to Rule 206(4)-3(b) will include, in addition to the information specified in Rule 206(4)-3(b), disclosure concerning the Injunction;
    
4. they will not solicit investors on behalf of an investment adviser the current and prospective clients of which consist solely of investment companies registered under the Investment Company Act of 1940 (the "Investment Company Act"); and
    
5. in connection with solicitation activities contemplated under this request, Mr. Stansberry and Stansberry Research will not receive transaction-based compensation from an investment adviser with respect to the sale of shares of an investment company registered under the Investment Company Act.

This position applies only to the Injunction and not to any other basis for disqualification under Rule 206(4)-3 that may exist or arise with respect to Mr. Stansberry and Stansberry Research.