Execution Version
Merrill Lynch, Pierce, Fenner & Smith |
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| Incorporated |
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Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
as Representatives of the several Underwriters
c/o
Merrill Lynch, Pierce, Fenner & Smith |
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| Incorporated |
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One Bryant Park
New York, New York 10036
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
October 7, 2014
VIA EMAIL AND EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: OM Asset Management Limited
Registration Statement on Form S-1 (File No. 333-197106)
Ladies and Gentlemen:
Reference is made to that certain letter request for acceleration, dated on, and filed with the Securities and Exchange Commission as of, October 3, 2014, by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters (the “Representatives”), joining in the request of OM Asset Management Limited (the “Company”), that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on October 7, 2014 at 4:30 p.m., New York City time, or as soon as practicable thereafter (the “Prior Letter”).
By this letter, the Representatives hereby amend the Prior Letter, and, pursuant to Rule 461 of the Securities Act of 1933, as amended, request that the effectiveness of the Registration Statement be
accelerated to October 8, 2014 at 4:30 p.m., New York City time, or as soon as practicable thereafter. The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
(i) | Date of preliminary prospectus: September 23, 2014 |
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(ii) | Dates of distribution: September 23, 2014 through approximately: October 8, 2014 |
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(iii) | Number of underwriters to whom the preliminary prospectus was furnished: 9 |
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(iv) | Number of prospectuses distributed to investors: approximately 8735 |
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(v) | Number of prospectuses distributed to others, including the Company, the Company’s counsel and the underwriters’ counsel: approximately 65 |
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(vi) | We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934. |
| Very truly yours, | ||
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| Merrill Lynch, Pierce, Fenner & Smith | ||
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| By | /s/ Michele A.H. Allong | |
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| Authorized Signatory | |
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| Morgan Stanley & Co. LLC | ||
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| By | /s/ Jonathan Anderson | |
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| Authorized Signatory | |
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| Citigroup Global Markets Inc. | ||
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| By | /s/ Matthew Nicholls | |
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| Authorized Signatory | |
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| Credit Suisse Securities (USA) LLC | ||
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| By | /s/ Joe Hershberger | |
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| Authorized Signatory | |
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| For themselves and as Representatives of the other Underwriters | ||
[Signature Page to Underwriters' Acceleration Request]
