SEC Division of Corporation Finance no-action letter: Ameriprise Financial, Inc.

December 8, 2017
Jonathan R. Tuttle, Esq.
Debevoise & Plimpton LLP
555 13th Street, N.W.
Washington, D.C. 20004
Re: In the Matter of Ameriprise Financial Services, Inc.
Ameriprise Financial, Inc. – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Tuttle:
This is in response to your letter dated December 6, 2017, written on behalf of Ameriprise Financial, Inc. (“Ameriprise”) and constituting an application for relief from Ameriprise being considered an “ineligible issuer” under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). Ameriprise requests relief from being considered an ineligible issuer under Rule 405, due to the entry on December 8, 2017 of a Commission Order (“Order”) pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against Ameriprise Financial Services, Inc. (“AFS”). The Order requires that, among other things, AFS cease and desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Advisers Act and Rules 206(4)-1(a)(5) and 206(4)-7 thereunder. Based on the facts and representations in your letter, and assuming AFS complies with the Order, we have determined that Ameriprise has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that Ameriprise will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from Ameriprise being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance