RegAlert2018-02-28
Added · Updated
SEC Division of Corporation Finance no-action letter: Ameriprise Financial, Inc.
The Division of Corporation Finance grants Ameriprise Financial, Inc. a waiver from being considered an ineligible issuer under Rule 405 of the Securities Act of 1933 due to a cease-and-desist order entered against its subsidiary, Ameriprise Financial Services, Inc. This determination allows Ameriprise to maintain its status as a well-known seasoned issuer, preserving its eligibility for automatic shelf registration statements and other Securities Offering Reform benefits for a period of three years following the order. The waiver is contingent upon Ameriprise Financial Services, Inc.'s compliance with the order, which includes a $230,000 civil monetary penalty and remediation of over $1.9 million in fees and expenses for affected customers.
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February 28, 2018
Christopher R. Long
Vice President and Chief Counsel
Ameriprise Financial
5221 Ameriprise Financial Center
Minneapolis, MN 55474
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. Long:
This is in response to your letter dated February 26, 2018, 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 February 28, 2018 of a Commission Order (“Order”) pursuant to Section 8A of the Securities Act, Section 15(b) of the Securities Exchange Act of 1934, and Section 203(e) of the Investment Advisers Act of 1940 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 17(a)(2) and 17(a)(3) of the Securities Act. 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
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