SEC Division of Corporation Finance no-action letter: Charles Schwab Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
January 11,2011
Mr. W. Hardy Callcott
Bingham McCutchen LLP
Three Embarcadero Center
San Francisco, California 94111
Re: In the Matter of Schwab YieldPlus Fund (HO-10858) Charles Schwab Corporation - Waiver Request oflneligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Callcott:
This is in response to your letter dated January 4,2011, written on behalf of Charles Schwab & Co., Inc. (CS&Co.), Charles Schwab Investment Management (CSIM), and their parent company the Charles Schwab Corporation (Company) and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(1)(vi) ofthe Securities Act of 1933 (Securities Act). The Company requests relief from being considered an "ineligible issuer" under Rule 405, due to the entry on January 11,2011, of a Commission Order (Order) pursuant to
Section 8A of the Securities Act, naming CS&Co. and CSIM as respondents. The Order requires
that among other things, CS&Co. and CSIM cease and desist from committing or causing any violations, and any future violations of Section 17(a)(2) and Section 17(a)(3) of the Securities Act. Based on the facts and representations in your letter, and assuming the Company, CS&Co and CSIM comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason ofthe entry ofthe Order. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. Sincerely, 1lL~~ Chief, Office of Enforcemen lalson Division of Corporation Finance