SEC Division of Corporation Finance no-action letter: Credit Suisse AG

DIVISION OF
CORPORATION FINANCE
Ms. Lindi Beaudreault
Shearman & Sterling LLP
599 Lexington A venue
New York, NY 10022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
October 19, 2011
Re: In the Matter of Citigroup, Inc. (H0-10740) Credit Suisse AG- Waiver Request oflneligible Issuer Status under Rule 405 of the Securities Act Dear Ms. Beaudreault:
This is in response to your letter dated October 19, 2011, written on behalf of Credit Suisse AG (Company) and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(1)(vi) of the Securities Act of 1933 (Securities Act). The Company requests relief from being considered an "ineligible issuer" under Rule 405, due to the entry on October 19, 2011, of a Commission Order (Order) pursuant to Section 8A of the Securities Act and Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 (Advisers Act) naming Credit Suisse Alternative Capital (CSAC) and Credit Suisse Asset Management, LLC (CSAM), both subsidiaries of the Company, as respondents. The Order requires that, among other things, CSAC and CSAM cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act and Section 206(2) of the Advisers Act. Based on the facts and representations in your letter, and assuming the Company, CSAC and CSAM 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) of the Securities Act and that the Company will not be considered an ineligible issuer by reason of the entry of the 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. Chief, Office of Enforcement Liaison Division of Corporation Finance