SEC Division of Corporation Finance no-action letter: TD Ameritrade Holding Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

December 16, 2009
DIYI.ION 01"
CORPORATION PINANCI:
Mr. Peter H. Bresnan
Simpson Thacher & Bartlett LLP
1155 F Street, N.W.
Washington, DC 20004
Re: Investools Inc. et aI., HO-IOS40
TD Ameritrade Holding Corporation - Waiver Request oflneligible Issuer Status under Rule 405 ofthe Securities Aet Dear Mr. Bresnan:
This is in response to your letter dated November 5,2009, written on behalfofTD Ameritrade Holding Corporation (Company) and its wholly-owned subsidiary Investools Inc. (lnvestools) and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 40S(IXvi) ofthe Securities Act of 1933 (Securities Act). On December 10, 2009, the Commission filed a civil injunctive complaint (Complaint), in the United States District Court for the District of Columbia., against lovestools. The complaint alleges that Investools was a "control person" within the meaning of Section 20(a) of the Securities Exchange Act of 1934 (Exchange Act) over certain of its instructors who committed violations of Section IO(b) ofthe Exchange Act and that Investools violated Section 20(a) of the Exchange Act. Investools filed a consent in which it agreed without admitting or denying the allegations ofthe Complaint, to the entry of a Final Judgment against it. Among other things, the Final Judgment as entered on December 16-, 2009, provides for a permanent injunction from committing future violations of
Section IO(b) ofthe Exchange Act and a civil money penalty of $3,000,000.
Based on the facts and representations in your letter, and assuming the Company and Investools comply with the Final Judgment, the Commission, pursuant to delegated authority has determined that the Company has made a showing ofgood cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason ofthe entry ofthe Final Judgment. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 ofthe Securities Act is hereby granted and the effectiveness of such relief is as of the date of the entry of the Final Judgment. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. 7YeerelY , Mary~itz/~. Chief, Office of Enforcement Liaison Division ofCorporation Finance