SEC Division of Corporation Finance no-action letter: U.S. Bancorp

Brian L. Rubin, Esq.
Eversheds Sutherland LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001
Re: U.S. Bancorp – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Mr. Rubin:
This is in response to your letter dated June 1, 2020, written on behalf of U.S. Bancorp (“USB”) and constituting an application for relief from USB being considered an “ineligible issuer” under clause (1)(iv) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). USB requests relief from being considered an ineligible issuer under Rule 405, due to the entry on June 1, 2020 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 U.S. Bancorp Investments, Inc. (“USBI”), a subsidiary of USB. The Order requires that, among other things, USBI 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 Rule 206(4)-7 thereunder. We have determined that USB has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that USB will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from USB being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts or circumstances from those represented in the letter 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