SEC Division of Corporation Finance no-action letter: Wells Fargo & Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF June 8, 2009 CORPORATION FINANCE
Mr. David S. Huntington
Paul, Weiss, Rifkind, Wharton & Garrison, LLP 1285 Avenue of the Americas New York, New York 10019-6064 Re: In the Matter ofEvergreen Investment Management Company LLC, CB-2389) Wells Fargo & Company - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Huntington:
This is in response to your letter dated June 4,2009, written on behalf of Wells Fargo & Company (Company) and its subsidiaries Evergreen Investment Management Company, LLC (ElMCO) and Evergreen Investment Services, Inc. (EIS) 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 June 8, 2009, of a Commission Order (Order) pursuant to Sections 15(b), and 21(e) of the Securities Exchange Act of 1934 (Exchange Act), Sections 203(e), and 203(k) ofthe Investment Advisers Act of 1940 (Advisers Act), and Sections 9(b) and 9(f) of the Investment Company Act of 1940 (Investment Company Act) naming EIMCO and EIS as respondents (Respondents). The Order finds, among other things, that:
EIMCO violated and thatEIS aided and abetted and caused EIMCO's violations of Section 206(2) of the Advisers Act; EIMCO violated Section 204A of the Advisers Act; EIS violated
Section 15(f) of the Exchange Act; that EIS violated Rule 22c-l(a) promulgated under the
Investment Company Act; EIMCO aided and abetted and caused violations of Section 17(a)(2) of the Investment Company Act; EIMCO violated Section 34(b) of the Investment Company Act and that EIS violated Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder. Based on the facts and representations in your letter, and assuming the Company and the Respondents 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 of the entry of the Order. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 ofthe 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, !Cco-t;:1.. ?f1~ '0 Chief, Office ofEnforcement Liaison Division of Corporation Finance