SEC no-action letter: Bank of America Corporation waiver of ineligible issuer status under Rule 405

UNITED STATES

SECURITIES AND; EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF January 26, 2011 CORPORATION FINANCE Mr. Bruce E. Coolidge Wilmer Cutler Pickering Hale and Dorr LLP 1875 Pennsylvania Avenue, NW Washington, DC 20006 Re: In the Matter ofMerrill Lynch, Pierce, Fenner & Smith Incorporated Bank of America Corporation - Waiver Request oflneligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Coolidge:
This is in response to your letter dated January 20,2011, written on behalf ofBank ofAmerica Corporation (BOA) and its subsidiary Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill) and constituting an application for relief from BOA being considered an "ineligible issuer" under Rule 405(l)(vi) ofthe Securities Act of 1933 (Securities Act). BOA requests relief from being considered an "ineligible issuer" under Rule 405, due to the entry on January 25, 2011, ofa Commission Order (Order) pursuant to Sections 15(b) and 21C ofthe Securities Exchange Act of 1934 (Exchange Act), naming Merrill as a respondent. The Order, among other things, requires that Merrill cease and desist from committing or causing any violations of Sections 15(c)(l)(A), 15(b)(4)(E), 15(g) and 17(a) ofthe Exchange Act. Based on the facts and representations in your letter, and assuming BOA and Merrill comply with the Order, the Commission, pursuant to delegated authority, has detennined that BOA has made a showing of good cause under Rule 405(2) and that BOA will not be considered an ineligible issuer under Rule 405 ofthe Securities Act by reason of the entry ofthe Order. Accordingly, BOA's application for relief is hereby granted, and the effectiveness of such relief is as ofthe date ofthe entry ofthe Order. Any different facts from those represented ornon-compliance with the Order might require us to reach a different conclusion. inc rely, d::ll/ ~d4r-vv,,{) M Kosterlitz Chief, Office ofEnforcement Liaison Division of Corporation Finance