In re Ameriprise Financial Services

   
 
 
 
 
UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 100707 / August 14, 2024 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6657 / August 14, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No.  3-22004 
 
 
In the Matter of 
 
Ameriprise Financial Services, 
LLC 
 
Respondent. 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTIONS 15(b) AND 21C 
OF THE SECURITIES EXCHANGE ACT OF 
1934 AND SECTIONS 203(e) AND 203(k) OF 
THE INVESTMENT ADVISERS ACT OF 
1940, MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER 
 
I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby 
are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 
(“Exchange Act”) and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 
(“Advisers Act”) against Ameriprise Financial Services, LLC (“Ameriprise Financial Services” or 
“Respondent”). 
 
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (“Offer”) that the Commission has determined to accept.  Respondent admits the 
facts set forth in Section III below, acknowledges that its conduct violated the federal securities 
laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 
consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, 
Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Sections 203(e) 
and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial 
Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   
 

   
 
 
2 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that 
 
Summary 
1. The federal securities laws impose recordkeeping requirements on broker-dealers 
and registered investment advisers to ensure that they responsibly discharge their crucial role in 
our markets.  The Commission has long said that compliance with these requirements is essential 
to investor protection and the Commission’s efforts to further its mandate of protecting investors, 
maintaining fair, orderly, and efficient markets, and facilitating capital formation. 
2. These proceedings arise out of the widespread and longstanding failure of 
Ameriprise Financial Services personnel throughout the firm, including at senior levels, to 
adhere to certain of these essential requirements and the firm’s own policies.  Using their 
personal devices, these personnel communicated both internally and externally by text messages 
and/or other unapproved written communications platforms (“off-channel communications”). 
3. From at least June 2019 (the “Relevant Period”), Ameriprise Financial Services 
personnel sent and received off-channel communications that were records required to be 
maintained under Exchange Act Rule 17a-4(b)(4) and/or Advisers Act Rule 204-2(a)(7).  
Respondent did not maintain or preserve the substantial majority of these written 
communications.  Respondent’s failures were firm-wide and involved personnel at various levels 
of authority throughout the organization.  As a result, Ameriprise Financial Services violated 
Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder and Section 204 of the 
Advisers Act and Rule 204-2(a)(7) thereunder. 
4. Ameriprise Financial Services’ widespread failure to implement a system 
reasonably expected to determine whether personnel were following its policies and procedures 
that prohibit off-channel communications led to its failure to reasonably supervise its personnel 
within the meaning of Section 15(b)(4)(E) of the Exchange Act and Section 203(e)(6) of the 
Advisers Act.  
5. During the Relevant Period, Ameriprise Financial Services received and 
responded to Commission subpoenas for documents and/or records requests in a number of 
Commission investigations.  As a result, Ameriprise Financial Service’s recordkeeping failures 
likely impacted the Commission’s ability to carry out its regulatory functions and investigate 
violations of the federal securities laws across these investigations.   
6. Commission staff found Ameriprise Financial Services’ misconduct after 
commencing a risk-based initiative to investigate the use of off-channel and unpreserved 
communications at investment advisers.  Ameriprise Financial Services has initiated a review of 
its recordkeeping failures and begun a program of remediation.  As set forth in the Undertakings 
below, Ameriprise Financial Services will retain a compliance consultant to review and assess 
 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding.  

   
 
 
3 
Ameriprise Financial Services’ remedial steps relating to its recordkeeping practices, policies 
and procedures, related supervisory practices, and employment actions. 
Respondent 
7. Ameriprise Financial Services is a Delaware limited liability company with its 
principal office in Minneapolis, Minnesota, and has been registered with the Commission as a 
broker-dealer since 1971 and as an investment adviser since 1986.  It is a wholly owned indirect 
subsidiary of Ameriprise Financial, Inc. a company headquartered in Minneapolis and incorporated 
in Delaware. 
Recordkeeping Requirements under the Exchange and Advisers Acts 
8. Section 17(a)(1) of the Exchange Act and Section 204 of the Advisers Act 
authorize the Commission to issue rules requiring, respectively, broker-dealers and investment 
advisers to make and keep for prescribed periods, and furnish copies of, such records as 
necessary or appropriate in the public interest, for the protection of investors or, with respect to 
the Exchange Act, otherwise in furtherance of the purposes of the Exchange Act. 
9. The Commission adopted Rule 17a-4 under the Exchange Act and Rule 204-2 
under the Advisers Act pursuant to this authority.  These rules specify the manner and length of 
time that the records created in accordance with Commission rules, and certain other records 
produced by broker-dealers or investment advisers, must be maintained and produced promptly 
to Commission representatives.   
10. The rules adopted under Section 17(a)(1) of the Exchange Act, including Rule 
17a-4(b)(4), require that broker-dealers preserve in an easily accessible place originals of all 
communications received and copies of all communications sent relating to the broker-dealer’s 
business as such.  These rules impose minimum recordkeeping requirements that are based on 
standards a prudent broker-dealer should follow in the normal course of business.  
11. The Commission previously has stated that these and other recordkeeping 
requirements “are an integral part of the investor protection function of the Commission, and 
other securities regulators, in that the preserved records are the primary means of monitoring 
compliance with applicable securities laws, including antifraud provisions and financial 
responsibility standards.”  Commission Guidance to Broker-Dealers on the Use of Electronic 
Storage Media under the Electronic Signatures in Global and National Commerce Act of 2000 
with Respect to Rule 17a-4(f), 17 C.F.R. Part 241, Exchange Act Rel. No. 44238 (May 1, 2001). 
12. The rules adopted under Advisers Act Section 204, including Advisers Act Rule 
204-2(a)(7), require that investment advisers preserve in an easily accessible place originals of all 
communications received and copies of all written communications sent relating to, among other 
things: (a) any recommendation made or proposed to be made and any advice given or proposed to 
be given; (b) any receipt, disbursement or delivery of funds or securities; (c) the placing or 
execution of any order to purchase or sell any security; or (d) predecessor performance and the 
performance or rate of return of any or all managed accounts, portfolios, or securities 
recommendations. 

   
 
 
4 
Ameriprise Financial Services’ Policies and Procedures 
13. Ameriprise Financial Services maintained certain policies and procedures 
designed to ensure the retention of business-related records, including electronic 
communications, in compliance with the relevant recordkeeping provisions.   
14. Ameriprise Financial Services personnel were advised that the use of unapproved 
electronic communications methods, including on their personal devices, was not permitted, and 
that they should not use personal email or unapproved chat or text messaging applications for 
business purposes.  
15. Messages sent through Ameriprise Financial Services’ approved communications 
methods were monitored, subject to review, and, when appropriate, archived.  Messages sent 
through unapproved communications methods, such as unapproved applications on personal 
devices, were not monitored, subject to review or archived. 
16. Ameriprise Financial Services conducted trainings for its personnel, which were 
designed to address the firm’s supervision of its personnel and adherence to Ameriprise 
Financial Services’ books and recordkeeping requirements.  The policies and related trainings 
notified personnel that electronic communications on approved platforms were subject to 
surveillance by Ameriprise Financial Services.  Ameriprise Financial Services also required from 
its personnel annual attestations of compliance with its policies and procedures regarding 
electronic communications.  
17. Ameriprise Financial Services, however, failed to implement a system of follow-
up and review reasonably expected to determine whether personnel were following its policies.  
While permitting its personnel to use approved communications methods, including on personal 
phones, for business communications, Ameriprise Financial Services failed to implement 
sufficient monitoring to ensure that its recordkeeping and communications policies were being 
followed. 
Ameriprise Financial Services’ Recordkeeping Failures Across Its Brokerage and Investment 
Advisory Businesses 
18. In October 2022, the Commission staff commenced a risk-based initiative to 
investigate whether investment advisers were properly maintaining communications that they 
were required to preserve as records under the Advisers Act.  Ameriprise Financial Services 
cooperated with the investigation by proactively gathering and reviewing communications from 
the personal devices of certain of its personnel and responding to the staff’s requests for 
additional information.  Ameriprise Financial Services also produced, at the request of the 
Commission staff, off-channel communications of a subset of these personnel relating to 
Ameriprise Financial Services’ investment advisory and brokerage businesses.  These personnel 
included private wealth advisors who are managers, each of whom is a supervised person of 
Ameriprise Financial Services in its capacity both as an investment adviser and as a broker-
dealer. 

   
 
 
5 
19. The Commission staff’s investigation found pervasive off-channel 
communications by Ameriprise Financial Services personnel.  The majority of Ameriprise 
Financial Services personnel whose communications were reviewed in the course of the 
investigation had sent or received multiple off-channel communications that were records 
required to be preserved by Ameriprise Financial Services under the Advisers Act and/or 
Exchange Act.  These off-channel communications were sent among Ameriprise Financial 
Services colleagues as well as to and from Ameriprise Financial Services clients and customers.  
20. The investigation found numerous off-channel communications that were records 
required to be preserved under the Exchange Act.  For example, an Ameriprise Financial Services 
private wealth advisor and a colleague exchanged multiple text messages on an unapproved 
platform concerning a trade correction in a customer’s account.  As another example, an 
Ameriprise Financial Services private wealth advisor and colleague exchanged text messages on an 
unapproved platform concerning customer brokerage account documents. 
21. Off-channel communications included records required to be preserved under the 
Advisers Act because they related to an advisory recommendation made or proposed to be made 
or advice given or proposed to be given. For example, an Ameriprise Financial Services private 
wealth advisor sent a text message on an unapproved platform to a client with recommendations 
to sell and/or buy securities of several specific companies. 
22. Other off-channel communications were records required to be preserved under 
the Advisers Act because they related to the investment adviser’s receipt, disbursement or 
delivery of funds or securities.  For example, an Ameriprise Financial Services private wealth 
advisor and colleague exchanged multiple text messages on an unapproved platform regarding 
the receipt and deposit of funds from a client. 
23. The investigation also found off-channel communications that were records 
required to be preserved under the Advisers Act because they related to the performance or rate of 
return of Ameriprise Financial Services client managed accounts, portfolios, or securities 
recommendations.  For example, an Ameriprise Financial Services private wealth advisor and 
colleague exchanged text messages on an unapproved platform regarding the performance of three 
securities recommendations. 
Ameriprise Financial Services’ Failure to Preserve Required Records Potentially 
Compromised and Delayed Commission Matters 
24. During the Relevant Period, Ameriprise Financial Services received and 
responded to Commission subpoenas for documents and/or records requests in Commission 
investigations.  By failing to maintain and preserve required records relating to its businesses, 
Ameriprise Financial Services likely deprived the Commission of these off-channel 
communications in various investigations. 

   
 
 
6 
Ameriprise Financial Services’ Violations and Failure to Supervise 
25. As a result of the conduct described above, from at least June 2019 through the 
date of this Order, Ameriprise Financial Services willfully
2
 violated Section 17(a) of the 
Exchange Act and Rule 17a-4(b)(4) thereunder.   
26. As a result of the conduct described above, from at least June 2019 through the 
date of this Order, Ameriprise Financial Services willfully violated Section 204 of the Advisers 
Act and Rule 204-2(a)(7) thereunder. 
27. As a result of the conduct described above, Ameriprise Financial Services failed 
reasonably to supervise its personnel, with a view to preventing or detecting certain of its 
supervised persons’ aiding and abetting violations of Section 17(a) of the Exchange Act and Rule 
17a-4(b)(4) thereunder, within the meaning of Section 15(b)(4)(E) of the Exchange Act.  
28. As a result of the conduct described above, Ameriprise Financial Services failed 
reasonably to supervise its personnel, with a view to preventing or detecting certain of its 
supervised persons’ aiding and abetting violations of Section 204 of the Advisers Act and Rule 
204-2(a)(7) thereunder, within the meaning of Section 203(e)(6) of the Advisers Act. 
Ameriprise Financial Services’ Remedial Efforts 
29. In determining to accept the Offer, the Commission considered steps undertaken by 
Ameriprise Financial Services prior to and after being approached by Commission staff, including 
taking initial steps in May 2019 to implement an on-channel texting application tool for 
Ameriprise Financial Services personnel, as well as cooperation afforded the Commission staff. 
Undertakings 
30. Prior to this action, Ameriprise Financial Services enhanced its policies and 
procedures, and increased training concerning the use of approved communications methods, 
including on personal devices.  In addition, Ameriprise Financial Services has undertaken to: 
31. Compliance Consultant. 
a.  Ameriprise Financial Services shall retain, within thirty (30) days of the entry 
of this Order, the services of a compliance consultant (“Compliance Consultant”) that is 
not unacceptable to the Commission staff.  Prior to the entry of this Order, Ameriprise 
Financial Services retained the services of a consultant to address the issues in this Order.  
The Compliance Consultant may be the same consultant previously engaged by 
Ameriprise Financial Services.  The Compliance Consultant’s compensation and 
expenses shall be borne exclusively by Ameriprise Financial Services. 
 
2
  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and Section 203(e) of 
the Advisers Act “‘means no more than that the person charged with the duty knows what he is doing.’”  See 
Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  
There is no requirement that the actor “also be aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 
344 F.2d 5, 8 (2d Cir. 1965).   

   
 
 
7 
 
b.  Ameriprise Financial Services will oversee the work of the Compliance 
Consultant. 
 
c.  Ameriprise Financial Services shall provide to the Commission staff, within 
sixty (60) days of the entry of this Order, a copy of the engagement letter detailing the 
Compliance Consultant’s responsibilities, which shall include a comprehensive 
compliance review as described below.  Ameriprise Financial Services shall require that, 
within ninety (90) days of the date of the engagement letter, the Compliance Consultant 
conduct: 
 
i.  A comprehensive review of Ameriprise Financial Services’ supervisory, 
compliance, and other policies and procedures designed to ensure that Ameriprise 
Financial Services’ electronic communications, including those found on personal 
electronic devices, including without limitation, cellular phones (“Personal 
Devices”), are preserved in accordance with the requirements of the federal 
securities laws. 
 
ii.  A comprehensive review of training conducted by Ameriprise 
Financial Services to ensure personnel are complying with the requirements 
regarding the preservation of electronic communications, including those found 
on Personal Devices, in accordance with the requirements of the federal securities 
laws, including by ensuring that Ameriprise Financial Services personnel certify 
in writing on a quarterly basis that they are complying with preservation 
requirements.  
 
iii.  An assessment of the surveillance program measures implemented by 
Ameriprise Financial Services to ensure compliance, on an ongoing basis, with 
the requirements found in the federal securities laws to preserve electronic 
communications, including those found on Personal Devices. 
 
iv.  An assessment of the technological solutions that Ameriprise Financial 
Services has begun implementing to meet the record retention requirements of the 
federal securities laws, including an assessment of the likelihood that Ameriprise 
Financial Services personnel will use the technological solutions going forward 
and a review of the measures employed by Ameriprise Financial Services to track 
personnel usage of new technological solutions.  
 
v.  An assessment of the measures used by Ameriprise Financial Services 
to prevent the use of unauthorized communications methods for business 
communications by its personnel.  This assessment should include, but not be 
limited to, a review of Ameriprise Financial Services’ policies and procedures to 
ascertain if they provide for any significant technology and/or behavioral 
restrictions that help prevent the risk of the use of unapproved communications 
methods on Personal Devices (e.g., trading floor restrictions).   
 

   
 
 
8 
vi.  A review of Ameriprise Financial Services’ electronic 
communications surveillance routines to ensure that electronic communications 
through approved communications methods found on Personal Devices are 
incorporated into Ameriprise Financial Services’ overall communications 
surveillance program.   
 
vii.  A comprehensive review of the framework adopted by Ameriprise 
Financial Services to address instances of non-compliance by Ameriprise 
Financial Services personnel with Ameriprise Financial Services’ policies and 
procedures concerning the use of Personal Devices to communicate about 
Ameriprise Financial Services business in the past.  This review shall include a 
survey of how Ameriprise Financial Services determined which personnel failed 
to comply with Ameriprise Financial Services policies and procedures, the 
corrective action carried out, an evaluation of who violated policies and why, 
what penalties were imposed, and whether penalties were handed out consistently 
across business lines and seniority levels.   
 
d.  Ameriprise Financial Services shall require that, within forty-five (45) days 
after completion of the review set forth in sub-paragraphs c.i. through c.vii. above, the 
Compliance Consultant shall submit a detailed written report of its findings to Ameriprise 
Financial Services and to the Commission staff (the “Report”).  Ameriprise Financial 
Services shall require that the Report include a description of the review performed, the 
names of the individuals who performed the review, the conclusions reached, the 
Compliance Consultant’s recommendations for changes in or improvements to 
Ameriprise Financial Services’ policies and procedures, and a summary of the plan for 
implementing the recommended changes in or improvements to Ameriprise Financial 
Services’ policies and procedures. 
 
e.  Ameriprise Financial Services shall adopt all recommendations contained in 
the Report within ninety (90) days of the date of the Report; provided, however, that 
within forty-five (45) days after the date of the Report, Ameriprise Financial Services 
shall advise the Compliance Consultant and the Commission staff in writing of any 
recommendations that Ameriprise Financial Services considers to be unduly burdensome, 
impractical, or inappropriate.  With respect to any recommendation that Ameriprise 
Financial Services considers unduly burdensome, impractical, or inappropriate, 
Ameriprise Financial Services need not adopt such recommendation at that time, but shall 
propose in writing an alternative policy, procedure, or disclosure designed to achieve the 
same objective or purpose. 
 
f.  As to any recommendation concerning Ameriprise Financial Services’ policies 
or procedures on which Ameriprise Financial Services and the Compliance Consultant do 
not agree, Ameriprise Financial Services and the Compliance Consultant shall attempt in 
good faith to reach an agreement within sixty (60) days after the date of the Report.  
Within fifteen (15) days after the conclusion of the discussion and evaluation by 
Ameriprise Financial Services and the Compliance Consultant, Ameriprise Financial 
Services shall require that the Compliance Consultant inform Ameriprise Financial 

   
 
 
9 
Services and the Commission staff in writing of the Compliance Consultant’s final 
determination concerning any recommendation that Ameriprise Financial Services 
considers to be unduly burdensome, impractical, or inappropriate.  Ameriprise Financial 
Services shall abide by the determinations of the Compliance Consultant and, within 
sixty (60) days after final agreement between Ameriprise Financial Services and the 
Compliance Consultant or final determination by the Compliance Consultant, whichever 
occurs first, Ameriprise Financial Services shall adopt and implement all of the 
recommendations that the Compliance Consultant deems appropriate. 
 
g.  Ameriprise Financial Services shall cooperate fully with the Compliance 
Consultant and shall provide the Compliance Consultant with access to such of 
Ameriprise Financial Services’ files, books, records, and personnel as are reasonably 
requested by the Compliance Consultant for review. 
 
h. Ameriprise Financial Services shall not have the authority to terminate the 
Compliance Consultant or substitute another compliance consultant for the initial 
Compliance Consultant, without the prior written approval of the Commission staff.  
Ameriprise Financial Services shall compensate the Compliance Consultant and persons 
engaged to assist the Compliance Consultant for services rendered under this Order at 
their reasonable and customary rates. 
 
i.  For the period of engagement and for a period of two (2) years from 
completion of the engagement, Ameriprise Financial Services shall not (i) retain the 
Compliance Consultant for any other professional services outside of the services 
described in this Order; (ii) enter into any other professional relationship with the 
Compliance Consultant, including any employment, consultant, attorney-client, auditing 
or other professional relationship; or (iii) enter, without prior written consent of the 
Commission staff, into any such professional relationship with any of the Compliance 
Consultant’s present or former affiliates, employers, directors, officers, employees, or 
agents acting in their capacity as such. 
 
j.  The Report by the Compliance Consultant will likely include confidential 
financial, proprietary, competitive business or commercial information.  Public disclosure 
of the Report could discourage cooperation, impede pending or potential government 
investigations or undermine the objectives of the reporting requirement.  For these 
reasons, among others, the Report and the contents thereof are intended to remain and 
shall remain non-public, except (1) pursuant to court order, (2) as agreed to by the parties 
in writing, (3) to the extent that the Commission determines in its sole discretion that 
disclosure would be in furtherance of the Commission’s discharge of its duties and 
responsibilities, or (4) as otherwise required by law. 
 
32. One-Year Evaluation.  Ameriprise Financial Services shall require the 
Compliance Consultant to assess Ameriprise Financial Services’ program for the preservation, as 
required under the federal securities laws, of electronic communications, including those found 
on Personal Devices, commencing one year after submitting the Report required by Paragraph 
31.d above.  Ameriprise Financial Services shall require this review to evaluate Ameriprise 

   
 
 
10 
Financial Services’ progress in the areas described in Paragraph 31.c.i-vii above.  After this 
review, Ameriprise Financial Services shall require the Compliance Consultant to submit a 
report (the “One Year Report”) to Ameriprise Financial Services and the Commission staff and 
shall ensure that the One Year Report includes an updated assessment of Ameriprise Financial 
Services’ policies and procedures with regard to the preservation of electronic communications 
(including those found on Personal Devices), training, surveillance programs, and technological 
solutions implemented in the prior year period.  
33. Reporting Discipline Imposed.  For two (2) years following the entry of this Order, 
Ameriprise Financial Services shall notify the Commission staff as follows upon the imposition of 
any discipline imposed by Ameriprise Financial Services, including, but not limited to: written 
warnings; loss of any pay, bonus, or incentive compensation; or the termination of employment or 
contract; with respect to any personnel found to have violated Ameriprise Financial Services’ 
policies and procedures concerning the preservation of electronic communications, including those 
found on Personal Devices:  at least forty-eight (48) hours before the filing of a Form U-5, or 
within ten (10) days of the imposition of other discipline.   
34. Internal Audit.  In addition to the Compliance Consultant’s review and issuance of 
the One Year Report, Ameriprise Financial Services will have its Internal Audit function conduct 
a separate audit(s) to assess Ameriprise Financial Services’ progress in the areas described in 
Paragraph 31.c.i-vii above.  After completion of this audit(s), Ameriprise Financial Services shall 
ensure that Internal Audit submits a report to Ameriprise Financial Services and to the 
Commission staff. 
35. Recordkeeping.  Ameriprise Financial Services shall preserve, for a period of not 
less than six (6) years from the end of the fiscal year last used, the first two (2) years in an easily 
accessible place, any record of compliance with these undertakings. 
36. Deadlines.  For good cause shown, the Commission staff may extend any of the 
procedural dates relating to the undertakings.  Deadlines for procedural dates shall be counted in 
calendar days, except that if the last day falls on a weekend or federal holiday, the next business 
day shall be considered to be the last day. 
37. Certification.  Ameriprise Financial Services shall certify, in writing, compliance 
with the undertakings set forth above.  The certification shall identify the undertakings, provide 
written evidence of compliance in the form of a narrative, and be supported by exhibits sufficient 
to demonstrate compliance.  The Commission staff may make reasonable requests for further 
evidence of compliance, and Respondent agrees to provide such evidence.  The certification and 
supporting material shall be submitted to Thomas P. Smith, Jr., Associate Regional Director, 
Division of Enforcement, Securities and Exchange Commission, New York Regional Office, 100 
Pearl Street, Suite 20-100, New York, NY 10004, or such other person as the Commission staff 
may request, with a copy to the Office of Chief Counsel of the Enforcement Division, no later 
than sixty (60) days from the date of the completion of the undertakings. 

   
 
 
11 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Sections 
203(e) and 203(k) of the Advisers Act, it is hereby ORDERED that: 
 
A. Respondent cease and desist from committing or causing any violations and any 
future violations of Section 17(a) of the Exchange Act and Rule 17a-4 thereunder. 
B. Respondent cease and desist from committing or causing any violations and any 
future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 
C. Respondent is censured.  
 
D. Respondent shall comply with the undertakings enumerated in paragraphs 30 to 
37 above. 
  
 E. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $50,000,000 to the Securities and Exchange Commission for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   
 
 Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Ameriprise Financial Services as the Respondent in these proceedings, and the file number of 
these proceedings; a copy of the cover letter and check or money order must be sent to Thomas 

   
 
 
12 
P. Smith, Jr., Associate Regional Director, Division of Enforcement, Securities and Exchange 
Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 10004.   
 
 F. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 100707 / August 14, 2024 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6657 / August 14, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No.  3-22004 

 

 

In the Matter of 

 

Ameriprise Financial Services, 

LLC 

 

Respondent. 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 15(b) AND 21C 

OF THE SECURITIES EXCHANGE ACT OF 

1934 AND SECTIONS 203(e) AND 203(k) OF 

THE INVESTMENT ADVISERS ACT OF 

1940, MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-

AND-DESIST ORDER 

 

I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative and cease-and-desist proceedings be, and hereby 

are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 

(“Exchange Act”) and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 

(“Advisers Act”) against Ameriprise Financial Services, LLC (“Ameriprise Financial Services” or 

“Respondent”). 

 

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (“Offer”) that the Commission has determined to accept.  Respondent admits the 

facts set forth in Section III below, acknowledges that its conduct violated the federal securities 

laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 

consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, 

Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Sections 203(e) 

and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial 

Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   

 



   

 

 

2 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that 

 

Summary 

1. The federal securities laws impose recordkeeping requirements on broker-dealers 

and registered investment advisers to ensure that they responsibly discharge their crucial role in 

our markets.  The Commission has long said that compliance with these requirements is essential 

to investor protection and the Commission’s efforts to further its mandate of protecting investors, 

maintaining fair, orderly, and efficient markets, and facilitating capital formation. 

2. These proceedings arise out of the widespread and longstanding failure of 

Ameriprise Financial Services personnel throughout the firm, including at senior levels, to 

adhere to certain of these essential requirements and the firm’s own policies.  Using their 

personal devices, these personnel communicated both internally and externally by text messages 

and/or other unapproved written communications platforms (“off-channel communications”). 

3. From at least June 2019 (the “Relevant Period”), Ameriprise Financial Services 

personnel sent and received off-channel communications that were records required to be 

maintained under Exchange Act Rule 17a-4(b)(4) and/or Advisers Act Rule 204-2(a)(7).  

Respondent did not maintain or preserve the substantial majority of these written 

communications.  Respondent’s failures were firm-wide and involved personnel at various levels 

of authority throughout the organization.  As a result, Ameriprise Financial Services violated 

Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder and Section 204 of the 

Advisers Act and Rule 204-2(a)(7) thereunder. 

4. Ameriprise Financial Services’ widespread failure to implement a system 

reasonably expected to determine whether personnel were following its policies and procedures 

that prohibit off-channel communications led to its failure to reasonably supervise its personnel 

within the meaning of Section 15(b)(4)(E) of the Exchange Act and Section 203(e)(6) of the 

Advisers Act.  

5. During the Relevant Period, Ameriprise Financial Services received and 

responded to Commission subpoenas for documents and/or records requests in a number of 

Commission investigations.  As a result, Ameriprise Financial Service’s recordkeeping failures 

likely impacted the Commission’s ability to carry out its regulatory functions and investigate 

violations of the federal securities laws across these investigations.   

6. Commission staff found Ameriprise Financial Services’ misconduct after 

commencing a risk-based initiative to investigate the use of off-channel and unpreserved 

communications at investment advisers.  Ameriprise Financial Services has initiated a review of 

its recordkeeping failures and begun a program of remediation.  As set forth in the Undertakings 

below, Ameriprise Financial Services will retain a compliance consultant to review and assess 

 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.  



   

 

 

3 

Ameriprise Financial Services’ remedial steps relating to its recordkeeping practices, policies 

and procedures, related supervisory practices, and employment actions. 

Respondent 

7. Ameriprise Financial Services is a Delaware limited liability company with its 

principal office in Minneapolis, Minnesota, and has been registered with the Commission as a 

broker-dealer since 1971 and as an investment adviser since 1986.  It is a wholly owned indirect 

subsidiary of Ameriprise Financial, Inc. a company headquartered in Minneapolis and incorporated 

in Delaware. 

Recordkeeping Requirements under the Exchange and Advisers Acts 

8. Section 17(a)(1) of the Exchange Act and Section 204 of the Advisers Act 

authorize the Commission to issue rules requiring, respectively, broker-dealers and investment 

advisers to make and keep for prescribed periods, and furnish copies of, such records as 

necessary or appropriate in the public interest, for the protection of investors or, with respect to 

the Exchange Act, otherwise in furtherance of the purposes of the Exchange Act. 

9. The Commission adopted Rule 17a-4 under the Exchange Act and Rule 204-2 

under the Advisers Act pursuant to this authority.  These rules specify the manner and length of 

time that the records created in accordance with Commission rules, and certain other records 

produced by broker-dealers or investment advisers, must be maintained and produced promptly 

to Commission representatives.   

10. The rules adopted under Section 17(a)(1) of the Exchange Act, including Rule 

17a-4(b)(4), require that broker-dealers preserve in an easily accessible place originals of all 

communications received and copies of all communications sent relating to the broker-dealer’s 

business as such.  These rules impose minimum recordkeeping requirements that are based on 

standards a prudent broker-dealer should follow in the normal course of business.  

11. The Commission previously has stated that these and other recordkeeping 

requirements “are an integral part of the investor protection function of the Commission, and 

other securities regulators, in that the preserved records are the primary means of monitoring 

compliance with applicable securities laws, including antifraud provisions and financial 

responsibility standards.”  Commission Guidance to Broker-Dealers on the Use of Electronic 

Storage Media under the Electronic Signatures in Global and National Commerce Act of 2000 

with Respect to Rule 17a-4(f), 17 C.F.R. Part 241, Exchange Act Rel. No. 44238 (May 1, 2001). 

12. The rules adopted under Advisers Act Section 204, including Advisers Act Rule 

204-2(a)(7), require that investment advisers preserve in an easily accessible place originals of all 

communications received and copies of all written communications sent relating to, among other 

things: (a) any recommendation made or proposed to be made and any advice given or proposed to 

be given; (b) any receipt, disbursement or delivery of funds or securities; (c) the placing or 

execution of any order to purchase or sell any security; or (d) predecessor performance and the 

performance or rate of return of any or all managed accounts, portfolios, or securities 

recommendations. 



   

 

 

4 

Ameriprise Financial Services’ Policies and Procedures 

13. Ameriprise Financial Services maintained certain policies and procedures 

designed to ensure the retention of business-related records, including electronic 

communications, in compliance with the relevant recordkeeping provisions.   

14. Ameriprise Financial Services personnel were advised that the use of unapproved 

electronic communications methods, including on their personal devices, was not permitted, and 

that they should not use personal email or unapproved chat or text messaging applications for 

business purposes.  

15. Messages sent through Ameriprise Financial Services’ approved communications 

methods were monitored, subject to review, and, when appropriate, archived.  Messages sent 

through unapproved communications methods, such as unapproved applications on personal 

devices, were not monitored, subject to review or archived. 

16. Ameriprise Financial Services conducted trainings for its personnel, which were 

designed to address the firm’s supervision of its personnel and adherence to Ameriprise 

Financial Services’ books and recordkeeping requirements.  The policies and related trainings 

notified personnel that electronic communications on approved platforms were subject to 

surveillance by Ameriprise Financial Services.  Ameriprise Financial Services also required from 

its personnel annual attestations of compliance with its policies and procedures regarding 

electronic communications.  

17. Ameriprise Financial Services, however, failed to implement a system of follow-

up and review reasonably expected to determine whether personnel were following its policies.  

While permitting its personnel to use approved communications methods, including on personal 

phones, for business communications, Ameriprise Financial Services failed to implement 

sufficient monitoring to ensure that its recordkeeping and communications policies were being 

followed. 

Ameriprise Financial Services’ Recordkeeping Failures Across Its Brokerage and Investment 

Advisory Businesses 

18. In October 2022, the Commission staff commenced a risk-based initiative to 

investigate whether investment advisers were properly maintaining communications that they 

were required to preserve as records under the Advisers Act.  Ameriprise Financial Services 

cooperated with the investigation by proactively gathering and reviewing communications from 

the personal devices of certain of its personnel and responding to the staff’s requests for 

additional information.  Ameriprise Financial Services also produced, at the request of the 

Commission staff, off-channel communications of a subset of these personnel relating to 

Ameriprise Financial Services’ investment advisory and brokerage businesses.  These personnel 

included private wealth advisors who are managers, each of whom is a supervised person of 

Ameriprise Financial Services in its capacity both as an investment adviser and as a broker-

dealer. 



   

 

 

5 

19. The Commission staff’s investigation found pervasive off-channel 

communications by Ameriprise Financial Services personnel.  The majority of Ameriprise 

Financial Services personnel whose communications were reviewed in the course of the 

investigation had sent or received multiple off-channel communications that were records 

required to be preserved by Ameriprise Financial Services under the Advisers Act and/or 

Exchange Act.  These off-channel communications were sent among Ameriprise Financial 

Services colleagues as well as to and from Ameriprise Financial Services clients and customers.  

20. The investigation found numerous off-channel communications that were records 

required to be preserved under the Exchange Act.  For example, an Ameriprise Financial Services 

private wealth advisor and a colleague exchanged multiple text messages on an unapproved 

platform concerning a trade correction in a customer’s account.  As another example, an 

Ameriprise Financial Services private wealth advisor and colleague exchanged text messages on an 

unapproved platform concerning customer brokerage account documents. 

21. Off-channel communications included records required to be preserved under the 

Advisers Act because they related to an advisory recommendation made or proposed to be made 

or advice given or proposed to be given. For example, an Ameriprise Financial Services private 

wealth advisor sent a text message on an unapproved platform to a client with recommendations 

to sell and/or buy securities of several specific companies. 

22. Other off-channel communications were records required to be preserved under 

the Advisers Act because they related to the investment adviser’s receipt, disbursement or 

delivery of funds or securities.  For example, an Ameriprise Financial Services private wealth 

advisor and colleague exchanged multiple text messages on an unapproved platform regarding 

the receipt and deposit of funds from a client. 

23. The investigation also found off-channel communications that were records 

required to be preserved under the Advisers Act because they related to the performance or rate of 

return of Ameriprise Financial Services client managed accounts, portfolios, or securities 

recommendations.  For example, an Ameriprise Financial Services private wealth advisor and 

colleague exchanged text messages on an unapproved platform regarding the performance of three 

securities recommendations. 

Ameriprise Financial Services’ Failure to Preserve Required Records Potentially 

Compromised and Delayed Commission Matters 

24. During the Relevant Period, Ameriprise Financial Services received and 

responded to Commission subpoenas for documents and/or records requests in Commission 

investigations.  By failing to maintain and preserve required records relating to its businesses, 

Ameriprise Financial Services likely deprived the Commission of these off-channel 

communications in various investigations. 



   

 

 

6 

Ameriprise Financial Services’ Violations and Failure to Supervise 

25. As a result of the conduct described above, from at least June 2019 through the 

date of this Order, Ameriprise Financial Services willfully2 violated Section 17(a) of the 

Exchange Act and Rule 17a-4(b)(4) thereunder.   

26. As a result of the conduct described above, from at least June 2019 through the 

date of this Order, Ameriprise Financial Services willfully violated Section 204 of the Advisers 

Act and Rule 204-2(a)(7) thereunder. 

27. As a result of the conduct described above, Ameriprise Financial Services failed 

reasonably to supervise its personnel, with a view to preventing or detecting certain of its 

supervised persons’ aiding and abetting violations of Section 17(a) of the Exchange Act and Rule 

17a-4(b)(4) thereunder, within the meaning of Section 15(b)(4)(E) of the Exchange Act.  

28. As a result of the conduct described above, Ameriprise Financial Services failed 

reasonably to supervise its personnel, with a view to preventing or detecting certain of its 

supervised persons’ aiding and abetting violations of Section 204 of the Advisers Act and Rule 

204-2(a)(7) thereunder, within the meaning of Section 203(e)(6) of the Advisers Act. 

Ameriprise Financial Services’ Remedial Efforts 

29. In determining to accept the Offer, the Commission considered steps undertaken by 

Ameriprise Financial Services prior to and after being approached by Commission staff, including 

taking initial steps in May 2019 to implement an on-channel texting application tool for 

Ameriprise Financial Services personnel, as well as cooperation afforded the Commission staff. 

Undertakings 

30. Prior to this action, Ameriprise Financial Services enhanced its policies and 

procedures, and increased training concerning the use of approved communications methods, 

including on personal devices.  In addition, Ameriprise Financial Services has undertaken to: 

31. Compliance Consultant. 

a.  Ameriprise Financial Services shall retain, within thirty (30) days of the entry 

of this Order, the services of a compliance consultant (“Compliance Consultant”) that is 

not unacceptable to the Commission staff.  Prior to the entry of this Order, Ameriprise 

Financial Services retained the services of a consultant to address the issues in this Order.  

The Compliance Consultant may be the same consultant previously engaged by 

Ameriprise Financial Services.  The Compliance Consultant’s compensation and 

expenses shall be borne exclusively by Ameriprise Financial Services. 

 
2  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and Section 203(e) of 

the Advisers Act “‘means no more than that the person charged with the duty knows what he is doing.’”  See 

Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  

There is no requirement that the actor “also be aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 

344 F.2d 5, 8 (2d Cir. 1965).   



   

 

 

7 

 

b.  Ameriprise Financial Services will oversee the work of the Compliance 

Consultant. 

 

c.  Ameriprise Financial Services shall provide to the Commission staff, within 

sixty (60) days of the entry of this Order, a copy of the engagement letter detailing the 

Compliance Consultant’s responsibilities, which shall include a comprehensive 

compliance review as described below.  Ameriprise Financial Services shall require that, 

within ninety (90) days of the date of the engagement letter, the Compliance Consultant 

conduct: 

 

i.  A comprehensive review of Ameriprise Financial Services’ supervisory, 

compliance, and other policies and procedures designed to ensure that Ameriprise 

Financial Services’ electronic communications, including those found on personal 

electronic devices, including without limitation, cellular phones (“Personal 

Devices”), are preserved in accordance with the requirements of the federal 

securities laws. 

 

ii.  A comprehensive review of training conducted by Ameriprise 

Financial Services to ensure personnel are complying with the requirements 

regarding the preservation of electronic communications, including those found 

on Personal Devices, in accordance with the requirements of the federal securities 

laws, including by ensuring that Ameriprise Financial Services personnel certify 

in writing on a quarterly basis that they are complying with preservation 

requirements.  

 

iii.  An assessment of the surveillance program measures implemented by 

Ameriprise Financial Services to ensure compliance, on an ongoing basis, with 

the requirements found in the federal securities laws to preserve electronic 

communications, including those found on Personal Devices. 

 

iv.  An assessment of the technological solutions that Ameriprise Financial 

Services has begun implementing to meet the record retention requirements of the 

federal securities laws, including an assessment of the likelihood that Ameriprise 

Financial Services personnel will use the technological solutions going forward 

and a review of the measures employed by Ameriprise Financial Services to track 

personnel usage of new technological solutions.  

 

v.  An assessment of the measures used by Ameriprise Financial Services 

to prevent the use of unauthorized communications methods for business 

communications by its personnel.  This assessment should include, but not be 

limited to, a review of Ameriprise Financial Services’ policies and procedures to 

ascertain if they provide for any significant technology and/or behavioral 

restrictions that help prevent the risk of the use of unapproved communications 

methods on Personal Devices (e.g., trading floor restrictions).   

 



   

 

 

8 

vi.  A review of Ameriprise Financial Services’ electronic 

communications surveillance routines to ensure that electronic communications 

through approved communications methods found on Personal Devices are 

incorporated into Ameriprise Financial Services’ overall communications 

surveillance program.   

 

vii.  A comprehensive review of the framework adopted by Ameriprise 

Financial Services to address instances of non-compliance by Ameriprise 

Financial Services personnel with Ameriprise Financial Services’ policies and 

procedures concerning the use of Personal Devices to communicate about 

Ameriprise Financial Services business in the past.  This review shall include a 

survey of how Ameriprise Financial Services determined which personnel failed 

to comply with Ameriprise Financial Services policies and procedures, the 

corrective action carried out, an evaluation of who violated policies and why, 

what penalties were imposed, and whether penalties were handed out consistently 

across business lines and seniority levels.   

 

d.  Ameriprise Financial Services shall require that, within forty-five (45) days 

after completion of the review set forth in sub-paragraphs c.i. through c.vii. above, the 

Compliance Consultant shall submit a detailed written report of its findings to Ameriprise 

Financial Services and to the Commission staff (the “Report”).  Ameriprise Financial 

Services shall require that the Report include a description of the review performed, the 

names of the individuals who performed the review, the conclusions reached, the 

Compliance Consultant’s recommendations for changes in or improvements to 

Ameriprise Financial Services’ policies and procedures, and a summary of the plan for 

implementing the recommended changes in or improvements to Ameriprise Financial 

Services’ policies and procedures. 

 

e.  Ameriprise Financial Services shall adopt all recommendations contained in 

the Report within ninety (90) days of the date of the Report; provided, however, that 

within forty-five (45) days after the date of the Report, Ameriprise Financial Services 

shall advise the Compliance Consultant and the Commission staff in writing of any 

recommendations that Ameriprise Financial Services considers to be unduly burdensome, 

impractical, or inappropriate.  With respect to any recommendation that Ameriprise 

Financial Services considers unduly burdensome, impractical, or inappropriate, 

Ameriprise Financial Services need not adopt such recommendation at that time, but shall 

propose in writing an alternative policy, procedure, or disclosure designed to achieve the 

same objective or purpose. 

 

f.  As to any recommendation concerning Ameriprise Financial Services’ policies 

or procedures on which Ameriprise Financial Services and the Compliance Consultant do 

not agree, Ameriprise Financial Services and the Compliance Consultant shall attempt in 

good faith to reach an agreement within sixty (60) days after the date of the Report.  

Within fifteen (15) days after the conclusion of the discussion and evaluation by 

Ameriprise Financial Services and the Compliance Consultant, Ameriprise Financial 

Services shall require that the Compliance Consultant inform Ameriprise Financial 



   

 

 

9 

Services and the Commission staff in writing of the Compliance Consultant’s final 

determination concerning any recommendation that Ameriprise Financial Services 

considers to be unduly burdensome, impractical, or inappropriate.  Ameriprise Financial 

Services shall abide by the determinations of the Compliance Consultant and, within 

sixty (60) days after final agreement between Ameriprise Financial Services and the 

Compliance Consultant or final determination by the Compliance Consultant, whichever 

occurs first, Ameriprise Financial Services shall adopt and implement all of the 

recommendations that the Compliance Consultant deems appropriate. 

 

g.  Ameriprise Financial Services shall cooperate fully with the Compliance 

Consultant and shall provide the Compliance Consultant with access to such of 

Ameriprise Financial Services’ files, books, records, and personnel as are reasonably 

requested by the Compliance Consultant for review. 

 

h. Ameriprise Financial Services shall not have the authority to terminate the 

Compliance Consultant or substitute another compliance consultant for the initial 

Compliance Consultant, without the prior written approval of the Commission staff.  

Ameriprise Financial Services shall compensate the Compliance Consultant and persons 

engaged to assist the Compliance Consultant for services rendered under this Order at 

their reasonable and customary rates. 

 

i.  For the period of engagement and for a period of two (2) years from 

completion of the engagement, Ameriprise Financial Services shall not (i) retain the 

Compliance Consultant for any other professional services outside of the services 

described in this Order; (ii) enter into any other professional relationship with the 

Compliance Consultant, including any employment, consultant, attorney-client, auditing 

or other professional relationship; or (iii) enter, without prior written consent of the 

Commission staff, into any such professional relationship with any of the Compliance 

Consultant’s present or former affiliates, employers, directors, officers, employees, or 

agents acting in their capacity as such. 

 

j.  The Report by the Compliance Consultant will likely include confidential 

financial, proprietary, competitive business or commercial information.  Public disclosure 

of the Report could discourage cooperation, impede pending or potential government 

investigations or undermine the objectives of the reporting requirement.  For these 

reasons, among others, the Report and the contents thereof are intended to remain and 

shall remain non-public, except (1) pursuant to court order, (2) as agreed to by the parties 

in writing, (3) to the extent that the Commission determines in its sole discretion that 

disclosure would be in furtherance of the Commission’s discharge of its duties and 

responsibilities, or (4) as otherwise required by law. 

 

32. One-Year Evaluation.  Ameriprise Financial Services shall require the 

Compliance Consultant to assess Ameriprise Financial Services’ program for the preservation, as 

required under the federal securities laws, of electronic communications, including those found 

on Personal Devices, commencing one year after submitting the Report required by Paragraph 

31.d above.  Ameriprise Financial Services shall require this review to evaluate Ameriprise 



   

 

 

10 

Financial Services’ progress in the areas described in Paragraph 31.c.i-vii above.  After this 

review, Ameriprise Financial Services shall require the Compliance Consultant to submit a 

report (the “One Year Report”) to Ameriprise Financial Services and the Commission staff and 

shall ensure that the One Year Report includes an updated assessment of Ameriprise Financial 

Services’ policies and procedures with regard to the preservation of electronic communications 

(including those found on Personal Devices), training, surveillance programs, and technological 

solutions implemented in the prior year period.  

33. Reporting Discipline Imposed.  For two (2) years following the entry of this Order, 

Ameriprise Financial Services shall notify the Commission staff as follows upon the imposition of 

any discipline imposed by Ameriprise Financial Services, including, but not limited to: written 

warnings; loss of any pay, bonus, or incentive compensation; or the termination of employment or 

contract; with respect to any personnel found to have violated Ameriprise Financial Services’ 

policies and procedures concerning the preservation of electronic communications, including those 

found on Personal Devices:  at least forty-eight (48) hours before the filing of a Form U-5, or 

within ten (10) days of the imposition of other discipline.   

34. Internal Audit.  In addition to the Compliance Consultant’s review and issuance of 

the One Year Report, Ameriprise Financial Services will have its Internal Audit function conduct 

a separate audit(s) to assess Ameriprise Financial Services’ progress in the areas described in 

Paragraph 31.c.i-vii above.  After completion of this audit(s), Ameriprise Financial Services shall 

ensure that Internal Audit submits a report to Ameriprise Financial Services and to the 

Commission staff. 

35. Recordkeeping.  Ameriprise Financial Services shall preserve, for a period of not 

less than six (6) years from the end of the fiscal year last used, the first two (2) years in an easily 

accessible place, any record of compliance with these undertakings. 

36. Deadlines.  For good cause shown, the Commission staff may extend any of the 

procedural dates relating to the undertakings.  Deadlines for procedural dates shall be counted in 

calendar days, except that if the last day falls on a weekend or federal holiday, the next business 

day shall be considered to be the last day. 

37. Certification.  Ameriprise Financial Services shall certify, in writing, compliance 

with the undertakings set forth above.  The certification shall identify the undertakings, provide 

written evidence of compliance in the form of a narrative, and be supported by exhibits sufficient 

to demonstrate compliance.  The Commission staff may make reasonable requests for further 

evidence of compliance, and Respondent agrees to provide such evidence.  The certification and 

supporting material shall be submitted to Thomas P. Smith, Jr., Associate Regional Director, 

Division of Enforcement, Securities and Exchange Commission, New York Regional Office, 100 

Pearl Street, Suite 20-100, New York, NY 10004, or such other person as the Commission staff 

may request, with a copy to the Office of Chief Counsel of the Enforcement Division, no later 

than sixty (60) days from the date of the completion of the undertakings. 



   

 

 

11 

IV. 

 In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Sections 

203(e) and 203(k) of the Advisers Act, it is hereby ORDERED that: 

 

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 17(a) of the Exchange Act and Rule 17a-4 thereunder. 

B. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 

C. Respondent is censured.  

 

D. Respondent shall comply with the undertakings enumerated in paragraphs 30 to 

37 above. 

  

 E. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $50,000,000 to the Securities and Exchange Commission for transfer to 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   

 

 Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Ameriprise Financial Services as the Respondent in these proceedings, and the file number of 

these proceedings; a copy of the cover letter and check or money order must be sent to Thomas 



   

 

 

12 

P. Smith, Jr., Associate Regional Director, Division of Enforcement, Securities and Exchange 

Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 10004.   

 

 F. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary 


	DB_OIP_FINAL
	UNITED_STATES_OF_AMERICA
	In_the_Matter_of
	Respondents.
	CC_requirements
	Report