SEC Division of Corporation Finance no-action letter: SunTrust Banks, Inc.

September 14, 2017
Daniel M. Miller
Managing Counsel and Group Vice President
SunTrust Banks, Inc.
SunTrust Plaza
Mail Code GA-Atlanta-0643
303 Peachtree Street NE, Suite 93600
Atlanta, GA 30308
Re: In the Matter of SunTrust Investment Services, Inc.
SunTrust Banks, Inc. – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Miller:
This is in response to your letter dated September 12, 2017, written on behalf of SunTrust Banks, Inc. (“STI”) and constituting an application for relief from STI being considered an “ineligible issuer” under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). STI requests relief from being considered an ineligible issuer under Rule 405, due to the entry on September 14, 2017 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 SunTrust Investment Services, Inc. (“STIS”). The Order requires that, among other things, STIS 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. Based on the facts and representations in your letter, and assuming STIS complies with the Order, the Commission has determined that STI has made a showing of good cause under paragraph (2) of the definition of ineligible issuer in Rule 405 and that STI will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from STI being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented 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