SEC Division of Corporation Finance no-action letter: The PNC Financial Services Group, Inc.

April 6, 2018
Jennifer A. Zepralka, Esq.
WilmerHale
1875 Pennsylvania Avenue, NW
Washington, DC 20006
Re: In the Matter of PNC Investments LLC
The PNC Financial Services Group, Inc. – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Ms. Zepralka:
This is in response to your letter dated April 4, 2018, written on behalf of The PNC Financial Services Group, Inc. (“PNC”) and constituting an application for relief from PNC 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”). PNC requests relief from being considered an ineligible issuer under Rule 405, due to the entry on April 6, 2018 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 PNC Investments LLC (“PNCI”). The Order requires that, among other things, PNCI 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 PNCI complies with the Order, we have determined that PNC has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that PNC will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from PNC 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