Context Capital Advisers, LLC, et al.; Notice of Application, 37330-37331 [2015-15975]
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Federal Register / Vol. 80, No. 125 / Tuesday, June 30, 2015 / Notices
Sagemark Companies Ltd. (CIK No.
89041) (‘‘SKCO’’), a New York
corporation with its principal place of
business in New York, New York, with
stock quoted on OTC Link because it
has not filed any periodic reports since
the period ended September 30, 2012.
On September 16, 2014, Corporation
Finance sent a delinquency letter to
SKCO requesting compliance with its
periodic reporting obligations at the
address shown in its then-most recent
filing with the Commission, but SKCO
did not receive the delinquency letter
due to its failure to maintain a valid
address on file with the Commission as
required by Commission rules (Rule 301
of Regulation S–T, 17 CFR 232.301 and
Section 5.4 of the EDGAR Filer Manual).
The Commission is of the opinion that
the public interest and the protection of
investors require a suspension of trading
in the securities of the above-listed
companies. Therefore, it is ordered,
pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that
trading in the securities of the abovelisted companies is suspended for the
period from 9:30 a.m. EDT on June 26,
2015, through 11:59 p.m. EDT on July
10, 2015.
By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015–16147 Filed 6–26–15; 4:15 pm]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
31689; 812–14392]
Context Capital Advisers, LLC, et al.;
Notice of Application
June 24, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application under
section 6(c) of the Investment Company
Act of 1940 (‘‘Act’’) for an exemption
from rule 12d1–2(a) under the Act.
AGENCY:
Applicants request an order to
permit open-end management
investment companies relying on rule
12d1–2 under the Act to invest in
certain financial instruments.
APPLICANTS: Context Capital Funds (the
‘‘Trust’’), Context Capital Advisers, LLC
(‘‘Context Capital’’) and Context
Advisers II, L.P. (‘‘Context II’’).
DATES: Filing Date: The application was
filed on November 26, 2014, and
amended on April 13, 2015.
HEARING OR NOTIFICATION OF HEARING:
An order granting the application will
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SUMMARY:
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be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on July 20, 2015 and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Hearing requests should state
the nature of the writer’s interest, the
reason for the request, and the issues
contested. Persons who wish to be
notified of a hearing may request
notification by writing to the
Commission’s Secretary.
ADDRESSES: Secretary, Securities and
Exchange Commission, 100 F Street,
NE., Washington, DC 20549–1090;
Applicants: Context Capital Funds,
Three Canal Plaza, Suite 600, Portland,
Maine 04101; Context Capital Advisers,
LLC and Context Advisers II, L.P., 401
City Avenue, Suite 815, Bala Cynwyd,
PA 19004.
FOR FURTHER INFORMATION CONTACT:
Vanessa M. Meeks, Senior Counsel, or
Melissa R. Harke, Branch Chief, at (202)
551–6825 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. The Trust is organized under
Delaware law as a statutory trust and is
registered under the Act as an open-end
management investment company. The
Trust is a series trust which currently
consists of two series. Context Capital is
a limited liability corporation organized
under the laws of Delaware and is
registered as an investment adviser
under the Investment Advisers Act of
1940 (the ‘‘Advisers Act’’). Context
Capital currently serves as the
investment adviser to the Context
Alternative Strategies Fund, a series of
the Trust. Context II is a limited
partnership organized under the laws of
Delaware and is registered as an
investment adviser under the Advisers
Act. Context II currently serves as the
investment adviser to the Context Macro
Opportunities Fund.
2. Applicants request an exemption to
the extent necessary to permit any
existing or future series of the Trust and
any other registered open-end
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Frm 00112
Fmt 4703
Sfmt 4703
management investment company or
series thereof that: (a) is advised by
Context Capital, Context II or any
investment adviser controlling,
controlled by, or under common control
with Context Capital or Context II (any
such adviser, Context Capital or Context
II, an ‘‘Adviser’’ and collectively, the
‘‘Advisers’’); 1 (b) is in the same group
of investment companies as defined in
section 12(d)(1)(G) of the Act as the
Trust; (c) invests in other registered
open-end management investment
companies (‘‘Underlying Funds’’) in
reliance on section 12(d)(1)(G) of the
Act; and (d) also is eligible to invest in
securities (as defined in section 2(a)(36)
of the Act) in reliance on rule 12d1–2
under the Act (each a ‘‘Fund of Funds’’),
also to invest, to the extent consistent
with its investment objectives, policies,
strategies and limitations, in financial
instruments that may not be securities
within the meaning of section 2(a)(36) of
the Act (‘‘Other Investments’’).2
3. Consistent with each Adviser’s
respective fiduciary obligations under
the Act, each Fund of Funds’ board of
trustees will review the advisory fees
charged by the applicable Fund of
Funds’ Adviser to ensure that they are
based on services provided that are in
addition to, rather than duplicative of,
services provided pursuant to the
advisory agreement of any investment
company in which the Fund of Funds
may invest.
Applicants’ Legal Analysis
1. Section 12(d)(1)(A) of the Act
provides that no registered investment
company (‘‘acquiring company’’) may
acquire securities of another investment
company (‘‘acquired company’’) if such
securities represent more than 3% of the
acquired company’s outstanding voting
stock or more than 5% of the acquiring
company’s total assets, or if such
securities, together with the securities of
other investment companies, represent
more than 10% of the acquiring
company’s total assets. Section
12(d)(1)(B) of the Act provides that no
registered open-end investment
company may sell its securities to
another investment company if the sale
will cause the acquiring company to
own more than 3% of the acquired
company’s voting stock, or cause more
than 10% of the acquired company’s
voting stock to be owned by investment
1 Each Adviser will be registered as an investment
adviser under the Advisers Act.
2 Every existing entity that currently intends to
rely on the requested order is named as an
applicant. Any entity that relies on the order in the
future will do so only in accordance with the terms
and condition in the application.
E:\FR\FM\30JNN1.SGM
30JNN1
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 125 / Tuesday, June 30, 2015 / Notices
companies and companies controlled by
them.
2. Section 12(d)(1)(G) of the Act
provides, in part, that section 12(d)(1)
will not apply to securities of an
acquired company purchased by an
acquiring company if: (i) The acquired
company and acquiring company are
part of the same group of investment
companies; (ii) the acquiring company
holds only securities of acquired
companies that are part of the same
group of investment companies,
Government securities, and short-term
paper; (iii) the aggregate sales loads and
distribution-related fees of the acquiring
company and the acquired company are
not excessive under rules adopted
pursuant to section 22(b) or section
22(c) of the Act by a securities
association registered under section 15A
of the Securities Exchange Act of 1934
or by the Commission; and (iv) the
acquired company has a policy that
prohibits it from acquiring securities of
registered open-end investment
companies or registered unit investment
trusts in reliance on section 12(d)(1)(F)
or (G) of the Act.
3. Rule 12d1–2 under the Act permits
a registered open-end investment
company or a registered unit investment
trust that relies on section 12(d)(1)(G) of
the Act to acquire, in addition to
securities issued by another registered
investment company in the same group
of investment companies, Government
securities, and short-term paper: (i)
Securities issued by an investment
company that is not in the same group
of investment companies, when the
acquisition is in reliance on section
12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii)
securities (other than securities issued
by an investment company); and (iii)
securities issued by a money market
fund, when the investment is in reliance
on rule 12d1–1 under the Act. For the
purposes of rule 12d1–2, ‘‘securities’’
means any security as defined in section
2(a)(36) of the Act.
4. Section 6(c) of the Act provides that
the Commission may exempt any
person, security, or transaction from any
provision of the Act, or from any rule
under the Act, if such exemption is
necessary or appropriate in the public
interest and consistent with the
protection of investors and the purposes
fairly intended by the policies and
provisions of the Act. Applicants submit
that their request for relief meets this
standard.
5. Applicants request an order under
section 6(c) of the Act for an exemption
from rule 12d1–2(a) to allow the Funds
of Funds to invest in Other Investments
while investing in Underlying Funds.
Applicants state that the Funds of
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Funds will comply with rule 12d1–2
under the Act, but for the fact that the
Funds of Funds may invest a portion of
their assets in Other Investments.
Applicants assert that permitting the
Funds of Funds to invest in Other
Investments as described in the
application would not raise any of the
concerns that the requirements of
section 12(d)(1) were designed to
address.
Applicants’ Condition
Applicants agree that any order
granting the requested relief will be
subject to the following condition:
Applicants will comply with all
provisions of rule 12d1–2 under the Act,
except for paragraph (a)(2) to the extent
that it restricts any Fund of Funds from
investing in Other Investments as
described in the application.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–15975 Filed 6–29–15; 08:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–75280; File No. SR–
NYSEArca-2015–51]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Amending Commentary
.02 to Exchange Rule 6.72 in Order To
Extend the Penny Pilot in Options
Classes in Certain Issues Through
June 30, 2016
June 24, 2015.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on June 15,
2015, NYSE Arca, Inc. (the ‘‘Exchange’’
or ‘‘NYSE Arca’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the self-regulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
PO 00000
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37331
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Commentary .02 to Exchange Rule 6.72
in order to extend the Penny Pilot in
options classes in certain issues (‘‘Pilot
Program’’) previously approved by the
Securities and Exchange Commission
(‘‘Commission’’) through June 30, 2016.
The Pilot Program is currently
scheduled to expire on June 30, 2015.
The text of the proposed rule change is
available on the Exchange’s Web site at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange hereby proposes to
amend Commentary .02 to Exchange
Rule 6.72 to extend the time period of
the Pilot Program,4 which is currently
scheduled to expire on June 30, 2015,
through June 30, 2016. The Exchange
also proposes that the dates to replace
issues in the Pilot Program that have
been delisted be revised to the second
trading day following July 1, 2015 and
January 1, 2016.5
This filing does not propose any
substantive changes to the Pilot
Program: all classes currently
participating will remain the same and
all minimum increments will remain
4 See Securities Exchange Act Release No. 73777
(December 8, 2014), 79 FR 73913 (December 12,
2014) (SR–NYSEArca–2014–136).
5 The month immediately preceding a
replacement class’s addition to the Pilot Program
(i.e., June) would not be used for purposes of the
analysis for determining the replacement class.
Thus, a replacement class to be added on the
second trading day following July 1, 2015 would be
identified based on The Option Clearing
Corporation’s trading volume data from December
1, 2014 through May 31, 2015. The Exchange will
announce the replacement issues to the Exchange’s
membership through a Trader Update.
E:\FR\FM\30JNN1.SGM
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]]>Agencies
[Federal Register Volume 80, Number 125 (Tuesday, June 30, 2015)]
[Notices]
[Pages 37330-37331]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-15975]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31689; 812-14392]
Context Capital Advisers, LLC, et al.; Notice of Application
June 24, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a)
under the Act.
-----------------------------------------------------------------------
SUMMARY: Applicants request an order to permit open-end management
investment companies relying on rule 12d1-2 under the Act to invest in
certain financial instruments.
APPLICANTS: Context Capital Funds (the ``Trust''), Context Capital
Advisers, LLC (``Context Capital'') and Context Advisers II, L.P.
(``Context II'').
DATES: Filing Date: The application was filed on November 26, 2014,
and amended on April 13, 2015.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on July 20, 2015 and should be accompanied by proof of service on
applicants, in the form of an affidavit or, for lawyers, a certificate
of service. Hearing requests should state the nature of the writer's
interest, the reason for the request, and the issues contested. Persons
who wish to be notified of a hearing may request notification by
writing to the Commission's Secretary.
ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090; Applicants: Context Capital Funds,
Three Canal Plaza, Suite 600, Portland, Maine 04101; Context Capital
Advisers, LLC and Context Advisers II, L.P., 401 City Avenue, Suite
815, Bala Cynwyd, PA 19004.
FOR FURTHER INFORMATION CONTACT: Vanessa M. Meeks, Senior Counsel, or
Melissa R. Harke, Branch Chief, at (202) 551-6825 (Division of
Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Applicants' Representations
1. The Trust is organized under Delaware law as a statutory trust
and is registered under the Act as an open-end management investment
company. The Trust is a series trust which currently consists of two
series. Context Capital is a limited liability corporation organized
under the laws of Delaware and is registered as an investment adviser
under the Investment Advisers Act of 1940 (the ``Advisers Act'').
Context Capital currently serves as the investment adviser to the
Context Alternative Strategies Fund, a series of the Trust. Context II
is a limited partnership organized under the laws of Delaware and is
registered as an investment adviser under the Advisers Act. Context II
currently serves as the investment adviser to the Context Macro
Opportunities Fund.
2. Applicants request an exemption to the extent necessary to
permit any existing or future series of the Trust and any other
registered open-end management investment company or series thereof
that: (a) is advised by Context Capital, Context II or any investment
adviser controlling, controlled by, or under common control with
Context Capital or Context II (any such adviser, Context Capital or
Context II, an ``Adviser'' and collectively, the ``Advisers''); \1\ (b)
is in the same group of investment companies as defined in section
12(d)(1)(G) of the Act as the Trust; (c) invests in other registered
open-end management investment companies (``Underlying Funds'') in
reliance on section 12(d)(1)(G) of the Act; and (d) also is eligible to
invest in securities (as defined in section 2(a)(36) of the Act) in
reliance on rule 12d1-2 under the Act (each a ``Fund of Funds''), also
to invest, to the extent consistent with its investment objectives,
policies, strategies and limitations, in financial instruments that may
not be securities within the meaning of section 2(a)(36) of the Act
(``Other Investments'').\2\
---------------------------------------------------------------------------
\1\ Each Adviser will be registered as an investment adviser
under the Advisers Act.
\2\ Every existing entity that currently intends to rely on the
requested order is named as an applicant. Any entity that relies on
the order in the future will do so only in accordance with the terms
and condition in the application.
---------------------------------------------------------------------------
3. Consistent with each Adviser's respective fiduciary obligations
under the Act, each Fund of Funds' board of trustees will review the
advisory fees charged by the applicable Fund of Funds' Adviser to
ensure that they are based on services provided that are in addition
to, rather than duplicative of, services provided pursuant to the
advisory agreement of any investment company in which the Fund of Funds
may invest.
Applicants' Legal Analysis
1. Section 12(d)(1)(A) of the Act provides that no registered
investment company (``acquiring company'') may acquire securities of
another investment company (``acquired company'') if such securities
represent more than 3% of the acquired company's outstanding voting
stock or more than 5% of the acquiring company's total assets, or if
such securities, together with the securities of other investment
companies, represent more than 10% of the acquiring company's total
assets. Section 12(d)(1)(B) of the Act provides that no registered
open-end investment company may sell its securities to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or cause more than
10% of the acquired company's voting stock to be owned by investment
[[Page 37331]]
companies and companies controlled by them.
2. Section 12(d)(1)(G) of the Act provides, in part, that section
12(d)(1) will not apply to securities of an acquired company purchased
by an acquiring company if: (i) The acquired company and acquiring
company are part of the same group of investment companies; (ii) the
acquiring company holds only securities of acquired companies that are
part of the same group of investment companies, Government securities,
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not
excessive under rules adopted pursuant to section 22(b) or section
22(c) of the Act by a securities association registered under section
15A of the Securities Exchange Act of 1934 or by the Commission; and
(iv) the acquired company has a policy that prohibits it from acquiring
securities of registered open-end investment companies or registered
unit investment trusts in reliance on section 12(d)(1)(F) or (G) of the
Act.
3. Rule 12d1-2 under the Act permits a registered open-end
investment company or a registered unit investment trust that relies on
section 12(d)(1)(G) of the Act to acquire, in addition to securities
issued by another registered investment company in the same group of
investment companies, Government securities, and short-term paper: (i)
Securities issued by an investment company that is not in the same
group of investment companies, when the acquisition is in reliance on
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other
than securities issued by an investment company); and (iii) securities
issued by a money market fund, when the investment is in reliance on
rule 12d1-1 under the Act. For the purposes of rule 12d1-2,
``securities'' means any security as defined in section 2(a)(36) of the
Act.
4. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction from any provision of the Act, or
from any rule under the Act, if such exemption is necessary or
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policies and
provisions of the Act. Applicants submit that their request for relief
meets this standard.
5. Applicants request an order under section 6(c) of the Act for an
exemption from rule 12d1-2(a) to allow the Funds of Funds to invest in
Other Investments while investing in Underlying Funds. Applicants state
that the Funds of Funds will comply with rule 12d1-2 under the Act, but
for the fact that the Funds of Funds may invest a portion of their
assets in Other Investments. Applicants assert that permitting the
Funds of Funds to invest in Other Investments as described in the
application would not raise any of the concerns that the requirements
of section 12(d)(1) were designed to address.
Applicants' Condition
Applicants agree that any order granting the requested relief will
be subject to the following condition:
Applicants will comply with all provisions of rule 12d1-2 under the
Act, except for paragraph (a)(2) to the extent that it restricts any
Fund of Funds from investing in Other Investments as described in the
application.
For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-15975 Filed 6-29-15; 08:45 am]
BILLING CODE 8011-01-P
