Notice of Intention To Cancel Registration Pursuant to Section 203(h) of the Investment Advisers Act of 1940, 14698-14699 [2019-07128]

Download as PDF amozie on DSK9F9SC42PROD with NOTICES 14698 Federal Register / Vol. 84, No. 70 / Thursday, April 11, 2019 / Notices waiver will be passed through to the Acquiring Management Company. 15. No Acquiring Fund or Acquiring Fund Affiliate (except to the extent it is acting in its capacity as an investment adviser to an ETF) will cause an ETF to purchase a security in an Affiliated Underwriting. 16. The Board of an ETF, including a majority of the Independent Trustees, will adopt procedures reasonably designed to monitor any purchases of securities by an ETF in an Affiliated Underwriting, once an investment by an Acquiring Fund in the securities of the ETF exceeds the limit of section 12(d)(1)(A)(i) of the Act, including any purchases made directly from an Underwriting Affiliate. The Board will review these purchases periodically, but no less frequently than annually, to determine whether the purchases were influenced by the investment by the Acquiring Fund in an ETF. The Board will consider, among other things: (i) Whether the purchases were consistent with the investment objectives and policies of the ETF; (ii) how the performance of securities purchased in an Affiliated Underwriting compares to the performance of comparable securities purchased during a comparable period of time in underwritings other than Affiliated Underwritings or to a benchmark such as a comparable market index; and (iii) whether the amount of securities purchased by the ETF in Affiliated Underwritings and the amount purchased directly from an Underwriting Affiliate have changed significantly from prior years. The Board will take any appropriate actions based on its review, including, if appropriate, the institution of procedures designed to ensure that purchases of securities in Affiliated Underwritings are in the best interest of shareholders of the ETF. 17. Each ETF will maintain and preserve permanently in an easily accessible place a written copy of the procedures described in the preceding condition, and any modifications to such procedures, and will maintain and preserve for a period of not less than six years from the end of the fiscal year in which any purchase in an Affiliated Underwriting occurred, the first two years in an easily accessible place, a written record of each purchase of securities in Affiliated Underwritings once an investment by an Acquiring Fund in the securities of the ETF exceeds the limit of section 12(d)(1)(A)(i) of the Act, setting forth from whom the securities were acquired, the identity of the underwriting syndicate’s members, the VerDate Sep<11>2014 16:50 Apr 10, 2019 Jkt 247001 terms of the purchase, and the information or materials upon which the Board’s determinations were made. 18. Before investing in an ETF in excess of the limits in section 12(d)(1)(A), an Acquiring Fund will execute an Acquiring Fund Agreement with the ETF stating that their respective boards of directors or trustees and their investment advisers, or trustee and Sponsor, as applicable, understand the terms and conditions of the order, and agree to fulfill their responsibilities under the order. At the time of its investment in shares of an ETF in excess of the limit in section 12(d)(1)(A)(i), an Acquiring Fund will notify the ETF of the investment. At such time, the Acquiring Fund will also transmit to the ETF a list of the names of each Acquiring Fund Affiliate and Underwriting Affiliate. The Acquiring Fund will notify the ETF of any changes to the list as soon as reasonably practicable after a change occurs. The ETF and the Acquiring Fund will maintain and preserve a copy of the order, the Acquiring Fund Agreement, and the list with any updated information for the duration of the investment and for a period of not less than six years thereafter, the first two years in an easily accessible place. 19. Before approving any advisory contract under section 15 of the Act, the board of directors or trustees of each Acquiring Management Company, including a majority of the Independent Trustees, will find that the advisory fees charged under such contract are based on services provided that will be in addition to, rather than duplicative of, the services provided under the advisory contract(s) of any ETF in which the Acquiring Management Company may invest. These findings and their basis will be recorded fully in the minute books of the appropriate Acquiring Management Company. 20. Any sales charges (other than customary brokerage fees) and/or service fees charged with respect to shares of an Acquiring Fund will not exceed the limits applicable to a fund of funds as set forth in FINRA Rule 2341. 21. No ETF will acquire securities of any other investment company or company relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the limits contained in section 12(d)(1)(A) of the Act, except to the extent an ETF acquires securities of another investment company pursuant to exemptive relief from the Commission permitting the ETF to acquire securities of one or more investment companies for short-term cash management purposes. PO 00000 Frm 00057 Fmt 4703 Sfmt 4703 By the Commission, Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–07207 Filed 4–10–19; 8:45 am] BILLING CODE P SECURITIES AND EXCHANGE COMMISSION [Release No. IA–5219] Notice of Intention To Cancel Registration Pursuant to Section 203(h) of the Investment Advisers Act of 1940 April 5, 2019. Notice is given that the Securities and Exchange Commission (the ‘‘Commission’’) intends to issue an order, pursuant to Section 203(h) of the Investment Advisers Act of 1940 (the ‘‘Act’’), cancelling the registration of NeoCap, LLC [File No. 801–110419], hereinafter referred to as the ‘‘registrant’’. Section 203(h) provides, in pertinent part, that if the Commission finds that any person registered under Section 203, or who has pending an application for registration filed under that section, is no longer in existence, is not engaged in business as an investment adviser, or is prohibited from registering as an investment adviser under section 203A, the Commission shall, by order, cancel the registration of such person. The registrant indicated on its most recent Form ADV filing that it is a large advisory firm that has regulatory assets under management of $100 million or more.1 The Commission believes, based on the facts it has, that the registrant did not at the time of the Form ADV filing, and does not currently, maintain the required assets under management to remain registered with the Commission, nor does it appear eligible to register pursuant to any other provision of the Advisers Act. In addition, the registrant has not filed an annual updating amendment for fiscal years 2017 and 2018, and appears to be no longer in business as an investment adviser. Accordingly, the Commission believes that reasonable grounds exist for a finding that this registrant is no longer in existence, are not engaged in business as an investment adviser, or is prohibited from registering as an investment adviser under section 203A, and that its registration should be cancelled pursuant to section 203(h) of the Act. 1 Section 203A of the Act generally prohibits an investment adviser from registering with the Commission unless it meets certain requirements. See Advisers Act section 203A(a); 17 CFR 275.203A–2. E:\FR\FM\11APN1.SGM 11APN1 Federal Register / Vol. 84, No. 70 / Thursday, April 11, 2019 / Notices Any interested person may, by May 1 2019, at 5:30 p.m., submit to the Commission in writing a request for a hearing on the cancellation, accompanied by a statement as to the nature of his interest, the reason for such request, and the issues, if any, of fact or law proposed to be controverted, and the writer may request to be notified if the Commission should order a hearing thereon. Any such communication should be addressed to the SEC’s Secretary at the address below. At any time after May 1 2019 the Commission may issue an order cancelling the registration, upon the basis of the information stated above, unless an order for a hearing on the cancellation shall be issued upon request or upon the Commission’s own motion. Persons who requested a hearing, or who requested to be advised as to whether a hearing is ordered, will receive any notices and orders issued in this matter, including the date of the hearing (if ordered) and any postponements thereof. Any adviser whose registration is cancelled under delegated authority may appeal that decision directly to the Commission in accordance with rules 430 and 431 of the Commission’s rules of practice (17 CFR 201.430 and 431). The Commission: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. ADDRESSES: FOR FURTHER INFORMATION CONTACT: Olawale Oriola, Senior Counsel, at 202– 551–6541; SEC, Division of Investment Management, Office of Investment Adviser Regulation, 100 F Street NE, Washington, DC 20549–8549. For the Commission, by the Division of Investment Management, pursuant to delegated authority.2 Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–07128 Filed 4–10–19; 8:45 am] amozie on DSK9F9SC42PROD with NOTICES BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–85521; File No. SR– CboeEDGA–2019–004] Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Clarify the Handling of Orders That Contain Both a Post Only Instruction and Certain Other Order Handling Instructions Maintained To Facilitate Compliance with Rule 610(d) of Regulation NMS April 5, 2019. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on March 25, 2019, Cboe EDGA Exchange, Inc. (the ‘‘Exchange’’ or ‘‘EDGA’’) 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 Exchange. The Exchange filed the proposal as a ‘‘non-controversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder.4 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Cboe EDGA Exchange, Inc. (‘‘EDGA’’ or the ‘‘Exchange’’) is filing with the Securities and Exchange Commission (the ‘‘Commission’’) a proposed rule change to amend EDGA rules to clarify the handling of orders that contain both a Post Only instruction and certain other order handling instructions maintained to facilitate compliance with Rule 610(d) of Regulation NMS. The text of the proposed rule change is attached as Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ equities/regulation/rule_filings/edga/), at the Exchange’s Office of the Secretary, 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 Exchange included statements 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). 2 17 2 17 CFR 200.30–5(e)(2). VerDate Sep<11>2014 16:50 Apr 10, 2019 Jkt 247001 PO 00000 Frm 00058 Fmt 4703 Sfmt 4703 14699 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 these 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 aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to amend EDGA rules to clarify the handling of orders that contain both a Post Only instruction and certain other order handling instructions maintained to facilitate compliance with Rule 610(d) of Regulation NMS (the ‘‘Locked and Crossed Markets Rule’’). An order entered with a Post Only instruction does not remove liquidity, except when the order is an order to buy or sell a security priced below $1.00, or when executing as the taker of liquidity would be economically beneficial to the firm entering the order—i.e., if the value of such execution when removing liquidity equals or exceeds the value of such execution if the order instead posted to the EDGA Book and subsequently provided liquidity, including the applicable fees charged or rebates provided.5 Today, the Exchange’s rules state that this handling applies to Post Only orders entered with Price Adjust 6 or Display-Price Sliding 7 instruction, which are re-pricing instructions used for compliance with the Locked and Crossed Markets Rule. Thus, an executable order entered with a Post Only instruction is eligible to remove 5 See EDGA Rule 11.6(n)(4). To determine at the time of a potential execution whether the value of such execution when removing liquidity equals or exceeds the value of such execution if the order instead posted to the EDGA Book and subsequently provided liquidity, the Exchange will use the highest possible rebate paid and highest possible fee charged for such executions on the Exchange. 6 ‘‘Price Adjust’’ is an order instruction requiring that where an order would be a Locking Quotation of an external market or Crossing Quotation if displayed by the System on the EDGA Book at the time of entry, the order will be displayed and ranked at a price that is one Minimum Price Variation lower (higher) than the Locking Price for orders to buy (sell). See EDGA Rule 11.6(l)(1)(A). 7 ‘‘Display-Price Sliding’’ is an order instruction requiring that where an order would be a Locking Quotation or Crossing Quotation of an external market if displayed by the System on the EDGA Book at the time of entry, will be ranked at the Locking Price in the EDGA Book and displayed by the System at one Minimum Price Variation lower (higher) than the Locking Price for orders to buy (sell). See EDGA Rule 11.6(l)(1)(B). E:\FR\FM\11APN1.SGM 11APN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 84, Number 70 (Thursday, April 11, 2019)]
[Notices]
[Pages 14698-14699]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-07128]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IA-5219]


Notice of Intention To Cancel Registration Pursuant to Section 
203(h) of the Investment Advisers Act of 1940

April 5, 2019.
    Notice is given that the Securities and Exchange Commission (the 
``Commission'') intends to issue an order, pursuant to Section 203(h) 
of the Investment Advisers Act of 1940 (the ``Act''), cancelling the 
registration of NeoCap, LLC [File No. 801-110419], hereinafter referred 
to as the ``registrant''. Section 203(h) provides, in pertinent part, 
that if the Commission finds that any person registered under Section 
203, or who has pending an application for registration filed under 
that section, is no longer in existence, is not engaged in business as 
an investment adviser, or is prohibited from registering as an 
investment adviser under section 203A, the Commission shall, by order, 
cancel the registration of such person.
    The registrant indicated on its most recent Form ADV filing that it 
is a large advisory firm that has regulatory assets under management of 
$100 million or more.\1\ The Commission believes, based on the facts it 
has, that the registrant did not at the time of the Form ADV filing, 
and does not currently, maintain the required assets under management 
to remain registered with the Commission, nor does it appear eligible 
to register pursuant to any other provision of the Advisers Act. In 
addition, the registrant has not filed an annual updating amendment for 
fiscal years 2017 and 2018, and appears to be no longer in business as 
an investment adviser.
---------------------------------------------------------------------------

    \1\ Section 203A of the Act generally prohibits an investment 
adviser from registering with the Commission unless it meets certain 
requirements. See Advisers Act section 203A(a); 17 CFR 275.203A-2.
---------------------------------------------------------------------------

    Accordingly, the Commission believes that reasonable grounds exist 
for a finding that this registrant is no longer in existence, are not 
engaged in business as an investment adviser, or is prohibited from 
registering as an investment adviser under section 203A, and that its 
registration should be cancelled pursuant to section 203(h) of the Act.

[[Page 14699]]

    Any interested person may, by May 1 2019, at 5:30 p.m., submit to 
the Commission in writing a request for a hearing on the cancellation, 
accompanied by a statement as to the nature of his interest, the reason 
for such request, and the issues, if any, of fact or law proposed to be 
controverted, and the writer may request to be notified if the 
Commission should order a hearing thereon. Any such communication 
should be addressed to the SEC's Secretary at the address below.
    At any time after May 1 2019 the Commission may issue an order 
cancelling the registration, upon the basis of the information stated 
above, unless an order for a hearing on the cancellation shall be 
issued upon request or upon the Commission's own motion. Persons who 
requested a hearing, or who requested to be advised as to whether a 
hearing is ordered, will receive any notices and orders issued in this 
matter, including the date of the hearing (if ordered) and any 
postponements thereof. Any adviser whose registration is cancelled 
under delegated authority may appeal that decision directly to the 
Commission in accordance with rules 430 and 431 of the Commission's 
rules of practice (17 CFR 201.430 and 431).

ADDRESSES: The Commission: Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE, Washington, DC 20549-1090.

FOR FURTHER INFORMATION CONTACT: Olawale Oriola, Senior Counsel, at 
202-551-6541; SEC, Division of Investment Management, Office of 
Investment Adviser Regulation, 100 F Street NE, Washington, DC 20549-
8549.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.\2\
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    \2\ 17 CFR 200.30-5(e)(2).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-07128 Filed 4-10-19; 8:45 am]
BILLING CODE 8011-01-P

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