UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10628 / April 17, 2019

SECURITIES EXCHANGE ACT OF 1934

Release No. 85683 / April 17, 2019

INVESTMENT ADVISERS ACT OF 1940

Release No. 5224 / April 17, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-19145

In the Matter of

MATTHEW R. ROSSI 

 and SJL CAPITAL, LLC

Respondents.

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, SECTION 21C 

OF THE SECURITIES EXCHANGE ACT OF 

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

THE INVESTMENT ADVISERS ACT OF 

1940, AND SECTION 9(b) OF THE 

INVESTMENT COMPANY ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASEAND-DESIST ORDER AND NOTICE OF 

HEARING

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 Section 8A of the Securities Act of 1933 (“Securities Act”), Section 21C of 

the Securities Exchange Act of 1934 (“Exchange Act”), Sections 203(e), 203(f) and 203(k) of the 

Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(b) of the Investment Company 

Act of 1940 (“Investment Company Act”) against Matthew R. Rossi (“Rossi”) and SJL Capital, 

LLC (“SJL”, and together with Rossi, “Respondents”).
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II.

In anticipation of the institution of these proceedings, Respondents have submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are 

admitted, Respondents consent to the entry of this Order Instituting Administrative and Cease-andDesist Proceedings, Pursuant to Section 8A of the Securities Act of 1933, Section 21C of the 

Securities Exchange Act of 1934, Sections 203(e), 203(f) and 203(k) of the Investment Advisers 

Act of 1940, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and 

Imposing Remedial Sanctions and a Cease-and-Desist Order and Notice of Hearing (“Order”), as 

set forth below.

III.

On the basis of this Order and Respondents’ Offer, the Commission finds1that 

A. Summary

1. From at least May 2016 through March 2017, Respondents defrauded certain SJL

advisory clients and at least one investor in SJL’s MarketDNA Hedge Fund LP (“Fund”) by 

misleading them regarding the nature and performance of Respondents’ investment strategy and by 

concealing trading losses.

2. SJL and Rossi represented to Fund investors that the Fund would invest in a 

diversified portfolio consisting primarily of publicly traded equity securities. They further 

represented that the Fund would use a highly successful proprietary algorithm developed by Rossi 

known as MarketDNA, which allegedly had been refined over 20 years and included “safety 

valves” or stop losses to limit downside risk. Respondents also told certain advisory clients of SJL

(“SMA Clients”) that Respondents would use the same MarketDNA algorithm to invest the funds 

in their separately managed accounts (“SMAs”). 

3. In fact, Respondents engaged in risky, unhedged options trading, which did not 

comport with the purported MarketDNA strategy and did not include any safety valves or stop loss 

limits. Rossi had generated significant losses through such trading in the years preceding the 

launch of the Fund. Although the Fund achieved significant positive returns in June 2016, it lost 

88% of its value in August, continued its decline in September and October, and was wiped out 

completely by November 2016. Respondents hid the full extent of the losses from investors in the 

 

1 The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding 

on any other person or entity in this or any other proceeding. 
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Fund by creating and distributing phony account statements and tax documents that falsely 

described the Fund’s assets and the supposed returns generated by the MarketDNA strategy.

4. Respondents misled certain SMA Clients about the performance of the MarketDNA 

Strategy by distributing documents that falsely described the supposed returns generated by the 

strategy and concealed the losses suffered by the Fund. Unaware of the Fund’s massive August 

2016 losses and its ultimate collapse in November, Respondents’ SMA Clients invested nearly

$1.8 million with Rossi and SJL from August 12, 2016 through February 3, 2017. In February 

2017, Rossi lost more than 70% of their remaining investment funds through more risky, unhedged 

options trading. When the SMA Clients discovered the losses, Rossi falsely told them that they

were caused by a rogue trader whom he purportedly allowed to trade for the accounts when he 

underwent knee surgery in mid-February. 

5. In March 2017, after having lost over $1.5 million, the SMA Clients revoked 

Respondents’ discretionary authority over their accounts. In total, Respondents’ Fund investors lost 

at least $300,000.

6. As a result of their conduct, Respondents violated Section 17(a) of the Securities 

Act; Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and Sections 206(1), 206(2), 

Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder.

B. Respondents

7. Matthew R. Rossi, age 50, resides in Fairfield, Connecticut where he moved in 

March 2017 from El Segundo, California. Rossi holds a Series 65 license. Rossi was the founder, 

managing partner, and 80% majority owner of SJL. On July 21, 2017, Rossi filed notice of his 

resignation from SJL. 

8. SJL Capital, LLC, a Delaware limited liability company, was formed in January 

2016 and originally located in El Segundo, California. In March 2017, SJL relocated to Fairfield, 

Connecticut. At all relevant times, SJL was an investment adviser registered with the state of 

California or Connecticut. SJL managed the Fund and several SMAs. SJL terminated its 

registrations in Connecticut and California on July 21 and August 20, 2017. SJL has never been 

registered with the Commission in any capacity.

Facts

C. Respondents’ MarketDNA Strategy

9. Rossi launched the Fund, a Delaware limited partnership domiciled in California, in 

January 2016. At all relevant times, SJL was the general partner of the Fund, Rossi was the 

managing partner of SJL, and Rossi was solely responsible for both the Fund’s and SJL’s

investment decisions.
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10. The Fund’s private placement memorandum (“PPM”), which Rossi approved and 

had ultimate authority over, stated that the Fund’s investment objective was to maximize capital 

appreciation. The PPM further represented that the Fund would “seek consistent positive absolute 

returns primarily through a combination of long-term and short-term investments in order to 

achieve capital appreciation, while also attempting to preserve capital and mitigate risk through the 

diversification of investments.” The PPM stated that the Fund “invests in a diversified portfolio 

consisting primarily of equity securities that are traded publicly in the U.S. markets.” The Fund 

purportedly used Rossi’s “proprietary algorithm known as MarketDNA which takes advantage of 

inefficiencies in dissemination of information within the derivatives market to determine equity 

directional movement.” According to the PPM, SJL would use the MarketDNA algorithm to 

identify investment opportunities, analyze the underlying fundamentals of the companies 

identified, and then use “technical analysis to determine when to purchase or sell a given stock.” 

SJL’s Form ADV Part 2 represented that MarketDNA involved a “proprietary system of filters 

refined over 20 years, proven to bring [investors] substantially higher returns.” 

11. The Fund’s initial investors were associates of Rossi. As of May 2016, the Fund’s 

brokerage account had assets of $417,675.80, which Rossi allocated as follows: Fund Investor A 

($265,675.80), Fund Investor B ($50,000), Fund Investor C ($10,000) and Rossi ($92,000).

D. Rossi Solicits New Investors

12. In May 2016, Rossi met Fund Investor D at a finance industry conference in Las 

Vegas. Rossi told Fund Investor D about the Fund, including that the Fund’s MarketDNA strategy 

had been through many years of testing. Rossi also assured Fund Investor D that the strategy 

included “safety valves” that would cause the Fund to liquidate a position if losses exceeded 5%.

13. Rossi met SMA Client 1 at an asset management conference in June 2016 in New 

York City. Rossi told SMA Client 1 that his MarketDNA strategy could analyze options market 

activity to predict stock price movement, and that Rossi would trade only if his experience and 

other “confirming signals” indicated a good investment opportunity. Rossi also represented that 

stop losses were in place to limit downside risk.

E. The Fund Posts Early Gains As a Result of Rossi’s Risky, Unhedged Options Trading

14. In fact, Respondents engaged in risky, unhedged options trading in the Fund, which 

did not comport with the purported MarketDNA strategy and did not include any safety valves or 

stop loss limits. Rossi had generated significant losses through such trading in the years preceding 

the launch of the Fund.

15. In June 2016, Rossi used Fund assets to make a series of unhedged trades in shortdated Priceline options. Rossi initially bought Priceline put options, which he held for one day 

before selling them at a loss. Rossi, however, recovered these losses and made money through

subsequent short-term Priceline put trades. The Fund ended the month with a return of 

approximately 101%. The Fund achieved additional gains of 15% from unhedged options trading 

in July 2016. The Fund reached its peak valuation of over $1.3 million at the end of July 2016.
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16. Rossi told Fund Investor D about the Fund’s June 2016 performance. Between May 

and July 2016, Fund Investor D had numerous phone calls with Rossi during which they discussed 

the Fund. Based on Rossi’s and SJL’s representations, including the representations discussed in 

paragraphs 10 and 12 above, Fund Investor D invested $100,000 in the Fund on July 8, 2016.

F. The Fund Collapses, and Rossi Covers Up the Losses

17. The success of the Fund was short lived. It lost approximately 88% of its balance in 

August 2016 as a result of Rossi’s unhedged options trading. The largest losses came on August 

19th, when Rossi sold short-dated Amazon call options at a loss of over $600,000. Minutes after 

closing that position, he purchased more Amazon call options as well as Priceline call options. 

Rossi lost over $68,000 when he sold the Amazon options on August 22nd. He sold the Priceline 

options on August 26th—hours before they expired—for a $360,000 loss. 

18. Rossi deceived Fund Investor D about the Fund’s trading activity and performance 

in August 2016. On August 18th, Fund Investor D emailed Rossi asking for an update on the Fund. 

The next morning, shortly before he locked-in the losses on the Amazon call options, Rossi 

responded to Fund Investor D that “[t]he trading is doing well” despite some recent trades that 

“went opposite on us.” Rossi reassured Fund Investor D that the Fund had “a couple of positions 

that should pay off ... over the next couple days.” When Fund Investor D asked how bad the 

August returns were looking, Rossi falsely replied “we were down 4% then bk [sic] to even. No. 

It’s not bad.” After he learned the truth about the August trading losses, Fund Investor D withdrew 

from the Fund and received approximately $11,000, the remainder of his $100,000 investment.

19. The Fund continued to lose money in September and October 2016 due to Rossi’s 

risky, unhedged options trading.

20. By November 2016, the Fund’s assets had decreased to approximately $22,000. 

Rossi transferred all of those assets to SJL’s brokerage account in two transactions on November 7 

and 17, 2016, leaving the Fund with $0. Rossi wrote himself checks totaling $1,000 and lost most 

of the remaining money in risky, unhedged options trading. The Fund’s $0 balance remained 

unchanged through the end of the year.

21. To cover up the full extent of the Fund’s losses, Rossi created and sent false 

account statements to Fund Investor B and false tax documents to Fund Investors A and B. For 

example, on November 6, 2016, Rossi sent Fund Investor B false account statements for his 

investment in the Fund that showed slight losses for September and October and an ending balance 

of $23,384.27. In fact, the entire Fund was worth only $21,618.50 at the end of October. Rossi also 

sent Fund Investor B false November and December statements, showing that Fund Investor B’s

account ended the year with a $26,790.28 balance, when in fact the Fund ended the year with no

assets. Rossi also sent Fund Investor B a false K-1 statement reporting a $26,790.28 year-end 

balance for 2016. 
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22. In July 2017, Rossi met Fund Investor B at a coffee shop and confessed to giving 

him phony account statements. At their meeting, Rossi gave Fund Investor B a thumb drive 

containing what Rossi described as true account statements. He admitted to Fund Investor B that 

“the ones he had given [Fund Investor B] before were false.”

G. Rossi Signs Up the SMA Clients

i. SMA Client 1 and SMA Client 2

23. Rossi continued soliciting SMA Client 1 following their June meeting in New 

York. SMA Client 1 told Rossi that he and his wife were interested in making an investment that 

would follow Rossi’s MarketDNA strategy, and were especially comforted by the existence of stop 

losses to reduce risk; but, they did not want to invest in the Fund directly. Shortly after their 

meeting in New York, Rossi provided SMA Client 1 with temporary online access to “read-only” 

returns for an account that Rossi represented was trading according to the same MarketDNA 

strategy used by the Fund. SMA Client 1 thereafter observed the gains posted in the account for 

June and July 2016. 

24. Beginning in or about early July 2016, Rossi and SMA Client 1 began speaking 

with each other by phone on approximately a weekly basis to discuss the Fund, the MarketDNA 

strategy, and a potential investment by SMA Client 1 or his wife (“SMA Client 2”). Rossi told 

SMA Client 1 about the Fund’s performance and provided SMA Client 1 with tearsheets 

representing the Fund’s performance through June 2016.

25. On August 12, 2016, SMA Client 2 signed an Investment Advisor Contract with 

SJL, appointing SJL as the investment adviser for her SMA and authorizing SJL to supervise and 

direct the investments of her brokerage account. SMA Client 2 allowed Rossi, through SJL, to 

begin trading the $150,000 that was in her account at the time. 

26. Respondents never disclosed the Fund’s massive August 19 and 22 losses to SMA 

Clients 1 or 2. Earlier that month, SMA Client 1’s temporary access to the “read-only” statements 

expired. He and SMA Client 2, therefore, were no longer able to follow the MarketDNA strategy 

returns on a real time basis and had no knowledge of the Fund’s steep decline.

27. Contrary to Rossi’s representations to SMA Client 1, Respondents engaged in 

risky, unhedged options trading in the SMA Clients’ accounts which did not comport with the 

purported MarketDNA strategy and did not include any stop loss limits.

28. Unlike the Fund, SMA Client 2’s account achieved gains during August and 

September 2016 of 1.54% and 1.35%, respectively, and had only an 11% loss in October 2016. On 

November 2, 2016, Rossi emailed SMA Client 1, reporting that SMA Client 2’s account was up 

9% from her $150,000 starting investment. One week later, SMA Client 2 deposited another 

$50,000 into her account. On November 14, SMA Client 1 deposited $200,000 into another 
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brokerage account that he gave Rossi and SJL authority to manage. Their accounts enjoyed modest 

gains through the end of December 2016.

ii. SMA Client 3 (The Church)

29. In early September 2016, Rossi gave SMA Client 1 marketing materials and 

background information to provide to the leaders of SMA Client 1’s church. SMA Client 1 was the 

church’s treasurer, chairman of its endowment committee, and a member of the church’s board of 

trustees. The marketing materials included a tearsheet falsely representing that Rossi, in his 

capacity as a portfolio manager, had generated “live” returns of 135.6% for the months of May 

through August. The tearsheet failed to disclose or take into account the Fund’s substantial losses 

in August.

30. Based on Rossi’s representations and the apparent success of Rossi’s MarketDNA 

strategy, SMA Client 1 recommended that his church (“SMA Client 3,” together with SMA Client 

1 and SMA Client 2, the “SMA Clients”) invest with Rossi and SJL. SMA Client 3’s board of 

trustees approved the investment recommendation. On November 22, 2017, the SMA Client 3’s 

executive director signed an Investment Advisor Contract with SJL. SMA Client 3 deposited a 

total of $300,000 in three equal installments between December 21, 2016 and February 1, 2017 

into its SMA account to be managed by Rossi and SJL.

31. On January 3rd, Rossi sent SMA Client 1 an email attaching a December 2016 

tearsheet that falsely represented that the MarketDNA strategy had a net return for the calendar 

year of 186.44%. Later in January, Rossi sent SMA Client 1 hedge fund rankings that showed the 

Fund was “#1 for Returns %” for “2016 YTD.” Rossi knew that these returns and rankings were 

false and that he had lost all of the Fund’s assets.

32. Subsequently, on January 27, 2017, SMA Client 2 deposited an additional $600,000

into her SMA. On February 1, 2017, SMA Client 3 deposited an additional $100,000 into its SMA. 

On February 3, 2017, SMA Client 1 deposited an additional $499,000 into his SMA. 

H. Rossi’s February 2017 Losses

33. SMA Client 1 noticed large losses in his and SMA Client 2’s SMA accounts in 

mid-February 2017. Later that month, SMA Client 1 asked Rossi for an explanation for the losses. 

Rossi blamed most of the losses on a rogue trader whom he had allegedly allowed to access the 

accounts on February 16 and 17, 2017 while Rossi purportedly underwent knee surgery. Rossi told 

SMA Client 1 that this trader “was given access to login to our advisory account to monitor the 

portfolio. Unfortunately the person executed trades, not associated with the algorithm that incurred 

losses of nearly 58% to the portfolio of [sic] which my personal account is linked to as well as your 

two accounts and the churches [sic] account.” 

34. Rossi assured SMA Client 1 that SJL had taken steps to make sure this mistake 

would not recur. Rossi told SMA Client 1 that SJL had revised its “vetting process” for future 
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traders “to make sure who we bring in is understanding of following our algo to the tee, 100% all 

the time.” Rossi asked SMA Client 1 to “stick with us,” adding “I truly believe we will recover a 

significant amount in March and the following months.” The three SMA accounts for SMA Clients 

1, 2, and 3 lost over 70% of their value in February 2017. 

35. SMA Client 1 continued investigating Rossi’s explanations for the losses into 

March 2017. On March 20, 2017, after Respondents lost an additional 56% of the SMA Clients’

remaining investment funds, SMA Clients 1, 2, and 3 revoked Rossi’s access to their accounts. The 

SMA Clients suffered combined losses in excess of $1.5 million.

36. The February losses were caused by Rossi’s risky, unhedged options trading, and 

his representations regarding the cause of the losses were false. First, most of the February 2017 

losses resulted from Rossi’s purchase of Amazon options before the date that he claimed to have

turned over the account to the rogue trader. Second, the losses were not caused by a rogue trader 

because the trader did not exist. In fact, if Respondents had hired a trader, it would have been a 

violation of the Investment Advisory Agreements entered into with the SMA Clients, which 

required written authorization from the clients before any new traders were allowed access to the 

accounts.

37. Rossi deregistered and closed SJL in July 2017. 

I. Rossi’s Fees

38. Rossi’s false representations and failure to disclose the performance of his trading 

strategy to SMA Client 1 enabled Rossi to obtain advisory contracts and fees to which he was not 

entitled and would not otherwise have obtained. In November 2016 and January 2017, Rossi 

requested prepayment of certain performance-based fees from SMA Client 1 based on the gains in 

his and SMA Client 2’s accounts. Although SMA Client 1 knew that Rossi was not yet entitled to 

these fee payments, he agreed to make four transfers into SJL’s account, totaling $28,965 as a 

“gesture of good faith.” 

39. Rossi transferred these fees into SJL’s brokerage account, which he used for his 

personal benefit. He lost virtually all of the first fee payment of $5,281 in November 2016 on risky, 

unhedged options trading in SJL’s brokerage account. Rossi used the second fee payment of 

$4,446 in January 2017 and other funds to write a $6,000 check to Fund Investor C and a $2,900 

check to himself. Finally, after receiving $19,208 from SMA Client 1 and SMA Client 2 in 

February 2017, Rossi transferred $5,500 to his personal checking account, wrote a $2,000 check to 

cash, used $4,650 to pay personal expenses such as rent and heating, wrote a $3,000 check to a 

family member, and lost more than $4,700 through trading. 

J. Violations

40. Section 17(a) of the Securities Act prohibits fraudulent conduct in the offer or sale 

of securities. As a result of the conduct described above, Rossi and SJL willfully violated Section 

17(a) of the Securities Act.
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41. Section 10(b) of the Exchange Act and Rule 10b-5 thereunder prohibit fraudulent 

conduct in connection with the purchase or sale of any security. As a result of the conduct 

described above, Rossi and SJL willfully violated Section 10(b) of the Exchange Act and Rule 

10b-5 thereunder. 

42. Section 206(1) of the Advisers Act prohibits an investment adviser from employing 

any device, scheme, or artifice to defraud any client or prospective client. As a result of the 

conduct described above, Rossi and SJL willfully violated Section 206(1).

43. Section 206(2) of the Advisers Act makes it unlawful for an adviser, directly or 

indirectly, to engage in any transaction, practice, or course of business that operates as a fraud or 

deceit upon any client or prospective client. As a result of the conduct described above, Rossi and 

SJL willfully violated Section 206(2).

44. Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder make it unlawful 

for any investment adviser to a pooled investment vehicle to “[m]ake any untrue statement of a 

material fact or omit to state a material fact necessary to make the statements made, in the light of 

the circumstances under which they were made, not misleading, to any investor or prospective 

investor in the pooled investment vehicle” or “engage in any act, practice, or course of business 

that is fraudulent, deceptive, or manipulative with respect to any investor or prospective investor in 

the pooled investment vehicle.” As a result of the conduct described above, Rossi and SJL willfully 

violated Section 206(4) and Rule 206(4)-8 thereunder.

IV.

Pursuant to Respondents’ Offer, Respondents agree to additional proceedings in this 

proceeding to determine what, if any, disgorgement, prejudgment interest, and civil penalties are 

appropriate and in the public interest under the Securities Act, Exchange Act, and Advisers Act. In 

connection with such additional proceedings: (a) Respondents agree that they will be precluded 

from arguing that they did not violate the federal securities laws described in this Order; (b) 

Respondents agree that they may not challenge the validity of this Order; (c) solely for the 

purposes of such additional proceedings, the findings of this Order shall be accepted as and 

deemed true by the hearing officer; and (d) the hearing officer may determine the issues raised in 

the additional proceedings on the basis of affidavits, declarations, excerpts of sworn deposition or 

investigative testimony, and documentary evidence. Respondent Rossi may, if he elects, also 

testify and present arguments at a hearing concerning issues relevant to the imposition of 

disgorgement, prejudgment interest and civil penalties, provided such testimony and arguments do 

not contravene subsections (a) through (c) of this Section IV.

V.

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

impose the sanctions agreed to in Respondents’ Offer. 
10

Accordingly, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange 

Act, Sections 203(e), 203(f) and 203(k) of the Advisers Act, and Section 9(b) of the Investment 

Company Act, it is hereby ORDERED that:

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

future violations of Section 17(a) of the Securities Act, Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder, and Sections 206(1), 206(2), and 206(4) 

of the Advisers Act and Rule 206(4)-8 thereunder.

B. Respondent Rossi be, and hereby is:

i. barred from association with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization; and

ii. prohibited from serving or acting as an employee, officer, director, member 

of an advisory board, investment adviser or depositor of, or principal 

underwriter for, a registered investment company or affiliated person of such 

investment adviser, depositor, or principal underwriter.

Any reapplication for association by the Respondent Rossi will be subject to the 

applicable laws and regulations governing the reentry process, and reentry may be 

conditioned upon a number of factors, including, but not limited to, the satisfaction 

of any or all of the following: (a) any disgorgement ordered against the Respondent, 

whether or not the Commission has fully or partially waived payment of such 

disgorgement; (b) any arbitration award related to the conduct that served as the 

basis for the Commission order; (c) any self-regulatory organization arbitration 

award to a customer, whether or not related to the conduct that served as the basis 

for the Commission order; and (d) any restitution order by a self-regulatory 

organization, whether or not related to the conduct that served as the basis for the 

Commission order.

C. Respondent SJL is censured. 

VI.

IT IS FURTHER ORDERED that a public hearing for the purpose of taking evidence on the 

questions set forth in Section IV hereof shall be convened, at a time and place to be fixed, before an 

Administrative Law Judge to be designated by further order as provided by Rule 110 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.110. 

If Respondents fail to appear at a hearing after being duly notified, the Respondents may be 

deemed in default and the proceedings may be determined against them upon consideration of this 

Order, the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 
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221(f) and 310 of the Commission's Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.220(f), 

201.221(f) and 201.310.

IT IS FURTHER ORDERED that, pursuant to Rule 360(a)(2) of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.360(a)(2), the Administrative Law Judge shall issue an initial decision 

no later than 75 days from the occurrence of one of the following events: (A) The completion of 

post-hearing briefing in a proceeding where the hearing has been completed; (B) Where the 

hearing officer has determined that no hearing is necessary, upon completion of briefing on a 

motion pursuant to Rule 250 of the Commission’s Rules of Practice, 17 C.F.R. § 201.250; or (C) 

The determination by the hearing officer that a party is deemed to be in default under Rule 155 of 

the Commission’s Rules of Practice, 17 C.F.R. § 201.155 and no hearing is necessary. 

In the absence of an appropriate waiver, no officer or employee of the Commission engaged 

in the performance of investigative or prosecuting functions in this or any factually related 

proceeding will be permitted to participate or advise in the decision of this matter, except as witness 

or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule making” within 

the meaning of Section 551 of the Administrative Procedure Act, it is not deemed subject to the 

provisions of Section 553 delaying the effective date of any final Commission action.

By the Commission.

Vanessa A. Countryman

Acting Secretary