82010 Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 

11See supra note 6. 

12 15 U.S.C. 78s(b)(3)(A)(ii). 

13 17 CFR 240.19b–4(f)(2). 14 17 CFR 200.30–3(a)(12). 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general to protect 

investors and the public interest and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers and dealers. 

The Exchange believes the proposed 

change to the exchange groupings of 

options exchanges within the routing 

fee table furthers the objectives of 

Section 6(b)(4) of the Act and is 

reasonable, equitable and not unfairly 

discriminatory because the proposed 

change will continue to apply in the 

same manner to all Members that are 

subject to routing fees. The Exchange 

believes the proposed change to the 

routing fee table exchange groupings 

furthers the objectives of Section 6(b)(5) 

of the Act and is designed to promote 

just and equitable principles of trade 

and is not unfairly discriminatory 

because the proposed change seeks to 

recoup costs that are incurred by the 

Exchange when routing customer orders 

to away markets on behalf of Members 

and does so in the same manner to all 

Members that are subject to routing fees. 

The costs to the Exchange to route 

orders to away markets for execution 

primarily includes transaction fees and 

rebates assessed by the away markets to 

which the Exchange routes orders, in 

addition to the Exchange’s clearing 

costs, administrative, regulatory and 

technical costs. The Exchange believes 

that the proposed re-categorization of 

certain exchange groupings would 

enable the Exchange to recover the costs 

it incurs to route orders to Nasdaq MRX. 

The per-contract transaction fee amount 

associated with each grouping 

approximates the Exchange’s all-in cost 

(plus an additional, non-material 

amount) to execute the corresponding 

contract at the corresponding exchange. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes its proposed recategorization of certain exchange 

groupings is intended to enable the 

Exchange to recover the costs it incurs 

to route orders to away markets, 

particularly Nasdaq MRX. The Exchange 

does not believe that this proposal 

imposes any unnecessary burden on 

competition because it seeks to recoup 

costs incurred by the Exchange when 

routing orders to away markets on 

behalf of Members and other exchanges 

have similar routing fee structures.11

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act,12 and Rule 

19b–4(f)(2) 13 thereunder. At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

PEARL–2020–31 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–PEARL–2020–31. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–PEARL–2020–31, and 

should be submitted on or before 

January 7, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27721 Filed 12–16–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IA–5646] 

Notice of Intention to Cancel 

Registration Pursuant to section 

203(H) of the Investment Advisers Act 

of 1940 

December 14, 2020. 

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 

Family Office Partners, Inc. [File No. 

801–110022], hereinafter referred to as 

the ‘‘registrant.’’ 

Section 203(h) of the Act provides, in 

pertinent part, that if the Commission 

finds that any person registered under 

section 203 of the Act, 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 

Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 82011 

1The registrant filed its most recent Form ADV, 

which was an ‘‘other-than-annual amendment,’’ on 

May 31, 2017. 

2Rule 204–1 under the Act requires any adviser 

that is required to complete Form ADV to amend 

the form at least annually and to submit the 

amendments electronically through the Investment 

Adviser Registration Depository. 

3 17 CFR 200.30–5(e)(2). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 89874 

(September 15, 2020), 85 FR 59338 (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 90296, 

85 FR 70696 (November 5, 2020). The Commission 

designated December 20, 2020, as the date by which 

the Commission shall approve or disapprove, or 

institute proceedings to determine whether to 

disapprove, the proposed rule change. 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release Nos. 89185 

(June 29, 2020), 85 FR 40328 (July 6, 2020) (SR– 

NYSEArca–2019–95) (Notice of Filing of 

Amendment No. 6 and Order Granting Accelerated 

Approval of a Proposed Rule Change, as Modified 

by Amendment No. 6, to Adopt NYSE Arca Rule 

8.601–E to Permit the Listing and Trading of Active 

Proxy Portfolio Shares and To List and Trade 

Shares of the Natixis U.S. Equity Opportunities ETF 

Under Proposed NYSE Arca Rule 8.601–E) (‘‘Active 

Proxy Portfolio Shares Approval Order’’). 

8Rule 8.601–E(c)(3) defines the term ‘‘Proxy 

Portfolio’’ as a specified portfolio of securities, 

other financial instruments and/or cash designed to 

track closely the daily performance of the Actual 

Portfolio of a series of Active Proxy Portfolio Shares 

as provided in the exemptive relief pursuant to the 

1940 Act applicable to such series. Rule 8.601– 

E(c)(2) defines the term ‘‘Actual Portfolio’’ as 

identities and quantities of the securities and other 

assets held by the Investment Company that shall 

form the basis for the Investment Company’s 

calculation of NAV at the end of the business day. 

adviser under section 203A of the Act, 

the Commission shall by order, cancel 

the registration of such person. 

Section 203A of the Act prohibits an 

investment adviser from registering with 

the Commission under certain 

circumstances. Rule 203A–2(d) under 

the Act provides an exemption to this 

prohibition, permitting an adviser to 

register with the Commission if the 

adviser would otherwise be required to 

register as an investment adviser with 

15 or more state securities authorities 

(‘‘multi-state adviser exemption’’). The 

registrant indicated on its most recently 

filed Form ADV that it is relying on the 

multi-state adviser exemption to register 

with the Commission and that it has no 

clients and no assets under 

management.1 It appears that the 

registrant is not eligible for the multistate adviser exemption because it is not 

required to register as an investment 

adviser with 15 or more state securities 

authorities. Therefore, it appears that 

the registrant is prohibited from 

registering as an investment adviser 

with the Commission. Furthermore, the 

registrant has not filed a Form ADV 

annual updating amendment as required 

by rule 204–1 under the Act.2 Therefore, 

it appears that the registrant is not in 

existence or otherwise not engaged in 

business as an investment adviser. 

Accordingly, the Commission believes 

that reasonable grounds exist for a 

finding that the registrant is not eligible 

to be registered with the Commission as 

an investment adviser and that the 

registration should be cancelled 

pursuant to section 203(h) of the Act. 

Notice is also given that any 

interested person may, January 8, 2021, 

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 or her 

interest, the reason for such request, and 

the issues, if any, of fact or law 

proposed to be controverted, and he or 

she may request that he or she be 

notified if the Commission should order 

a hearing thereon. Any such 

communication should be emailed to 

the Commission’s Secretary at 

Secretarys-Office@sec.gov. 

At any time after January 8, 2021, 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: 

Secretarys-Office@sec.gov. 

FOR FURTHER INFORMATION CONTACT: 

Alexis Palascak, Senior Counsel at 202– 

551–6999; SEC, Division of Investment 

Management, Investment Adviser 

Regulation Office, 100 F Street NE, 

Washington, DC 20549–8549. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority.3

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27788 Filed 12–16–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90652; File No. SR– 

NYSEArca–2020–77] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Instituting 

Proceedings To Determine Whether To 

Approve or Disapprove a Proposed 

Rule Change To Amend NYSE Arca 

Rule 8.601–E To Adopt Generic Listing 

Standards for Active Proxy Portfolio 

Shares 

December 11, 2020. 

I. Introduction 

On August 31, 2020, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’ or 

‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend NYSE Arca Rule 8.601–E to 

adopt generic listing standards for 

Active Proxy Portfolio Shares. The 

proposed rule change was published for 

comment in the Federal Register on 

September 21, 2020.3 On October 30, 

2020, pursuant to Section 19(b)(2) of the 

Exchange Act,4 the Commission 

designated a longer period within which 

to approve the proposed rule change, 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether to disapprove the proposed 

rule change.5 The Commission has 

received no comments on the proposed 

rule change. The Commission is 

publishing this order to solicit 

comments on the proposed rule change 

from interested persons and to institute 

proceedings pursuant to Section 

19(b)(2)(B) of the Act 6 to determine 

whether to approve or disapprove the 

proposed rule change. 

II. Description of the Proposed Rule 

Change 

Earlier this year, the Commission 

approved the Exchange’s proposal to 

adopt listing standards for Active Proxy 

Portfolio Shares as set forth in NYSE 

Arca Rule 8.601–E.7 Active Proxy 

Portfolio Shares are securities (a) issued 

by an investment company (‘‘Investment 

Company’’) registered under the 

Investment Company Act of 1940 

(‘‘1940 Act’’) organized as an open-end 

management investment company that 

invests in a portfolio of securities 

selected by the Investment Company’s 

investment adviser consistent with the 

Investment Company’s investment 

objectives and policies; (b) issued in a 

specified minimum number of shares, or 

multiples thereof, in return for a deposit 

by the purchaser of the Proxy Portfolio 8

and/or cash with a value equal to the 

next determined net asset value 

(‘‘NAV’’); (c) when aggregated in the