Federal Register / Vol. 86, No. 39 / Tuesday, March 2, 2021 / Notices 12253 

31See Nasdaq BX Order, supra note 29. 

32 15 U.S.C. 78mm. 

33 17 CFR 200.30–3(a)(76). 

• The incorporating SRO has 

reasonable procedures in place to 

provide written notice to its members 

each time a change is proposed to the 

incorporated rules of another SRO.31

The Commission believes that the 

Exchange has satisfied each of these 

conditions. Further, the Commission 

also believes that granting the Exchange 

an exemption from the rule filing 

requirements under Section 19(b) of the 

Exchange Act will promote efficient use 

of the Commission’s and the Exchange’s 

resources by avoiding duplicative rule 

filings based on simultaneous changes 

to identical rule text sought by more 

than one SRO. The Commission 

therefore finds it appropriate in the 

public interest and consistent with the 

protection of investors to exempt the 

Exchange from the rule filing 

requirements under Section 19(b) of the 

Exchange Act with respect to the abovedescribed rules it incorporates by 

reference. This exemption is 

conditioned upon the Exchange 

promptly providing written notice to its 

applicants and members whenever Cboe 

changes a Cboe Incorporated Rule. 

Accordingly, It is Ordered, pursuant 

to Section 36 of the Exchange Act,32 that 

the Exchange is exempt from the rule 

filing requirements of Section 19(b) of 

the Exchange Act solely with respect to 

changes to the rules identified in the 

Exemptive Request, provided that the 

Exchange promptly provides written 

notice to its applicants and members 

whenever Cboe proposes to change a 

Cboe Incorporated Rule. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04220 Filed 3–1–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Advisers Act Release No. 5690/ 

803–00247] 

Lewis Family Advisors, LLC 

February 24, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an exemptive 

order under section 202(a)(11)(H) of the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). 

APPLICANT: Lewis Family Advisors, LLC 

(the ‘‘Applicant’’). 

RELEVANT ADVISERS ACT SECTIONS: 

Exemption requested under section 

202(a)(11)(H) of the Advisers Act from 

section 202(a)(11) of the Advisers Act. 

SUMMARY OF APPLICATION: The 

Applicant requests that the Commission 

issue an order declaring it to be a person 

not within the intent of Section 

202(a)(11) of the Advisers Act, which 

defines the term ‘‘investment adviser.’’ 

FILING DATES: The application was filed 

on June 4, 2018, and amended on 

August 30, 2019, and December 8, 2020. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving the 

Applicant with a copy of the request by 

email. Hearing requests should be 

received by the Commission by 5:30 

p.m. on March 22, 2021, and should be 

accompanied by proof of service on the 

Applicant, in the form of an affidavit or, 

for lawyers, a certificate of service. 

Pursuant to Rule 0–5 under the Advisers 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons may request notification of a 

hearing by emailing the Commission’s 

Secretary at Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicant: 

Lewis Family Advisors, LLC, c/o Clare 

F. Black, Esq., at clare.black@

lewismc.com. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811 or Kaitlin C. Bottock, 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 

website either at http://www.sec.gov/ 

rules/iareleases.shtml or by calling (202) 

551–8090. 

Applicant’s Representations 

1. The Applicant is a Nevada Family 

Trust Company and a multi-generational 

single-family office that provides or 

intends to provide services to the family 

and descendants of Ralph M. Lewis. The 

Applicant is wholly-owned by Family 

Clients and is exclusively controlled 

(directly and indirectly) by one or more 

Family Members and/or Family Entities 

in compliance with Rule 202(a)(11)(G)– 

1 (the ‘‘Family Office Rule’’). For 

purposes of the application, the term 

‘‘Lewis Family’’ means the lineal 

descendants of Ralph M. Lewis, their 

spouses or spousal equivalents, and all 

other persons and entities that qualify as 

‘‘Family Clients’’ as defined in 

paragraph (d)(4) of the Family Office 

Rule. Unless otherwise indicated, 

capitalized terms herein have the same 

meaning as defined in the Family Office 

Rule. 

2. The Applicant provides both 

advisory and non-advisory services 

(collectively, ‘‘Services’’) to members of 

the Lewis Family. Any Service provided 

by the Applicant that relates to 

investment advice about securities or 

may otherwise be construed as advisory 

in nature is considered an ‘‘Advisory 

Service.’’ 

3. The Applicant represents that: (i) 

Each of the persons served by the 

Applicant is a Family Client (i.e., the 

Applicant has no investment advisory 

clients other than Family Clients as 

required by paragraph (b)(1) of the 

Family Office Rule); (ii) the Applicant is 

owned and controlled in a manner that 

complies in all respects with paragraph 

(b)(2) of the Family Office Rule; and (iii) 

the Applicant does not hold itself out to 

the public as an investment adviser as 

required by paragraph (b)(3) of the 

Family Office Rule. At the time of the 

application, the Applicant represents 

that Family Members account for 

approximately 99% of the natural 

persons to whom the Applicant 

provides Advisory Services. 

4. In addition to the Family Clients, 

the Applicant desires to provide 

Services (including Advisory Services) 

to a niece (‘‘Niece’’) of Ralph M. Lewis 

(the ‘‘Additional Family Client’’). The 

Additional Family Client does not have 

an ownership interest in the Applicant. 

The Applicant represents that the assets 

beneficially owned by Family Members 

and/or Family Entities (excluding the 

Additional Family Client) would make 

up at least 100% of the assets for which 

the Applicant provides Advisory 

Services. 

5. The Applicant represents that the 

Niece has been supported by Family 

Members and has been considered and 

treated as a close family member of the 

Lewis Family for purposes of 

intrafamilial affection for many years 

and has attended various family events. 

The Applicant maintains that including 

the Additional Family Client in the 

‘‘family’’ would be consistent with the 

existing familial relationship among the 

family members. 


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12254 Federal Register / Vol. 86, No. 39 / Tuesday, March 2, 2021 / Notices 

Applicant’s Legal Analysis 

1. Section 202(a)(11) of the Advisers 

Act defines the term ‘‘investment 

adviser’’ to mean ‘‘any person who, for 

compensation, engages in the business 

of advising others, either directly or 

through publications or writings, as to 

the value of securities or as to the 

advisability of investing in, purchasing, 

or selling securities, or who, for 

compensation and as part of a regular 

business, issues or promulgates analyses 

or reports concerning securities. . . .’’ 

2. The Applicant falls within the 

definition of an investment adviser 

under Section 202(a)(11). The Family 

Office Rule provides an exclusion from 

the definition of investment adviser for 

which the Applicant is currently 

eligible but would no longer qualify if 

the Applicant provides Services to the 

Additional Family Clients. Absent the 

requested relief, once the Applicant 

provides Services to the Additional 

Family Client and can no longer rely on 

the Family Office Rule, the Applicant 

would be required to register as an 

investment adviser in the State of 

Nevada and would be subject to 

regulation in the State of Nevada, 

notwithstanding that (i) the Applicant 

does not hold itself out to the public as 

an investment adviser and does not 

market non-public offerings to persons 

or entities that are not Family Clients, 

(ii) the Applicant is wholly owned and 

controlled by members of the Lewis 

Family, in accordance with paragraph 

(b)(2) of the Family Office Rule, and (iii) 

the Applicant is a ‘‘family office’’ for the 

Lewis Family and will not offer its 

Services to anyone other than Family 

Clients and the Additional Family 

Client. 

3. The Applicant submits that its 

proposed relationship with the 

Additional Family Client does not 

change the nature of the office into that 

of a commercial advisory firm. In 

support of this argument, the Applicant 

notes that if the Common Ancestor 

chosen were one branch higher in the 

familial tree, the Niece would be a 

Family Member. The Applicant states 

that in requesting the order, the 

Applicant is not attempting to expand 

its operations or engage in any level of 

commercial activity to which the 

Advisers Act is designed to apply. 

Indeed, although the Additional Family 

Client does not fall within the definition 

of Family Member, the Applicant 

represents that the Additional Family 

Client has been treated as a close family 

member of the Lewis Family for many 

years. Additionally, the Applicant 

represents that if the Additional Family 

Client’s assets were managed by the 

Applicant, the assets owned by the 

Additional Family Client would 

represent less than half of one percent 

(.5%) of the Applicant’s assets under 

management. 

4. The Applicant also submits that 

there is no public interest in requiring 

the Applicant to be registered under the 

Advisers Act. The Applicant states that 

the office is a private organization that 

was formed to be the family trust 

company for the Lewis Family, and that 

the Applicant does not have any public 

clients. The Applicant maintains that 

the office’s Advisory Services are 

exclusively tailored to the needs of the 

Lewis Family and the Additional 

Family Client. The Applicant argues 

that the provision of Advisory Services 

to the Additional Family Client does not 

create any public interest that would 

require the office to be registered under 

the Advisers Act that is different in any 

manner than the considerations that 

apply to a ‘‘family office’’ that complies 

in all respects with the Family Office 

Rule. 

5. The Applicant argues that, although 

the Family Office Rule largely codified 

the exemptive orders that the 

Commission had previously issued 

before the enactment of the Dodd-Frank 

Wall Street Reform and Consumer 

Protection Act, the Commission 

recognized in proposing the rule that 

the exact representations, conditions, or 

terms contained in every exemptive 

order could not be captured in a rule of 

general applicability. The Commission 

noted that family offices would remain 

free to seek a Commission exemptive 

order to advise an individual or entity 

that did not meet the proposed family 

client definition, and that certain issues 

would be more appropriately addressed 

through an exemptive order process 

where the Commission can consider the 

specific facts and circumstances, than 

through a rule of general applicability. 

6. The Applicant maintains that, 

based on its unusual circumstances— 

desiring to provide Services to one 

Additional Family Client who has been 

considered and treated as a family 

member and whose status as a client of 

the office would not change the nature 

of the office’s operations to that of a 

commercial advisory business—an 

exemptive order is appropriate based on 

the Applicant’s specific facts and 

circumstances. 

7. For the foregoing reasons, the 

Applicant requests an order declaring it 

to be a person not within the intent of 

Section 202(a)(11) of the Advisers Act. 

The Applicant submits that the order is 

necessary and appropriate, in the public 

interest, consistent with the protection 

of investors, and consistent with the 

purposes fairly intended by the policy 

and provisions of the Advisers Act. 

Applicant’s Conditions 

1. The Applicant will offer and 

provide Advisory Services only to 

Family Clients and to the Additional 

Family Client, who generally will be 

deemed to be, and be treated as if she 

were, a Family Client; provided, 

however, that the Additional Family 

Client will be deemed to be, and treated 

as if she were, a Family Member for 

purposes of paragraph (b)(1) and for 

purposes of paragraph (d)(4)(vi) of the 

Family Office Rule. 

2. The Applicant will at all times be 

wholly-owned by Family Clients and 

exclusively controlled (directly or 

indirectly) by one or more Family 

Members or Family Entities (excluding 

the Additional Family Client’s Family 

Entities) as defined in paragraph (d)(5) 

of the Family Office Rule. 

3. At all times the assets beneficially 

owned by Family Members and/or 

Family Entities (excluding the 

Additional Family Client’s Family 

Entities) will account for at least 99% of 

the assets for which the Applicant 

provides Advisory Services. 

4. The Applicant will comply with all 

the terms for exclusion from the 

definition of investment adviser under 

the Advisers Act set forth in the Family 

Office Rule except for the limited 

exception requested by this application. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04215 Filed 3–1–21; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

Proposed Collection; Comment 

Request for Affordable Care Act 

Internal Claims and Appeals and 

External Review Disclosures 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Notice and request for 

comments. 

SUMMARY: The Internal Revenue Service, 

as part of its continuing effort to reduce 

paperwork and respondent burden, 

invites the general public and other 

Federal agencies to take this 

opportunity to comment on continuing 

information collections, as required by 

the Paperwork Reduction Act of 1995. 

The IRS is soliciting comments 


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