
[Federal Register Volume 77, Number 29 (Monday, February 13, 2012)]
[Notices]
[Pages 7620-7621]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-3224]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 3369; February 7, 2012; File No.: 801-71579]


In the Matter of Gravity Capital Partners, LLC, 6400 S. Fiddlers 
Green Circle, Suite 1900, Greenwood Village, CO 80111; Notice of 
Intention To Cancel Registration Pursuant to Section 203(h) of the 
Investment Advisers Act of 1940

    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 Gravity Capital Partners, LLC, 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,

[[Page 7621]]

the Commission shall by order, cancel the registration of such person.
    The registrant indicated on its most recent Form ADV filing that it 
is relying on section 203A(a)(1)(A) of the Act to register with the 
Commission, which prior to September 19, 2011 prohibited an investment 
adviser from registering with the Commission unless it maintained 
assets under management of at least $25 million. Effective September 
19, 2011, Congress increased the assets under management threshold 
under section 203A of the Advisers Act to prohibit an investment 
adviser from registering with the Commission if it is required to be 
registered in the state in which it maintains its principal office and 
place of business and has assets under management between $25 million 
and $100 million. Accordingly, an adviser currently registered with the 
Commission generally is required to withdraw from registration when its 
assets under management fall below $90 million, unless the adviser is 
not required to register in the state where it maintains its principal 
office and place of business.\1\
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    \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)(2)(B)(ii) (amended by 
the Dodd-Frank Wall Street Reform and Consumer Protection Act, 
Public Law 111-203, 124 Stat. 1376 (2010)); Advisers Act rule 203A-
1(a); Rules Implementing Amendments to the Investment Advisers Act 
of 1940, Investment Advisers Act Release No. 3221 (June 22, 2011), 
available at http://www.sec.gov/rules/final/2011/ia-3221.pdf.
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    The registrant is prohibited from registering as an investment 
adviser under section 203A of the Act because 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. 
Accordingly, the Commission believes that reasonable grounds exist for 
a finding that this registrant is no longer 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.
    Any interested person may, by March 5, 2012 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 he may request that he be notified if the Commission 
should order a hearing thereon. Any such communication should be 
addressed: Secretary, Securities and Exchange Commission, Washington, 
DC 20549.
    At any time after March 5, 2012, 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 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).
    For further information contact: Alpa Patel, Attorney-Adviser at 
202-551-6787 (Office of Investment Adviser Regulation).

    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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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-3224 Filed 2-10-12; 8:45 am]
BILLING CODE 8011-01-P


