An Application Filed Under Rule 193 of the Commission's Rules of Practice and Section 203(f) of the Investment Advisers Act On Behalf of Eric D. Wanger for Consent to Associate with Burling Acquisition Group, LLC

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99657 / March 1, 2024

In the Matter of an Application Filed Pursuant 

to Rule 194 of the Commission’s Rules of 

Practice on behalf of 

J.P. MORGAN SECURITIES LLC 

AND JPMORGAN CHASE BANK, 

N.A. 

For an Order Permitting Caspar Jonathan William 

Agnew to Effect or Be Involved in Effecting 

Security-Based Swaps on behalf of the AboveMentioned Firms. 

ORDER PERMITTING AN 

ASSOCIATED PERSON TO 

EFFECT OR BE INVOLVED IN 

EFFECTING SECURITYBASED SWAPS ON BEHALF 

OF CERTAIN ENTITIES 

I. Introduction 

On February 2, 2024, J.P. Morgan Securities LLC (“JPMS LLC”) and JPMorgan 

Chase Bank, N.A. (“JPMCB”) (collectively, the “JPM Entities” or “the firms”) submitted an 

application along with supplementary materials (collectively, the “Application”) to the 

Securities and Exchange Commission (“Commission”), pursuant to Rule 194 of the 

Commission’s Rule of Practice (“Rule 194”).1 The Application requests an order from the 

Commission granting permission for Caspar Jonathan William Agnew to effect or be 

involved in effecting security-based swaps on behalf of the JPM Entities, both of which are 

registered security-based swap dealers, notwithstanding Mr. Agnew’s statutory 

disqualification.

2

 For the reasons set forth below, this order grants the Application submitted 

by the JPM Entities on behalf of Mr. Agnew. 

1

 See 17 CFR 201.194. In general, Rule 194 provides a process for a registered security-based swap dealer 

or major security-based swap participant (collectively known as “SBS Entities”), to submit an application 

to the Commission requesting that a statutorily disqualified associated person be permitted to effect or be 

involved in effecting security-based swaps on behalf of the SBS Entity notwithstanding the prohibition 

under Section 15F(b)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-10(b)(6)). Both the 

application and supporting materials are nonpublic, subject to the Freedom of Information Act. 

2

 On February 20, 2024, the JPM Entities submitted an updated 2023 version of Mr. Agnew’s Swap Dealer 

and Security-Based Swap Dealer Associated Person Annual Disqualification Attestation as a new Exhibit 

C. 
2 

II. Background 

The JPM Entities state in the Application that Mr. Agnew is subject to a statutory 

disqualification pursuant to Section 3(a)(39)(F) of the Securities Exchange Act of 1934 

(“Exchange Act”), which incorporates by reference Section 15(b)(4)(G) of the Exchange Act, 

due to the findings in a Final Notice from the United Kingdom (“UK”) Financial Services 

Authority (“FSA”) dated October 3, 2011 (“the Final Notice”).3 The JPM Entities state that, 

at the time of his violation, Mr. Agnew was approved to perform a controlled customer 

function, on behalf of an investment bank, JP Morgan Cazenove Limited (“the Bank”).

4

 In 

this controlled customer function role, Mr. Agnew was permitted to execute orders on behalf 

of customers in relation to the sale and purchase of investments, but was required to report any 

suspicious transactions to the compliance department of the Bank in order to facilitate its 

filing of Suspicious Transaction Reports with the FSA.

5

 In the Final Notice, the FSA found 

that, on June 15, 2009 and immediately thereafter, Mr. Agnew breached Statement of 

Principle 2 of the FSA’s Statements of Principle and Code of Practices for Approved Persons 

in that he failed to act with due skill, care, and diligence.6 Specifically, the FSA found that 

Mr. Agnew failed to recognize the reasonable grounds to suspect that certain transactions 

constituted insider dealing or market abuse and, as a result, failed to alert the compliance 

department of the Bank of the possibility that the transactions were suspicious.7 In the Final 

Notice, the FSA imposed a £65,000 financial penalty on Mr. Agnew.8

The JPM Entities further state in the Application that Mr. Agnew has complied with all 

of the terms of the FSA’s Final Notice, including prompt payment of the assessed financial 

penalty.9 Relatedly, the firms note the FSA’s statement in its Final Notice that Mr. Agnew’s 

integrity was not questioned in any way in connection with that matter.10 The firms also state 

that, following the FSA’s Final Notice, Mr. Agnew was subject to additional training, and that 

he has subsequently been required to attend various online and in-person compliance and 

business trainings, including those that cover suspicious activity identification and reporting.11 

In addition, the JPM Entities state that Mr. Agnew has not been involved in any litigation 

during the five years preceding the filing of the Application that concerns investment or 

investment-related activities, and there are no unsatisfied judgments outstanding against Mr. 

3

 FSA, Final Notice: Caspar Agnew (October 3, 2011) available at https://www.fca.org.uk/publication/finalnotices/caspar-agnew.pdf. In both the latest and prior versions of his disqualification attestation, Mr. 

Agnew has stated that there are no other incidents that would give rise to his statutory disqualification, 

beyond this one that the firms have detailed within the Application. See supra note 2, Exhibit C at 2. 

4

 See Application at 3.

5

 See id.

6

 See Final Notice at 2.

7

 See id.

8

 See id. at 11.

9

 See Application at 6.

10 See Final Notice at 10 (stating that “Mr. Agnew’s integrity is not questioned in any way; although he made 

a misjudgement, he did so entirely honestly”).

11 See Application at 8.
3 

Agnew concerning investment or investment-related activities.12 The firms further state that 

no other current associated persons of the firms connected to their security-based swap dealer 

business are subject to a statutory disqualification.13 

The firms state that Mr. Agnew is currently employed by JP Morgan Securities plc 

(“JPMS plc”),

14 a UK-based affiliate of the JPM Entities authorized by the UK Prudential 

Regulatory Authority and regulated by the UK Financial Conduct Authority (“FCA”), as a 

Managing Director in the JPMS plc’s Equities business as a sales trader.

15 Further, the firms 

state that Mr. Agnew is a certified person under the UK FCA Senior Manager and 

Certification Regime, and that he was employed by the JPMCB, London branch from 2011-

2012, before moving to JPMS plc in 2012, where he has thereafter been continuously 

employed.16 The firms state that Mr. Agnew also has the authority to act on behalf of 

JPMCB, London branch in respect of certain transactions.17 The firms also state that Mr. 

Agnew is subject to supervision and formal assessment of his fitness and propriety, and 

training and competence.18 In particular, the firms explain that Mr. Agnew is supervised by a 

JPMS plc manager who has been employed by various entities of J.P. Morgan since June 

2003, who is similarly certified under the UK FCA Senior Manager and Certification Regime, 

and who has a clean disciplinary record.19 The firms state that Mr. Agnew’s supervisor is 

currently authorized to effect or be involved in effecting security-based swaps on behalf of 

JPMCB.

20 The firms also state that Mr. Agnew’s supervisor is aware of Mr. Agnew’s 

disciplinary history, and is responsible for completing his fitness and propriety assessment.21

The firms state that if the Application is approved, Mr. Agnew would have the 

authority from the firm to effect or be involved in effecting security-based swaps on behalf of 

JPMCB.22 Further, the firms state that this Application also seeks permission for Mr. Agnew 

to associate with JPMS LLC in connection with security-based swaps activity, so that he 

would be permitted to effect or be involved in effecting security-based swaps on behalf of 

12 See id. at 9.

13 See id. at 4.

14 The JPM Entities state in the Application that while JPMS plc is not registered with the Commission as a 

security-based swap dealer, it may engage in security-based swap activity that is arranged, negotiated, or 

executed by personnel located in the United States (“ANE Activity”) under the ANE transaction counting

exception from security-based swap dealer registration requirements. See id. at 6 n. 6. See also 17 CFR 

240.3a71-3(d); JP Morgan Securities, ANE Exception Notice (August 5, 2021), available at 

https://www.sec.gov/files/ane-jpmorgan-securities-08052021.pdf. 

15 See Application at 6.

16 See id. 

17 See id.

18 See id. at 7.

19 See id. 

20 See id.

21 See id. 

22 See id. at 6.
4 

JPMS LLC, should the firm grant Mr. Agnew such authority in the future.23

 

III. Commission’s Findings 

As noted above, the JPM Entities are seeking a Commission order, pursuant to Rule 

194, granting permission for Mr. Agnew to effect or be involved in effecting security-based 

swaps on behalf of the firms notwithstanding his statutory disqualification. The firms state in 

the Application that they believe the Commission should grant this Application on Mr. 

Agnew’s behalf based on the following representations: (1) the nature of the action in 

question, and the FSA’s statement in its Final Notice that Mr. Agnew’s integrity is not 

questioned in any way; (2) the historical record of Mr. Agnew’s commitment to compliance 

with relevant laws that he and the JPM Entities are subject to and of his record of honesty in 

his dealings on behalf of the JPM Entities; and (3) the fact that JPM Entities’ security-based 

swap dealer compliance program includes safeguards to protect against the misconduct and 

errors of its associated persons, including those of the type found by the FSA in its Final 

Notice.24 Further, the Application asserts that the Commission’s granting of this Application

would also be consistent with a prior action taken by the National Futures Association 

(“NFA”) in 2015, pursuant to the Commodity Futures Trading Commission No-Action Letter 

No. 12-15.25 There, in response to an application by the JPM Entities related to the same 

Final Notice, the NFA permitted Mr. Agnew to associate with JPMCB and JPMS plc in their

capacity as registered swap dealers.26

In reliance upon the representations made by the JPM Entities in their Application, 

including those outlined above, the Commission has concluded that the JPM Entities have 

made a satisfactory showing that granting this Application is consistent with the public interest. 

Accordingly, the Commission’s grants Mr. Agnew permission to effect or be involved 

in effecting security-based swaps on behalf of the JPM Entities. If the representations made 

by the JPM Entities in their Application change, including but not limited to, any changes to 

Mr. Agnew’s disciplinary history or his supervisor, or if Mr. Agnew seeks to associate with 

another registered security-based swap dealer, either a new application or a notice in lieu of 

application, depending on the facts and circumstances presented, must be filed with the 

Commission pursuant to Rule 194.27 

23 See id. 

24 See id. at 2.

25 See Summary Letter from NFA (Dec. 2, 2015), attached as Exhibit B to the Application. 

26 See id.

27 See 17 CFR 201.194(i)(5) (noting that under Rule 194 an associated person may be limited to association in 

a specified capacity with a particular registered entity and may also be subject to specific terms and 

conditions). See also 17 CFR 201.194(a) (noting that Rule 194 also governs changes related to the terms 

and conditions of such applications).
5

Accordingly, it is ORDERED that the Application submitted by the JPM Entities on

behalf of Mr. Agnew be, and hereby is, granted.

For the Commission by the Division of Trading and Markets, pursuant to delegated 

authority.

28

J. Matthew DeLesDernier,

Deputy Secretary.

28 See 17 CFR 200.30-3(a)(90).