Self-Regulatory Organizations; BOX Options Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Regarding the Acceptance of the Transfer, by Citadel Securities, LLC (“Citadel Securities”) to Its Affiliate, Citadel Securities Principal Investments, LLC, of Citadel Securities' Ownership Interest in BOX Options Exchange, LLC and BOX Holdings Group, LLC, an Affiliate of the Exchange, 8913-8916 [2015-03402]
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8913
Federal Register / Vol. 80, No. 33 / Thursday, February 19, 2015 / Notices
Agency name
Department of the Interior .........
Department of Justice ...............
Department of Labor .................
Position title
Office of Congressional and
Intergovernmental Relations.
Secretary’s Immediate Office ...
Office of Legislative Affairs .......
Executive Office for United
States Attorneys.
Antitrust Division .......................
Office of the Assistant Secretary for Policy.
Office of the Solicitor ................
Congressional Relations Officer
DU130048
11/15/2014
White House Liaison ................
Legislative Assistant .................
Counsel .....................................
DI130054
DJ100152
DJ130035
11/1/2014
11/7/2014
11/15/2014
Senior Counsel .........................
Senior Policy Advisor ...............
DJ130066
DL130023
11/22/2014
11/1/2014
Senior Counselor to the Solicitor.
DL130015
11/1/2014
Authority: 5 U.S.C. 3301 and 3302; E.O.
10577, 3 CFR, 1954–1958 Comp., p. 218.
U.S. Office of Personnel Management.
Katherine Archuleta,
Director.
[FR Doc. 2015–03390 Filed 2–18–15; 8:45 am]
BILLING CODE 6325–39–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 31456]
Investment Company Act of 1940
emcdonald on DSK67QTVN1PROD with NOTICES
February 12, 2015.
In the Matter of Wilshire Mutual Funds,
Inc., Wilshire Variable Insurance Trust,
Wilshire Associates Incorporated, SEI
Investments Distribution Co., 1299 Ocean
Avenue, Suite 700, Santa Monica, CA 90401,
(812–14350)
Order Under Section 12(D)(1)(J) of the
Investment Company Act of 1940
Granting an Exemption from Sections
12(D)(1)(A) and (B) of the Act, under
Sections 6(C) and 17(B) of the Act
Granting an Exemption from Sections
17(A)(1) and (2) of the Act, and under
Section 6(C) of the Act for an Exemption
from Rule 12d1–2(A) under the Act
Wilshire Mutual Funds, Inc., Wilshire
Variable Insurance Trust, Wilshire
Associates Incorporated, and SEI
Investments Distribution Co. filed an
application on August 19, 2014, and an
amendment to the application on
November 10, 2014, requesting an order
under section 12(d)(1)(J) of the
Investment Company Act of 1940 (the
‘‘Act’’) granting an exemption from
sections 12(d)(1)(A) and (B) of the Act,
under sections 6(c) and 17(b) of the Act
granting an exemption from sections
17(a)(1) and (2) of the Act, and under
section 6(c) of the Act for an exemption
from rule 12d1–2(a) under the Act. The
order would (a) permit certain registered
open-end management investment
companies that operate as ‘‘funds of
funds’’ to acquire shares of certain
registered open-end management
investment companies and unit
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16:58 Feb 18, 2015
Authorization
number
Organization name
Jkt 235001
investment trusts that are within and
outside the same group of investment
companies as the acquiring investment
companies, and (b) permit funds of
funds relying on rule 12d1–2 under the
Act to invest in certain financial
instruments.
On December 16, 2014, a notice of the
filing of the application was issued
(Investment Company Act Release No.
31381). The notice gave interested
persons an opportunity to request a
hearing and stated that an order granting
the application would be issued unless
a hearing was ordered. No request for a
hearing has been filed, and the
Commission has not ordered a hearing.
The matter has been considered and
it is found, on the basis of the
information set forth in the application,
as amended, that granting the requested
exemption is appropriate in and
consistent with the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act.
It is also found that the terms of the
proposed transactions are reasonable
and fair and do not involve
overreaching, and the proposed
transactions are consistent with the
policies of each registered investment
company concerned and with the
general purposes of the Act.
Accordingly,
It is ordered, that the relief requested
under section 12(d)(1)(J) of the Act from
sections 12(d)(1)(A) and (B) of the Act,
under sections 6(c) and 17(b) of the Act
from sections 17(a)(1) and (2) of the Act,
and under section 6(c) of the Act for an
exemption from rule 12d1–2(a) under
the Act by Wilshire Mutual Funds, Inc.,
et al. (File No. 812–14350) is granted,
effective immediately, subject to the
conditions contained in the application,
as amended.
PO 00000
For the Commission, by the Division of
Investment Management, under delegated
authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015–03404 Filed 2–18–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–74267; File No. SR–BOX–
2015–009]
Self-Regulatory Organizations; BOX
Options Exchange, LLC; Notice of
Filing and Immediate Effectiveness of
a Proposed Rule Change Regarding
the Acceptance of the Transfer, by
Citadel Securities, LLC (‘‘Citadel
Securities’’) to Its Affiliate, Citadel
Securities Principal Investments, LLC,
of Citadel Securities’ Ownership
Interest in BOX Options Exchange,
LLC and BOX Holdings Group, LLC, an
Affiliate of the Exchange
February 12, 2015.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on January
29, 2015, BOX Options Exchange, LLC
(the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the self-regulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to accept the
transfer, by Citadel Securities LLC
(‘‘Citadel Securities’’) to its affiliate,
Citadel Securities Principal Investments
LLC, a Delaware limited liability
1 15
2 17
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E:\FR\FM\19FEN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Federal Register / Vol. 80, No. 33 / Thursday, February 19, 2015 / Notices
company (‘‘CSPI’’), of Citadel Securities’
ownership interest in the Exchange and
BOX Holdings Group LLC, an affiliate of
the Exchange (‘‘BOX Holdings’’). The
text of the proposed rule change is
available from the principal office of the
Exchange, at the Commission’s Public
Reference Room and also on the
Exchange’s Internet Web site at https://
boxexchange.com.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of these statements may be examined at
the places specified in Item IV below.
The self-regulatory organization has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
emcdonald on DSK67QTVN1PROD with NOTICES
1. Purpose
The Exchange is a limited liability
company, organized under the laws of
the State of Delaware on August 26,
2010. The Exchange’s charter is a
Limited Liability Company Agreement,
dated as of May 10, 2012 (the ‘‘Exchange
LLC Agreement’’). Citadel Securities is a
Member of the Exchange.
BOX Holdings is a limited liability
company, organized under the laws of
the State of Delaware on August 26,
2010. BOX Holdings is the sole owner
of BOX Market LLC, a facility of the
Exchange. The BOX Holdings charter is
a Limited Liability Company
Agreement, dated as of May 10, 2012
(the ‘‘Holdings LLC Agreement’’).
Citadel Securities is a Member of the
Exchange.
Citadel Securities is a limited liability
company organized under the laws of
the State of Delaware. Citadel Securities
is a wholly-owned subsidiary of CLP
Holdings Three LLC, a limited liability
company organized under the laws of
the State of Delaware (‘‘Citadel Parent’’
and, collectively with Citadel Securities
and CSPI, ‘‘Citadel’’). CSPI, like Citadel
Securities, is also a wholly-owned
subsidiary of Citadel Parent.
Citadel Securities currently holds
6,445 Economic Units and 12,855
Voting Units of the Exchange,
representing 6.455% of the outstanding
Economic Units and 12.855% of the
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Jkt 235001
outstanding Voting Units of the
Exchange, respectively (the ‘‘Exchange
Units’’). Citadel Securities also currently
holds 500 Class A Units of BOX
Holdings, representing 4.203% of the
outstanding Units of BOX Holdings (the
‘‘Holdings Units’’ and, together with the
Exchange Units, the ‘‘Citadel Units’’).
Citadel has informed the Exchange
that, for its own internal business
purposes, it desires to restructure its
holdings of assets including all of the
Citadel Units. Accordingly, it is
proposed that Citadel Securities transfer
all of the Citadel Units to CSPI (the
‘‘Transfer’’). After the Transfer, Citadel
Parent will remain the sole owner of
CSPI, the Citadel entity holding the
Citadel Units, and CSPI will then hold
all of the Citadel Units.
As provided in Section 7.1(c) of the
Exchange LLC Agreement, ‘‘a Person
shall be admitted to the Exchange as an
additional or substitute Member of the
Exchange, if such Person is not already
a Member, only upon (i) such Person’s
execution of a counterpart of this
Agreement to evidence its written
acceptance of the terms and provisions
of this Agreement, and acceptance by
the affirmative vote of Members holding
a majority of the Voting Percentage
Interest, which vote may be given or
withheld in the sole discretion of each
such voting Member, (ii) if such Person
is a transferee, its agreement in writing
to its assumption of the obligations
hereunder of its assignor, and
acceptance thereof by the affirmative
vote of Members holding a majority of
the Voting Percentage Interest, which
vote may be given or withheld in the
sole discretion of each such voting
Member and (iii) if such Person is a
transferee, a determination by the Board
that the Transfer was permitted by this
Agreement.’’ In addition, as provided in
Section 18.1 of the Exchange LLC
Agreement, the Exchange LLC
Agreement ‘‘may only be changed,
amended or supplemented by an
agreement in writing that is approved by
the affirmative vote of Members holding
at least a majority of the Voting
Percentage Interest 3 without the
consent of any Member or other
Person.’’
Upon the effectiveness of the
Transfer, CSPI proposes to become a
Member of the Exchange. Accordingly,
in connection with the Transfer, CSPI
will execute an Instrument of Accession
3 ‘‘Voting Percentage Interest’’ as defined in
Section 1.1 of the Exchange LLC Agreement means,
with respect to each Member, ‘‘the ratio of the
number of Voting Units held by the Member,
directly or indirectly, of record or beneficially, to
the total of all of the issued and outstanding Voting
Units held by Members, expressed as a percentage.’’
PO 00000
Frm 00072
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to the Exchange LLC Agreement
substantially in the form set forth in
Exhibit 5 hereto (the ‘‘Exchange
Instrument of Accession’’). By executing
and delivering the Exchange Instrument
of Accession and obtaining the
acceptance and approval of Members
and the determination of the Board
described above, CSPI will fulfill the
requirements described in Sections
7.1(c) and 18.1 of the Exchange LLC
Agreement in connection with the
Transfer. The Exchange proposes to
replace references to Citadel Securities
in the Exchange LLC Agreement with
references to CSPI in connection with
the Transfer.
As provided in Section 7.1(b) of the
Holdings LLC Agreement, ‘‘a Person
shall be admitted to BOX Holdings as an
additional or substitute Member of BOX
Holdings, if such Person is not already
a Member, only upon (i) such Person’s
execution of a counterpart of this
Agreement to evidence its written
acceptance of the terms and provisions
of this Agreement, and acceptance
thereof by resolution of the Board,
which acceptance may be given or
withheld in the sole discretion of the
Board, (ii) if such Person is a transferee,
its agreement in writing to its
assumption of the obligations hereunder
of its assignor, and acceptance thereof
by resolution of the Board, which
acceptance may be given or withheld in
the sole discretion of the Board, (iii) if
such Person is a transferee, a
determination by the Board that the
Transfer was permitted by this
Agreement, and (iv) approval of the
Board.’’ In addition, as provided in
Section 18.1 of the Exchange LLC
Agreement, the Exchange LLC
Agreement ‘‘may only be changed,
amended or supplemented by an
agreement in writing that is approved by
Directors holding a majority of the Total
Votes 4 without the consent of any
Member or other Person.’’
Upon the effectiveness of the
Transfer, CSPI proposes to become a
Member of BOX Holdings. Accordingly,
in connection with the Transfer, CSPI
will execute an Instrument of Accession
to the Holdings LLC Agreement
substantially in the form set forth in
4 ‘‘Total Votes’’ means a total of 100 votes
available to be voted on any action to be taken by
the Board. As provided in Section 4.3(a) of the
Holdings LLC Agreement, each Director ‘‘shall be
entitled to vote that percentage of the Total Votes
equal to the quotient obtained by dividing (i) the
quotient of (A) the number of Units held by the
Member that designated such Director (if
applicable, rounded down to the nearest whole
Unit) divided by (B) the aggregate number of Units
held by all Members that designated Directors by
(ii) the number of Directors designated by such
Member.’’
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Federal Register / Vol. 80, No. 33 / Thursday, February 19, 2015 / Notices
Exhibit 5 hereto (the ‘‘Holdings
Instrument of Accession’’). By executing
and delivering the Holdings Instrument
of Accession and obtaining the
acceptance, determination and approval
of the Board described above, CSPI will
fulfill the requirements described in
Sections 7.1(b) and 18.1 of the Holdings
LLC Agreement in connection with the
Transfer. BOX Holdings proposes to
replace references to Citadel Securities
in the Holdings LLC Agreement with
references to CSPI in connection with
the Transfer.
For the reasons stated above, the
Exchange is submitting to the
Commission the proposed Instruments
of Accession to the Exchange LLC
Agreement and the Holdings LLC
Agreement as a rule change.
2. Statutory Basis
The Exchange believes that the
proposal is consistent with the
requirements of Section 6(b) of the Act,5
in general, and furthers the objectives of
Section 6(b)(1),6 in particular, in that it
enables the Exchange to be so organized
so as to have the capacity to be able to
carry out the purposes of the Act and to
comply, and to enforce compliance by
its exchange members and persons
associated with its exchange members,
with the provisions of the Act, the rules
and regulations thereunder, and the
rules of the Exchange. The Exchange
also believes that this filing furthers the
objectives of Section 6(b)(5) of the Act 7
in that it is designed to facilitate
transactions in securities, to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, 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.
emcdonald on DSK67QTVN1PROD with NOTICES
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.
5 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
7 15 U.S.C. 78f(b)(5).
6 15
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C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange has neither solicited
nor received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 8 and Rule
19b–4(f)(6) thereunder.9 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
for 30 days from the date on which it
was filed, or such shorter time as the
Commission may designate, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)
thereunder.10
A proposed rule change filed under
Rule 19b–4(f)(6) normally does not
become operative for 30 days after the
date of filing. However, Rule 19b–
4(f)(6)(iii) permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. The
Exchange has asked the Commission to
waive the 30-day operative delay
because the Transfer is intended to be
completed in less than 30 days. The
Exchange notes that the Commission
has previously waived the operative
delay for similar filings.11 Based on the
foregoing, the Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest.12 The
8 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
10 In addition, Rule 19b–4(f)(6)(iii) requires the
Exchange to give the Commission written notice of
the Exchange’s intent to file the proposed rule
change, along with a brief description and text of
the proposed rule change, at least five business days
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Commission has waived the 5day prefiling requirement in this case.
11 See Securities Exchange Act Release Nos.
58445 (August 29, 2008), 73 FR 52434 (September
9, 2008) (SR–BSE–2008–43); 58445A (September
10, 2008), 73 FR 53469 (September 16, 2008) (SR–
BSE–2008–43; Correction); 57260 (February 1,
2008), 73 FR 7617 (February 8, 2008) (SR–BSE–
2008–06); 57713 (April 25, 2008), 73 FR 24327 (May
2, 2008) (SR–BSE–2008–28); and 62400 (June 29,
2010), 75 FR 39299 (July 8, 2010) (SR–BX–2010–
042).
12 For purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
9 17
PO 00000
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Fmt 4703
Sfmt 4703
8915
Commission hereby grants the
Exchange’s request and designates the
proposal operative upon filing.
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
SR–BOX–2015–009 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–BOX–2015–009. 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 Web site (https://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 Web site 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
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Federal Register / Vol. 80, No. 33 / Thursday, February 19, 2015 / Notices
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–BOX–
2015–009 and should be submitted on
or before March 12, 2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Brent J. Fields,
Secretary.
[FR Doc. 2015–03402 Filed 2–18–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–74263; File No. SR–BYX–
2015–08]
Self-Regulatory Organizations; BATS
Y-Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change Related to Fees for Use
of BATS Y-Exchange, Inc.
February 12, 2015.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on February
2, 2015, BATS Y-Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BYX’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Exchange has designated the proposed
rule change as one establishing or
changing a member due, fee, or other
charge imposed by the Exchange under
Section 19(b)(3)(A)(ii) of the Act 3 and
Rule 19b–4(f)(2) thereunder,4 which
renders the proposed rule change
effective upon filing with the
Commission. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
emcdonald on DSK67QTVN1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange filed a proposal to
amend the fee schedule applicable to
Members 5 and non-members of the
13 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(ii).
4 17 CFR 240.19b–4(f)(2).
5 The term ‘‘Member’’ is defined as ‘‘any
registered broker or dealer that has been admitted
to membership in the Exchange.’’ See Exchange
Rule 1.5(n).
1 15
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16:58 Feb 18, 2015
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Exchange pursuant to BYX Rules 15.1(a)
and (c). Changes to the fee schedule
pursuant to this proposal are effective
upon filing.
The text of the proposed rule change
is available at the Exchange’s Web site
at www.batstrading.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in Sections A, B, and C below, of
the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend its
fee schedule to remove the reference to
ROLF from fee code BO. Fee code BO
currently provides that the Exchange
will charge $0.0030 per share for any
order routed using ROLF or Destination
Specific routing strategy unless
otherwise specified. Under the ROLF
routing strategy, an order will check the
Exchange for available shares and then
will be sent to LavaFlow ECN
(‘‘LavaFlow’’). This change is being
proposed in response to LavaFlow’s
announcement that it will cease market
operations and its last day of trading
will be Friday, January 30, 2015. As
such, beginning on February 2, 2015,
the Exchange will no longer route orders
to LavaFlow. As proposed, the Exchange
would continue to charge $0.0030 per
share for orders routed using a
Destination Specific routing strategy.
The Exchange proposes to implement
the amendments to its fee schedule
effective February 2, 2015.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder that
are applicable to a national securities
exchange, and, in particular, with the
requirements of Section 6 of the Act.6
6 15
PO 00000
U.S.C. 78f.
Frm 00074
Specifically, the Exchange believes that
the proposed rule change is consistent
with Sections 6(b)(4) of the Act and
6(b)(5) of the Act,7 in that it provides for
the equitable allocation of reasonable
dues, fees and other charges among
members and other persons using any
facility or system which the Exchange
operates or controls. The Exchange
notes that it operates in a highly
competitive market in which market
participants can readily direct order
flow to competing venues if they deem
fee levels at a particular venue to be
excessive.
The Exchange believes that its
proposal to eliminate ROLF from fee
code BO represents an equitable
allocation of reasonable dues, fees, and
other charges among Members and other
persons using its facilities. The
proposed change is in response to
LavaFlow’s announcement that it will
cease market operations and its last day
of trading will be Friday, January 30,
2015. The Exchange notes that the
proposed change is not designed to
amend any fee or rebate, nor alter the
manner in which the Exchange assesses
fees and rebates. As of February 2, 2015,
the Exchange will no longer route orders
to LavaFlow and, therefore, proposes to
remove ROLF from the fee schedule,
which will make the fee schedule
clearer and less confusing for investors
as well as help to eliminate potential
investor confusion, thereby removing
impediments to and perfecting the
mechanism of a free and open market
and a national market system, and, in
general, protecting investors and the
public interest.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will result in
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
The Exchange also believes that its
proposal to remove ROLF from fee code
BO would not affect intermarket nor
intramarket competition because the
change is not designed to amend any fee
or rebate or to alter the manner in which
the Exchange assesses fees or calculates
rebates. It is simply proposed in
response to LavaFlow’s announcement
that it will cease market operations
following the close of business on
Friday, January 30, 2015. As stated
above, the Exchange notes that it
operates in a highly competitive market
in which market participants can
readily direct order flow to competing
7 15
Fmt 4703
Sfmt 4703
E:\FR\FM\19FEN1.SGM
U.S.C. 78f(b)(4) and (5).
19FEN1
]]>Agencies
[Federal Register Volume 80, Number 33 (Thursday, February 19, 2015)]
[Notices]
[Pages 8913-8916]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-03402]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-74267; File No. SR-BOX-2015-009]
Self-Regulatory Organizations; BOX Options Exchange, LLC; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change
Regarding the Acceptance of the Transfer, by Citadel Securities, LLC
(``Citadel Securities'') to Its Affiliate, Citadel Securities Principal
Investments, LLC, of Citadel Securities' Ownership Interest in BOX
Options Exchange, LLC and BOX Holdings Group, LLC, an Affiliate of the
Exchange
February 12, 2015.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on January 29, 2015, BOX Options Exchange, LLC (the ``Exchange'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I and II below, which Items
have been prepared by the self-regulatory organization. The Commission
is publishing this notice to solicit comments on the proposed rule from
interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to accept the transfer, by Citadel Securities
LLC (``Citadel Securities'') to its affiliate, Citadel Securities
Principal Investments LLC, a Delaware limited liability
[[Page 8914]]
company (``CSPI''), of Citadel Securities' ownership interest in the
Exchange and BOX Holdings Group LLC, an affiliate of the Exchange
(``BOX Holdings''). The text of the proposed rule change is available
from the principal office of the Exchange, at the Commission's Public
Reference Room and also on the Exchange's Internet Web site at https://boxexchange.com.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
has prepared summaries, set forth in Sections A, B, and C below, of the
most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange is a limited liability company, organized under the
laws of the State of Delaware on August 26, 2010. The Exchange's
charter is a Limited Liability Company Agreement, dated as of May 10,
2012 (the ``Exchange LLC Agreement''). Citadel Securities is a Member
of the Exchange.
BOX Holdings is a limited liability company, organized under the
laws of the State of Delaware on August 26, 2010. BOX Holdings is the
sole owner of BOX Market LLC, a facility of the Exchange. The BOX
Holdings charter is a Limited Liability Company Agreement, dated as of
May 10, 2012 (the ``Holdings LLC Agreement''). Citadel Securities is a
Member of the Exchange.
Citadel Securities is a limited liability company organized under
the laws of the State of Delaware. Citadel Securities is a wholly-owned
subsidiary of CLP Holdings Three LLC, a limited liability company
organized under the laws of the State of Delaware (``Citadel Parent''
and, collectively with Citadel Securities and CSPI, ``Citadel''). CSPI,
like Citadel Securities, is also a wholly-owned subsidiary of Citadel
Parent.
Citadel Securities currently holds 6,445 Economic Units and 12,855
Voting Units of the Exchange, representing 6.455% of the outstanding
Economic Units and 12.855% of the outstanding Voting Units of the
Exchange, respectively (the ``Exchange Units''). Citadel Securities
also currently holds 500 Class A Units of BOX Holdings, representing
4.203% of the outstanding Units of BOX Holdings (the ``Holdings Units''
and, together with the Exchange Units, the ``Citadel Units'').
Citadel has informed the Exchange that, for its own internal
business purposes, it desires to restructure its holdings of assets
including all of the Citadel Units. Accordingly, it is proposed that
Citadel Securities transfer all of the Citadel Units to CSPI (the
``Transfer''). After the Transfer, Citadel Parent will remain the sole
owner of CSPI, the Citadel entity holding the Citadel Units, and CSPI
will then hold all of the Citadel Units.
As provided in Section 7.1(c) of the Exchange LLC Agreement, ``a
Person shall be admitted to the Exchange as an additional or substitute
Member of the Exchange, if such Person is not already a Member, only
upon (i) such Person's execution of a counterpart of this Agreement to
evidence its written acceptance of the terms and provisions of this
Agreement, and acceptance by the affirmative vote of Members holding a
majority of the Voting Percentage Interest, which vote may be given or
withheld in the sole discretion of each such voting Member, (ii) if
such Person is a transferee, its agreement in writing to its assumption
of the obligations hereunder of its assignor, and acceptance thereof by
the affirmative vote of Members holding a majority of the Voting
Percentage Interest, which vote may be given or withheld in the sole
discretion of each such voting Member and (iii) if such Person is a
transferee, a determination by the Board that the Transfer was
permitted by this Agreement.'' In addition, as provided in Section 18.1
of the Exchange LLC Agreement, the Exchange LLC Agreement ``may only be
changed, amended or supplemented by an agreement in writing that is
approved by the affirmative vote of Members holding at least a majority
of the Voting Percentage Interest \3\ without the consent of any Member
or other Person.''
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\3\ ``Voting Percentage Interest'' as defined in Section 1.1 of
the Exchange LLC Agreement means, with respect to each Member, ``the
ratio of the number of Voting Units held by the Member, directly or
indirectly, of record or beneficially, to the total of all of the
issued and outstanding Voting Units held by Members, expressed as a
percentage.''
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Upon the effectiveness of the Transfer, CSPI proposes to become a
Member of the Exchange. Accordingly, in connection with the Transfer,
CSPI will execute an Instrument of Accession to the Exchange LLC
Agreement substantially in the form set forth in Exhibit 5 hereto (the
``Exchange Instrument of Accession''). By executing and delivering the
Exchange Instrument of Accession and obtaining the acceptance and
approval of Members and the determination of the Board described above,
CSPI will fulfill the requirements described in Sections 7.1(c) and
18.1 of the Exchange LLC Agreement in connection with the Transfer. The
Exchange proposes to replace references to Citadel Securities in the
Exchange LLC Agreement with references to CSPI in connection with the
Transfer.
As provided in Section 7.1(b) of the Holdings LLC Agreement, ``a
Person shall be admitted to BOX Holdings as an additional or substitute
Member of BOX Holdings, if such Person is not already a Member, only
upon (i) such Person's execution of a counterpart of this Agreement to
evidence its written acceptance of the terms and provisions of this
Agreement, and acceptance thereof by resolution of the Board, which
acceptance may be given or withheld in the sole discretion of the
Board, (ii) if such Person is a transferee, its agreement in writing to
its assumption of the obligations hereunder of its assignor, and
acceptance thereof by resolution of the Board, which acceptance may be
given or withheld in the sole discretion of the Board, (iii) if such
Person is a transferee, a determination by the Board that the Transfer
was permitted by this Agreement, and (iv) approval of the Board.'' In
addition, as provided in Section 18.1 of the Exchange LLC Agreement,
the Exchange LLC Agreement ``may only be changed, amended or
supplemented by an agreement in writing that is approved by Directors
holding a majority of the Total Votes \4\ without the consent of any
Member or other Person.''
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\4\ ``Total Votes'' means a total of 100 votes available to be
voted on any action to be taken by the Board. As provided in Section
4.3(a) of the Holdings LLC Agreement, each Director ``shall be
entitled to vote that percentage of the Total Votes equal to the
quotient obtained by dividing (i) the quotient of (A) the number of
Units held by the Member that designated such Director (if
applicable, rounded down to the nearest whole Unit) divided by (B)
the aggregate number of Units held by all Members that designated
Directors by (ii) the number of Directors designated by such
Member.''
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Upon the effectiveness of the Transfer, CSPI proposes to become a
Member of BOX Holdings. Accordingly, in connection with the Transfer,
CSPI will execute an Instrument of Accession to the Holdings LLC
Agreement substantially in the form set forth in
[[Page 8915]]
Exhibit 5 hereto (the ``Holdings Instrument of Accession''). By
executing and delivering the Holdings Instrument of Accession and
obtaining the acceptance, determination and approval of the Board
described above, CSPI will fulfill the requirements described in
Sections 7.1(b) and 18.1 of the Holdings LLC Agreement in connection
with the Transfer. BOX Holdings proposes to replace references to
Citadel Securities in the Holdings LLC Agreement with references to
CSPI in connection with the Transfer.
For the reasons stated above, the Exchange is submitting to the
Commission the proposed Instruments of Accession to the Exchange LLC
Agreement and the Holdings LLC Agreement as a rule change.
2. Statutory Basis
The Exchange believes that the proposal is consistent with the
requirements of Section 6(b) of the Act,\5\ in general, and furthers
the objectives of Section 6(b)(1),\6\ in particular, in that it enables
the Exchange to be so organized so as to have the capacity to be able
to carry out the purposes of the Act and to comply, and to enforce
compliance by its exchange members and persons associated with its
exchange members, with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange. The Exchange
also believes that this filing furthers the objectives of Section
6(b)(5) of the Act \7\ in that it is designed to facilitate
transactions in securities, to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, 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.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
\7\ 15 U.S.C. 78f(b)(5).
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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.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, the proposed rule change has become effective
pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6)
thereunder.\10\
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\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(6).
\10\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to
give the Commission written notice of the Exchange's intent to file
the proposed rule change, along with a brief description and text of
the proposed rule change, at least five business days prior to the
date of filing of the proposed rule change, or such shorter time as
designated by the Commission. The Commission has waived the 5-day
prefiling requirement in this case.
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A proposed rule change filed under Rule 19b-4(f)(6) normally does
not become operative for 30 days after the date of filing. However,
Rule 19b-4(f)(6)(iii) permits the Commission to designate a shorter
time if such action is consistent with the protection of investors and
the public interest. The Exchange has asked the Commission to waive the
30-day operative delay because the Transfer is intended to be completed
in less than 30 days. The Exchange notes that the Commission has
previously waived the operative delay for similar filings.\11\ Based on
the foregoing, the Commission believes that waiving the 30-day
operative delay is consistent with the protection of investors and the
public interest.\12\ The Commission hereby grants the Exchange's
request and designates the proposal operative upon filing.
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\11\ See Securities Exchange Act Release Nos. 58445 (August 29,
2008), 73 FR 52434 (September 9, 2008) (SR-BSE-2008-43); 58445A
(September 10, 2008), 73 FR 53469 (September 16, 2008) (SR-BSE-2008-
43; Correction); 57260 (February 1, 2008), 73 FR 7617 (February 8,
2008) (SR-BSE-2008-06); 57713 (April 25, 2008), 73 FR 24327 (May 2,
2008) (SR-BSE-2008-28); and 62400 (June 29, 2010), 75 FR 39299 (July
8, 2010) (SR-BX-2010-042).
\12\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-SR-BOX-2015-009 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-BOX-2015-009. 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 Web site (https://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 Web site 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
[[Page 8916]]
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-BOX-2015-009 and should be
submitted on or before March 12, 2015.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-03402 Filed 2-18-15; 8:45 am]
BILLING CODE 8011-01-P
