Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect in the Exchange's Governing Documents and the Exchange's Rulebook, Changes to the Exchange's Name, 44320-44322 [2018-18785]
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Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices
securities and that will enhance
competition among market participants,
to the benefit of investors and the
marketplace.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) By order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be 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:
amozie on DSK3GDR082PROD with NOTICES1
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–
NYSEArca–2018–60 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–NYSEArca–2018–60. 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 (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
VerDate Sep<11>2014
17:25 Aug 29, 2018
Jkt 244001
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–NYSEArca–2018–60, and
should be submitted on or before
October 1, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.35
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–18781 Filed 8–29–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–83941; File No. SR–BOX–
2018–25]
Self-Regulatory Organizations; BOX
Options Exchange LLC; Notice of
Filing and Immediate Effectiveness of
a Proposed Rule Change To Reflect in
the Exchange’s Governing Documents
and the Exchange’s Rulebook,
Changes to the Exchange’s Name
August 24, 2018.
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 August
15, 2018, BOX Options Exchange LLC
(the ‘‘Exchange’’) 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 self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule from
interested persons.
35 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00064
Fmt 4703
Sfmt 4703
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to reflect in
the Exchange’s governing documents
and the Exchange’s rulebook, changes to
the Exchange’s name. 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 website at https://
boxoptions.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 purpose of this filing is to reflect
in the Exchange’s governing documents
and the Exchange’s rulebook, changes to
the Exchange’s name. On July 19, 2018,
the BOX Options Exchange LLC Board
of Directors approved that the name of
BOX Options Exchange LLC be changed
to ‘‘BOX Exchange LLC’’ and that each
officer of the Company be, and hereby
is, authorized and directed to undertake
any actions required or advisable to
carry out the name change, including
with respect to the SEC and any
governmental or third parties. The
Exchange intends for these changes to
be effective upon filing.
As proposed, references to the
Exchange’s name will be deleted and
revised to state the new name, as
described more fully below. No other
substantive changes are being proposed
in this filing. The Exchange represents
that these changes are concerned solely
with the administration of the Exchange
and do not affect the meaning,
administration, or enforcement of any
rules of the Exchange or the rights,
obligations, or privileges of Exchange
members or their associated persons in
any way. Accordingly, this filing is
being submitted under Rule 19b–4(f)(3).
In lieu of providing a copy of the
E:\FR\FM\30AUN1.SGM
30AUN1
Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices
marked name changes, the Exchange
represents that it will make the
necessary non-substantive revisions
described below to the Exchange’s
corporate governance documents and
rulebook, and post updated versions of
each on the Exchange’s website
pursuant to Rule 19b–4(m)(2).
amozie on DSK3GDR082PROD with NOTICES1
The Exchange’s Name Change
In connection with the name change
of the Exchange, the Exchange is
proposing to amend the Exchange’s
operative documents. Therefore, the
Exchange proposes to amend the
Exchange’s Certificate of Amendment
[sic] (the ‘‘Exchange Certificate’’), the
Exchange’s Limited Liability Company
Agreement (the ‘‘Exchange LLC
Agreement’’), the Exchange’s Bylaws
and the Exchange’s Rules (collectively
‘‘operative documents’’) in connection
with the name change of the Exchange.
Within these documents the Exchange
proposes to delete all references to BOX
Options Exchange LLC and replace it
with ‘‘BOX Exchange LLC.’’
In connection with the name change,
the Exchange is also proposing to make
non-substantive conforming changes to
the BOX Holdings LLC Agreement and
BOX Market LLC Agreement.
Specifically, the Exchange proposes to
delete all references to BOX Options
Exchange LLC and replace it with ‘‘BOX
Exchange LLC’’ in these documents.
Other Changes to the Exchange LLC
Agreement
Lastly, the Exchange is also proposing
to make other administrative changes in
the Exchange LLC Agreement:
—Amend the preamble of the LLC
Agreement and remove references to
the Members of the Exchange. All
Members are already detailed in
Schedule 1 of the Exchange LLC
Agreement.
—Amend the definition of ‘‘Member’’ in
Article 1 to conform to the changes
made in the preamble.
—Amend the definition of ‘‘MXUS2’’ to
conform to the changes made in the
preamble.
—Amend Section 18.3 (Notices) to
update the notification requirements
for Members.
—Amend Schedule 1 of the LLC
Agreement to conform changes to the
Unit Holders and applicable
Economic Units, Economic Percentage
Interest, Voting Units and Voting
Percentage Interest already in place.3
3 See Securities Exchange Act Release Nos. 67273
(June 27, 2012), 77 FR 39547 (July 3, 2012) (SR–
BOX–2012–008), 74267 (February 12, 2015), 80 FR
8913 (February 19, 2015) (SR–BOX–2015–009),
74477 (March 11, 2015), 80 FR 13932 (March 17,
2015) (SR–BOX–2015–14).
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17:25 Aug 29, 2018
Jkt 244001
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the
Securities Exchange Act of 1934 (the
‘‘Act’’) and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.4 Specifically,
the Exchange believes the proposed rule
change is consistent with the Section
6(b)(1) 5 in that it enables the Exchange
to be so organized as to have the
capacity to be able to carry out the
purposes of the Exchange Act and to
comply, and to enforce compliance by
its exchange members and persons
associate with its exchange members,
with the provisions of the Exchange Act,
the rules and regulations thereunder,
and the rules of the Exchange.
In particular, the proposed change is
a non-substantive change and does not
impact the governance, ownership or
operations of the Exchange. The
Exchange believes that by ensuring that
the Exchanges operative documents
accurately reflect the new legal names,
the proposed rule change would reduce
potential investor or market participant
confusion.
Further, the Exchange believes that
the changes to the Exchange LLC
Agreement would remove impediments
to, and perfect the mechanism of a free
and open market and a national market
system and, in general, protect investors
and the public interest because the
change would eliminate duplicate
references to the Members and make
conforming changes to the ownership
details that are already in place, thereby
reducing potential confusion. Market
participants and investors would not be
harmed and in fact could benefit from
the increased clarity and transparency
in the Exchange LLC Agreement,
ensuring that market participants could
more easily understand the Exchange
LLC Agreement.
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 that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is not intended to
address competitive issues but rather is
concerned solely with updating the
Exchange’s governance and operative
documents to reflect the
abovementioned name changes.
4 15
5 15
PO 00000
U.S.C. 78f(b).
U.S.C. 78f(b)(1).
Frm 00065
Fmt 4703
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
This proposed rule change is filed
pursuant to paragraph (A) of section
19(b)(3) of the Exchange Act 6 and Rule
19b–4(f)(3) thereunder in that the
proposed rule changes is concerned
solely with the administration of the
Exchange.7
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–
BOX–2018–25 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–2018–25. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
6 15
7 17
Sfmt 4703
44321
E:\FR\FM\30AUN1.SGM
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(3).
30AUN1
44322
Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices
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, on official business
days between the hours of 10:00 a.m.
and 3:00 p.m., located at 100 F Street
NE, Washington, DC 20549. Copies of
such 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–BOX–2018–25 and should
be submitted on or before September 20,
2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–18785 Filed 8–29–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33213; File No. 812–14807]
THL Credit, Inc., et al.
August 24, 2018.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
amozie on DSK3GDR082PROD with NOTICES1
AGENCY:
Notice of application for an order
under sections 17(d) and 57(i) of the
Investment Company Act of 1940 (the
‘‘Act’’) and rule 17d–1 under the Act to
permit certain joint transactions
otherwise prohibited by sections 17(d)
and 57(a)(4) of the Act and rule 17d–1
under the Act.
SUMMARY OF APPLICATION: Applicants
request an order to permit certain
business development companies
(‘‘BDCs’’) and closed-end management
investment companies to co-invest in
portfolio companies with each other and
with certain affiliated investment funds
and accounts.
8 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
17:25 Aug 29, 2018
Jkt 244001
THL Credit, Inc. (‘‘TCRD’’),
THL Credit Advisors LLC (‘‘THLCA’’),
THL Credit Senior Loan Strategies LLC
(‘‘SLS,’’ together with THLCA, the ‘‘THL
Advisers’’), THL Credit Holdings, Inc.
(‘‘TCRD Subsidiary’’), THL Credit Bank
Loan Select Fund, THL Credit Wind
River 2012–1 CLO Ltd., THL Credit
Wind River 2013–1 CLO Ltd., THL
Credit Wind River 2013–2 CLO Ltd.,
THL Credit Wind River 2014–1 CLO
Ltd., THL Credit Wind River 2014–2
CLO Ltd., THL Credit Wind River 2014–
3 CLO Ltd., THL Credit Wind River
2015–1 CLO Ltd., THL Credit Wind
River 2015–2 CLO Ltd., THL Credit
Wind River 2016–1 CLO Ltd., THL
Credit Wind River 2016–2 CLO Ltd.,
THL Credit Wind River 2017–1 CLO
Ltd., THL Credit Wind River 2017–2
CLO Ltd., THL Credit Wind River 2017–
3 CLO Ltd., THL Credit Wind River
2017–4 CLO Ltd., THL Credit Wind
River 2018–1 CLO Ltd., THL Credit Lake
Shore MM CLO 2017–1, Ltd., THL
Credit Direct Lending Fund III LLC,
THL Credit Direct Lending Co-Invest III
(E) LLC, THL Credit Direct Lending CoInvest III LLC, THL Credit Direct
Lending Fund III (A) LLC, THL Credit
Bank Loan Select Fund (Offshore), THL
Credit Wind River 2018–2 CLO Ltd.,
THL Credit Wind River 2018–3 CLO
Ltd., THL Credit Lake Shore MM CLO
II, Ltd., and THL Credit Strategic
Funding LLC.
FILING DATES: The application was filed
on August 9, 2017, and amended on July
23, 2018, and August 20, 2018.
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 writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on September 18, 2018,
and should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
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 who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F St.
NE, Washington, DC 20549–1090.
Applicants: 100 Federal Street, 31st
Floor, Boston, MA 02110.
FOR FURTHER INFORMATION CONTACT:
Bruce R. MacNeil, Senior Counsel, at
APPLICANTS:
PO 00000
Frm 00066
Fmt 4703
Sfmt 4703
(202) 551–6817 or Kaitlin C. Bottock,
Branch Chief, at (202) 551–6825 (Chief
Counsel’s Office, Division of Investment
Management).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
website by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Introduction
1. The applicants request an order of
the Commission under sections 17(d)
and 57(i) and rule 17d–1 thereunder
(the ‘‘Order’’) to permit, subject to the
terms and conditions set forth in the
application (the ‘‘Conditions’’), a
Regulated Fund 1 and one or more other
Regulated Funds and/or one or more
Affiliated Funds 2 to enter into Co1 ‘‘Regulated Funds’’ means TCRD, the Future
Regulated Funds and the BDC Downstream Funds
(defined below). ‘‘Future Regulated Fund’’ means a
closed-end management investment company (a)
that is registered under the Act or has elected to be
regulated as a BDC, (b) whose investment adviser
is an Adviser, and (c) intends to participate in the
Co-investment Program.
‘‘Adviser’’ means THLCA and SLS, together with
any future investment adviser that (i) controls, is
controlled by or is under common control with
THLCA or SLS, as applicable, (ii) is registered as
an investment adviser under the Investment
Advisers Act of 1940 (‘‘Advisers Act’’), and (iii) is
not a Regulated Fund or a subsidiary of a Regulated
Fund.
2 ‘‘Affiliated Fund’’ means any Existing Affiliated
Fund (identified in Appendix A to the application),
Existing THL Proprietary Accounts (as defined
below), Future THL Proprietary Accounts, and any
entity (a) whose investment adviser is an Adviser,
(b) that either (i) would be an investment company
but for section 3(c)(1), 3(c)(5)(C) or 3(c)(7) of the Act
or (ii) relies on rule 3a–7 under the Act, (c) that
intends to participate in the Co-Investment
Program, and (d) that is not a BDC Downstream
Fund. Applicants represent that no Existing
Affiliated Fund is a BDC Downstream Fund.
‘‘Future THL Proprietary Account’’ means any
direct or indirect, wholly- or majority-owned
subsidiary of THLCA, or any other Adviser, that is
formed in the future that, from time to time, may
hold various financial assets in a principal capacity.
‘‘BDC Downstream Fund’’ means, with respect to
any Regulated Fund that is a BDC, an entity (i) that
the BDC directly or indirectly controls, (ii) that is
not controlled by any person other than the BDC
(except a person that indirectly controls the entity
solely because it controls the BDC), (iii) that would
be an investment company but for section 3(c)(1) or
3(c)(7) of the Act, (iv) whose investment adviser is
an Adviser, (v) that is not a Wholly-Owned
Investment Sub and (vi) is not a Greenway Entity
or Logan JV (each defined below).
Affiliated Funds may include funds that are
ultimately structured as collateralized loan
obligation funds (‘‘CLOs’’). Such CLOs would be
investment companies but for the exception
provided in section 3(c)(7) of the Act or their ability
to rely on rule 3a–7 of the Act. During the
investment period of a CLO, the CLO may engage
in customary transactions with another Affiliated
Fund on a secondary basis at fair market value. For
purposes of the Order, any securities that were
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]]>Agencies
[Federal Register Volume 83, Number 169 (Thursday, August 30, 2018)]
[Notices]
[Pages 44320-44322]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-18785]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-83941; File No. SR-BOX-2018-25]
Self-Regulatory Organizations; BOX Options Exchange LLC; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Reflect in the Exchange's Governing Documents and the Exchange's
Rulebook, Changes to the Exchange's Name
August 24, 2018.
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 August 15, 2018, BOX Options Exchange LLC (the ``Exchange'') 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 self-regulatory organization. The
Commission is publishing this notice to solicit comments on the
proposed rule from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to reflect in the Exchange's governing
documents and the Exchange's rulebook, changes to the Exchange's name.
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 website at https://boxoptions.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 purpose of this filing is to reflect in the Exchange's
governing documents and the Exchange's rulebook, changes to the
Exchange's name. On July 19, 2018, the BOX Options Exchange LLC Board
of Directors approved that the name of BOX Options Exchange LLC be
changed to ``BOX Exchange LLC'' and that each officer of the Company
be, and hereby is, authorized and directed to undertake any actions
required or advisable to carry out the name change, including with
respect to the SEC and any governmental or third parties. The Exchange
intends for these changes to be effective upon filing.
As proposed, references to the Exchange's name will be deleted and
revised to state the new name, as described more fully below. No other
substantive changes are being proposed in this filing. The Exchange
represents that these changes are concerned solely with the
administration of the Exchange and do not affect the meaning,
administration, or enforcement of any rules of the Exchange or the
rights, obligations, or privileges of Exchange members or their
associated persons in any way. Accordingly, this filing is being
submitted under Rule 19b-4(f)(3). In lieu of providing a copy of the
[[Page 44321]]
marked name changes, the Exchange represents that it will make the
necessary non-substantive revisions described below to the Exchange's
corporate governance documents and rulebook, and post updated versions
of each on the Exchange's website pursuant to Rule 19b-4(m)(2).
The Exchange's Name Change
In connection with the name change of the Exchange, the Exchange is
proposing to amend the Exchange's operative documents. Therefore, the
Exchange proposes to amend the Exchange's Certificate of Amendment
[sic] (the ``Exchange Certificate''), the Exchange's Limited Liability
Company Agreement (the ``Exchange LLC Agreement''), the Exchange's
Bylaws and the Exchange's Rules (collectively ``operative documents'')
in connection with the name change of the Exchange. Within these
documents the Exchange proposes to delete all references to BOX Options
Exchange LLC and replace it with ``BOX Exchange LLC.''
In connection with the name change, the Exchange is also proposing
to make non-substantive conforming changes to the BOX Holdings LLC
Agreement and BOX Market LLC Agreement. Specifically, the Exchange
proposes to delete all references to BOX Options Exchange LLC and
replace it with ``BOX Exchange LLC'' in these documents.
Other Changes to the Exchange LLC Agreement
Lastly, the Exchange is also proposing to make other administrative
changes in the Exchange LLC Agreement:
--Amend the preamble of the LLC Agreement and remove references to the
Members of the Exchange. All Members are already detailed in Schedule 1
of the Exchange LLC Agreement.
--Amend the definition of ``Member'' in Article 1 to conform to the
changes made in the preamble.
--Amend the definition of ``MXUS2'' to conform to the changes made in
the preamble.
--Amend Section 18.3 (Notices) to update the notification requirements
for Members.
--Amend Schedule 1 of the LLC Agreement to conform changes to the Unit
Holders and applicable Economic Units, Economic Percentage Interest,
Voting Units and Voting Percentage Interest already in place.\3\
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release Nos. 67273 (June 27,
2012), 77 FR 39547 (July 3, 2012) (SR-BOX-2012-008), 74267 (February
12, 2015), 80 FR 8913 (February 19, 2015) (SR-BOX-2015-009), 74477
(March 11, 2015), 80 FR 13932 (March 17, 2015) (SR-BOX-2015-14).
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\4\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(1) \5\ in that it enables the Exchange to be so organized
as to have the capacity to be able to carry out the purposes of the
Exchange Act and to comply, and to enforce compliance by its exchange
members and persons associate with its exchange members, with the
provisions of the Exchange Act, the rules and regulations thereunder,
and the rules of the Exchange.
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\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(1).
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In particular, the proposed change is a non-substantive change and
does not impact the governance, ownership or operations of the
Exchange. The Exchange believes that by ensuring that the Exchanges
operative documents accurately reflect the new legal names, the
proposed rule change would reduce potential investor or market
participant confusion.
Further, the Exchange believes that the changes to the Exchange LLC
Agreement would remove impediments to, and perfect the mechanism of a
free and open market and a national market system and, in general,
protect investors and the public interest because the change would
eliminate duplicate references to the Members and make conforming
changes to the ownership details that are already in place, thereby
reducing potential confusion. Market participants and investors would
not be harmed and in fact could benefit from the increased clarity and
transparency in the Exchange LLC Agreement, ensuring that market
participants could more easily understand the Exchange LLC Agreement.
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 that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with updating the Exchange's governance and operative documents
to reflect the abovementioned name changes.
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
This proposed rule change is filed pursuant to paragraph (A) of
section 19(b)(3) of the Exchange Act \6\ and Rule 19b-4(f)(3)
thereunder in that the proposed rule changes is concerned solely with
the administration of the Exchange.\7\
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\6\ 15 U.S.C. 78s(b)(3)(A).
\7\ 17 CFR 240.19b-4(f)(3).
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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 [email protected]. Please include
File Number SR-BOX-2018-25 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-2018-25. 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 (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements
[[Page 44322]]
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, on official business days
between the hours of 10:00 a.m. and 3:00 p.m., located at 100 F Street
NE, Washington, DC 20549. Copies of such 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-BOX-2018-25 and should be
submitted on or before September 20, 2018.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\8\
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\8\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-18785 Filed 8-29-18; 8:45 am]
BILLING CODE 8011-01-P
