Federal Register / Vol. 86, No. 39 / Tuesday, March 2, 2021 / Notices 12251 

7 17 CFR 240.0–12. 

8See Exemptive Request, supra note 3. 

9 Id. 

10 Id. at 2 n.7. 

11 Id. at 3. The Exchange states that it will provide 

such notice via a posting on the same website 

location where the Exchange posts its own rule 

filings pursuant to Rule 19b–4(l) within the 

timeframe required by such Rule. In addition, the 

Exchange states that the website posting will 

include a link to the location on Nasdaq’s website 

where the applicable proposed rule change is 

posted. Id. at 3 n.8. 

12See id. at 2. 

13See id. 

14See, e.g., Securities Exchange Act Release Nos. 

86896 (September 6, 2019), 84 FR 48186 (September 

12, 2019) (order granting application by Nasdaq BX, 

Inc. for exemption pursuant to section 36(a) of the 

Exchange Act from the rule filing requirements of 

section 19(b) of the Exchange Act with respect to 

the Nasdaq Rule 1000 Series incorporated by 

reference); 80338 (March 29, 2017), 82 FR 16464 

(April 4, 2017) (order granting exemptive request 

from MIAX PEARL, LLC relating to rules of Miami 

International Securities Exchange, LLC 

incorporated by reference); 72650 (July 22, 2014), 

79 FR 44075 (July 29, 2014) (order granting 

exemptive requests from NASDAQ OMX BX, Inc. 

and the NASDAQ Stock Market LLC relating to 

rules of NASDAQ OMX PHLX LLC incorporated by 

reference); 67256 (June 26, 2012), 77 FR 39277, 

39286 (July 2, 2012) (order approving SR–BX–2012– 

030 and granting exemptive request relating to rules 

incorporated by reference by the BX Options rules); 

61534 (February 18, 2010), 75 FR 8760 (February 

25, 2010) (order granting BATS Exchange, Inc.’s 

exemptive request relating to rules incorporated by 

reference by the BATS Exchange Options Market 

rules) (‘‘BATS Options Market Order’’); and 57478 

(March 12, 2008), 73 FR 14521, 14539–40 (March 

18, 2008) (order approving SR–NASDAQ–2007–004 

and SR–NASDAQ–2007–080, and granting 

exemptive request relating to rules incorporated by 

reference by The NASDAQ Options Market). 

15See 17 CFR 240.0–12 and Securities Exchange 

Act Release No. 39624 (February 5, 1998), 63 FR 

8101 (February 18, 1998) (‘‘Commission Procedures 

for Filing Applications for Orders for Exemptive 

Relief Pursuant to Section 36 of the Exchange Act; 

Final Rule’’). 

16See BATS Options Market Order, supra note 14 

(citing Securities Exchange Act Release No. 49260 

(February 17, 2004), 69 FR 8500 (February 24, 2004) 

(order granting exemptive request relating to rules 

incorporated by reference by several SROs) (‘‘2004 

Order’’)). 

17See BATS Options Market Order, supra note 

14, 75 FR at 8761; see also 2004 Order, supra note 

16, 69 FR at 8502. 

18 15 U.S.C. 78mm. 

19 17 CFR 200.30–3(a)(76). 

1 15 U.S.C. 78mm(a)(1). 

The Exchange has requested, pursuant 

to Rule 0–12 under the Exchange Act,7

that the Commission grant the Exchange 

an exemption from the rule filing 

requirements of Section 19(b) of the 

Exchange Act for changes to the 

Exchange’s rules that are effected solely 

by virtue of a change to the Nasdaq Rule 

1000 Series that are incorporated by 

reference. Specifically, the Exchange 

requests that it be permitted to 

incorporate by reference changes made 

to the Nasdaq Rule 1000 Series that are 

cross-referenced in the Exchange’s rules 

without the need for the Exchange to 

file separately the same proposed rule 

change pursuant to Section 19(b) of the 

Exchange Act.8

The Exchange represents that the 

Nasdaq Rule 1000 Series are not trading 

rules.9 Moreover, the Exchange states 

that it proposes to incorporate by 

reference a category of rules (rather than 

individual rules within a category).10

The Exchange also represents that, as a 

condition of this exemption, the 

Exchange will provide written notice to 

its applicants and members whenever 

Nasdaq proposes a change to Nasdaq 

Rule 1000 Series.11

According to the Exchange, this 

exemption is necessary and appropriate 

because it will result in the Exchange’s 

membership rules and processes being 

consistent with the relevant crossreferenced Nasdaq membership rules 

and processes at all times.12 The 

Exchange states that harmonization of 

the membership rules and processes 

between the Exchange and Nasdaq will 

ease compliance burdens for those 

seeking membership on both exchanges 

and increase internal efficiencies 

associated with administering the 

membership rules and processes of each 

exchange.13

The Commission has issued 

exemptions similar to the Exchange’s 

request.14 In granting similar 

exemptions, the Commission stated that 

it would consider future exemption 

requests, provided that: 

• A self-regulatory organization 

(‘‘SRO’’) wishing to incorporate rules of 

another SRO by reference has submitted 

a written request for an order exempting 

it from the requirement in Section 19(b) 

of the Exchange Act to file proposed 

rule changes relating to the rules 

incorporated by reference, has identified 

the applicable originating SRO(s), 

together with the rules it wants to 

incorporate by reference, and otherwise 

has complied with the procedural 

requirements set forth in the 

Commission’s release governing 

procedures for requesting exemptive 

orders pursuant to Rule 0–12 under the 

Exchange Act; 15

• The incorporating SRO has 

requested incorporation of categories of 

rules (rather than individual rules 

within a category) that are not trading 

rules (e.g., the SRO has requested 

incorporation of rules such as margin, 

suitability, or arbitration); and 

• The incorporating SRO has 

reasonable procedures in place to 

provide written notice to its members 

each time a change is proposed to the 

incorporated rules of another SRO.16

The Commission believes that the 

Exchange has satisfied each of these 

conditions. Further, the Commission 

also believes that granting the Exchange 

an exemption from the rule filing 

requirements under Section 19(b) of the 

Exchange Act will promote efficient use 

of the Commission’s and the Exchange’s 

resources by avoiding duplicative rule 

filings based on simultaneous changes 

to identical rule text sought by more 

than one SRO.17 The Commission 

therefore finds it appropriate in the 

public interest and consistent with the 

protection of investors to exempt the 

Exchange from the rule filing 

requirements under Section 19(b) of the 

Exchange Act with respect to the abovedescribed rules it incorporates by 

reference. This exemption is 

conditioned upon the Exchange 

promptly providing written notice to its 

applicants and members whenever 

Nasdaq changes a rule that the Exchange 

incorporates by reference. 

Accordingly, it is ordered, pursuant to 

Section 36 of the Exchange Act,18 that 

the Exchange is exempt from the rule 

filing requirements of Section 19(b) of 

the Exchange Act solely with respect to 

changes to the rules identified in the 

Exemptive Request, provided that the 

Exchange promptly provides written 

notice to its applicants and members 

whenever Nasdaq proposes to change a 

rule that the Exchange has incorporated 

by reference. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04219 Filed 3–1–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91203] 

Order Granting Application by Cboe C2 

Exchange, Inc. for Exemption Pursuant 

to Section 36(a) of the Exchange Act 

From the Rule Filing Requirements of 

Section 19(b) of the Exchange Act With 

Respect to Certain Rules Incorporated 

by Reference 

February 24, 2021. 

Cboe C2 Exchange, Inc. (‘‘C2’’ or the 

‘‘Exchange’’) has filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) an application for 

an exemption under Section 36(a)(1) of 

the Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 from the rule filing 

requirements of Section 19(b) of the 


jbell on DSKJLSW7X2PROD with NOTICES
12252 Federal Register / Vol. 86, No. 39 / Tuesday, March 2, 2021 / Notices 

2 15 U.S.C. 78s(b). 

3See letter from Rebecca Tenuta, Counsel, Cboe 

C2 Exchange, Inc. to Vanessa Countryman, 

Secretary, Commission, dated February 9, 2021 

(‘‘Exemptive Request’’). 

4 15 U.S.C. 78mm(a)(1). 

5See Securities Exchange Act Release No. 87646 

(December 2, 2019), 84 FR 66938 (December 6, 

2019) (SR–C2–2019–025). 

6 Incorporates by reference Cboe Options Chapter 

3, Section B. 

7 Incorporates by reference Cboe Options Chapter 

4, Section A. 

8 Incorporates by reference Cboe Options Chapter 

4, Section B. 

9 Incorporates by reference Cboe Options Chapter 

8. 

10 Incorporates by reference Cboe Options 

Chapter 5, Section E. 

11 Incorporates by reference Cboe Options 

Chapter 6, Section B. 

12 Incorporates by reference Cboe Options 

Chapter 7, Section A. 

13 Incorporates by reference Cboe Options 

Chapter 7, Section B. 

14 Incorporates by reference Cboe Options 

Chapter 9. See also Securities Exchange Act Release 

No. 87646 (December 2, 2019), 84 FR 66938 

(December 6, 2019) (SR–C2–2019–025), which 

relocated former Rule 3.19 to Rule 9.20 in order to 

include Cboe Options Rule 9.20 in C2 Chapter 9’s 

incorporation of Cboe Options Chapter 9 by 

reference, as former Rule 3.19 is identical to Cboe 

Options Rule 9.20 and it is within the same 

category of exchange rules otherwise incorporated 

into C2 Chapter 9 by reference to Cboe Options 

Chapter 9 (i.e. rule related to doing business with 

the public). 

15 Incorporates by reference Cboe Options 

Chapter 10. 

16 Incorporates by reference Cboe Options 

Chapter 11. 

17 Incorporates by reference Cboe Options 

Chapter 12. 

18 Incorporates by reference Cboe Options 

Chapter 13. 

19 Incorporates by reference Cboe Options 

Chapter 14. 

20 Incorporates by reference Cboe Options 

Chapter 15. 

21See Securities Exchange Act Release Nos. 

61152 (December 10, 2009), 74 FR 66699 (December 

16, 2009); and 80339 (March 29, 2017), 82 FR 16442 

(April 4, 2017). 

22 17 CFR 240.0–12. 

23See Exemptive Request, supra note 3. 

24 Id. 

25 Id. 

26The Exchange states that it will provide such 

notice via a posting on the same website location 

where the Exchange posts its own rule filings 

pursuant to Rule 19b-4(l) within the timeframe 

required by such Rule. In addition, the Exchange 

states that the website posting will include a link 

to the location on Cboe’s website where the 

applicable proposed rule change is posted. Id. 

27See Exemptive Request, supra note 3. 

28See id. 

29See, e.g., Securities Exchange Act Release Nos. 

86896 (September 6, 2019), 84 FR 48186 (September 

12, 2019) (order granting exemptive request from 

Nasdaq BX, Inc. relating to rules of The Nasdaq 

Stock Market LLC incorporated by reference) 

(‘‘Nasdaq BX Order’’); 86422 (July 22, 2019), 84 FR 

36151 (July 26, 2019) (order granting exemptive 

request from Nasdaq BX, Inc., Nasdaq GEMX, LLC, 

Nasdaq ISE, LLC, Nasdaq MRX, LLC, and Nasdaq 

Phlx LLC relating to rules of The Nasdaq Stock 

Market LLC incorporated by reference); 80338 

(March 29, 2017), 82 FR 16464 (April 4, 2017) 

(order granting exemptive request from MIAX 

PEARL, LLC relating to rules of Miami International 

Securities Exchange, LLC incorporated by 

reference); and 72650 (July 22, 2014), 79 FR 44075 

(July 29, 2014) (order granting exemptive requests 

from NASDAQ OMX BX, Inc. and the NASDAQ 

Stock Market LLC relating to rules of NASDAQ 

OMX PHLX LLC incorporated by reference). 

30See 17 CFR 240.0–12 and Securities Exchange 

Act Release No. 39624 (February 5, 1998), 63 FR 

8101 (February 18, 1998) (‘‘Commission Procedures 

for Filing Applications for Orders for Exemptive 

Relief Pursuant to Section 36 of the Exchange Act; 

Final Rule’’). 

Exchange Act 2 with respect to certain 

rules of Cboe Exchange, Inc. (‘‘Cboe’’) 

that the Exchange seeks to incorporate 

by reference.3 Section 36(a)(1) of the 

Exchange Act,4 subject to certain 

limitations, authorizes the Commission 

to conditionally or unconditionally 

exempt any person, security, or 

transaction, or any class thereof, from 

any provision of the Exchange Act or 

rule thereunder, if necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors. 

The Exchange filed a proposed rule 

change 5 under Section 19(b) of the 

Exchange Act to update various C2 

Rules and Chapters to reflect changes to 

the Cboe Options rulebook. Namely, in 

the proposed rule change, the Exchange 

proposed to incorporate by reference 

rule changes made to each Cboe Options 

rule cross-referenced in the following 

C2 chapters or sections: Chapter 3, 

Section B (TPH Registration); 6 Chapter 

4, Section A (Equity and ETP Options); 7

Chapter 4, Section B (Index Options); 8

Chapter 5 (Business Conduct); 9 Chapter 

6, Section E (Intermarket Linkage); 10

Chapter 6, Section F (Exercises and 

Deliveries); 11 Chapter 7, Section A; 12

Chapter 7, Section B; 13 Chapter 9 

(Doing Business with the Public); 14

Chapter 10 (Margin Requirements); 15

Chapter 1 (Net Capital Requirements); 16

Chapter 12 (Summary Suspension); 17

Chapter 13 (Discipline); 18 Chapter 14 

(Arbitration); 19 and Chapter 15 

(Hearings and Review) 20 (the ‘‘Cboe 

Incorporated Rules’’). 

The Commission notes it previously 

granted C2 an exemption from the rule 

filing requirements of Section 19(b) of 

the Act for the rules of the Cboe set forth 

in the C2 rules referenced above.21

Since that time, the Cboe has 

renumbered and relocated the 

previously incorporated rules within its 

rulebook. As a result, C2 has submitted 

this exemptive request to reflect rule 

number changes in the Cboe Options 

rulebook. Specifically, the Exchange is 

now requesting, pursuant to Rule 0–12 

under the Exchange Act,22 that the 

Commission grant an exemption from 

the rule filing requirements of Section 

19(b) of the Exchange Act for changes to 

the Chapters 3–7 and 9–15 of the 

Exchange’s rules that are effected solely 

by virtue of a change to a Cboe 

Incorporated Rule. The Exchange 

requests that it be permitted to 

incorporate by reference changes made 

to the Cboe Incorporated Rules without 

the need for the Exchange to file 

separately the same proposed rule 

change pursuant to Section 19(b) of the 

Exchange Act.23

The Exchange represents that the 

Cboe Incorporated Rules are not trading 

rules.24 Moreover, the Exchange states 

that it proposes to incorporate by 

reference a category of rules (rather than 

individual rules within a category).25

The Exchange also represents that, as a 

condition of this exemption, the 

Exchange will provide written notice to 

its applicants and members whenever 

Cboe proposes a change to a Cboe 

Incorporated Rule.26

According to the Exchange, this 

exemption is necessary and appropriate 

to maintain consistency between C2 

rules and the Cboe Incorporated Rules, 

thus helping to ensure identical 

regulation of C2 Permit Holders that are 

also Cboe Trading Permit Holders with 

respect to the incorporated provisions as 

well as helping to ensure that C2-only 

Permit Holders are subject to consistent 

regulation as Cboe Trading Permit 

Holders.27 The Exchange believes that, 

without such an exemption, such Permit 

Holders could be subject to two 

different standards.28

The Commission has issued 

exemptions similar to the Exchange’s 

request.29 In granting similar 

exemptions, the Commission stated that 

it would consider future exemption 

requests, provided that: 

• A self-regulatory organization 

(‘‘SRO’’) wishing to incorporate rules of 

another SRO by reference has submitted 

a written request for an order exempting 

it from the requirement in Section 19(b) 

of the Exchange Act to file proposed 

rule changes relating to the rules 

incorporated by reference, has identified 

the applicable originating SRO(s), 

together with the rules it wants to 

incorporate by reference, and otherwise 

has complied with the procedural 

requirements set forth in the 

Commission’s release governing 

procedures for requesting exemptive 

orders pursuant to Rule 0–12 under the 

Exchange Act; 30

• The incorporating SRO has 

requested incorporation of categories of 

rules (rather than individual rules 

within a category) that are not trading 

rules (e.g., the SRO has requested 

incorporation of rules such as margin, 

suitability, or arbitration); and 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 39 / Tuesday, March 2, 2021 / Notices 12253 

31See Nasdaq BX Order, supra note 29. 

32 15 U.S.C. 78mm. 

33 17 CFR 200.30–3(a)(76). 

• The incorporating SRO has 

reasonable procedures in place to 

provide written notice to its members 

each time a change is proposed to the 

incorporated rules of another SRO.31

The Commission believes that the 

Exchange has satisfied each of these 

conditions. Further, the Commission 

also believes that granting the Exchange 

an exemption from the rule filing 

requirements under Section 19(b) of the 

Exchange Act will promote efficient use 

of the Commission’s and the Exchange’s 

resources by avoiding duplicative rule 

filings based on simultaneous changes 

to identical rule text sought by more 

than one SRO. The Commission 

therefore finds it appropriate in the 

public interest and consistent with the 

protection of investors to exempt the 

Exchange from the rule filing 

requirements under Section 19(b) of the 

Exchange Act with respect to the abovedescribed rules it incorporates by 

reference. This exemption is 

conditioned upon the Exchange 

promptly providing written notice to its 

applicants and members whenever Cboe 

changes a Cboe Incorporated Rule. 

Accordingly, It is Ordered, pursuant 

to Section 36 of the Exchange Act,32 that 

the Exchange is exempt from the rule 

filing requirements of Section 19(b) of 

the Exchange Act solely with respect to 

changes to the rules identified in the 

Exemptive Request, provided that the 

Exchange promptly provides written 

notice to its applicants and members 

whenever Cboe proposes to change a 

Cboe Incorporated Rule. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

J. Matthew DeLesDernier, 

Assistant Secretary. 

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

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Advisers Act Release No. 5690/ 

803–00247] 

Lewis Family Advisors, LLC 

February 24, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an exemptive 

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

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). 

APPLICANT: Lewis Family Advisors, LLC 

(the ‘‘Applicant’’). 

RELEVANT ADVISERS ACT SECTIONS: 

Exemption requested under section 

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

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

SUMMARY OF APPLICATION: The 

Applicant requests that the Commission 

issue an order declaring it to be a person 

not within the intent of Section 

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

defines the term ‘‘investment adviser.’’ 

FILING DATES: The application was filed 

on June 4, 2018, and amended on 

August 30, 2019, and December 8, 2020. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by emailing the 

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

Applicant with a copy of the request by 

email. Hearing requests should be 

received by the Commission by 5:30 

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

accompanied by proof of service on the 

Applicant, in the form of an affidavit or, 

for lawyers, a certificate of service. 

Pursuant to Rule 0–5 under the Advisers 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons may request notification of a 

hearing by emailing the Commission’s 

Secretary at Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicant: 

Lewis Family Advisors, LLC, c/o Clare 

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

lewismc.com. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811 or Kaitlin C. Bottock, Branch 

Chief, at (202) 551–6825 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

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

rules/iareleases.shtml or by calling (202) 

551–8090. 

Applicant’s Representations 

1. The Applicant is a Nevada Family 

Trust Company and a multi-generational 

single-family office that provides or 

intends to provide services to the family 

and descendants of Ralph M. Lewis. The 

Applicant is wholly-owned by Family 

Clients and is exclusively controlled 

(directly and indirectly) by one or more 

Family Members and/or Family Entities 

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

1 (the ‘‘Family Office Rule’’). For 

purposes of the application, the term 

‘‘Lewis Family’’ means the lineal 

descendants of Ralph M. Lewis, their 

spouses or spousal equivalents, and all 

other persons and entities that qualify as 

‘‘Family Clients’’ as defined in 

paragraph (d)(4) of the Family Office 

Rule. Unless otherwise indicated, 

capitalized terms herein have the same 

meaning as defined in the Family Office 

Rule. 

2. The Applicant provides both 

advisory and non-advisory services 

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

the Lewis Family. Any Service provided 

by the Applicant that relates to 

investment advice about securities or 

may otherwise be construed as advisory 

in nature is considered an ‘‘Advisory 

Service.’’ 

3. The Applicant represents that: (i) 

Each of the persons served by the 

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

Applicant has no investment advisory 

clients other than Family Clients as 

required by paragraph (b)(1) of the 

Family Office Rule); (ii) the Applicant is 

owned and controlled in a manner that 

complies in all respects with paragraph 

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

the Applicant does not hold itself out to 

the public as an investment adviser as 

required by paragraph (b)(3) of the 

Family Office Rule. At the time of the 

application, the Applicant represents 

that Family Members account for 

approximately 99% of the natural 

persons to whom the Applicant 

provides Advisory Services. 

4. In addition to the Family Clients, 

the Applicant desires to provide 

Services (including Advisory Services) 

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

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

Additional Family Client does not have 

an ownership interest in the Applicant. 

The Applicant represents that the assets 

beneficially owned by Family Members 

and/or Family Entities (excluding the 

Additional Family Client) would make 

up at least 100% of the assets for which 

the Applicant provides Advisory 

Services. 

5. The Applicant represents that the 

Niece has been supported by Family 

Members and has been considered and 

treated as a close family member of the 

Lewis Family for purposes of 

intrafamilial affection for many years 

and has attended various family events. 

The Applicant maintains that including 

the Additional Family Client in the 

‘‘family’’ would be consistent with the 

existing familial relationship among the 

family members. 


jbell on DSKJLSW7X2PROD with NOTICES