31808 Federal Register / Vol. 83, No. 131 / Monday, July 9, 2018 / Notices 

14 15 U.S.C. 78s(b)(3)(A). 

15 17 CFR 240.19b–4(f)(6). 

16 Id. 

17 17 CFR 240.19b–4(f)(6)(iii). 

18For 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). 19 17 CFR 200.30–3(a)(12). 

proposed changes implicate competition 

at all. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

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, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 14 and Rule 19b– 

4(f)(6) thereunder.15

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 16 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 17

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 so that the proposal may 

become operative upon filing. The 

Commission does not believe that any 

new or novel issues are raised by the 

proposal; the proposal aligns IEX’s rule 

with the rule of Nasdaq and FINRA. The 

Commission believes the waiver of the 

operative delay is consistent with the 

protection of investors and the public 

interest. Therefore, the Commission 

hereby waives the operative delay and 

designates the proposal operative upon 

filing.18

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 

change 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

IEX–2018–12 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–IEX–2018–12. This file 

number should be included in 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 (http://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 website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549. Copies of the 

filing will also be available for 

inspection and copying at the IEX’s 

principal office and on its internet 

website at www.iextrading.com. 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–IEX–2018–12 and 

should be submitted on or before July 

30, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14551 Filed 7–6–18; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33146; 812–14921] 

Altaba Inc. 

July 3, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under section 17(b) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from section 17(a) of the Act. 

SUMMARY OF APPLICATION: Applicant 

seeks an order that would permit inkind repurchases of shares of the Fund 

held by certain affiliated stockholders of 

the Fund. 

APPLICANT: Altaba Inc. (the ‘‘Fund’’). 

FILING DATES: The application was filed 

on June 14, 2018, and amended on June 

28, 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 

applicant with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on July 30, 2018, and 

should be accompanied by proof of 

service on applicant, 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 Street 

NE, Washington, DC 20549–1090. 

Applicant, 140 East 45th Street, 15th 

Floor, New York, New York 10017. 

FOR FURTHER INFORMATION CONTACT: 

Elizabeth G. Miller, Senior Counsel, at 

(202) 551–8707 or Aaron T. Gilbride, 

Branch Chief, at (202) 551–6825 (Chief 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 83, No. 131 / Monday, July 9, 2018 / Notices 31809 

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 an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicant’s Representations 

1. The Fund is a Delaware corporation 

registered as a closed-end, nondiversified management investment 

company under the Act. The Fund’s 

investment objective is to seek to 

increase the price per share at which its 

common stock trades relative to the 

then-current values of its principal 

underlying assets, the Alibaba shares 

(defined below) and Yahoo Japan 

Corporation (‘‘Yahoo Japan’’) shares. It 

seeks to do this by reducing the 

discount at which it trades relative to 

the underlying value of its net assets 

(before giving effect to deferred taxes on 

unrealized appreciation). As of March 

31, 2018, the Fund’s assets consist of the 

following: Alibaba Group Holding 

Limited (‘‘Alibaba’’) ordinary shares and 

American Depositary Shares (‘‘Alibaba 

ADSs’’ and together with the Alibaba 

ordinary shares, ‘‘Alibaba shares’’); 

Yahoo Japan shares of common stock; 

miscellaneous investments in equity 

securities and warrants issued by public 

and private operating companies; cash, 

cash equivalents, and short-term 

marketable debt securities (the 

‘‘Marketable Debt Securities Portfolio’’); 

and a portfolio of intellectual property 

assets held in a wholly-owned 

subsidiary, Excalibur IP, LLC. Shares of 

the Fund are listed and trade on the 

Nasdaq Global Select Market. The Fund 

is internally managed by its executive 

officers under the supervision of the 

Board of Directors and does not 

currently intend to depend on a thirdparty investment adviser, except that 

the Fund has hired BlackRock Advisors, 

LLC (‘‘BlackRock’’) and Morgan Stanley 

Smith Barney LLC (together with 

BlackRock, the ‘‘External Advisers’’) as 

external investment advisers to manage 

its Marketable Debt Securities Portfolio. 

Each External Adviser is an investment 

adviser registered under the Investment 

Advisers Act of 1940 and manages 

approximately half of the Marketable 

Debt Securities Portfolio. 

2. The Fund proposes to conduct a 

tender offer for up to 195,000,000 shares 

of the Fund’s outstanding common 

stock, representing approximately 24% 

of the Fund’s outstanding shares (the 

‘‘In-Kind Repurchase Offer’’). Payment 

for any shares repurchased during the 

In-Kind Repurchase Offer would be 

made in-kind through a pro rata 

distribution of the Fund’s Alibaba ADSs 

and cash. Applicant states that if a 

greater number of shares is tendered for 

repurchase than the total amount 

offered to be repurchased in the In-Kind 

Repurchase Offer, each participating 

stockholder will receive a pro rata share 

of the distribution in proportion to the 

total shares accepted for repurchase by 

Applicant. The In-Kind Repurchase 

Offer will be made pursuant to section 

23(c)(2) of the Act and conducted in 

accordance with rule 13e–4 under the 

Securities Exchange Act of 1934. 

3. Applicant states that the In-Kind 

Repurchase Offer is designed to 

minimize disruption to the market price 

of Alibaba ADSs relative to a sale of 

Alibaba ADSs to raise cash to finance a 

cash tender offer and therefore 

minimizing the impact on the 

investments of stockholders who remain 

invested in the Fund after the In-Kind 

Repurchase Offer or who own Alibaba 

ADSs outside the Fund. Applicant 

further states that, under the In-Kind 

Repurchase Offer, the Fund will 

minimize transaction costs associated 

with selling shares to conduct a cash 

tender offer. 

4. Applicant requests relief to permit 

(a) any common stockholders of the 

Fund who are ‘‘affiliated persons’’ of the 

Fund within the meaning of section 

2(a)(3)(A) of the Act or (b) second-tier 

affiliates of the Fund because the 

External Advisers are affiliates of the 

Fund within the meaning of Section 

2(a)(3)(E) of the Act (each, an ‘‘Affiliated 

Stockholder’’) to participate in the 

proposed In-Kind Repurchase Offer. 

Applicant’s Legal Analysis 

1. Section 17(a) of the Act prohibits 

an affiliated person of a registered 

investment company, or any affiliated 

person of the person, acting as 

principal, from knowingly purchasing 

or selling any security or other property 

from or to the company. Section 

2(a)(3)(A) and (E) of the Act define an 

‘‘affiliated person’’ of another person to 

include any person who directly or 

indirectly owns, controls, or holds with 

power to vote 5% or more of the 

outstanding voting securities of the 

other person and any investment 

adviser of an investment company, 

respectively. Applicant states that to the 

extent that the In-Kind Repurchase Offer 

could be deemed the purchase or sale of 

securities by an Affiliated Stockholder, 

the transactions would be prohibited by 

section 17(a). Accordingly, Applicant 

requests an exemption from section 

17(a) of the Act to the extent necessary 

to permit the participation of Affiliated 

Stockholders in the In-Kind Repurchase 

Offer. 

2. Section 17(b) of the Act authorizes 

the Commission to exempt any 

transaction from the provisions of 

section 17(a) if the terms of the 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned, and the transaction is 

consistent with the policy of each 

registered investment company and 

with the general purposes of the Act. 

3. Applicant asserts that the terms of 

the In-Kind Repurchase Offer meet the 

requirements of sections 17(b) of the 

Act. Applicant asserts that neither the 

Fund nor an Affiliated Stockholder has 

any choice as to the amount or form of 

consideration to be received as proceeds 

from the In-Kind Repurchase Offer. 

Instead, each tendering stockholder will 

receive, for each Fund share tendered, 

the same amount of Alibaba ADSs and 

the same amount of cash. If a greater 

number of shares is tendered for 

repurchase than the total amount 

offered to be repurchased in the In-Kind 

Repurchase Offer, each participating 

stockholder will receive a pro rata share 

of the distribution in proportion to the 

total shares accepted for repurchase by 

Applicant. Moreover, Applicant states 

that the portfolio securities to be offered 

and exchanged in the In-Kind 

Repurchase Offer will be valued in 

accordance with section 2(a)(41) of the 

Act, which will be an objective, 

verifiable standard that removes any 

discretion of an Affiliated Stockholder 

to conduct the In-Kind Repurchase Offer 

at a price that would be beneficial or 

detrimental to the interests of any 

particular stockholder. Applicant 

further states that the In-Kind 

Repurchase Offer is consistent with the 

Fund’s investment policies. Applicant 

represents that the In-Kind Repurchase 

Offer is consistent with the general 

purposes of the Act because the 

interests of all stockholders are equally 

protected and no Affiliated Stockholder 

would receive an advantage or special 

benefit not available to any other 

stockholder participating in the In-Kind 

Repurchase Offer. 

Applicant’s Conditions 

Applicant agrees that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Applicant will distribute to 

stockholders participating in the InKind Repurchase Offer cash and an inkind pro rata distribution of Alibaba 

ADSs which represent approximately 


sradovich on DSK3GMQ082PROD with NOTICES
31810 Federal Register / Vol. 83, No. 131 / Monday, July 9, 2018 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

80% of the Fund’s total assets and are 

publicly traded on a United States stock 

exchange like shares of the Fund’s 

common stock. The number of Alibaba 

shares to be exchanged per tendered 

Fund share will be based on a fixed 

exchange ratio. The amount of cash to 

be paid per tendered Fund share will be 

equal to a fixed multiple applied to the 

volume weighted average price for 

Alibaba ADSs on the second to last full 

trading day of the In-Kind Repurchase 

Offer. Stockholders will not be given a 

choice as to the amount or form of 

consideration. Each tendering 

stockholder will receive, for each Fund 

share tendered, the same number of 

Alibaba ADSs and the same amount of 

cash. 

2. The Alibaba ADSs offered and 

exchanged to stockholders pursuant to 

the In-Kind Repurchase Offer are 

securities that are listed on a public 

securities market for which quoted bid 

and asked prices are available. 

3. The Alibaba ADSs offered and 

exchanged to stockholders pursuant to 

the In-Kind Repurchase Offer will be 

valued in the same manner as they 

would be valued for purposes of 

computing Applicant’s net asset value, 

consistent with the requirements of 

section 2(a)(41) of the Act. 

4. Applicant will maintain and 

preserve for a period of not less than six 

years from the end of the fiscal year in 

which the In-Kind Repurchase Offer 

occurs, the first two years in an easily 

accessible place, a written record of the 

In-Kind Repurchase Offer, that includes 

the identity of each stockholder of 

record that participated in the In-Kind 

Repurchase Offer, whether that 

stockholder was an Affiliated 

Stockholder, a description of each 

security distributed, the terms of the 

distribution, and the information or 

materials upon which the valuation was 

made. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14658 Filed 7–6–18; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83587; File No. SR–CBOE– 

2018–051] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fees 

Schedule With Respect to Expiring Fee 

Waivers and Remove the FLEX Trader 

Incentive Program 

July 3, 2018. 

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 July 2, 

2018, Cboe Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘Cboe Options’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

thereunder.4 The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Fees Schedule relating to various fee 

waivers and the Flex Trader Incentive 

Program that are set to expire June 30, 

2018. 

The text of the proposed rule change 

is available on the Exchange’s website 

(http://www.cboe.com/AboutCBOE/ 

CBOELegalRegulatoryHome.aspx), at 

the Exchange’s Office of the Secretary, 

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 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 proposes to amend its 

Fees Schedule relating to various fee 

waivers and the Flex Trader Incentive 

Program that are set to expire June 30, 

2018. 

VIX and Select Sector License Index 

Surcharge 

The Exchange first proposes to extend 

the current waiver of the VIX and Select 

Sector Index License Surcharge of $0.10 

per contract for Clearing Trading Permit 

Holder Proprietary (‘‘Firm’’) (origin 

codes ‘‘F’’ or ‘‘L’’) VIX and Select Sector 

orders that have a premium of $0.10 or 

lower and have series with an 

expiration of seven (7) calendar days or 

less. The Exchange adopted the current 

waiver to reduce transaction costs on 

expiring, low-priced VIX and Select 

Sector options, which the Exchange 

believed would encourage Firms to seek 

to close and/or roll over such positions 

close to expiration at low premium 

levels, including facilitating customers 

to do so, in order to free up capital and 

encourage additional trading. The 

Exchange had proposed to waive the 

surcharge through June 30, 2018, at 

which time the Exchange had stated that 

it would evaluate whether the waiver 

has in fact prompted Firms to close and 

roll over these positions close to 

expiration as intended. The Exchange 

believes the waiver encourages Firms to 

do so and as such, proposes to extend 

the waiver of the surcharge through 

December 31, 2018, at which time the 

Exchange will again reevaluate whether 

the waiver has continued to prompt 

Firms to close and roll over positions 

close to expiration at low premium 

levels. Accordingly, the Exchange 

proposes to delete the reference to the 

current waiver period of June 30, 2018 

from the Fees Schedule and replace it 

with December 31, 2018. 

Extended Trading Hour Fees 

In order to promote and encourage 

trading during the Extended Trading 

Hours (‘‘ETH’’) session, the Exchange 

currently waives ETH Trading Permit 

and Bandwidth Packet fees for one (1) 

of each initial Trading Permits and one 

(1) of each initial Bandwidth Packet, per 

affiliated TPH. The Exchange notes that 

waiver is set to expire June 30, 2018. 

The Exchange also waives fees through 

June 30, 2018 for a CMI and FIX login 


sradovich on DSK3GMQ082PROD with NOTICES