Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices 44375 

3Applicants are not requesting relief for a Fund 

of Funds to invest in BDCs and registered closedend investment companies that are not listed and 

traded on a national securities exchange. 

4A Fund of Funds generally would purchase and 

sell shares of an Underlying Fund that operates as 

an ETF or closed-end fund through secondary 

market transactions rather than through principal 

transactions with the Underlying Fund. Applicants 

nevertheless request relief from sections 17(a)(1) 

and (2) to permit each ETF or closed-end fund that 

is an affiliated person, or an affiliated person of an 

affiliated person, as defined in section 2(a)(3) of the 

Act, of a Fund of Funds, to sell shares to or redeem 

shares from the Fund of Funds. This includes, in 

the case of sales and redemptions of shares of ETFs, 

the in-kind transactions that accompany such sales 

and redemptions. Applicants are not seeking relief 

from section 17(a) for, and the requested relief will 

not apply to, transactions where an ETF, BDC or 

closed-end fund could be deemed an affiliated 

person, or an affiliated person of an affiliated 

person, of a Fund of Funds because an investment 

adviser to the ETF, BDC or closed-end fund or an 

entity controlling, controlled by or under common 

control with the investment adviser to the ETF, 

BDC or closed-end fund, is also an investment 

adviser to the Fund of Funds. 

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

2 17 CFR 240.19b–4. 

investment company or series thereof, 

their principal underwriters, and any 

broker or dealer registered under the 

1934 Act to sell shares of the 

Underlying Funds to the Fund of Funds 

in excess of the limits in section 

12(d)(1)(B) of the Act.3 Applicants also 

request an order of exemption under 

sections 6(c) and 17(b) of the Act from 

the prohibition on certain affiliated 

transactions in section 17(a) of the Act 

to the extent necessary to permit the 

Underlying Funds to sell their shares to, 

and redeem their shares from, the Funds 

of Funds.4 Applicants state that such 

transactions will be consistent with the 

policies of each Fund of Funds and each 

Underlying Fund and with the general 

purposes of the Act and will be based 

on the net asset values of the 

Underlying Funds. 

2. Applicants agree that any order 

granting the requested relief will be 

subject to the terms and conditions 

stated in the application. Such terms 

and conditions are designed to, among 

other things, help prevent any potential 

(i) undue influence over an Underlying 

Fund that is not in the same ‘‘group of 

investment companies’’ as the Fund of 

Funds through control or voting power, 

or in connection with certain services, 

transactions, and underwritings, (ii) 

excessive layering of fees, and (iii) 

overly complex fund structures, which 

are the concerns underlying the limits 

in sections 12(d)(1)(A), (B), and (C) of 

the Act. 

3. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

any provision of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if such exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–18776 Filed 8–29–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83949; File No. SR–BOX– 

2018–26] 

Self-Regulatory Organizations; BOX 

Options Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Reflect a 

Non-Substantive Name Change in the 

Market’s Governing Documents 

August 27, 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to reflect a 

non-substantive name change in the 

Market’s governing documents. 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 http://

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 

a non-substantive name change in the 

Market’s governing documents. On July 

13, 2018, the BOX Market LLC Board of 

Directors approved that the name of 

BOX Market LLC be changed to ‘‘BOX 

Options Market 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 

Market’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 Market, a 

facility 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 is any way. 

Accordingly, this filing is being 

submitted under Rule 19b–4(f)(3). In 

lieu of providing a copy of the marked 

name changes for all corporate 

documents, the Exchange represents 

that it will make the necessary nonsubstantive revisions described below to 

the applicable corporate governance 

documents and post updated versions of 


amozie on DSK3GDR082PROD with NOTICES1
44376 Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices 

3The Exchange is also proposing to delete 

obsolete references within the Market LLC 

Agreement. Specifically, the Exchange proposes to 

remove all references to the Boston Options 

Exchange Group LLC (‘‘Old BOX’’), which merged 

into what is now BOX Market LLC on May 12, 2012. 

The Exchange believes references to the Old BOX 

within the Market LLC agreement are no longer 

necessary or appropriate within the BOX Options 

Market LLC Amended and Restated Agreement. 

4 15 U.S.C. 78f(b). 

5 15 U.S.C. 78f(b)(5). 

6 15 U.S.C. 78s(b)(3)(A). 

7 17 CFR 240.19b–4(f)(3). 

each on the Exchange’s website 

pursuant to Rule 19b–4(m)(2). 

Market Name Change 

In connection with the name change 

of the Market, the Exchange is 

proposing to amend the Market’s 

operative documents. Specifically, the 

Exchange proposes to amend the 

Market’s Certificate of Amendment [sic], 

and the BOX Market LLC Agreement.3

Within these documents the Exchange 

proposes to delete all references to BOX 

Market LLC (‘‘BOX Market’’ or ‘‘BOX’’) 

and replace it with BOX Options Market 

LLC (‘‘BOX Options Market’’ or ‘‘BOX 

Options’’). 

Additionally, in connection with the 

name change of the Market, the 

Exchange is proposing to make nonsubstantive conforming changes to the 

BOX Holdings LLC Agreement and the 

BOX Exchange LLC Agreement. 

Specifically, the Exchange proposes to 

delete all references to BOX Market LLC 

and replace it with ‘‘BOX Options 

Market LLC’’ in these documents. 

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 proposed deletion of obsolete 

references 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 an obsolete 

reference to Old BOX, 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 Market 

LLC Agreement, ensuring that market 

participants could more easily 

understand the Market 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

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BOX–2018–26 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–2018–26. 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 (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, on official business 

days between the hours of 10 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–2018–26 and should 

be submitted on or before September 20, 

2018. 


amozie on DSK3GDR082PROD with NOTICES1
Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices 44377 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No.83667 

(July 18, 2018), 83 FR 35044 (July 24, 2018) (SR– 

DTC–2018–006) (‘‘Notice’’). 

4Available at http://www.dtcc.com/legal/rulesand-procedures.aspx. Each capitalized term not 

otherwise defined herein has its respective meaning 

as set forth in the DTC Rules. 

5Collateral management generally involves 

calculating collateral requirements and facilitating 

the transfer of collateral between counterparties. 

See Securities Exchange Act Release No. 64796 

(July 1, 2011), 76 FR 39963, 39964 (July 7, 2011) 

(S7–28–11). 

6 DEGCL is a joint venture of The Depository 

Trust & Clearing Corporation, the corporate parent 

of DTC, and Euroclear S.A./N.V. and was formed for 

the purpose of offering global information, record 

keeping, and processing services for derivatives 

collateral transactions and other types of financing 

transactions. DEGCL offers service options for the 

selection of collateral to satisfy the collateral 

obligations of its users (‘‘DEGCL CMS’’). See 

Securities Exchange Act Release No. 80280 (March 

20, 2017), 82 FR 15081 (March 24, 2017) (SR–DTC– 

2017–001) (‘‘CMS Order’’) (providing additional 

information on DEGCL and DEGCL CMS). One 

option relates exclusively to Securities held at DTC, 

and is dependent on Rule 35. Id. 

7CMS Order, 82 FR at 21838. 

8Notice, 83 FR at 35044–45. 

9Notice, 83 FR at 35045. 

10 Id. 

11Sections 1(a)–(h) of Rule 3 provide the 

qualifications for a partnership, corporation or other 

organization or entity to be eligible to become a 

Participant. See DTC Rules, Rule 3, Sections 1(a)– 

(h), supra note 4. 

12 DTC states that in order to protect DTC, its 

Participants and Pledgees, a CMSP that wishes to 

act under the proposed changes to Rule 35 would 

need to be subject to regulatory oversight 

comparable to a Participant, as provided in 

proposed Section 2(b)(i) of Rule 35, or, if the entity 

is organized in a country other than the United 

States (a ‘‘non-U.S. entity’’), it would need to be 

regulated by a financial regulatory authority in the 

country in which it is organized, as provided in 

proposed Section 2(b)(ii) of Rule 35. Notice, 83 FR 

at 35045. Further, the proposed rule change would 

require that, in order to be eligible to become a 

CMSP, the non-U.S. entity must notify the 

Commission in writing of its intention to operate 

under Rule 35, as modified by the proposed 

changes. Id. While DTC reserves the right to request 

documentation and/or information relating to a 

CMSP’s compliance with the requirements of 

proposed Section 2 of Rule 35, it would be the sole 

responsibility of the Participant or Pledgee to 

evaluate and choose an appropriate CMSP that, at 

a minimum, satisfies the requirements. Id. Under 

proposed Section 2 of Rule 35, the designating 

Participant or Pledgee would remain liable as 

principal for the actions of its designated CMSP(s) 

on its behalf, and would indemnify DTC for any 

loss, liability, or expense as a result of any claim 

arising from (i) any act or omission of the CMSP, 

(ii) the provision of CMSP Reports to the CMSP by 

DTC, or (iii) DTC’s compliance with instructions of 

the CMSP. Id. 

13 Id. 

14 Id. 

15 Id. 

16 Id. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–18826 Filed 8–29–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83940; File No. SR–DTC– 

2018–006] 

Self-Regulatory Organizations; The 

Depository Trust Company; Order 

Granting Approval of Proposed Rule 

Change To Amend Rule 35 To Provide 

for Designated Accounts for Use With 

Designated Collateral Management 

Service Providers 

August 24, 2018. 

On July 9, 2018, The Depository Trust 

Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) proposed rule change 

SR–DTC–2018–006 pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder.2 The proposed rule change 

was published for comment in the 

Federal Register on July 24, 2018.3 The 

Commission did not receive any 

comment letters on the proposed rule 

change. For the reasons discussed 

below, the Commission approves the 

proposed rule change. 

I. Description of the Proposed Rule 

Change 

The proposed rule change would 

amend the Rules, By-Laws and 

Organization Certificate of The 

Depository Trust Company (‘‘DTC 

Rules’’) 4 to revise DTC’s current Rule 

35—CMS Reporting (‘‘Rule 35’’). 

A. Background 

Currently, Rule 35 provides that a 

Participant of DTC (‘‘Participant’’) may 

establish a collateral management 

service (‘‘CMS’’) 5 sub-account (‘‘CMS 

Sub-Account’’), which authorizes DTCC 

Euroclear Global Collateral Ltd. 

(‘‘DEGCL’’) 6 to receive from DTC (i) a 

CMS report that provides information 

regarding securities credited to the CMS 

Sub-Account of such Participant at the 

time of the report (‘‘CMS Report’’), and 

(ii) CMS delivery information that 

provides real-time information 

regarding any delivery or pledge from, 

or delivery or release to, the CMS SubAccount (‘‘CMS Delivery 

Information’’).7

B. The Proposed Rule Change 

DTC proposes five changes to Rule 35: 

(1) Adding the term ‘‘CMSP’’ (i.e., a 

CMS provider) and its associated 

function; (2) adding the term ‘‘CMSP 

Accounts’’ and its associated function; 

(3) adding the term ‘‘CMSP Reports’’ 

and its associated function; (4) 

authorizing a CMSP to submit CMSP 

instructions (‘‘CMSP Instructions’’) on 

behalf of a Participant or a Pledgee of 

DTC (‘‘Pledgee’’); and (5) making 

ministerial changes to conform with the 

proposed changes, as well as making 

stylistic edits.8 Each of these proposed 

changes is described below. 

1. CMSP 

The proposal would add to Rule 35 

the term and function of a CMSP, which 

a Participant or Pledgee could then 

designate to act on its behalf under the 

rule, pursuant to the proposed changes.9

The term CMSP would replace the 

existing, singular designation of DEGCL 

to act under Rule 35 as a collateral 

management provider.10 A partnership, 

corporation, or other organization or 

entity could become a CMSP, under the 

proposed changes to Rule 35, if it 

satisfies three proposed criteria: (1) One 

or more Participants or Pledgees 

designate the entity as a CMSP for 

purposes of Rule 35; (2) the entity (i) 

satisfies at least one of the qualifications 

set forth in Section 1(a)–(h) of Rule 3 11

or (ii) is organized in a country other 

than the United States, is regulated by 

a financial regulatory authority in the 

country in which it is organized, and 

demonstrates that it has notified the 

Commission in writing of its intention 

to operate under Rule 35; 12 and (3) the 

entity establishes a connection to DTC, 

in accordance with the reasonable 

requirements of DTC, in order to be able 

to receive position and transaction 

information and to submit instructions 

to DTC in accordance with the DTC 

Rules and Procedures.13

As proposed, DTC may decline to 

accept an entity as a CMSP if it would 

present material risk to DTC, its 

Participants and Pledgees, or impose 

material costs to DTC.14 DTC states that 

some examples of circumstances in 

which DTC might reject an applicant as 

a CMSP include when DTC reasonably 

believes that acceptance of the applicant 

as a CMSP would (i) subject DTC to 

additional legal or regulatory regimes, to 

which it is not otherwise subject; (ii) 

expose DTC to additional technology 

risk; or (iii) cause DTC to be in violation 

of applicable law or regulation.15

2. CMSP Account 

The proposed rule change would add 

the term and function of a ‘‘CMSP 

Account’’ to Rule 35.16 Currently, Rule 

35 requires a Participant looking to 

utilize the services offered through Rule 

35 to designate an account for such 


amozie on DSK3GDR082PROD with NOTICES1