44320 Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices 

35 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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: 

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– 

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 (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, 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. 

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 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 

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 


amozie on DSK3GDR082PROD with NOTICES1
Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices 44321 

3See 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). 

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

5 15 U.S.C. 78f(b)(1). 

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

7 17 CFR 240.19b–4(f)(3). 

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

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. 

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–2018–25 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 (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 


amozie on DSK3GDR082PROD with NOTICES1
44322 Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices 

8 17 CFR 200.30–3(a)(12). 

1 ‘‘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 

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. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

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. 

APPLICANTS: 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 

(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 http://

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 CoVerDate Sep<11>2014 17:25 Aug 29, 2018 Jkt 244001 PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 E:\FR\FM\30AUN1.SGM 30AUN1

amozie on DSK3GDR082PROD with NOTICES1