75850 Federal Register / Vol. 79, No. 244 / Friday, December 19, 2014 / Notices 

7Applicants are not requesting and the staff is not 

providing any relief for transaction fees received in 

connection with any Co-Investment Transaction. 

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). 

immediately preceding the Follow-On 

Investment; and (ii) the Board has 

approved as being in the best interests 

of the Company the ability to participate 

in Follow-On Investments on a pro rata 

basis (as described in greater detail in 

the application). In all other cases, the 

Company Adviser will provide its 

written recommendation as to the 

Company’s participation to the Eligible 

Directors, and the Company will 

participate in such Follow-On 

Investment solely to the extent that a 

Required Majority determines that it is 

in the Company’s best interests. 

(c) If, with respect to any Follow-On 

Investment: 

(i) The amount of the opportunity is 

not based on the Company’s and the 

Funds’ outstanding investments 

immediately preceding the Follow-On 

Investment; and 

(ii) The aggregate amount 

recommended by the Company Adviser 

to be invested by the Company in the 

Follow-On Investment, together with 

the amount proposed to be invested by 

the Funds in the same transaction, 

exceeds the amount of the opportunity, 

then the amount invested by each such 

party will be allocated among them pro 

rata based on each party’s Available 

Capital in the asset class being 

allocated, up to the amount proposed to 

be invested by each. 

(d) The acquisition of Follow-On 

Investments as permitted by this 

condition will be considered a CoInvestment Transaction for all purposes 

and subject to the other conditions set 

forth in the application. 

9. The Independent Directors will be 

provided quarterly for review all 

information concerning Potential CoInvestment Transactions and CoInvestment Transactions, including 

investments made by the Funds that the 

Company considered but declined to 

participate in, so that the Independent 

Directors may determine whether all 

investments made during the preceding 

quarter, including those investments 

that the Company considered but 

declined to participate in, comply with 

the conditions of the Order. In addition, 

the Independent Directors will consider 

at least annually the continued 

appropriateness for the Company of 

participating in new and existing CoInvestment Transactions. 

10. The Company will maintain the 

records required by section 57(f)(3) of 

the Act as if each of the investments 

permitted under these conditions were 

approved by the Required Majority 

under section 57(f). 

11. No Independent Director will also 

be a director, general partner, managing 

member or principal, or otherwise an 

‘‘affiliated person’’ (as defined in the 

Act), of any Fund. 

12. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the 1933 Act) 

will, to the extent not payable by an 

Adviser under any agreement with the 

Company or the Funds, be shared by the 

Company and the Funds in proportion 

to the relative amounts of the securities 

held or being acquired or disposed of, 

as the case may be. 

13. Any transaction fee 7 (including 

break-up or commitment fees but 

excluding broker’s fees contemplated by 

section 57(k) of the Act) received in 

connection with a Co-Investment 

Transaction will be distributed to the 

Company and the participating Funds 

on a pro rata basis, based on the 

amounts they invested or committed, as 

the case may be, in such Co-Investment 

Transaction. If any transaction fee is to 

be held by an Adviser pending 

consummation of the Co-Investment 

Transaction, the fee will be deposited 

into an account maintained by such 

Adviser at a bank or banks having the 

qualifications prescribed in section 

26(a)(1) of the Act, and the account will 

earn a competitive rate of interest that 

will also be divided pro rata among the 

Company and the participating Funds 

based on the amounts they invest in 

such Co-Investment Transaction. None 

of the Funds, the Advisers or any 

affiliated person of the Company or of 

the Funds will receive additional 

compensation or remuneration of any 

kind as a result of or in connection with 

a Co-Investment Transaction (other than 

(i) in the case of the Company and the 

Funds, the pro rata transaction fees 

described above and fees or other 

compensation described in condition 

2(c)(iii)(C) and (ii) in the case of the 

Advisers, investment advisory fees paid 

in accordance with the Advisory 

Agreements with the Company and the 

Funds). 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29697 Filed 12–18–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73837; File No. SR–CBOE– 

2014–091] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change to Extend the Credit 

Option Margin Pilot Program Through 

January 15, 2016 

December 15, 2014. 

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 December 

2, 2014, Chicago Board Options 

Exchange, Incorporated (the ‘‘Exchange’’ 

or ‘‘CBOE’’) filed with the Securities 

and Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III 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 

CBOE proposes to amend Rule 12.3 by 

extending the Credit Option Margin 

Pilot Program through January 15, 2016. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

(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 

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Federal Register / Vol. 79, No. 244 / Friday, December 19, 2014 / Notices 75851 

5See Securities Exchange Act Release No. 63819 

(February 2, 2011), 76 FR 6838 (February 8, 2011) 

order approving (SR–CBOE–2010–106). To 

implement the Program, the Exchange amended 

Rule 12.3(l), Margin Requirements, to make CBOE’s 

margin requirements for Credit Options consistent 

with Financial Industry Regulatory Authority 

(‘‘FINRA’’) Rule 4240, Margin Requirements for 

Credit Default Swaps. CBOE’s Credit Options (i.e., 

Credit Default Options and Credit Default Basket 

Options) are analogous to credit default swaps. 

6See Securities Exchange Act Release No. 59955 

(May 22, 2009), 74 FR 25586 (May 28, 2009) (Notice 

of Filing and Order Granting Accelerated Approval 

of Proposed Rule Change; SR–FINRA–2009–012). 

7See Securities and Exchange Act Release Nos. 

66163 (January 17, 2012), 77 FR 3318 (January 23, 

2012) (SR–CBOE–2012–007) and 71124 (December 

18, 2013), 78 FR 77754 (December 24, 2013) (SR– 

CBOE–2013–123). 

8See Securities and Exchange Act Release No. 

68539 (December 27, 2012), 78 FR 138 (January 2, 

2013) (SR–CBOE–2013–125). 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

11 Id. 

12 15 U.S.C. 78s(b)(3)(A). 

13 17 CFR 240.19b–4(f)(6). 

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 

On February 2, 2011, the Commission 

approved the Exchange’s proposal to 

establish a Credit Option Margin Pilot 

Program (‘‘Program’’).5 The proposal 

became effective on a pilot basis to run 

on a parallel track with Financial 

Industry Regulatory Authority 

(‘‘FINRA’’) Rule 4240 that similarly 

operates on an interim pilot basis.6

On January 17, 2012, the Exchange 

filed a rule change to, among other 

things, decouple the Program with the 

FINRA program and to extend the 

expiration date of the Program to 

January 17, 2013.7 The Program, 

however, continues to be substantially 

similar to the provisions of the FINRA 

program. Subsequently, the Exchange 

filed rule changes to extend the program 

until January 17, 2014 and January 16, 

2015, respectively.8 The Exchange 

believes that extending the expiration 

date of the Program further will allow 

for further analysis of the Program and 

a determination of how the Program 

should be structured in the future. Thus, 

the Exchange is now currently 

proposing to extend the duration of the 

Program for an additional year until 

January 15, 2016. 

The Exchange notes that there are 

currently Credit Options listed for 

trading on the Exchange that have open 

interest. As a result, the Exchange 

believes that is in the public interest for 

the Program to continue uninterrupted. 

In the future, if the Exchange proposes 

an additional extension of the Credit 

Option Margin Pilot Program or 

proposes to make the Program 

permanent, then the Exchange will 

submit a filing proposing such 

amendments to the Program. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.9 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 10 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitation transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 11 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In particular, the Exchange believes 

that the proposed rule change will 

further the purposes of the Act because, 

consistent with the goals of the 

Commission at the initial adoption of 

the Program, the margin requirements 

set forth by the proposed rule change 

will help to stabilize the financial 

markets. In addition, the proposed rule 

change is substantially similar to 

existing FINRA Rule 4240. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CBOE 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. Specifically, 

the Exchange believes that, by extending 

the expiration of the Program, the 

proposed rule change will allow for 

further analysis of the Program and a 

determination of how the Program shall 

be structured in the future. In doing so, 

the proposed rule change will also serve 

to promote regulatory clarity and 

consistency, thereby reducing burdens 

on the marketplace and facilitating 

investor protection. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: 

A. Significantly affect the protection 

of investors or the public interest; 

B. impose any significant burden on 

competition; and 

C. 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 12 and Rule 19b–4(f)(6) 13

thereunder. 

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 will 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– 

CBOE–2014–091 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–CBOE–2014–091. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

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75852 Federal Register / Vol. 79, No. 244 / Friday, December 19, 2014 / Notices 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Commission notes that the Exchange 

initially filed the proposed rule change on 

November 24, 2014 under File Number SR–BX– 

2014–058. On December 3, 2014, the Exchange 

withdrew SR–BX–2014–058 due to errors in the 

Form 19b–4 and Exhibit 1, and refiled the proposed 

rule change under SR–BX–2014–059. 

4Securities Exchange Act Release No. 73410 

(October 23, 2014), 79 FR 64447 (October 29, 2014) 

(SR–BX–2014–048) (proposing RPI program and 

exemption from SEC Rule 612 under Regulation 

NMS, 17 CFR 242.612, in connection therewith). 

5A Retail Order is defined in BX Rule 4780(a)(2), 

in part, as ‘‘an agency or riskless principal order 

that satisfies the criteria of FINRA Rule 5320.03, 

that originates from a natural person and is 

submitted to the Exchange by a Retail Member 

Organization, provided that no change is made to 

the terms of the order with respect to price (except 

in the case that a market order is changed to a 

marketable limit order) or side of market and the 

order does not originate from a trading algorithm or 

any other computerized methodology.’’ 

6A Retail Price Improvement Order is defined in 

BX Rule 4780(a)(3), in part, as consisting of ‘‘nondisplayed liquidity on the Exchange that is priced 

better than the Protected NBBO by at least $0.001 

and that is identified as such.’’ 

7 15 U.S.C. 78f. 

8 15 U.S.C. 78f(b)(4) and (5). 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (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 Web site 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–CBOE– 

2014–091 and should be submitted on 

or before January 9, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29699 Filed 12–18–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73836; File No. SR–BX– 

2014–059] 

Self-Regulatory Organizations; 

NASDAQ OMX BX; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Changes to Amend Rule 7018 to 

establish Fees and Rebates in 

Connection with BX’s Retail Price 

Improvement (‘‘RPI’’) Program 

December 15, 2014. 

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 December 

3, 2014, NASDAQ OMX BX, Inc. (‘‘BX’’ 

or ‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons.3

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is proposing changes to 

amend BX Rule 7018 to establish fees 

and rebates in connection with BX’s 

Retail Price Improvement (‘‘RPI’’) 

Program. The Exchange proposes to 

implement the proposed rule change on 

December 1, 2014, contemporaneously 

with the launch of the RPI Program. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://

nasdaqomxbx.cchwallstreet.com, at the 

principal office of the Exchange, 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. 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 purpose of this proposal is to 

amend BX Rule 7018 to establish fees 

and rebates for execution of orders 

under BX’s recently filed RPI Program.4

Under the RPI Program, a member (or a 

division thereof) approved by the 

Exchange to participate in the program 

(a ‘‘Retail Member Organization’’ or 

‘‘RMO’’) may submit designated ‘‘Retail 

Orders’’ 5 for the purpose of seeking 

price improvement. All BX members 

may enter retail price improvement 

orders (‘‘RPI Orders’’),6 a form of nondisplayed orders that are priced more 

aggressively than the Protected National 

Best Bid or Offer (‘‘NBBO’’) by at least 

$0.001 per share, for the purpose of 

offering such price improvement. RMOs 

may use two types of Retail Orders. A 

Type 1 Retail Order is eligible to 

execute only against RPI Orders and 

other orders (such as midpoint pegged 

orders) that will provide price 

improvement. Type 2 Retail Orders 

interact first with available RPI Orders 

and other price improving orders, and 

then are eligible to access non-price 

improving liquidity on the BX book and 

to route to other trading venues if so 

designated. 

BX proposes to offer a rebate of 

$0.0025 per share executed to RMOs 

with respect to Retail Orders that 

execute against RPI Orders. RMO orders 

that execute against other orders 

providing price improvement with 

respect to the NBBO will receive a 

rebate otherwise applicable to 

executions of orders that access 

liquidity. For Type 2 Retail Orders that 

execute against non-price improving 

orders on the BX book, BX will offer a 

rebate otherwise applicable to execution 

of orders that access liquidity. Similarly, 

when Type 2 Retail Orders are routed 

and execute at another trading venue, 

BX will charge the fee otherwise 

applicable to execution of routed orders. 

For RPI orders that provide liquidity, 

BX will charge a fee of $0.0025 per 

share executed. Other orders that 

provide liquidity to Retail Orders will 

receive the credit or pay the fee 

otherwise applicable to orders that 

provide liquidity. 

2. Statutory Basis 

BX believes that the proposed rule 

change is consistent with the provisions 

of Section 6 of the Act,7 in general, and 

with Sections 6(b)(4) and 6(b)(5) of the 

Act,8 in particular, in that it provides for 

the equitable allocation of reasonable 

dues, fees and other charges among 

members and issuers and other persons 

mstockstill on DSK4VPTVN1PROD with NOTICES