82 FR 13518 - Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change To Amend the C2 Bylaws and Certificate of Incorporation
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 47 (March 13, 2017)
Federal Register Volume 82, Issue 47 (March 13, 2017)
| Page Range | 13518-13520 | |
| FR Document | 2017-04814 |
[Federal Register Volume 82, Number 47 (Monday, March 13, 2017)] [Notices] [Pages 13518-13520] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-04814] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-80166; File No SR-C2-2017-009] Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change To Amend the C2 Bylaws and Certificate of Incorporation March 7, 2017. 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 February 22, 2017, C2 Options Exchange, Incorporated (the ``Exchange'' or ``C2'') 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 Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its Bylaws and Certificate of Incorporation. The text of the proposed rule change is available on the Exchange's Web site (http://www.c2exchange.com/Legal/), 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 Bylaws and make corresponding changes to its Certificate of Incorporation. Specifically the Exchange proposes to amend its Board size range and eliminate its Compensation Committee. First, the Exchange proposes to amend its Bylaws relating to Board size range. Currently, Section 3.1 of the Bylaws provide that the Board shall consist of not less than 12 and not more than 16 directors. The Exchange proposes to change the Board size range such that the Board shall consist of no less than 5 directors. The Exchange believes the proposed change will provide greater flexibility by permitting the Board to increase or decrease the size of the board without the need to further amend the Bylaws.\3\ The Exchange notes that any changes in the number of directors will continue to be in all cases subject to the compositional requirements of the board set forth in the Bylaws, including its provision relating to the fair representation of members.\4\ The Exchange also notes that the Bylaws of other Exchanges have similar board size provisions.\5\ The Exchange also proposes to make conforming changes to its Certificate of Incorporation. Specifically, C2 proposes to amend subparagraph (b) of Article Fifth to also provide that the Board of Directors shall consist of not less than 5 directors, and eliminate the current referenced range of 12 to 16 directors. --------------------------------------------------------------------------- \3\ The Board notes that it does not at this time anticipate changing the current Board size outside of the original range of 12- 16 directors. \4\ See Section 3.2 of the C2 Bylaws. \5\ See e.g., Fourth Amended and Restated Bylaws of BZX Exchange, Inc., Article III, Board of Directors, Section 2(a), which provides that the Board of Directors shall consist of four (4) or more Directors, the number of which would be determined by resolution of the Board. --------------------------------------------------------------------------- Next, the Exchange proposes to eliminate the Exchange-level Compensation Committee. The Exchange seeks to eliminate the Compensation Committee because it believes that the Compensation Committee's functions are duplicative of the functions of the Compensation Committee of its parent company, CBOE Holdings.\6\ Specifically, under its charter, the CBOE Holdings Compensation Committee has authority to assist the CBOE Holdings Board of Directors in carrying out its overall responsibilities relating to executive compensation and also, among other things, (i) recommending the compensation of the Company's Chief Executive Officer and certain other executive officers and (ii) approving and administering all cash and equity-based incentive compensation plans of the Company that affect employees of the Company and its subsidiaries. Similarly, under its charter, the C2 Compensation Committee has authority to assist the C2 Board and the Parent Compensation Committee in carrying out its overall responsibilities relating to executive compensation as well as (i) recommending the compensation of certain executive officers designated by the Board whose compensation has not been, and is not expected to be, determined by the compensation committee of the Parent Board or another Board committee \7\ and (ii) assist the Parent Compensation Committee in the administration of cash and equity-based incentive compensation plans of the Company that affects employees of the Company and its subsidiaries. As such, other than to the extent that the C2 Compensation Committee recommends the compensation of executive officers whose compensation is not already determined by the CBOE Holdings Compensation Committee, its activities are duplicative of the activities of the CBOE Holdings Compensation Committee. The Exchange notes that [[Page 13519]] currently, each of the executive officers whose compensation would be determined by the C2 Compensation Committee is also an executive officer of CBOE Holdings, and as such, the CBOE Holdings Compensation Committee already performs these functions for such officers. To the extent that compensation need be determined by [sic] any C2 officer who is not also a CBOE Holdings officer in the future, the C2 Board or senior management will perform such action without the use of a compensation committee, as provided for in Section 5.11 of the Bylaws. Thus, the responsibilities of the C2 Compensation Committee are fully duplicated by the responsibilities of the CBOE Holdings Compensation Committee. Accordingly, C2 is proposing to delete Section 4.3 of the C2 Bylaws which provides for the C2 Compensation Committee and to delete a reference to the C2 Compensation Committee in Section 4.1(a) of the C2 Bylaws (which lists the required C2 Board committees). C2 also proposes to eliminate the reference to the C2 Compensation Committee in Section 5.11 of the C2 Bylaws (which provides that officers are entitled to salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board unless otherwise delegated to the Compensation Committee of the Board or to members of senior management). C2 believes that its proposal to eliminate its Compensation Committee is substantially similar to prior actions taken by other securities exchanges with parent company compensation committees to eliminate their exchange-level compensation committees.\8\ --------------------------------------------------------------------------- \6\ The Exchange notes that the current composition of the C2 and CBOE Holdings Compensation Committees are the same. \7\ The Exchange notes that pursuant to its Charter, the C2 Regulatory Oversight and Compliance Committee (ROCC) of the C2 Board recommends to the Board compensation for the Chief Regulatory Officer and any Deputy Chief Regulatory Officers. The Exchange notes that the proposed change will not affect this process. The Exchange also notes that currently not all executive officers of C2 are required to have their compensation determined by the Compensation Committee. \8\ See e.g., Securities Exchange Act Release No. 60276 (July 9, 2009), 74 FR 34840 (July 17, 2009) (SR-NASDAQ-2009-042). See also Securities Exchange Act Release No. 62304 (June 16, 2010), 75 FR 36136 (June 24, 2010) (SR-NYSEArca-2010-31). --------------------------------------------------------------------------- 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.\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 facilitating 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. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78f(b). \10\ 15 U.S.C. 78f(b)(5). \11\ Id. --------------------------------------------------------------------------- In particular, the proposed rule change to amend the Board size range in the Bylaws and Certificate of Incorporation provides the Board with flexibility. Additionally, the Exchange is not proposing to amend any of the compositional requirements currently set forth in the Bylaws. The Exchange therefore believes that the proposed changes will provide greater flexibility to the Exchange in populating a Board of Directors that includes directors with relevant and diverse expertise, while continuing to ensure that the Board is of adequate size and the existing compositional requirements of the Exchange are met, including the provision relating to the fair representation of members. The Exchange believes eliminating the Exchange-level Compensation Committee allows the Exchange to eliminate a board committee whose responsibilities overlap with, and are adequately handled by, the corresponding committee of the Exchange's ultimate parent. This will allow directors of the Exchange to focus their attention on matters falling directly within the purview of the Exchange's board, including its orderly discharge of regulatory duties 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 facilitating 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. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change relates to the corporate governance of C2 and not the operations of the Exchange. This is not a competitive filing and, therefore, imposes no burden on competition. 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 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 such 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 CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-C2-2017-009 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. All submissions should refer to File Number SR-C2-2017-009. 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 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 [[Page 13520]] 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 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; 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-C2-2017-009 and should be submitted on or before April 3, 2017. --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-04814 Filed 3-10-17; 8:45 am] BILLING CODE 8011-01-P
![13518 Federal Register / Vol. 82, No. 47 / Monday, March 13, 2017 / Notices
Amend FINRA Rules to conform to the (http://www.c2exchange.com/Legal/), at Incorporation. Specifically, C2 proposes
Commission’s Proposed Amendment to the Exchange’s Office of the Secretary, to amend subparagraph (b) of Article
Commission Rule 15c6–1(a) and the and at the Commission’s Public Fifth to also provide that the Board of
Industry-led Initiative to Shorten the Reference Room. Directors shall consist of not less than
Standard Settlement Cycle for Most 5 directors, and eliminate the current
II. Self-Regulatory Organization’s
Broker-Dealer Transactions from T+3 to referenced range of 12 to 16 directors.
Statement of the Purpose of, and Next, the Exchange proposes to
T+2. The document made an erroneous Statutory Basis for, the Proposed Rule
reference to ‘‘an Equity Regulatory eliminate the Exchange-level
Change Compensation Committee. The
Alert’’ instead of to ‘‘a Regulatory
Notice.’’ In its filing with the Commission, the Exchange seeks to eliminate the
Exchange included statements Compensation Committee because it
FOR FURTHER INFORMATION CONTACT:
concerning the purpose of and basis for believes that the Compensation
Steve Kuan, Division of Trading and the proposed rule change and discussed Committee’s functions are duplicative of
Markets, Securities and Exchange any comments it received on the the functions of the Compensation
Commission, 100 F Street NE., proposed rule change. The text of these Committee of its parent company, CBOE
Washington, DC 20549, (202) 551–5624. statements may be examined at the Holdings.6 Specifically, under its
Correction places specified in Item IV below. The charter, the CBOE Holdings
Exchange has prepared summaries, set Compensation Committee has authority
In the Federal Register of February
forth in sections A, B, and C below, of to assist the CBOE Holdings Board of
15, 2017 in FR Doc. 2017–02998, on
the most significant aspects of such Directors in carrying out its overall
page 10836, in the second column in the
statements. responsibilities relating to executive
44–45 lines and on page 10837, in the
A. Self-Regulatory Organization’s compensation and also, among other
first column in the 5–6 lines, correct the
Statement of the Purpose of, and things, (i) recommending the
references to ‘‘an Equity Regulatory
Statutory Basis for, the Proposed Rule compensation of the Company’s Chief
Alert’’ instead to ‘‘a Regulatory Notice.’’
Change Executive Officer and certain other
Dated: March 6, 2017. executive officers and (ii) approving and
Eduardo A. Aleman, 1. Purpose administering all cash and equity-based
Assistant Secretary. The Exchange proposes to amend its incentive compensation plans of the
[FR Doc. 2017–04869 Filed 3–10–17; 8:45 am] Bylaws and make corresponding Company that affect employees of the
BILLING CODE 8011–01–P changes to its Certificate of Company and its subsidiaries. Similarly,
Incorporation. Specifically the Exchange under its charter, the C2 Compensation
proposes to amend its Board size range Committee has authority to assist the C2
SECURITIES AND EXCHANGE and eliminate its Compensation Board and the Parent Compensation
COMMISSION Committee. Committee in carrying out its overall
First, the Exchange proposes to responsibilities relating to executive
[Release No. 34–80166; File No SR–C2–
amend its Bylaws relating to Board size compensation as well as (i)
2017–009]
range. Currently, Section 3.1 of the recommending the compensation of
Self-Regulatory Organizations; C2 Bylaws provide that the Board shall certain executive officers designated by
Options Exchange, Incorporated; consist of not less than 12 and not more the Board whose compensation has not
Notice of Filing of a Proposed Rule than 16 directors. The Exchange been, and is not expected to be,
Change To Amend the C2 Bylaws and proposes to change the Board size range determined by the compensation
Certificate of Incorporation such that the Board shall consist of no committee of the Parent Board or
less than 5 directors. The Exchange another Board committee 7 and (ii) assist
March 7, 2017. believes the proposed change will the Parent Compensation Committee in
Pursuant to Section 19(b)(1) of the provide greater flexibility by permitting the administration of cash and equity-
Securities Exchange Act of 1934 (the the Board to increase or decrease the based incentive compensation plans of
‘‘Act’’),1 and Rule 19b–4 thereunder,2 size of the board without the need to the Company that affects employees of
notice is hereby given that on February further amend the Bylaws.3 The the Company and its subsidiaries. As
22, 2017, C2 Options Exchange, Exchange notes that any changes in the such, other than to the extent that the
Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) number of directors will continue to be C2 Compensation Committee
filed with the Securities and Exchange in all cases subject to the compositional recommends the compensation of
Commission (the ‘‘Commission’’) the requirements of the board set forth in executive officers whose compensation
proposed rule change as described in the Bylaws, including its provision is not already determined by the CBOE
Items I and II below, which Items have relating to the fair representation of Holdings Compensation Committee, its
been prepared by the Exchange. The members.4 The Exchange also notes that activities are duplicative of the activities
Commission is publishing this notice to the Bylaws of other Exchanges have of the CBOE Holdings Compensation
solicit comments on the proposed rule similar board size provisions.5 The Committee. The Exchange notes that
change from interested persons. Exchange also proposes to make
6 The Exchange notes that the current
I. Self-Regulatory Organization’s conforming changes to its Certificate of composition of the C2 and CBOE Holdings
Statement of the Terms of Substance of Compensation Committees are the same.
3 The Board notes that it does not at this time
the Proposed Rule Change 7 The Exchange notes that pursuant to its Charter,
mstockstill on DSK3G9T082PROD with NOTICES
anticipate changing the current Board size outside the C2 Regulatory Oversight and Compliance
The Exchange proposes to amend its of the original range of 12–16 directors. Committee (ROCC) of the C2 Board recommends to
Bylaws and Certificate of Incorporation. 4 See Section 3.2 of the C2 Bylaws.
the Board compensation for the Chief Regulatory
5 See e.g., Fourth Amended and Restated Bylaws Officer and any Deputy Chief Regulatory Officers.
The text of the proposed rule change is
of BZX Exchange, Inc., Article III, Board of The Exchange notes that the proposed change will
available on the Exchange’s Web site Directors, Section 2(a), which provides that the not affect this process. The Exchange also notes that
Board of Directors shall consist of four (4) or more currently not all executive officers of C2 are
1 15 U.S.C. 78s(b)(1). Directors, the number of which would be required to have their compensation determined by
2 17 CFR 240.19b–4. determined by resolution of the Board. the Compensation Committee.
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![Federal Register / Vol. 82, No. 47 / Monday, March 13, 2017 / Notices 13519
currently, each of the executive officers processing information with respect to, of the Exchange. This is not a
whose compensation would be and facilitating transactions in competitive filing and, therefore,
determined by the C2 Compensation securities, to remove impediments to imposes no burden on competition.
Committee is also an executive officer of and perfect the mechanism of a free and
C. Self-Regulatory Organization’s
CBOE Holdings, and as such, the CBOE open market and a national market
Statement on Comments on the
Holdings Compensation Committee system, and, in general, to protect
already performs these functions for investors and the public interest. Proposed Rule Change Received From
such officers. To the extent that Additionally, the Exchange believes the Members, Participants, or Others
compensation need be determined by proposed rule change is consistent with The Exchange neither solicited nor
[sic] any C2 officer who is not also a the Section 6(b)(5) 11 requirement that received comments on the proposed
CBOE Holdings officer in the future, the the rules of an exchange not be designed rule change.
C2 Board or senior management will to permit unfair discrimination between III. Date of Effectiveness of the
perform such action without the use of customers, issuers, brokers, or dealers.
Proposed Rule Change and Timing for
a compensation committee, as provided In particular, the proposed rule
Commission Action
for in Section 5.11 of the Bylaws. Thus, change to amend the Board size range in
the responsibilities of the C2 the Bylaws and Certificate of Within 45 days of the date of
Compensation Committee are fully Incorporation provides the Board with publication of this notice in the Federal
duplicated by the responsibilities of the flexibility. Additionally, the Exchange is Register or within such longer period
CBOE Holdings Compensation not proposing to amend any of the up to 90 days (i) as the Commission may
Committee. Accordingly, C2 is compositional requirements currently designate if it finds such longer period
proposing to delete Section 4.3 of the C2 set forth in the Bylaws. The Exchange to be appropriate and publishes its
Bylaws which provides for the C2 therefore believes that the proposed reasons for so finding or (ii) as to which
Compensation Committee and to delete changes will provide greater flexibility the self-regulatory organization
a reference to the C2 Compensation to the Exchange in populating a Board consents, the Commission will:
Committee in Section 4.1(a) of the C2 of Directors that includes directors with (A) By order approve or disapprove
Bylaws (which lists the required C2 relevant and diverse expertise, while such proposed rule change, or
Board committees). C2 also proposes to continuing to ensure that the Board is of (B) institute proceedings to determine
eliminate the reference to the C2 adequate size and the existing whether the proposed rule change
Compensation Committee in Section compositional requirements of the should be disapproved.
5.11 of the C2 Bylaws (which provides Exchange are met, including the IV. Solicitation of Comments
that officers are entitled to salaries, provision relating to the fair
compensation or reimbursement as shall representation of members. Interested persons are invited to
be fixed or allowed from time to time by The Exchange believes eliminating submit written data, views, and
the Board unless otherwise delegated to the Exchange-level Compensation arguments concerning the foregoing,
the Compensation Committee of the Committee allows the Exchange to including whether the proposed rule
Board or to members of senior eliminate a board committee whose change is consistent with the Act.
management). C2 believes that its responsibilities overlap with, and are Comments may be submitted by any of
proposal to eliminate its Compensation adequately handled by, the the following methods:
Committee is substantially similar to corresponding committee of the Electronic Comments
prior actions taken by other securities Exchange’s ultimate parent. This will
exchanges with parent company allow directors of the Exchange to focus • Use the Commission’s Internet
compensation committees to eliminate their attention on matters falling comment form (http://www.sec.gov/
their exchange-level compensation directly within the purview of the rules/sro.shtml); or
committees.8 Exchange’s board, including its orderly • Send an email to rule-comments@
discharge of regulatory duties to prevent sec.gov. Please include File Number SR–
2. Statutory Basis fraudulent and manipulative acts and C2–2017–009 on the subject line.
The Exchange believes the proposed practices, to promote just and equitable Paper Comments
rule change is consistent with the principles of trade, to foster cooperation
Securities Exchange Act of 1934 (the and coordination with persons engaged • Send paper comments in triplicate
‘‘Act’’) and the rules and regulations in regulating, clearing, settling, to Brent J. Fields, Secretary, Securities
thereunder applicable to the Exchange processing information with respect to, and Exchange Commission, 100 F Street
and, in particular, the requirements of and facilitating transactions in NE., Washington, DC 20549.
Section 6(b) of the Act.9 Specifically, securities, to remove impediments to All submissions should refer to File
the Exchange believes the proposed rule and perfect the mechanism of a free and Number SR–C2–2017–009. This file
change is consistent with the Section open market and a national market number should be included on the
6(b)(5) 10 requirements that the rules of system, and, in general, to protect subject line if email is used. To help the
an exchange be designed to prevent investors and the public interest. Commission process and review your
fraudulent and manipulative acts and comments more efficiently, please use
practices, to promote just and equitable B. Self-Regulatory Organization’s only one method. The Commission will
principles of trade, to foster cooperation Statement on Burden on Competition post all comments on the Commission’s
and coordination with persons engaged The Exchange does not believe the Internet Web site (http://www.sec.gov/
in regulating, clearing, settling, proposed rule change will impose any rules/sro.shtml). Copies of the
mstockstill on DSK3G9T082PROD with NOTICES
burden on competition not necessary or submission, all subsequent
8 See e.g., Securities Exchange Act Release No.
appropriate in furtherance of the amendments, all written statements
60276 (July 9, 2009), 74 FR 34840 (July 17, 2009) purposes of the Act. The proposed rule with respect to the proposed rule
(SR–NASDAQ–2009–042). See also Securities
Exchange Act Release No. 62304 (June 16, 2010), 75 change relates to the corporate change that are filed with the
FR 36136 (June 24, 2010) (SR–NYSEArca–2010–31). governance of C2 and not the operations Commission, and all written
9 15 U.S.C. 78f(b). communications relating to the
10 15 U.S.C. 78f(b)(5). 11 Id. proposed rule change between the
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![13520 Federal Register / Vol. 82, No. 47 / Monday, March 13, 2017 / Notices
Commission and any person, other than a hearing by writing to the the direction of the board of directors of
those that may be withheld from the Commission’s Secretary and serving the TJC (the ‘‘Board’’). TJC is managed by
public in accordance with the Applicant with a copy of the request, the Board, a majority of the members of
provisions of 5 U.S.C. 552, will be personally or by mail. Hearing requests which are Family Members as defined
available for Web site viewing and should be received by the Commission in paragraph (d)(6) of Rule
printing in the Commission’s Public by 5:30 p.m. on April 3, 2017, and 202(a)(11)(G)–1 (the ‘‘Family Office
Reference Room, 100 F Street NE., should be accompanied by proof of Rule’’) (with J.A. Jeffrey being the
Washington, DC 20549, on official service on the Applicant, in the form of ‘‘common ancestor’’ for this purpose).
business days between the hours of an affidavit or, for lawyers, a certificate The Applicant is wholly owned and
10:00 a.m. and 3:00 p.m. Copies of such of service. Pursuant to Rule 0–5 under controlled by the same individual who
filing also will be available for the Advisers Act, hearing requests is TJC’s chief executive officer, and who
inspection and copying at the principal should state the nature of the writer’s also is a Family Member.
office of the Exchange. All comments interest, any facts bearing upon the 3. The Applicant represents that (i)
received will be posted without change; desirability of a hearing on the matter, each of the persons served by the
the Commission does not edit personal the reason for the request, and the issues Applicant is a Family Client, i.e., the
identifying information from contested. Persons may request Applicant has no clients other than
submissions. You should submit only notification of a hearing by writing to Family Clients as required by paragraph
information that you wish to make the Commission’s Secretary. (b)(1) of the Family Office Rule, (ii) the
available publicly. All submissions ADDRESSES: Secretary, Securities and
Applicant is owned and controlled in a
should refer to File Number SR–C2– Exchange Commission, 100 F Street NE., manner that complies in all respects
2017–009 and should be submitted on Washington, DC 20549. Applicant, with paragraph (b)(2) of the Family
or before April 3, 2017. Katahdin Asset Management LLC, c/o Office Rule, and (iii) the Applicant does
Dan L. Jaffe, Vorys, Sater, Seymour and not hold itself out to the public as an
For the Commission, by the Division of investment adviser as required by
Trading and Markets, pursuant to delegated Pease LLP, 52 East Gay Street,
paragraph (b)(3) of the Family Office
authority.12 Columbus, Ohio 43215.
Rule.
Eduardo A. Aleman, FOR FURTHER INFORMATION CONTACT: 4. The Applicant represents that
Assistant Secretary. James McGinnis, Senior Counsel, at Jeffrey LLC currently relies on an
[FR Doc. 2017–04814 Filed 3–10–17; 8:45 am] (202) 551–3025 or Holly Hunter-Ceci, exception from the definition of
BILLING CODE 8011–01–P Acting Assistant Chief Counsel, at (202) investment company pursuant to
551–6825 (Division of Investment Section 3(c)(1) of the Investment
Management, Chief Counsel’s Office). Company Act of 1940, as amended (the
SECURITIES AND EXCHANGE SUPPLEMENTARY INFORMATION: The ‘‘ICA’’). Jeffrey LLC would like to offer
COMMISSION following is a summary of the to additional Family Clients the
[Release No. IA–4660; File No. 803–00230]
application. The complete application opportunity to invest in Jeffrey LLC
may be obtained via the Commission’s (subject to securities law compliance,
Katahdin Asset Management LLC; Web site either at http://www.sec.gov/ including complying with applicable
Notice of Application rules/iareleases.shtml or by searching federal and state exemptions from the
for the file number, or for an applicant registration of its securities). The
March 7, 2017. using the Company name box, at http:// Applicant states that the 100 beneficial
AGENCY: Securities and Exchange www.sec.gov/search/search.htm, or by owner limitation of Section 3(c)(1) of
Commission (the ‘‘Commission’’). calling (202) 551–8090. the ICA would cause family friction by
ACTION: Notice of application for an denying to many Family Clients the
Applicant’s Representations
exemptive order under the Investment opportunity to invest in Jeffrey LLC. The
Advisers Act of 1940 (‘‘Advisers Act’’). 1. The Applicant, a Delaware limited Applicant states that there are
liability company, is a multi- approximately 350 Family Members.
APPLICANT: Katahdin Asset Management generational single-family office that Accordingly, on March 11, 2016, Jeffrey
LLC (the ‘‘Applicant’’). provides services to the family and LLC filed an application with the
RELEVANT ADVISERS ACT SECTIONS:
descendants of Joseph A. Jeffrey (1836– Commission pursuant to Section 6(c) of
Exemption requested under Section 1928) (‘‘J.A. Jeffrey’’) through the the ICA requesting an exemption from
202(a)(11)(H) of the Advisers Act from provision of services to Jeffrey LLC, a all of the provisions of the ICA and all
Section 202(a)(11) of the Advisers Act. Delaware limited liability company, and rules and regulations thereunder. Such
to The Jeffrey Company, an Ohio exemption would permit Jeffrey LLC to
SUMMARY OF APPLICATION: The Applicant
corporation (‘‘TJC’’). The securities of allow all Family Clients the opportunity
requests that the Commission issue an each of Jeffrey LLC and TJC are 100% to invest in Jeffrey LLC without
order declaring the Applicant to be a owned directly or indirectly by the imposing on Jeffrey LLC the costs of
person not within the intent of Section descendants of J.A. Jeffrey. The registering under, and complying with,
202(a)(11) of the Advisers Act, which managing member of Jeffrey LLC is TJC. the ICA.
defines the term ‘‘investment adviser.’’ Unless otherwise defined herein, 5. The Applicant represents that, in
FILING DATES: The application was filed capitalized terms have the same the event Jeffrey LLC were to exceed the
on September 2, 2016, and amended on meaning as defined in the Family Office 100 beneficial owner limitation of
December 14, 2016 and February 9, Rule. Section 3(c)(1) of the ICA, the Applicant
mstockstill on DSK3G9T082PROD with NOTICES
2017. 2. The Applicant provides a wide would continue to meet the three
HEARING OR NOTIFICATION OF HEARING: An array of services (both advisory and general conditions of the Family Office
order granting the application will be non-advisory) to, and conducts the day- Rule set forth in item 3 above, with the
issued unless the Commission orders a to-day operations of, Jeffrey LLC and exception that Jeffrey LLC would not
hearing. Interested persons may request TJC with the Applicant’s own qualify as a Family Client, as more fully
employees (neither Jeffrey LLC nor TJC described below. The Applicant
12 17 CFR 200.30–3(a)(12). having employees of its own), subject to represents that the assets owned
VerDate Sep<11>2014 17:49 Mar 10, 2017 Jkt 241001 PO 00000 Frm 00093 Fmt 4703 Sfmt 4703 E:\FR\FM\13MRN1.SGM 13MRN1](https://thefederalregister.org/doc/82_FR_13565/page/3.svg)
Document Created: 2018-02-01 14:58:03
Document Modified: 2018-02-01 14:58:03
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 82 FR 13518 |
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