82 FR 13520 - Katahdin Asset Management LLC; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 47 (March 13, 2017)
Federal Register Volume 82, Issue 47 (March 13, 2017)
| Page Range | 13520-13522 | |
| FR Document | 2017-04811 |
[Federal Register Volume 82, Number 47 (Monday, March 13, 2017)] [Notices] [Pages 13520-13522] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-04811] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. IA-4660; File No. 803-00230] Katahdin Asset Management LLC; Notice of Application March 7, 2017. AGENCY: Securities and Exchange Commission (the ``Commission''). ACTION: Notice of application for an exemptive order under the Investment Advisers Act of 1940 (``Advisers Act''). ----------------------------------------------------------------------- Applicant: Katahdin Asset Management LLC (the ``Applicant''). Relevant Advisers Act Sections: Exemption requested under Section 202(a)(11)(H) of the Advisers Act from Section 202(a)(11) of the Advisers Act. Summary of Application: The Applicant requests that the Commission issue an order declaring the Applicant to be a person not within the intent of Section 202(a)(11) of the Advisers Act, which defines the term ``investment adviser.'' Filing Dates: The application was filed on September 2, 2016, and amended on December 14, 2016 and February 9, 2017. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving the Applicant with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on April 3, 2017, and should be accompanied by proof of service on the Applicant, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to Rule 0-5 under the Advisers 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 may request notification of a hearing by writing to the Commission's Secretary. ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549. Applicant, Katahdin Asset Management LLC, c/ o Dan L. Jaffe, Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215. FOR FURTHER INFORMATION CONTACT: James McGinnis, Senior Counsel, at (202) 551-3025 or Holly Hunter-Ceci, Acting Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site either at http://www.sec.gov/rules/iareleases.shtml or 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. Applicant's Representations 1. The Applicant, a Delaware limited liability company, is a multi- generational single-family office that provides services to the family and descendants of Joseph A. Jeffrey (1836-1928) (``J.A. Jeffrey'') through the provision of services to Jeffrey LLC, a Delaware limited liability company, and to The Jeffrey Company, an Ohio corporation (``TJC''). The securities of each of Jeffrey LLC and TJC are 100% owned directly or indirectly by the descendants of J.A. Jeffrey. The managing member of Jeffrey LLC is TJC. Unless otherwise defined herein, capitalized terms have the same meaning as defined in the Family Office Rule. 2. The Applicant provides a wide array of services (both advisory and non-advisory) to, and conducts the day-to-day operations of, Jeffrey LLC and TJC with the Applicant's own employees (neither Jeffrey LLC nor TJC having employees of its own), subject to the direction of the board of directors of TJC (the ``Board''). TJC is managed by the Board, a majority of the members of which are Family Members as defined in paragraph (d)(6) of Rule 202(a)(11)(G)-1 (the ``Family Office Rule'') (with J.A. Jeffrey being the ``common ancestor'' for this purpose). The Applicant is wholly owned and controlled by the same individual who is TJC's chief executive officer, and who also is a Family Member. 3. The Applicant represents that (i) each of the persons served by the Applicant is a Family Client, i.e., the Applicant has no clients other than Family Clients as required by paragraph (b)(1) of the Family Office Rule, (ii) the Applicant is owned and controlled in a manner that complies in all respects with paragraph (b)(2) of the Family Office Rule, and (iii) the Applicant does not hold itself out to the public as an investment adviser as required by paragraph (b)(3) of the Family Office Rule. 4. The Applicant represents that Jeffrey LLC currently relies on an exception from the definition of investment company pursuant to Section 3(c)(1) of the Investment Company Act of 1940, as amended (the ``ICA''). Jeffrey LLC would like to offer to additional Family Clients the opportunity to invest in Jeffrey LLC (subject to securities law compliance, including complying with applicable federal and state exemptions from the registration of its securities). The Applicant states that the 100 beneficial owner limitation of Section 3(c)(1) of the ICA would cause family friction by denying to many Family Clients the opportunity to invest in Jeffrey LLC. The Applicant states that there are approximately 350 Family Members. Accordingly, on March 11, 2016, Jeffrey LLC filed an application with the Commission pursuant to Section 6(c) of the ICA requesting an exemption from all of the provisions of the ICA and all rules and regulations thereunder. Such exemption would permit Jeffrey LLC to allow all Family Clients the opportunity to invest in Jeffrey LLC without imposing on Jeffrey LLC the costs of registering under, and complying with, the ICA. 5. The Applicant represents that, in the event Jeffrey LLC were to exceed the 100 beneficial owner limitation of Section 3(c)(1) of the ICA, the Applicant would continue to meet the three general conditions of the Family Office Rule set forth in item 3 above, with the exception that Jeffrey LLC would not qualify as a Family Client, as more fully described below. The Applicant represents that the assets owned [[Page 13521]] beneficially by Family Members and/or Family Entities (including assets beneficially owned by Family Members and/or Family Entities indirectly through Jeffrey LLC) will account for at least 75% of the assets for which the Applicant provides services. 6. The Applicant represents that the membership interests of Jeffrey LLC (``units'') have not been, and will not be, offered or sold to the public. The Applicant states that under Jeffrey LLC's limited liability company agreement, sales or other transfers of units for value to any purchaser, other than to Jeffrey LLC itself, are prohibited. The Applicant further states that transfers for value to existing members or other Family Clients are prohibited.\1\ The Applicant represents that a market never will develop for units. Applicant represents that the exit strategies available to a Family Client will be to surrender units for redemption by Jeffrey LLC at fair market value or to gift or contribute units to other Family Clients. Investors are permitted to redeem their units at the end of each calendar quarter. --------------------------------------------------------------------------- \1\ Applicant states that Jeffrey LLC allows a very limited exception for estate planning transfers for value, such as installment sales to a grantor trust. Any such transfers will be made only to Family Clients. Additionally, investors are permitted to pledge units as collateral for a loan, but only if the pledge documents require, in lieu of foreclosure or other enforcement action in the event of a default, that the pledged units be redeemed by Jeffrey LLC prior to any transfer of economic or voting rights. In the event that units are pledged, the party to which such units are pledged shall not receive direct economic benefit from the units nor can such party directly or indirectly vote the units. --------------------------------------------------------------------------- 7. The Applicant represents that TJC, since 1974, has relied on an exception from the definition of investment company pursuant to Section 3(c)(1) of the ICA. As of December 31, 2016, however, virtually all of TJC's assets consist of managing member units of Jeffrey LLC, which Jeffrey LLC has determined are not securities. Applicant represents that TJC no longer is required to rely on Section 3(c)(1) of the ICA and does not require an exemption from the provisions of the ICA. Applicant's Legal Analysis 1. Section 202(a)(11) of the Advisers Act defines the term ``investment adviser'' to mean ``any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities . . . .'' 2. The Applicant currently complies with the Family Office Rule, and thus the Applicant is not considered to be an ``investment adviser'' under Section 202(a)(11) of the Advisers Act. In the event that Jeffrey LLC were to exceed the 100 beneficial owner limitation of Section 3(c)(1) of the ICA and thereby no longer would be excepted from the definition of ``investment company'' under the ICA, the Applicant would not comply with the Family Office Rule exclusion from the term ``investment adviser'' because the Applicant's ``client'' (Jeffrey LLC) would not qualify as a Family Client under paragraph (d)(4)(xi) of the Family Office Rule. The Applicant does not qualify for any of the exemptions from registration as an investment adviser set forth in Section 203(b) of the Advisers Act and, because the Applicant has regulatory assets under management of more than $100 million, the Applicant is not prohibited from registering with the Commission under Section 203A(a) of the Advisers Act. Therefore, absent relief, the Applicant would be required to register as an investment adviser under Section 203(a) of the Advisers Act. 3. The Applicant submits that, in the event Jeffrey LLC were to exceed the 100 beneficial owner limitation of Section 3(c)(1) of the ICA, the Applicant's relationship with Jeffrey LLC would not change the nature of the Applicant into that of a commercial advisory firm. In support of this argument, the Applicant notes that the Applicant would continue to be held entirely by Family Clients, and the Applicant would continue not to hold itself out to the public as an investment adviser. The Applicant represents that Jeffrey LLC would continue to be managed and controlled by TJC, which in turn is managed by the Board, a majority of the members of which are Family Members. 4. The Applicant states that, in requesting the order, the Applicant is not attempting to expand its operations or engage in any level of commercial activity to which the Advisers Act is designed to apply. Further, in the event Jeffrey LLC receives from the Commission an order exempting Jeffrey LLC from all of the provisions of the ICA and all rules and regulations thereunder, given the conditions of such exemptive order, which are designed to alleviate the policy concerns implicated by expanding Jeffrey LLC beyond one hundred investors, the Applicant submits that there is no practical difference from a regulatory standpoint between (i) a pooled investment vehicle created exclusively for the benefit of and wholly owned by Family Clients that is ``excepted from the definition'' of ``investment company'' under the ICA, and (ii) such a pooled investment vehicle that is, by virtue of a Commission order, exempt from all the provisions of the ICA and all rules and regulations thereunder. 5. The Applicant also submits that there is no public interest in requiring the Applicant to be registered under the Advisers Act. The Applicant is a private organization that was formed to be the ``family office'' for descendants of J.A. Jeffrey. The Applicant's clients are Jeffrey LLC and TJC; the Applicant has no clients other than Family Clients. Applicant represents that such services would not change or be affected in the event Jeffrey LLC were to exceed the 100 beneficial owner limitation of Section 3(c)(1) of the ICA. 6. The Applicant argues that, although the Family Office Rule largely codified the exemptive orders that the Commission had previously issued before the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Commission recognized in proposing the Family Office Rule that the exact representations, conditions, or terms contained in every exemptive order could not be captured in a rule of general applicability. The Commission noted that family offices would remain free to seek a Commission exemptive order to advise an individual or entity that did not meet the proposed ``family client'' definition, and that certain situations may raise unique conflicts and issues that are more appropriately addressed through an exemptive order process where the Commission can consider the specific facts and circumstances, than through a rule of general applicability. 7. The Applicant notes that the Commission has issued orders subsequent to the adoption of the Family Office Rule, and that each of those orders treated the applicant as a Family Office even though the applicant was providing services to persons who did not fall within the definition of ``Family Client.'' The Applicant submits that those orders recognized unusual circumstances in which an entity provided services to such persons while remaining focused on a single family's needs. The Applicant maintains that its unusual circumstances-- providing services to an entity that currently qualifies as a Family Client because it is excepted from the definition of ``investment company'' under the ICA but would not be so excepted if it were to exceed 100 beneficial owners--would not change the nature of the Applicant's operations into that of a commercial advisory business, and that an [[Page 13522]] exemptive order is appropriate based on the Applicant's facts and circumstances. 8. For the foregoing reasons, the Applicant requests an order declaring it to be a person not within the intent of Section 202(a)(11) of the Advisers Act. The Applicant submits that the order is necessary and appropriate, in the public interest, consistent with the protection of investors, and consistent with the purposes fairly intended by the policy and provisions of the Advisers Act. Applicant's Conditions 1. The Applicant will offer and provide services only to: (i) Jeffrey LLC, which will generally be deemed to be, and treated as if it were, a Family Client, and (ii) other Family Clients. 2. The Applicant at all times will be wholly owned by Family Clients and exclusively controlled (directly or indirectly) by one or more Family Members and/or Family Entities as defined in paragraph (d)(5) of the Family Office Rule. 3. Jeffrey LLC at all times will be wholly owned by Family Clients. 4. At all times the assets beneficially owned by Family Members and/or Family Entities (including assets beneficially owned by Family Members and/or Family Entities indirectly through Jeffrey LLC) will account for at least 75% of the assets for which the Applicant provides services. 5. The Applicant will comply with all the terms for exclusion from the definition of ``investment adviser'' under the Advisers Act set forth in the Family Office Rule except for the limited exception requested by the application. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-04811 Filed 3-10-17; 8:45 am] BILLING CODE 8011-01-P
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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
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![13522 Federal Register / Vol. 82, No. 47 / Monday, March 13, 2017 / Notices
exemptive order is appropriate based on (‘‘Act’’),1 and Rule 19b–4 thereunder,2 and (C) below, of the most significant
the Applicant’s facts and circumstances. notice is hereby given that on February aspects of these statements.
8. For the foregoing reasons, the 22, 2017, The Options Clearing
(A) Clearing Agency’s Statement of the
Applicant requests an order declaring it Corporation (‘‘OCC’’) filed with the
Purpose of, and Statutory Basis for, the
to be a person not within the intent of Securities and Exchange Commission
Proposed Rule Change
Section 202(a)(11) of the Advisers Act. (‘‘Commission’’) the proposed rule
The Applicant submits that the order is change as described in Items I, II and III 1. Purpose
necessary and appropriate, in the public below, which Items have been prepared The purpose of this proposed rule
interest, consistent with the protection primarily by OCC. The Commission is change is to implement organizational
of investors, and consistent with the publishing this notice to solicit changes to OCC’s management structure
purposes fairly intended by the policy comments on the proposed rule change in OCC’s By-Laws and Rules.
and provisions of the Advisers Act. from interested persons. Specifically, OCC is proposing the
Applicant’s Conditions I. Clearing Agency’s Statement of the following changes: (1) Amendment of
Terms of Substance of the Proposed OCC’s By-Laws to provide that the
1. The Applicant will offer and
Rule Change Executive Chairman would also serve as
provide services only to: (i) Jeffrey LLC,
CEO; (2) amendment of OCC’s By-Laws
which will generally be deemed to be, This proposed rule change by OCC and Rules to reflect that the President
and treated as if it were, a Family Client, would amend OCC’s By-Laws, Rules, would no longer be a recognized officer
and (ii) other Family Clients. Board of Directors Charter (‘‘Board of OCC; (3) amendment of OCC’s By-
2. The Applicant at all times will be Charter’’), Compensation and Laws to provide that the Board would
wholly owned by Family Clients and Performance Committee Charter (‘‘CPC appoint the COO and a newly
exclusively controlled (directly or Charter’’), Dividend Policy, and Refund recognized CAO; (4) amendment of
indirectly) by one or more Family Policy to address organizational changes OCC’s By-Laws and Rules to provide
Members and/or Family Entities as within OCC’s management structure. that the COO and CAO would each have
defined in paragraph (d)(5) of the Specifically, OCC is proposing the authority to take certain actions or grant
Family Office Rule. following changes: (1) Amendment of exceptions where that authority was
3. Jeffrey LLC at all times will be OCC’s By-Laws to provide that the previously granted to the President; (5)
wholly owned by Family Clients. Executive Chairman would also serve as conforming changes to OCC’s Board
4. At all times the assets beneficially Chief Executive Officer (‘‘CEO’’); (2) Charter, CPC Charter, and the Dividend
owned by Family Members and/or amendment of OCC’s By-Laws and and Refund Policies reflecting the
Family Entities (including assets Rules to reflect that the President would proposed amendments described above;
beneficially owned by Family Members no longer be a recognized officer of (6) amendment of OCC’s By-Laws to
and/or Family Entities indirectly OCC; (3) amendment of OCC’s By-Laws separate the positions of Treasurer and
through Jeffrey LLC) will account for at to provide that the Board would appoint CFO; and (7) a number of administrative
least 75% of the assets for which the the Chief Operating Officer (‘‘COO’’) and clean-up edits to the By-Laws and
Applicant provides services. and a newly recognized Chief Rules. These changes are proposed as a
5. The Applicant will comply with all Administrative Officer (‘‘CAO’’); (4) result of the Board’s continual
the terms for exclusion from the amendment of OCC’s By-Laws and evaluation of OCC’s governance
definition of ‘‘investment adviser’’ Rules to provide that the COO and CAO arrangements, and OCC believes that
under the Advisers Act set forth in the would each have authority to take they represent leadership enhancements
Family Office Rule except for the certain actions or grant exceptions that promote OCC’s efficient
limited exception requested by the where that authority was previously management and operation and would
application. granted to the President; (5) conforming therefore improve OCC’s ability to serve
For the Commission, by the Division of changes to OCC’s Board Charter, CPC Clearing Members and the markets for
Investment Management, under delegated Charter, and the Dividend and Refund which it clears.
authority. Policies reflecting the proposed
Eduardo A. Aleman, amendments described above; (6) Overview of OCC’s Management
Assistant Secretary. amendment of OCC’s By-Laws to Structure
[FR Doc. 2017–04811 Filed 3–10–17; 8:45 am] separate the positions of Treasurer and Officers Appointed by the Board
Chief Financial Officer (‘‘CFO’’); and (7)
BILLING CODE 8011–01–P
a number of administrative and clean- The organizational structure of OCC’s
up edits to the By-Laws and Rules. management is primarily addressed in
Article IV of the By-Laws (Officers).
SECURITIES AND EXCHANGE II. Clearing Agency’s Statement of the Under Article IV, Section 1, the Board
COMMISSION Purpose of, and Statutory Basis for, the is required to elect an Executive
Proposed Rule Change Chairman from among OCC’s full-time
[Release No. 34–80168; File No. SR–OCC– employees and is also required to elect
2017–002] In its filing with the Commission,
a President, Secretary, and a Treasurer,
OCC included statements concerning
who are not required to be members of
Self-Regulatory Organizations; The the purpose of and basis for the
the Board at the time of their election.3
Options Clearing Corporation; Notice proposed rule change and discussed any
The Board also has discretion to elect
comments it received on the proposed
mstockstill on DSK3G9T082PROD with NOTICES
of Filing of Proposed Rule Change other officers or one or more Vice
Concerning Changes to The Options rule change. The text of these statements
Presidents, as it may determine to be
Clearing Corporation’s Management may be examined at the places specified
appropriate from time to time, to
Structure in Item IV below. OCC has prepared
promote the efficient management and
summaries, set forth in sections (A), (B),
March 7, 2017.
3 Under Article IV, Section 1 of the By-Laws, the
Pursuant to Section 19(b)(1) of the 1 15 U.S.C. 78s(b)(1). Board is also required to elect the Vice Chairman
Securities Exchange Act of 1934 2 17 CFR 240.19b–4. of the Board from among the Member Directors.
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Document Created: 2018-02-01 14:57:55
Document Modified: 2018-02-01 14:57:55
| 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 | |
| Action | Notice of application for an exemptive order under the Investment Advisers Act of 1940 (``Advisers Act''). | |
| Dates | The application was filed on September 2, 2016, and amended on December 14, 2016 and February 9, 2017. | |
| Contact | James McGinnis, Senior Counsel, at (202) 551-3025 or Holly Hunter-Ceci, Acting Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 13520 |
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