Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 17119 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(4)(i). 

shareholders. Applicants submit that 

the proposed arrangements would 

permit the Fund to facilitate the 

distribution of Shares and provide 

investors with a broader choice of 

shareholder options. Applicants believe 

that the proposed closed-end 

investment company multiple class 

structure does not raise the concerns 

underlying section 18 of the Act to any 

greater degree than open-end 

investment companies’ multiple class 

structures. Applicants state that the 

Fund will comply with the provisions of 

rule 18f–3 as if it were an open-end 

investment company. 

CDSCs 

1. Applicants believe that the 

requested relief meets the standards of 

section 6(c) of the Act. Rule 6c–10 

under the Act permits open-end 

investment companies to impose 

CDSCs, subject to certain conditions. 

Applicants state that although the Fund 

does not currently intend to impose 

CDSCs, the Fund will only impose a 

CDSC in compliance with rule 6c–10 as 

if that rule applied to closed-end 

management investment companies. 

The Fund would also make required 

disclosures in accordance with the 

requirements of Form N–1A concerning 

CDSCs as if the Fund were an open-end 

investment company. Applicants further 

state that, in the event it imposes 

CDSCs, the Fund will apply the CDSCs 

(and any waivers or scheduled 

variations of the CDSCs) uniformly to all 

shareholders of a given class and 

consistently with the requirements of 

rule 22d–1 under the Act. 

Asset-based Service and Distribution 

Fees 

1. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit an 

affiliated person of a registered 

investment company or an affiliated 

person of such person, acting as 

principal, from participating in or 

effecting any transaction in connection 

with any joint enterprise or joint 

arrangement in which the investment 

company participates unless the 

Commission issues an order permitting 

the transaction. In reviewing 

applications submitted under section 

17(d) and rule 17d–1, the Commission 

considers whether the participation of 

the investment company in a joint 

enterprise or joint arrangement is 

consistent with the provisions, policies 

and purposes of the Act, and the extent 

to which the participation is on a basis 

different from or less advantageous than 

that of other participants. 

2. Rule 17d–3 under the Act provides 

an exemption from section 17(d) and 

rule 17d–1 to permit open-end 

investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the Act. Applicants 

request an order under section 17(d) of 

the Act and rule 17d–1 under the Act to 

permit the Fund to impose asset-based 

service and/or distribution fees. 

Applicants have agreed to comply with 

rules 12b–1 and 17d–3 as if those rules 

applied to closed-end investment 

companies. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Applicants will comply with the 

provisions of rules 6c–10, 12b–1, 17d– 

3, 18f–3, and 22d–1 under the Act, as 

amended from time to time or replaced, 

as if those rules applied to closed-end 

management investment companies, 

and will comply with NASD Conduct 

Rule 2830, as amended from time to 

time, as if that rule applied to all closedend management investment 

companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07302 Filed 3–30–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Thursday, April 2, 2015 at 2:00 p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or her designee, has 

certified that, in her opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matter at the Closed Meeting. 

Commissioner Piwowar, as duty 

officer, voted to consider the items 

listed for the Closed Meeting in closed 

session, and determined that no earlier 

notice thereof was possible. 

The subject matter of the Closed 

Meeting will be: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings; 

Resolution of litigation claims; and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact the Office of the Secretary at 

(202) 551–5400. 

Dated: March 26, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07422 Filed 3–27–15; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74577; File No. SR–ICEEU– 

2015–006] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change Relating to 

FATCA Requirements 

March 25, 2015. 

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 March 13, 

2015, ICE Clear Europe Limited (‘‘ICE 

Clear Europe’’ or ‘‘Clearing House’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change described in Items 

I, II and III below, which Items have 

been prepared by ICE Clear Europe. ICE 

Clear Europe filed the proposed rule 

change pursuant to Section 19(b)(3)(A) 

of the Act,3 and Rule 19b–4(f)(4)(i) 4

thereunder, so that the proposed rule 

change was effective upon filing with 

the Commission. 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 

The principal purpose of the 

proposed rule change is to amend the 

ICE Clear Europe Finance Procedures in 

order to address certain reporting and 

information requirements relating to 

Sections 1471 through 1474 of the U.S. 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
17120 Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 

5 26 U.S.C. 1471–1474. 

6Regulations Relating to Information Reporting 

by Foreign Financial Institutions and Withholding 

on Certain Payments to Foreign Financial 

Institutions and Other Foreign Entities, 78 FR 5874 

(Apr. 15, 2013). 

7Non-U.S. financial institutions are referred to as 

‘‘foreign financial institutions’’ or ‘‘FFIs’’ in the 

FATCA Regulations. 

8For a more complete discussion of the 

background of FATCA, as well as certain rules and 

procedures previously adopted by ICE Clear Europe 

relating to FATCA compliance, see Exchange Act 

Release No. 34–70283 (August 29, 2013), 78 FR 

54713 (Sept. 5, 2013) (File No. SR–ICEEU–2013– 

08). 

9See International Tax Compliance (United States 

of America) Regulations 2014 (SI 2014/1506); 

Implementation of The International Tax 

Compliance (United States of America) Regulations 

2014, HM Revenue & Customs Guidance Notes 

(Aug. 28, 2014). 

10 15 U.S.C. 78q–1. 

11 15 U.S.C. 78q–1(b)(3)(F). 

Internal Revenue Code 5 and U.S. 

Treasury regulations and other guidance 

thereunder (commonly known as the 

Foreign Account Tax Compliance Act, 

or ‘‘FATCA’’) and related provisions 

under U.K. law and similar legislation, 

regulations or guidance enacted in any 

jurisdiction which seeks to implement 

similar tax reporting and/or withholding 

tax regimes. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, ICE 

Clear Europe 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. ICE 

Clear Europe has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant aspects of these 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

(i) Purpose 

The purpose of the proposed rule 

change is for ICE Clear Europe to adopt 

amendments to its Finance Procedures 

in order to clarify certain informational 

and tax form requirements applicable to 

its Clearing Members in connection 

with FATCA (and other similar laws). 

Specifically, the amendments add a new 

paragraph 6.1(j) to the Finance 

Procedures, which states that Clearing 

Members are required to provide to the 

Clearing House information, and to 

complete tax forms, as may be required 

by the Clearing House in order to 

comply with its obligations relating to 

FATCA, including obligations under 

intergovernmental arrangements 

between U.K. and U.S. authorities with 

respect to FATCA compliance and 

implementing regulations and guidance 

in the U.K. The amendments also clarify 

that ICE Clear Europe’s status under 

FATCA and such agreements and 

implementing regulations (including 

ICE Clear Europe’s registration with the 

U.S. Internal Revenue Service for a 

Global Intermediary Identification 

Number for FATCA reporting purposes) 

is not intended to have any effect on ICE 

Clear Europe’s status for the purposes of 

any other applicable law, or any of the 

rights or obligations of ICE Clear Europe 

or any Clearing Member or customer 

provided for under the Rules and 

Procedures and relevant member 

agreements. 

(ii) Statutory Basis 

FATCA was enacted on March 18, 

2010, as part of the Hiring Incentives to 

Restore Employment Act, and became 

effective, subject to transition rules, on 

January 1, 2013. The U.S. Treasury 

Department finalized and issued various 

implementing regulations (‘‘FATCA 

Regulations’’) 6 on January 17, 2013. 

FATCA’s intent is to curb tax evasion by 

U.S. citizens and residents through their 

use of offshore bank accounts. FATCA 

generally requires foreign financial 

institutions (‘‘FFIs’’) 7 to become 

‘‘participating FIs’’ by entering into 

agreements with the Internal Revenue 

Service (‘‘IRS’’), under which the FFI is 

required to report to the IRS information 

on U.S. persons and entities that have 

accounts with the FFI. Failure to enter 

into such an agreement would result in 

withholding taxes on certain payments 

to the FFI. As an alternative to FFIs 

entering into individual agreements 

with the IRS, the U.S. Treasury 

Department provided another means of 

complying with FATCA for FFIs which 

are resident in Non-U.S. jurisdictions 

that enter into intergovernmental 

agreements (‘‘IGAs’’) with the United 

States. Generally, such a jurisdiction 

(‘‘FATCA Partner’’) would pass laws to 

eliminate the conflicts of law issues that 

would otherwise make it difficult for 

FFIs in its jurisdiction to collect the 

information required under FATCA and 

transfer this information, directly or 

indirectly, to the United States. An FFI 

resident in a FATCA Partner 

jurisdiction would be required to 

transmit FATCA reporting to its local 

competent tax authority (which in turn 

would transmit the information to the 

IRS), or the FFI would be authorized or 

required to transmit FATCA reporting 

directly to the IRS.8

The U.K. has entered into an IGA with 

the United States, and U.K. tax 

authorities have adopted implementing 

regulations (and related guidance) with 

respect to FATCA compliance for U.K. 

entities.9 Under the U.K. implementing 

regulations and guidance, central 

counterparties such as ICE Clear Europe 

may be treated as FFIs for purposes of 

FATCA compliance. In connection with 

those regulations, and ICE Clear 

Europe’s potential obligations under 

them as a central counterparty, ICE 

Clear Europe has proposed the 

amendments to the Finance Procedures 

to require its Clearing Members to 

provide necessary information and 

relevant tax forms to the Clearing 

House. In addition, for added clarity 

and to avoid any potential legal 

uncertainty arising from the treatment of 

central counterparties under the U.K. 

implementing regulations for FATCA 

purposes, the amendments also provide 

that ICE Clear Europe’s FATCA status is 

not intended to otherwise affect its 

status under other laws, or to affect the 

rights and obligations of the Clearing 

House, its Clearing Members or other 

market participants. 

ICE Clear Europe believes that the 

proposed rule change is consistent with 

the requirements of Section 17A of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 10 and the regulations thereunder 

applicable to it. Section 17A(b)(3)(F) of 

the Act 11 requires, among other things, 

that the rules of a clearing agency be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions and, to the extent 

applicable, derivative agreements, 

contracts, and transactions, to assure the 

safeguarding of securities and funds 

which are in the custody or control of 

the clearing agency or for which it is 

responsible and to protect investors and 

the public interest. Specifically, the 

proposed rule change is intended to 

facilitate compliance by ICE Clear 

Europe with its potential obligations 

under FATCA and under the related 

implementing regulations and guidance 

in the U.K. and thus further the tax 

compliance goals of the FATCA regime. 

In ICE Clear Europe’s view, the 

amendments are therefore consistent 

with the protection of investors and the 

public interest, and the requirements of 

Section 17A(b)(3)(F) of the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

ICE Clear Europe does not believe the 

proposed rule change would have any 

impact, or impose any burden, on 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 17121 

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

13 17 CFR 240.19b–4(f)(4)(i). 14 17 CFR 200.30–3(a)(12). 

competition not necessary or 

appropriate in furtherance of the 

purpose of the Act. The proposed rule 

change imposes certain informational 

requirements on Clearing Members, in 

order to ensure that ICE Clear Europe is 

in compliance with FATCA and 

implementing U.K. regulations and 

guidance. The amendments would 

apply to all Clearing Members. ICE Clear 

Europe does not believe that the 

amendments would adversely affect the 

ability of Clearing Members or other 

market participants generally to engage 

in cleared transactions or to access 

clearing, adversely affect competition 

among Clearing Members, adversely 

affect the market for clearing services or 

limit market participants’ choices for 

clearing transactions. To the extent that 

compliance with the amendments will 

result in any additional cost for Clearing 

Member or other market participants, 

ICE Clear Europe believes that such cost 

results from the requirements mandated 

by FATCA and implementing 

regulations. As a result, ICE Clear 

Europe does not believe that the 

proposed amendments will impose any 

burden on competition not appropriate 

in furtherance of the purposes of the 

Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments relating to the 

proposed rule change to the rules have 

not been solicited or received. ICE Clear 

Europe will notify the Commission of 

any written comments received by ICE 

Clear Europe. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective upon filing pursuant to Section 

19(b)(3)(A) of the Act 12 and Rule 19b– 

4(f)(4)(i).13 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. 

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– 

ICEEU–2015–006 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–ICEEU–2015–006. 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 

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 

filings will also be available for 

inspection and copying at the principal 

office of ICE Clear Europe and on ICE 

Clear Europe’s Web site at https://

www.theice.com/clear-europe/

regulation. 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–ICEEU– 

2015–006 and should be submitted on 

or before April 21, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07258 Filed 3–30–15; 8:45 am] 

BILLING CODE 8011–01P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Regulation BTR, SEC File No. 270–521, 

OMB Control No. 3235–0579. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Regulation Blackout Trade Restriction 

(‘‘Regulation BTR’’) (17 CFR 245.100– 

245.104) clarifies the scope and 

application of Section 306(a) of the 

Sarbanes-Oxley Act of 2002 (‘‘Act’’) (15 

U.S.C. 7244(a)). Section 306(a)(6) [15 

U.S.C.7244(a)(6)] of the Act requires an 

issuer to provide timely notice to its 

directors and executive officers and to 

the Commission of the imposition of a 

blackout period that would trigger the 

statutory trading prohibition of Section 

306(a)(1) [15 U.S.C. 7244(a)(1)]. Section 

306(a) of the Act prohibits any director 

or executive officer of an issuer of any 

equity security, directly or indirectly, 

from purchasing, selling or otherwise 

acquiring or transferring any equity 

security of that issuer during any 

blackout period with respect to such 

equity security, if the director or 

executive officer acquired the equity 

security in connection with his or her 

service or employment. The information 

provided under Regulation BTR is 

mandatory and is available to the 

public. Approximately 1,230 issuers file 

Regulation BTR notices approximately 5 

times a year for a total of 6,150 

responses. We estimate that it takes 

approximately 2 hours to prepare the 

blackout notice for a total annual 

burden of 2,460 hours. The issuer 

prepares 75% of the 2,460 annual 

burden hours for a total reporting 

burden of (1,230 × 2 hrs × 0.75) 1,845 

hours. In addition, we estimate that an 

issuer distributes a notice to five 

directors and executive officers at an 

estimated 5 minutes per notice (1,230 

blackout period × 5 notices × 5 minutes) 

for a total reporting burden of 512 

hours. The combined annual reporting 

burden is (1,845 hours + 512 hours) 

2,357 hours. 


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