Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 17117 

1Shares of the Fund will be sold only to 

‘‘accredited investors,’’ as defined in Regulation D 

under the Securities Act. The Fund reserves the 

Continued 

(2) the supporting personnel assigned to 

work directly with the acquisition 

workforce. This coverage may 

encompass acquisition-related duties 

and positions in program management; 

systems planning, research, 

development, engineering, and testing; 

procurement, including contracting; 

industrial property management; 

logistics; quality control and assurance; 

manufacturing and production; 

business, cost estimating, financial 

management, and auditing; education, 

training, and career development; 

construction; and joint development 

and production with other Government 

agencies and foreign governments. The 

occupational series for this collection of 

duties and associated positions 

included in AcqDemo are listed in Table 

3. 

‘‘The AcqDemo includes primarily 

former General Schedule employees in 

positions with pay plan codes GS and 

GM. Employees and positions in other 

personnel systems and pay plans may 

be converted into AcqDemo as a result 

of reorganizations, restructuring, 

realignment, consolidation, Base 

Realignment and Closure decisions, 

legislative dictates, or other 

organizational changes. Students and 

recent graduates hired through the 

Pathways Programs may be included as 

determined by their organization or 

component. Excluded from coverage of 

this project are Senior Executive Service 

(SES), Senior Level (SL), Scientific and 

Technical (ST), Federal Wage System 

(FWS), and Administratively 

Determined (AD) positions. Also 

excluded from the project are (1) 

positions allocated to a Physicians and 

Dentist Pay Plan, either GP or GR; (2) 

positions covered by the Defense 

Civilian Intelligence Personnel System 

(DCIPS) (10 U.S.C. Chapter 83); (3) 

positions covered by or to be included 

in one of the Science and Technology 

Reinvention Laboratory (STRL) 

personnel demonstration projects 

(Section 342(b) of the NDAA for FY 

1995, Pub. L. 103–337 (10 U.S.C. 2358), 

as amended); and (4) positions in the 

Space and Naval Warfare Systems 

Center, San Diego, CA, Alternative 

Personnel System (Federal Register, 

Volume 45, Number 77, Friday April 18, 

1980). 

E. In the notice published on October 

16, 2002, 67 FR 63948—63949: 

On page 63948, in the first column, 

under the SUMMARY section, the second 

sentence ‘‘(See Section 4308 of the 

National Defense Authorization Act for 

Fiscal Year 1996 (Pub. L. 104–106; 10 

U.S.C.A. 1701 note)), as amended by 

section 845 of the National Defense 

Authorization Act for Fiscal Year 1998 

(Pub. L. 105–85))’’ should read ‘‘(See 

Section 872 of the Ike Skelton National 

Defense Authorization Act for Fiscal 

Year 2011 (Pub. L. 111–383, 124 Stat. 

4300, 4302))’’. 

F. In the notice published on October 

4, 2006, 71 FR 58638–58639: 

On page 58638, in the third column, 

beginning in the third line from the top, 

‘‘[See Section 4308 of the National 

Defense Authorization Act for Fiscal 

Year 1996 (Pub. L. 104–106; 10 U.S.C.A. 

section 1701 note), as amended by 

section 845 of the National Defense 

Authorization Act for Fiscal Year 1998 

(Pub. L. 105–85)]’’ should read ‘‘[See 

Section 872 of the Ike Skelton National 

Defense Authorization Act for Fiscal 

Year 2011 (Pub. L. 111–383, 124 Stat. 

4300, 4302)]’’. 

G. In the notice published on January 

8, 1999, 64 FR 1439, change the number 

of Table 2 to Table 3. 

[FR Doc. 2015–07314 Filed 3–30–15; 8:45 am] 

BILLING CODE 6325–39–C 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31512; 812–14367] 

Princeton Private Equity Fund and 

Princeton Fund Advisors, LLC; Notice 

of Application 

March 25, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 18(c) and 18(i) 

of the Act and for an order pursuant to 

section 17(d) of the Act and rule 17d– 

1 under the Act. 

Summary of Application: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies to issue multiple 

classes of shares of beneficial interest 

(‘‘Shares’’) and to impose asset-based 

service and/or distribution and 

contingent deferred sales loads 

(‘‘CDSCs’’). 

Applicants: Princeton Private Equity 

Fund (the ‘‘Fund’’) and Princeton Fund 

Advisors, LLC (the ‘‘Adviser’’) (together, 

the ‘‘Applicants’’). 

Filing Dates: The application was 

filed on October 2, 2014 and amended 

on February 6, 2015. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on April 20, 2015, and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit, or, for lawyers, a certificate 

of service. Pursuant to rule 0–5 under 

the Act, hearing requests should state 

the nature of the writer’s interest, any 

facts bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090; 

Applicants, c/o Michael Wible, Esq., 

Thompson Hine LLP, 41 S. High Street, 

Suite 1700, Columbus, OH 43065. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Senior Counsel, at 

(202) 551–6868 or Daniele Marchesani, 

at (202) 551–6821 (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 by searching for the file 

number, or an applicant using the 

Company name box, at http://

www.sec.gov/search/search.html or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Fund is a continuously offered 

non-diversified closed-end management 

investment company registered under 

the Act and organized as a Delaware 

statutory trust. 

2. The Adviser, a Delaware limited 

liability company, is registered with the 

Commission as an investment adviser 

under the Investment Advisers Act of 

1940, as amended (the ‘‘Advisers Act’’). 

Northern Lights Fund Distributors, LLC, 

a registered broker-dealer under the 

Securities Exchange Act of 1934, as 

amended (‘‘1934 Act’’), will act as a 

placement agent for the Fund Northern 

Lights Fund Distributors, LLC is not an 

affiliated person, as defined in section 

2(a)(3) of the Act, of the Adviser or of 

the Fund. 

3. The Fund will continuously offer 

Shares in private placements in reliance 

on the provisions of Regulation D under 

the Securities Act of 1933, as amended 

(‘‘Securities Act’’).1 Shares of the Fund 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
17118 Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 

right to conduct a public offering of the Shares to 

accredited investors under the Securities Act in the 

future. These Shares will be offered subject to 

minimum initial and subsequent purchase 

requirements. 

2Before relying on the relief requested in this 

application, the Fund will convert the servicing fee 

currently charged to holders of its current class of 

Shares to an asset-based service and/or distribution 

fee that complies with rule 12b–1 under the Act. 

3Shares will be subject to an early repurchase fee 

at a rate of 2% of the aggregate net asset value of 

a shareholder’s Shares repurchased by the Fund 

(the ‘‘Early Withdrawal Fee’’) with respect to any 

repurchase of Shares from a shareholder at any time 

prior to the day immediately preceding the one-year 

anniversary of the shareholder’s purchase of the 

Shares. The Early Withdrawal Fee will equally 

apply to all classes of Shares of the Fund, consistent 

with section 18 of the Act and rule 18f–3 

thereunder. To the extent the Fund determines to 

waive, impose scheduled variations of, or eliminate 

the Early Withdrawal Fee, it will do so consistently 

with the requirements of rule 22d–1 under the Act 

and the Fund’s waiver of, scheduled variation in, 

or elimination of, the Withdrawal Fee will apply 

uniformly to all classes of shares of the Fund. 

4Any Fund relying on this relief will do so in a 

manner consistent with the terms and conditions of 

the application. Applicants represent that any 

person presently intending to rely on the order 

requested in the application is listed as an 

applicant. 

5All references to NASD Conduct Rule 2830 

include any successor or replacement rule that may 

be adopted by FINRA. 

6See Shareholder Reports and Quarterly Portfolio 

Disclosure of Registered Management Investment 

Companies, Investment Company Act Release No. 

26372 (Feb. 27, 2004) (adopting release); and 

Disclosure of Breakpoint Discounts by Mutual 

Funds, Investment Company Act Release No. 26464 

(June 7, 2004) (adopting release). 

7See Confirmation Requirements and Point of 

Sale Disclosure Requirements for Transactions in 

Certain Mutual Funds and Other Securities and 

Other Confirmation Requirement Amendments, and 

Amendments to the Registration Form for Mutual 

Funds, Investment Company Act Release No. 26341 

(Jan. 29, 2004) (proposing release). 

8Fund of Funds Investments, Investment 

Company Act Rel. Nos. 26198 (Oct. 1, 2003) 

(proposing release) and 27399 (Jun. 20, 2006) 

(adopting release). See also Rules 12d1–1, et seq. of 

the Act. 

are not listed on any securities exchange 

and do not trade on an over-the-counter 

system such as NASDAQ. Applicants do 

not expect that any secondary market 

will develop for the Shares. 

4. The Fund currently issues a single 

class of Shares (‘‘Initial Class’’) at net 

asset value per share plus a servicing 

fee.2 The Fund proposes to offer 

multiple classes of Shares at net asset 

value per share that may (but would not 

necessarily) be subject to a front-end 

sales load, an annual asset-based service 

and/or distribution fee, and/or an Early 

Withdrawal Fee (defined below), in 

each case as set forth in the Fund’s 

Confidential Memorandum. 

5. In order to provide a limited degree 

of liquidity to shareholders, the Fund 

may from time to time offer to 

repurchase Shares at their then current 

net asset value pursuant to rule 13e–4 

under the 1934 Act pursuant to written 

tenders by shareholders.3 Repurchases 

will be made at such times, in such 

amounts and on such terms as may be 

determined by the Fund’s board of 

trustees (the ‘‘Board’’), in its sole 

discretion. The Adviser expects to 

ordinarily recommend that the Board 

authorize the Fund to offer to 

repurchase Shares from shareholders 

quarterly. 

6. The Applicants request that the 

order also apply to any other 

continuously-offered registered closedend management investment company 

existing now or in the future, for which 

the Adviser or any entity controlling, 

controlled by, or under common control 

(as the term ‘‘control’’ is defined in 

section 2(a)(9) of the Act) with the 

Adviser acts as investment adviser, and 

which provides periodic liquidity with 

respect to its Shares pursuant to rule 

13e–4 under the 1934 Act.4

7. Applicants represent that any assetbased service and distribution fees will 

comply with the provisions of rule 

2830(d) of the Conduct Rules of the 

National Association of Securities 

Dealers, Inc. (‘‘NASD Conduct Rule 

2830’’).5 Applicants also represent that 

the Fund will disclose in its 

Confidential Memorandum the fees, 

expenses and other characteristics of 

each class of Shares offered for sale by 

the Confidential Memorandum, as is 

required for open-end, multiple class 

funds under Form N–1A. As is required 

for open-end funds, the Fund will 

disclose its expenses in shareholder 

reports, and disclose any arrangements 

that result in breakpoints in or 

elimination of sales loads in its 

Confidential Memorandum.6 The Fund 

will also comply with any requirement 

that may be adopted by the Commission 

or FINRA regarding disclosure at the 

point of sale and in transaction 

confirmations about the costs and 

conflicts of interest arising out of the 

distribution of open-end investment 

company shares, and regarding private 

placement memorandum disclosure of 

sales loads and revenue sharing 

arrangements as if those requirements 

applied to the Fund and the 

Distributor.7 In addition, Applicants 

will comply with applicable enhanced 

fee disclosure requirements for fund of 

funds, including registered funds of 

hedge funds.8

8. The Fund will allocate all expenses 

incurred by it among the various classes 

of Shares based on the net assets of the 

Fund attributable to each class, except 

that the net asset value and expenses of 

each class will reflect distribution fees, 

service fees, and any other incremental 

expenses of that class. Expenses of the 

Fund allocated to a particular class of 

the Fund’s Shares will be borne on a pro 

rata basis by each outstanding Share of 

that class. The Fund will comply with 

the provisions of rule 18f–3 as if it were 

an open-end investment company. 

9. Although the Fund does not 

anticipate imposing CDSCs, the 

Applicants would only do so in 

compliance with the provisions of rule 

6c–10 of the Act, as if that rule applied 

to closed-end management investment 

companies. With respect to any waiver 

of, scheduled variation in, or 

elimination of the CDSC, the Fund will 

comply with rule 22d–1 under the Act 

as if the Fund were an open-end 

investment company. 

Applicants’ Legal Analysis 

Multiple Classes of Shares 

1. Section 18(c) of the Act provides, 

in relevant part, that a registered closedend investment company may not issue 

or sell any senior security if, 

immediately thereafter, the company 

has outstanding more than one class of 

senior security. Applicants state that the 

creation of multiple classes of Shares of 

the Fund may be prohibited by section 

18(c) of the Act. 

2. Section 18(i) of the Act provides 

that each share of stock issued by a 

registered management investment 

company will be a voting stock and 

have equal voting rights with every 

other outstanding voting stock. 

Applicants state that permitting 

multiple classes of Shares of the Fund 

may violate section 18(i) of the Act 

because each class would be entitled to 

exclusive voting rights with respect to 

matters solely related to that class. 

3. Section 6(c) of the Act provides 

that, the Commission may, by order 

upon application, conditionally or 

unconditionally exempt any person, 

security, or transaction, or any class or 

classes of persons, securities, or 

transactions, from any provision or 

provisions of the Act or from any rule 

or regulation under the Act, if and to the 

extent that the exemption is necessary 

or appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. Applicants request exemptive 

relief under section 6(c) from sections 

18(c) and 18(i) to permit the Funds to 

issue multiple classes of Shares. 

4. Applicants also believe that the 

proposed allocation of expenses and 

voting rights among multiple classes is 

equitable and will not discriminate 

against any group or class of 


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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