6064 Federal Register / Vol. 81, No. 23 / Thursday, February 4, 2016 / Notices 

16 17 CFR 200.30–3(a)(12). 

1 Interests in the Fund will be sold only to 

persons who are both: (a) ‘‘accredited investors,’’ as 

defined in Regulation D under the Securities Act; 

and (b) ‘‘qualified clients,’’ as defined in rule 205– 

3 under the Advisers Act. The Fund reserves the 

right to register Interests under the Securities Act 

and to conduct a public offering of Interests in the 

future. These Interests will be offered subject to 

minimum initial and subsequent purchase 

requirements. 

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 rulecomments@sec.gov. Please include File 

Number SR–ICC–2016–001 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–ICC–2016–001. 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 the 

filing also will be available for 

inspection and copying at the principal 

office of ICE Clear Credit and on ICE 

Clear Credit’s Web site at https:// 

www.theice.com/clear-credit/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–ICC–2016–001 and should 

be submitted on or before February 25, 

2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02060 Filed 2–3–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31975; 812–14518] 

Susa Registered Fund, LLC and Susa 

Fund Management LLP; Notice of 

Application 

January 29, 2016. 

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 limited liability company 

interests (‘‘Interests’’) and to impose 

asset-based service and/or distribution 

and contingent deferred sales loads 

(‘‘CDSCs’’). 

APPLICANTS: Susa Registered Fund, LLC 

(the ‘‘Fund’’) and Susa Fund 

Management LLP (the ‘‘Adviser’’) 

(together, the ‘‘Applicants’’). 

FILING DATES: The application was filed 

on July 23, 2015 and amended on 

October 13, 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 

February 23, 2016, 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 Kenneth S. Gerstein, 

Esq., Schulte Roth & Zabel LLP, 919 

Third Avenue, New York, NY 10022. 

FOR FURTHER INFORMATION CONTACT: 

Vanessa M. Meeks, Senior Counsel, or 

Melissa R. Harke, Branch Chief, at (202) 

551–6825 (Chief Counsel’s Office, 

Division of Investment Management). 

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 

limited liability company. 

2. The Adviser, a limited liability 

partnership incorporated under the laws 

of England and Wales, is registered with 

the Commission as an investment 

adviser under the Investment Advisers 

Act of 1940, as amended (the ‘‘Advisers 

Act’’). 

3. The Fund will continuously offer 

Interests in private placements in 

reliance on the provisions of Regulation 

D under the Securities Act of 1933, as 

amended (‘‘Securities Act’’).1 Interests 

in the Fund 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 

Interests. 

4. The Fund currently issues a single 

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

asset value. The Fund proposes to offer 

multiple classes of Interests at net asset 

value that may (but would not 

necessarily) be subject to a front-end 

sales load, an asset-based service fee 

and/or distribution fee, and/or an Early 

Repurchase Fee (defined below), in each 

case as set forth in the Fund’s 

confidential private placement 


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Federal Register / Vol. 81, No. 23 / Thursday, February 4, 2016 / Notices 6065 

2A repurchase fee equal to 2.0% of the value of 

the Interests repurchased, which is retained by the 

Fund (the ‘‘Early Repurchase Fee’’), will apply with 

respect to any repurchases of Interests if the date 

as of which the Interests are to be valued for 

purposes of repurchase is less than one year 

following the date of a Member’s initial investment 

in the Fund. The Early Repurchase Fee will equally 

apply to all classes of Interests 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 Repurchase 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 Early Repurchase Fee will 

apply uniformly to all classes of Interests of the 

Fund. 

3Any Fund relying on this relief will do so in a 

manner consistent with the terms and conditions of 

the application. Applicants represent that each 

person presently intending to rely on the order 

requested in the application is listed as an 

applicant. 

4All references to NASD Conduct Rule 2830 

include any successor or replacement rule that may 

be adopted by FINRA. 

5See 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). 

6See 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). 

memorandum (the ‘‘Confidential 

Memorandum’’). 

5. In order to provide a limited degree 

of liquidity to shareholders, the Fund 

may from time to time offer to 

repurchase Interests at their then 

current net asset value pursuant to rule 

13e 4 under the 1934 Act pursuant to 

written tenders by persons owning 

Interests in the Fund (‘‘Members’’).2

Repurchases will be made at such times, 

in such amounts and on such terms as 

may be determined by the Fund’s Board 

of Managers (the ‘‘Board’’), in its sole 

discretion. The Adviser expects to 

ordinarily recommend that the Board 

authorize the Fund to offer to 

repurchase Interests from Members four 

times each year, effective at the end of 

March, June, September and December. 

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 either (a) provides liquidity to 

investors by means of issuer tender 

offers made in compliance with rule 

13e–4 under the 1934 Act or (b) operates 

as an ‘‘interval fund’’ pursuant to rule 

23c–3 under the Act.3

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’’).4 Applicants also represent that 

the Fund will disclose in its 

Confidential Memorandum the fees, 

expenses and other characteristics of 

each class of Interests offered for sale, 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.5 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 Placement 

Agents.6

8. The Fund will allocate all expenses 

incurred by it among the various classes 

of Interests 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 Interests will be borne on a 

pro rata basis by each outstanding 

Interest 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 

presently 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 Interests 

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 Interests 

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 Interests 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 Interests. 

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 Members. 

Applicants submit that the proposed 

arrangements would permit the Fund to 

facilitate the distribution of Interests 

and provide a broader choice of 

investment 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 


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6066 Federal Register / Vol. 81, No. 23 / Thursday, February 4, 2016 / Notices 

1 ISE Mercury, in conjunction with its submission 

of the Form 1 Application, requested an exemption 

under Section 36(a)(1) of the Act from certain 

requirements of Rules 6a–1(a) and 6a–2 of the Act. 

On September 9, 2015, the Commission issued an 

order granting ISE Mercury exemptive relief, subject 

to certain conditions, in connection with the filing 

of its Form 1 Application. See Securities Exchange 

Act Release No. 75867 (September 9, 2015), 80 FR 

55395 (September 15, 2015). Because the Form 1 

Application was not considered filed without the 

exemptive relief, the date of filing of such 

application is September 9, 2015. Id. 

2 15 U.S.C. 78f. 

3Amendment No. 1, among other things, includes 

changes to the Limited Liability Company 

Agreement of ISE Mercury (‘‘ISE Mercury LLC 

Agreement’’) and the Constitution of ISE Mercury 

(‘‘ISE Mercury Constitution’’) concerning board 

composition and fair representation of the 

Exchange’s members, use of confidential 

information for non-regulatory purposes, and the 

use of regulatory funds. Amendment No. 1 also 

includes revisions to the proposed rules of ISE 

Mercury. Amendment No. 1 further provides 

additional descriptions in Exhibit E to the Form 1 

Application regarding ISE Mercury’s compliance 

with Regulation Systems Compliance and Integrity 

(‘‘Regulation SCI’’). 

4See Securities Exchange Act Release No. 75884 

(September 10, 2015), 80 FR 55691 (‘‘Notice’’). 

5See Letter from Kurt Eckert, Principal, 

Wolverine Trading, LLC (‘‘Wolverine’’), to Elizabeth 

M. Murphy, Secretary, Commission, dated October 

23, 2014 (‘‘Wolverine Letter’’). 

6See Letter from Michael Simon, General Counsel 

and Secretary, ISE Mercury, to Brent J. Fields, 

Secretary, Commission, dated December 7, 2015 

(‘‘ISE Mercury Response Letter’’). 7Amendment No. 2, among other things, also 

includes revisions to the proposed rules of ISE 

Mercury to reflect changes to comparable ISE rules 

since the filing of Amendment No. 1. The changes 

proposed in Amendment No. 2 are not substantive, 

are consistent with the existing rules of other 

registered national securities exchanges, and do not 

raise any new or novel regulatory issues. 

8 15 U.S.C. 78f(b) and 15 U.S.C. 78s(a), 

respectively. 9See 15 U.S.C. 78f(b)(3). 10See 15 U.S.C. 78f(b)(5). 

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 

Members 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. 

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02065 Filed 2–3–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–76998; File No. 10–221] 

In the Matter of the Application of ISE 

Mercury, LLC for Registration as a 

National Securities Exchange; 

Findings, Opinion, and Order of the 

Commission 

January 29, 2016. 

I. Introduction 

On September 29, 2014, ISE Mercury, 

LLC (‘‘ISE Mercury’’ or ‘‘Exchange’’) 

submitted to the Securities and 

Exchange Commission (‘‘Commission’’) 

an Application for Registration as a 

National Securities Exchange (‘‘Form 1 

Application’’) 1 under Section 6 of the 

Securities Exchange Act of 1934 

(‘‘Act’’).2 On June 26, 2015, ISE Mercury 

submitted Amendment No. 1 to its Form 

1 Application.3 Notice of the Form 1 

Application, as modified by 

Amendment No. 1, was published for 

comment in the Federal Register on 

September 16, 2015.4 The Commission 

received one comment letter regarding 

the Form 1 Application.5 ISE Mercury 

submitted a response to comments on 

December 7, 2015.6 On January 8, 2016, 

ISE Mercury submitted Amendment No. 

2 to the Form 1 Application.7

II. Discussion 

Under Sections 6(b) and 19(a) of the 

Act,8 the Commission shall by order 

grant an application for registration as a 

national securities exchange if the 

Commission finds, among other things, 

that the proposed exchange is so 

organized and has the capacity to carry 

out the purposes of the Act and to 

comply, and to enforce compliance by 

its members and persons associated 

with its members, with the provisions of 

the Act, the rules and regulations 

thereunder, and the rules of the 

exchange. 

As discussed in greater detail below, 

the Commission finds, after 

consideration of the comment letter and 

the Exchange’s response thereto, that 

ISE Mercury’s application for exchange 

registration meets the requirements of 

the Act and the rules and regulations 

thereunder. Further, the Commission 

finds that the proposed rules of ISE 

Mercury are consistent with Section 6 of 

the Act in that, among other things, they 

assure a fair representation of the 

Exchange’s members in the selection of 

its directors and administration of its 

affairs and provide that one or more 

directors will be representative of 

issuers and investors and not be 

associated with a member of the 

exchange, or with a broker or dealer; 9

and that they are designed to prevent 

fraudulent and manipulative acts and 

practices, promote just and equitable 

principles of trade, foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, and remove impediments to 

and perfect the mechanisms of a free 

and open market and a national market 

system and, in general, protect investors 

and the public interest and are not 

designed to permit unfair 

discrimination between customers, 

issuers, or broker-dealers.10 Finally, the 


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