Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Notices 63657 

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

2 17 CFR 240.19b–4. 

on the investment advisory fees paid by 

the relevant Fund. 

Applicants’ Conditions 

Applicants agree that the Order 

granting the requested relief will be 

subject to the following Conditions: 

1. The Registered Fund will sell to the 

BDC Applicant, prior to the expiration 

of the requested Order, all of the 

Qualifying Assets owned by the 

Registered Fund. In approving any 

Proposed Transaction under the 

requested Order, the Required Majority 

of each Fund will be required 

specifically to consider the effect that 

such transaction, and the Proposed 

Transactions taken together, would have 

on the investment advisory fees paid by 

the relevant Fund. If any Eligible Assets 

are acquired in follow-on investments 

made after the date the Order was 

granted, the Manager will document 

contemporaneously why it believes each 

follow-on investment helps protect the 

assets previously owned by the 

Registered Fund to which the follow-on 

investment relates. 

2. Each of the Eligible Assets shall 

have been subject to periodic valuation 

in accordance with methods adopted 

and reviewed at least annually by the 

independent directors, as defined in 

section 2(a)(19) of the 1940 Act, of each 

Fund in accordance with rule 38a–1 

under the 1940 Act. 

3. The Registered Fund shall have 

sold in Bona Fide Third-Party 

Transactions subject to broad market 

exposure or competitive bidding to 

independent third-party buyers (none of 

whom are the issuer of the respective 

asset to the knowledge of the Applicants 

or are affiliated persons of the 

Applicants under the 1940 Act) (i) for 

each Qualifying Asset valued at greater 

than $10 million, at least the greater of 

(A) 10% of the holdings by the 

Registered Fund of each Qualifying 

Asset or (B) $5,000,000 in proceeds of 

such Qualifying Asset or (ii) for each 

Qualifying Asset valued at $10,000,000 

or less, at least 30% of the holdings by 

the Registered Fund of each Qualifying 

Asset. 

4. In any transaction between the 

Funds under the requested Order, (i) the 

trade date for sale to the BDC Applicant 

shall be the same as the trade date for 

the independent sale of a portion of the 

Qualifying Asset under Condition 3, (ii) 

the transaction price shall be such 

independent sale price less any 

intermediary compensation, such as a 

sales commission or known spread, paid 

by the Registered Fund in the open 

market sale, (iii) 66.7%, or two-thirds, of 

the transactions will have a sale price 

within 1.5% of the fair value most 

recently assigned by the Registered 

Fund pursuant to its valuation methods, 

policies, and procedures, and 100% of 

the transactions will have a sale price in 

the market within 2.5% of the fair value 

most recently assigned by the Registered 

Fund pursuant to its valuation methods, 

policies, and procedures (iv) the 

Manager shall represent to the 

Independent Directors of the Registered 

Fund and the BDC Applicant that it has 

no reason to believe that the sale price 

received by the Registered Fund 

pursuant to Condition 3 above does not 

reasonably approximate (on a pro rata 

basis) the sale price that would have 

been received by the Registered Fund 

had the Registered Fund’s entire interest 

been sold in such transaction and that, 

in the Manager’s judgment, the 

Proposed Transaction between the 

Funds would not, at the time of such 

transaction, preclude the BDC Applicant 

from acquiring an asset more beneficial 

to its shareholders’ interests, and (v) the 

price shall be payable in cash at 

settlement. 

5. Any transaction under the 

requested Order involving Eligible 

Assets jointly owned under the CoInvestment Order (including a decision 

not to include an Eligible Asset as a 

Qualifying Asset) shall comply with the 

terms and conditions of the CoInvestment Order, as applicable. 

6. No Proposed Transaction or Bona 

Fide Third-Party Transaction shall 

involve any consideration other than 

cash payment against prompt delivery 

of Qualifying Assets. No brokerage 

commission, fee, or other remuneration 

shall be paid in connection with any 

Proposed Transaction. A Bona Fide 

Third-Party Transaction may include 

customary transaction expenses paid to 

persons who are not affiliated persons of 

the Applicants, but no Bona Fide ThirdParty Transaction will involve any 

arrangement, understanding, or any 

direct or indirect quid pro quo that goes 

beyond the market terms of such 

transaction. No Bona Fide Third-Party 

Transaction shall involve any 

arrangement or understanding directed 

at facilitating the Applicants’ reliance 

on the requested Order. For any Bona 

Fide Third-Party Transaction, the 

Registered Fund will not knowingly sell 

any Qualifying Asset to the issuer of 

such asset. The Applicants will not 

attempt to circumvent the above 

restrictions by entering into any 

arrangements or understandings that are 

economically similar to the ones 

proscribed by the above restrictions. 

7. The Registered Fund and the BDC 

Applicant shall maintain records 

demonstrating satisfaction of each of the 

foregoing Conditions in the manner and 

for the periods set forth in rule 17a–7(g) 

under the 1940 Act. 

8. The requested Order, if granted, 

shall expire upon the earlier of the date 

of termination of TOF or October 10, 

2018. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25302 Filed 10–23–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73391; File No. SR–FICC– 

2014–07] 

Self-Regulatory Organizations; Fixed 

Income Clearing Corporation; Notice of 

Filing of Proposed Rule Change To 

Amend the Clearing Rules of the 

Mortgage-Backed Securities Division 

To Establish a Membership Category 

and Minimum Financial Requirements 

for Insured Credit Unions 

October 20, 2014. 

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 October 

15, 2014, Fixed Income Clearing 

Corporation (‘‘FICC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by FICC. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The purpose of this filing is to amend 

the Clearing Rules (the ‘‘Rules’’) of the 

Mortgage-Backed Securities Division 

(‘‘MBSD’’) of FICC in order to establish 

a membership category and financial 

minimum requirements for insured 

credit unions. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, 

FICC 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 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
63658 Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Notices 

3Federal Credit Union Act, 12 U.S.C. 

1752(7)(2013). 

4 12 U.S.C. 1752(7). 

5The National Credit Union Administration 

(NCUA) is the independent federal agency that 

regulates, charters and supervises federal credit 

unions. With the backing of the full faith and credit 

of the U.S. Government, NCUA operates and 

manages the National Credit Union Share Insurance 

Fund (NCUSIF), insuring the deposits of more than 

95 million account holders in all federal credit 

unions and the overwhelming majority of statechartered credit unions. See www.ncua.gov. 

6MBSD Rule 2A Section 2, Mortgage-Backed 

Securities Division Clearing Rules. 

7MBSD Rule 4 Section 7, Mortgage-Backed 

Securities Division Clearing Rules. 

in Item IV below. FICC has prepared 

summaries, set forth in sections A, B 

and C below, of the most significant 

aspects of such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

(1) Purpose 

The purpose of this proposed rule 

change is to establish a membership 

category and minimum financial 

requirements for ‘‘insured credit 

unions’’ as such term is defined in the 

Federal Credit Union Act (‘‘FCUA’’).3

The FCUA defines ‘‘insured credit 

unions’’ to mean ‘‘any credit union the 

member accounts of which are insured 

in accordance with Title II of [FCUA]’’.4

Because Title II of the FCUA requires all 

credit unions that are chartered by the 

National Credit Union Administration 5

(‘‘federal credit unions’’) to have 

insured accounts, the term ‘‘insured 

credit union’’ includes all insured 

federal credit unions. Because Title II of 

the FCUA permits the NCUA Board to 

insure (i) State credit unions and (ii) 

credit unions operating under the 

jurisdiction of the Department of 

Defense (‘‘Defense Credit Unions’’), as 

long as such credit unions comply with 

FCUA and implementing NCUA 

regulations, the term ‘‘insured credit 

unions’’ also includes both federallyinsured State credit unions and 

federally-insured Defense Credit 

Unions. It should be noted, however, 

that the proposed category for ‘‘insured 

credit unions’’ does not encompass 

credit unions whose accounts have 

private or other types of non-federal 

insurance. As a result, any such credit 

unions will not be permitted to join 

MBSD. 

FICC believes the participation of this 

category as guaranteed service members 

will contribute to the safety, efficiency, 

and transparency of the market by 

allowing FICC to capture a greater part 

of the activity of its existing members 

and by introducing activity of current 

non-members to FICC. FICC also 

believes that insured credit unions will 

benefit from the MBSD clearing service 

and the associated operational 

efficiencies of a central counterparty 

service. 

Specifically, this filing proposes to 

revise MBSD Rule 2A (‘‘Initial 

Membership Requirements’’) to include 

a category for insured credit unions that 

are in good standing with their primary 

regulators and to establish minimum 

financial requirements for such 

category. Such applicants will be 

required to have a level of equity capital 

as of the end of the month prior to the 

effective date of their membership of at 

least $100 million and achieve the ‘‘well 

capitalized’’ statutory net worth 

category classification defined by the 

NCUA under 12 CFR Part 702. 

In addition to meeting the required 

financial resources and creditworthiness 

requirements (which are based on entity 

type, the types of services the applicant 

will use and the type of accounting 

principles used to prepare their audited 

financial statements), applicants in this 

new category will have to demonstrate 

that (1) they have an established 

profitable business history of a 

minimum of 6 months or personnel 

with sufficient operational background 

and business experience for the firm to 

conduct its business and to be a member 

(as is required of all other membership 

categories) and (2) they are able to 

satisfactorily communicate with FICC, 

fulfill anticipated commitments to and 

meet the operational requirements of 

FICC with necessary promptness and 

accuracy, and conform to any condition 

and requirement that FICC reasonably 

deems necessary for its protection or 

that of its Members.6

The proposed changes to MBSD Rule 

2A provide that insured credit unions 

will be designated as ‘‘Tier One Clearing 

Members’’ for loss allocation purposes.7

(2) Statutory Basis 

The present filing is consistent with 

the requirements of Section 17A(b)(3)(F) 

of the Securities Exchange Act of 1934, 

as amended, and the rules and 

regulations thereunder applicable to 

FICC because the proposed rule change 

permits the participation of insured 

credit unions, thereby providing these 

firms with the benefits of the central 

counterparty service, which includes, 

among other things, trade comparison, 

to-be-announced netting, electronic pool 

notification allocation, pool 

comparison, pool netting, settlement, 

and risk management for eligible 

securities. In addition, this proposal 

allows FICC to capture a greater market 

share of the activity of its existing 

members and non-members thus 

promoting the prompt and accurate 

clearance and settlement of securities 

transactions. Under the proposed rule 

change, existing members will be able to 

submit their eligible trading activity 

with entities in the proposed 

membership category to MBSD and 

thereby obtain the benefits of the central 

counterparty service for such trading 

activity. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

FICC does not believe that the 

proposed rule change will have any 

impact, or impose any burden, on 

competition. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

Written comments relating to the 

proposed rule changes have not yet been 

solicited or received. FICC will notify 

the Commission of any written 

comments received by FICC. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

The proposal shall not take effect 

until all regulatory actions required 

with respect to the proposal are 

completed. 

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– 

FICC–2014–07 on the subject line. 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Notices 63659 

8 17 CFR 200.30–3(a)(12). 

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–FICC–2014–07. 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 20549–1090 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 FICC and on FICC’s Web site: 

http://www.dtcc.com/∼/media/Files/ 

Downloads/legal/rule-filings/2014/ficc/ 

SR-FICC-2014-07.pdf. 

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–FICC–2014–07 and should 

be submitted on or before November 14, 

2014. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25301 Filed 10–23–14; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice 8931] 

Department of State Performance 

Review Board Members; Appointments 

In accordance with section 4314(c)(4) 

of 5 United States Code, the Department 

of State has appointed the following 

individuals to the Department of State 

Performance Review Board for Senior 

Executive Service members: 

Christopher H. Flaggs, Chairperson, 

Comptroller, Bureau of the Comptroller 

and Global Financial Services, 

Department of State; 

Kelly Clements, Deputy Assistant 

Secretary, Bureau of Population, 

Refugees, and Migration, Department of 

State; 

Hoyt B. Yee, Deputy Assistant 

Secretary, Bureau of European and 

Eurasian Affairs, Department of State; 

and 

Mary Catherine Malin, Assistant Legal 

Advisor, Office of the Legal Advisor, 

Department of State. 

Dated: October 14, 2014. 

Hans Klemm, 

Acting Director General of the Foreign Service 

and Director of Human Resources, 

Department of State. 

[FR Doc. 2014–25353 Filed 10–23–14; 8:45 am] 

BILLING CODE 4710–15–P 

DEPARTMENT OF TRANSPORTATION 

Federal Transit Administration 

Innovative Public Transportation 

Workforce Development Program 

(Ladders of Opportunity Initiative) 

AGENCY: Federal Transit Administration, 

DOT. 

ACTION: Notice of Funding Availability. 

SUMMARY: The Federal Transit 

Administration (FTA) announces a 

Notice of Funding Availability (NOFA) 

for the Innovative Public Transportation 

Workforce Development Program 

(Ladders of Opportunity Initiative). FTA 

has budgeted approximately $9 million 

for this solicitation. This NOFA solicits 

proposals that promote innovative 

nationally and regionally significant 

public transportation workforce 

development models and programs that 

invest in America’s economic growth 

and help build ladders of opportunity 

into the middle class for American 

workers. 

DATES: Complete proposals are due by 

11:59 p.m. EST on December 23, 2014. 

ADDRESSES: All proposals must be 

submitted electronically through the 

GRANTS.GOV ‘‘APPLY’’ function. All 

entities intending to apply should 

initiate the process of registering on the 

GRANTS.GOV Web site immediately to 

ensure completion of registration before 

the submission deadline. Instructions 

for applying can be found in the ‘‘FIND’’ 

module of GRANTS.GOV. Mail and fax 

submissions will not be accepted. 

FOR FURTHER INFORMATION CONTACT: For 

specific information regarding the areas 

of research targeted within this NOFA, 

please contact Betty Jackson, Workforce 

Development Program Manager, Office 

of Research, Demonstration and 

Innovation, phone: (202) 366–1730, fax: 

(202) 366–3765, or email: 

betty.jackson@dot.gov. A TDD is 

available at 1–800–877–8339 (TDD/

FIRS). 

SUPPLEMENTARY INFORMATION: 

I. Discretionary Program Overview 

A. Authority 

Section 5322(b) of Title 49, United 

States Code authorizes FTA’s 

discretionary Innovative Public 

Transportation Workforce Development 

Program, pursuant to which FTA makes 

grants to transit agencies and other 

entities to undertake workforce 

development activities, including those 

that create employment training 

programs, conduct outreach programs to 

increase minority and female 

employment in transit, conduct research 

on public transportation personnel and 

training needs, and provide training and 

assistance for minority business 

opportunities. Under this authority, 

FTA is issuing this funding opportunity 

for the Innovative Public Transportation 

Workforce Development, Ladders of 

Opportunity Initiative. FTA plans to 

fund nationally or regionally significant 

public transportation workforce projects 

that will assist in building ladders of 

opportunity for American workers to 

move into the middle class, as well as 

build the critical skillset needed in the 

public transportation industry. 

FTA has budgeted approximately 

$9,000,000 for the program. FTA may 

choose to fund the program for more or 

less than the announced amount, 

including applying any future 

appropriated funds toward the projects 

proposed in response to this NOFA. 

Future funding will depend in part on 

Congressional appropriation. 

B. Policy Priorities 

Supporting a highly-skilled transit 

workforce is critical to maintaining a 

competitive and efficient public 

transportation system. As public 

transportation experiences significant 

growth in the United States and 

investments continue in the physical 

capital of the nation’s transit systems, it 

is essential to build and maintain the 

nation’s human capital in public 

transportation as well. 

FTA is seeking projects that create a 

new nationally or regionally significant 

workforce development program, or 

augment or replicate a successful 


asabaliauskas on DSK5VPTVN1PROD with NOTICES