Federal Register / Vol. 79, No. 246 / Tuesday, December 23, 2014 / Notices 77063 

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). 

5Terms not otherwise defined herein have the 

meaning set forth in the Rules. 

6Securities Exchange Act Release No. 68114 (Oct. 

26, 2012); 77 FR 66497 (Nov. 5, 2012) (SR–DTC– 

2012–08). 

7 15 U.S. C. 78q–1(b)(3)(F). 

less than six years thereafter, the first 

two years in an easily accessible place. 

10. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Investing Management Company 

including a majority of the disinterested 

directors or trustees, will find that the 

advisory fees charged under such 

contract are based on services provided 

that will be in addition to, rather than 

duplicative of, the services provided 

under the advisory contract(s) of any 

Fund in which the Investing 

Management Company may invest. 

These findings and their basis will be 

fully recorded in the minute books of 

the appropriate Investing Management 

Company. 

11. Any sales charges and/or service 

fees charged with respect to shares of a 

Fund of Funds will not exceed the 

limits applicable to a fund of funds as 

set forth in NASD Conduct Rule 2830. 

12. No Fund will acquire securities of 

an investment company or company 

relying on section 3(c)(1) or 3(c)(7) of 

the Act in excess of the limits contained 

in section 12(d)(1)(A) of the Act, except 

to the extent the Fund acquires 

securities of another investment 

company pursuant to exemptive relief 

from the Commission permitting the 

Fund to acquire securities of one or 

more investment companies for shortterm cash management purposes. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29976 Filed 12–22–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73864; File No. SR–DTC– 

2014–12] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change in Connection 

With the Amendment of the Existing 

Dividends Service Guide 

December 17, 2014. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (‘‘Act’’) 

and Rule 19b–4 2 thereunder, notice is 

hereby given that on December 4, 2014, 

The Depository Trust Company (‘‘DTC’’) 

filed with the Securities Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Item I, II and III below, which Items 

have been prepared primarily by DTC. 

DTC filed the proposed rule change 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f)(4) thereunder.4

The proposed rule change was effective 

upon filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

As more fully described below, the 

proposed rule change renames the 

‘‘Dividends Service Guide’’, the 

‘‘Distributions Service Guide’’ (the 

‘‘Guide’’), and streamlines and updates 

the Guide to align with (i) the transition 

from the corporate actions functions of 

its Participant Terminal System 

(‘‘PTS’’)/Participant Browser Service 

(‘‘PBS’’) applications to the Corporate 

Action Web (‘‘CA Web’’) for the 

processing of distribution events, (ii) the 

migration to International Organization 

for Standardization (‘‘ISO’’) 20022 

messaging to communicate corporate 

action distribution event information, 

and (iii) other technical changes as 

described below.5

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

DTC 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. DTC 

has prepared summaries, set forth in 

sections A, B, and C below, of the most 

significant aspects of such statements. 

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

With this rule filing, DTC is proposing 

to rename its ‘‘Dividends Service 

Guide’’, the ‘‘Distributions Service 

Guide,’’ and to streamline and update 

the Guide to align with: (i) The 

transition from the corporate actions 

functions of its PTS/PBS applications to 

CA Web for the processing of 

distribution events, (ii) the migration to 

ISO 20022 messaging to communicate 

corporate action distribution event 

information and (iii) other technical 

changes as described below. 

On October 16, 2012, DTC filed a rule 

change 6 introducing the CA Web and 

updating its standards for 

communicating information related to 

the announcement and processing of 

distribution events by publishing the 

data in the ISO 20022 format. Use of CA 

Web for distributions functionality 

provided by BOOK, DUEB and TAXI on 

PTS and their PBS equivalents had 

become mandatory for all DTC 

Participants utilizing these services 

beginning on October 16, 2014. The 

balance of the PTS functions and their 

PBS equivalents related to distributions, 

EDS, DIVA, DPAL, PIAR, ADJI, SDAR 

(Dept. D only), and DAWN will be 

retired in Q1 of 2015. Therefore, DTC 

has updated the Guide by updating and 

eliminating references to PTS/PBS 

functions which are being replaced by 

CA Web functionality, and introducing 

the concept of ISO 20022 messaging. 

Additionally, the Guide has been 

updated for technical changes to remove 

a reference to the automated election 

instruction approval process function of 

the Elective Dividend Service. This 

optional function, is available in PBS 

only, provided Participant firms with an 

electronic means of internally reviewing 

and approving election instructions 

prior to their processing by DTC. It has 

been discontinued due to low levels of 

Participant adoption and usage. 

Further, DTC has added a notice to 

the Important Legal Information section, 

advising Participants that they should 

obtain their own tax advice regarding 

any particular corporate action or other 

taxable event. 

Implementation Date 

The proposed rule change will be 

implemented on January 19, 2015. 

2. Statutory Basis 

The proposed rule change would 

promote efficiencies in the way that 

Participants submit instructions and 

view information for distribution event 

types. As such, the proposed rule 

change is consistent with the provisions 

of Section 17A(b)(3)(F) 7 of the Act 

which requires that the rules of the 

clearing agency be designed, inter alia, 

to promote the prompt and accurate 

clearance and settlement of securities 

transactions. 

mstockstill on DSK4VPTVN1PROD with NOTICES

77064 Federal Register / Vol. 79, No. 246 / Tuesday, December 23, 2014 / Notices 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(4). 

10 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The amendments also update certain of the 

corporate governance documents to reflect prior 

transactions. 

5See Securities Exchange Act Release No. 73531 

(November 5, 2014), 79 FR 67215 (‘‘Notice’’). 

6For a more detailed description of the 

anticipated steps to effectuate the Transactions, see 

Notice, supra note 5, at 67216. 

7Each of Deutsche Bo ̈rse, Eurex Frankfurt, Eurex 

Zu ̈rich, and EGD is referred to as a ‘‘Non-U.S. 

Upstream Owner’’ and collectively as the ‘‘Non-U.S. 

Upstream Owners.’’ 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

All Participants would be subject to 

the proposed change, and therefore DTC 

does not believe that the proposed rule 

change would have any impact, or 

impose any burden, on competition. 

(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 have not been 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A) 8 of the Act and paragraph 

(f)(4) 9 of Rule 19b–4 thereunder. 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– 

DTC–2014–12 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–DTC–2014–12. 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 DTC and on DTC’s Web site at 

http://dtcc.com/legal/sec-rulefilings.aspx. 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–DTC–2014–12 and 

should be submitted on or before 

January 13, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29966 Filed 12–22–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73861; File No. SR– 

ISEGemini–2014–24] 

Self-Regulatory Organizations; ISE 

Gemini, LLC; Order Granting Approval 

of Proposed Rule Change, as Modified 

by Amendment No. 1 Thereto, Relating 

to a Corporate Transaction Involving 

Its Indirect Parent 

December 17, 2014 

I. Introduction 

On October 22, 2014, the ISE Gemini, 

LLC (the ‘‘Exchange’’ or the ‘‘ISE 

Gemini’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’), 

pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’),2 and Rule 19b–4 thereunder,3 a 

proposed rule change to make certain 

amendments to its corporate governance 

documents and those of certain of its 

upstream owners, in order to effectuate 

changes to its indirect, non-U.S. 

upstream ownership structure (the 

‘‘Transactions’’) 4 and to amend the 

Amended and Restated Limited 

Liability Company Agreement of ISE 

Gemini (‘‘ISE Gemini LLC Agreement’’) 

with respect to distributions of its 

assets. On October 31, 2014, the 

Exchange filed Amendment No. 1 to the 

proposed rule change. The proposed 

rule change, as modified by Amendment 

No. 1, was published for comment in 

the Federal Register on November 12, 

2014.5 The Commission received no 

comments on the proposed rule change. 

This order approves the proposed rule 

change, as modified by Amendment No. 

1. 

II. Description of the Proposed Rule 

Change 

The Exchange proposes to make 

certain changes to its indirect, non-U.S. 

upstream ownership structure.6

Currently, the Exchange is a wholly 

owned subsidiary of International 

Securities Exchange Holdings, Inc. (‘‘ISE 

Holdings’’). ISE Holdings, in turn, is a 

wholly owned subsidiary of U.S. 

Exchange Holdings, Inc. (‘‘U.S. 

Exchange Holdings’’), which is wholly 

owned by Eurex Frankfurt AG (‘‘Eurex 

Frankfurt’’). Eurex Frankfurt is a wholly 

owned subsidiary of a Swiss stock 

corporation, Eurex Zu ̈rich AG (‘‘Eurex 

Zu ̈rich’’), which, in turn, is jointly 

owned by Deutsche Bo ̈rse AG 

(‘‘Deutsche Bo ̈rse’’) and Eurex Global 

Derivatives AG (‘‘EGD,’’ and together 

with Eurex Zu ̈rich, the ‘‘Swiss 

companies’’). EGD is a wholly-owned, 

direct subsidiary of Deutsche Bo ̈rse.7

As a result of the Transactions, the 

Swiss companies will cease to be NonU.S. Upstream Owners of the Exchange, 

as Deutsche Bo ̈rse will become the sole, 

direct owner of Eurex Frankfurt, which 

will directly own 85% of U.S. Exchange 

Holdings. Deutsche Bo ̈rse will directly 

own the remaining 15% of U.S. 

Exchange Holdings. Also in connection 

with the Transactions, the Series A 

Preferred Stock of ISE Holdings (‘‘ISE 

Holdings Preferred’’) will be converted 

to shares of ISE Holdings common stock 

mstockstill on DSK4VPTVN1PROD with NOTICES