81_FR_21679 81 FR 21609 - Türkiye Sinai Kalkinma Bankasi A.Ş.; Notice of Application

81 FR 21609 - Türkiye Sinai Kalkinma Bankasi A.Ş.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 70 (April 12, 2016)

Page Range21609-21611
FR Document2016-08298

Applicant: T[uuml]rkiye Sinai Kalkinma Bankasi A.[Scedil]. (``Applicant''). Summary of Application: Applicant, a banking institution organized as a public joint stock company of unlimited duration under the laws of the Republic of Turkey (``Turkey'') requests an order exempting it from all provisions of the Act in connection with the offer and sale of its debt securities in the United States. Filing Dates: The application was filed on July 14, 2015, and amended on November 25, 2015 and March 14, 2016. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving applicant with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on May 2, 2016, and should be accompanied by proof of service on applicant, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, 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.

Federal Register, Volume 81 Issue 70 (Tuesday, April 12, 2016)
[Federal Register Volume 81, Number 70 (Tuesday, April 12, 2016)]
[Notices]
[Pages 21609-21611]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-08298]



[[Page 21609]]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32066; 812-14514]


T[uuml]rkiye Sinai Kalkinma Bankasi A.[Scedil].; Notice of 
Application

April 6, 2016.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTION: Notice of application for an order under section 6(c) of the 
Investment Company Act of 1940 (``Act'') for an exemption from all 
provisions of the Act.

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SUMMARY: 
    Applicant: T[uuml]rkiye Sinai Kalkinma Bankasi A.[Scedil]. 
(``Applicant'').
    Summary of Application: Applicant, a banking institution organized 
as a public joint stock company of unlimited duration under the laws of 
the Republic of Turkey (``Turkey'') requests an order exempting it from 
all provisions of the Act in connection with the offer and sale of its 
debt securities in the United States.
    Filing Dates: The application was filed on July 14, 2015, and 
amended on November 25, 2015 and March 14, 2016.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicant with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on May 2, 2016, and should be accompanied by proof of service 
on applicant, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, 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. Applicant, Meclis-i Mebusan 
Caddesi No. 81 34427 F[inodot]nd[inodot]kl[inodot], Istanbul, Turkey.

FOR FURTHER INFORMATION CONTACT: Elizabeth G. Miller, Senior Counsel, 
at (202) 551-8707, or Holly Hunter-Ceci, Branch Chief, at (202) 551-
6825 (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 applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicant's Representations

    1. Applicant is a banking institution organized as a public joint 
stock company of unlimited duration under the laws of Turkey. Applicant 
was established on May 31, 1950 as a ``Development and Investment 
Bank'' in accordance with Turkish Banking Law, No. 5411. As mandated by 
Turkish law, Applicant's principal activity is promotion of Turkish 
economic development through providing long-term funding for domestic 
and international investment by Turkish companies, primarily through 
loans denominated in foreign currencies. The Applicant's mandate as a 
``Development and Investment Bank'' is to extend medium- to long-term 
financing to business enterprises, to assist domestic and foreign 
capital owners to finance the development of new businesses in Turkey, 
and to contribute to improvements in Turkish capital markets. A 
majority of Applicant's assets, together with its consolidated 
financial subsidiaries (the ``Group''), currently consist of loans and 
leasing receivables net of allowance for possible losses and a 
securities portfolio (of which 91.7% constituted Turkish government 
securities). Since such securities and loans could be considered 
``investment securities'' within the meaning of section 3(a)(1)(C) of 
the Act, Applicant may be considered an investment company, and it 
requests an exemption from all provisions of the Act.
    2. As a Turkish development and industrial bank, Applicant (i) 
supports private sector, productive investments in the Turkish 
industrial and service sectors; (ii) assists with the financing and 
development of new businesses in Turkey; and (iii) contributes to the 
improvement of Turkish capital markets. Applicant may engage, inter 
alia, in the following activities in pursuit of its development banking 
activities: (i) Provision of short-, medium- and long-term loan 
financing against pledges, mortgages, or other security by way of open 
credits; financing of existing and new industrial enterprises; (iii) 
performance of capital market or money market transactions in Turkey 
and abroad in cooperation with national or international institutions; 
(iv) financial leasing transactions and other similar financial 
transactions and issuance of guarantees; and (v) acceptance, 
establishment, and termination of mortgages. Applicant is authorized to 
engage in the following standard commercial and investment banking 
activities: (i) ``Activities of banks (including participation banks, 
saving banks, credit unions, etc.; except central banks and investment 
banks)''; (ii) ``Investment banking activities''; (iii) ``Activities 
for security incomes on own account (dividends, bank interest, 
participation earnings, remuneration, etc.)''; (iv) ``Finance 
leasing''; (v) ``Fund management activities bas[ed] on a fee or 
contract basis (portfolio management, mutual fund management, pension 
fund management, etc.)''; and (vi) ``Activities auxiliary to investment 
banking (mergers and acquisitions activities, business financing and 
venture capital financing activities, etc.).''
    3. As of December 31, 2015, Applicant is privately controlled, with 
50.3% of its shares held directly or indirectly by T[uuml]rkiye 
[Idot][scedil] Bankas[inodot] A.[Scedil]. Group and 8.4% by 
T[uuml]rkiye Vak[inodot]flar Bankas[inodot] T.A.O. As of the same date, 
39.3% of Applicant's shares were publicly traded on the Borsa 
[Idot]stanbul A.[Scedil]. (``BIST'') (of which 59.3% were held by 
foreign investors), with the remaining shares owned by various other 
institutional investors. A significant portion of the Group's 
obligations is subject to a guarantee by the Turkish Treasury.
    4. Applicant is subject to a regulatory regime substantially 
equivalent to that of commercial banks in Turkey, including oversight 
and supervision by the Turkish Banking Regulation and Supervision 
Agency (the ``BRSA''), the Central Bank of Turkey (the ``Central 
Bank''), the Capital Markets Board of Turkey, the BIST, the Turkish 
Banks Association, and the Financial Crimes Investigation Board, 
including a full range of banking, competition, antitrust, anti-money 
laundering, sanctions and other laws and regulations designed to 
maintain the safety and financial soundness of Turkish banks, ensure 
their compliance with economic and other obligations, and limit their 
exposure to risk. Applicant is subject to extensive oversight, 
supervision, and regulation by the Turkish government on the same terms 
as other large commercial banks, including in accordance with the Basel 
III framework and international capital and liquidity standards. The 
Turkish Treasury guarantees a significant portion of Applicant's long-
term funding from development financial institutions and appoints a 
representative to Applicant's Board of Directors. Applicant's Board of 
Directors and management have implemented comprehensive policies and 
procedures governing Applicant's banking operations.

[[Page 21610]]

    5. As described more fully in the application, while Applicant 
performs many of the same functions as Turkish commercial banks and is 
subject to extensive supervision and regulation by the Turkish 
government, Applicant is prohibited from accepting deposits from the 
public. The scope of Applicant's operations is more limited than that 
of Turkish commercial banks owing to its specific objectives as a 
development and investment bank.
    6. Development financial institutions (``DFIs'') are Applicant's 
primary source of funding; however, as DFI funding is typically 
received in the form of ``tied loans'' limited to a specific purpose or 
sector within Turkey, Applicant plans to offer and sell debt securities 
to supplement its funding base. Accordingly, Applicant proposes to 
issue and sell its debt securities in the United States from time to 
time, including under its Global Medium Term Note Program. Applicant 
intends to use the proceeds of any such sale of securities as an 
additional source of funding for its general purposes and in connection 
with its development and investment banking mandate. The proceeds of 
any such sale of debt securities will be used by Applicant as an 
additional source of funding for its general corporate purposes and in 
connection with its development and investment banking mandate. 
Specifically, Applicant intends to use any such debt security funding 
to extend loans to public-private partnerships and other socially 
responsible investment projects, including health, education, and 
renewable energy projects, that are ineligible for DFI tied loan 
funding.

Applicant's Legal Analysis

    1. Section 3(a)(1)(C) of the Act defines an ``investment company'' 
to include any issuer engaged in the business of investing, 
reinvesting, owning, holding or trading in securities, and that owns or 
proposes to acquire investment securities having a value exceeding 40% 
of the issuer's total assets. Section 3(a)(2) of the Act defines 
``investment securities'' to include all securities except Government 
securities, securities issued by employees' securities companies, and 
securities issued by majority-owned subsidiaries of the owner which (a) 
are not investment companies, and (b) are not relying on the exclusions 
from the definition of investment company in section 3(c)(1) or 3(c)(7) 
of the Act.
    2. Applicant states that as of December 31, 2015, the Group had 
total assets of TL21.4 billion, of which loans and leasing receivables 
net of allowance for possible losses accounted for 63.8% and the 
Group's securities portfolio for 18.0% (of which 91.7% constituted 
Turkish government securities). Such loans and securities could be 
construed as ``investment securities'' within the meaning of Section 
3(a)(1)(C) of the Act, thus potentially rendering Applicant a prima 
facie ``investment company.'' As a result, Applicant states that it 
could be deemed to be an ``investment company'' under section 
3(a)(1)(C) of the Act.
    3. Section 6(c) of the Act provides, in relevant part, that the 
Commission, by order upon application, may conditionally or 
unconditionally exempt any person, security, or transaction from any 
provision of the Act, if and to the extent 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.
    4. Rule 3a-6 under the Act excludes foreign banks from the 
definition of an investment company under the Act. A ``foreign bank'' 
is defined in the rule to include a banking institution ``engaged 
substantially in commercial banking activity'' which in turn is defined 
to include ``extending commercial and other types of credit, and 
accepting demand and other types of deposits.'' Applicant represents 
that it is the functional equivalent of a ``foreign bank'' insofar as 
it (i) offers financial services and issues financial products similar 
to those offered and issued by other Turkish commercial banks and (ii) 
is subject to extensive oversight, supervision, and regulation as a 
bank by the Turkish government. However, by Turkish law, Applicant is 
prohibited from accepting deposits. Therefore, Applicant states that 
there is uncertainty as to whether the Rule 3a-6 exemption would be 
deemed to apply.
    5. Applicant also believes that the rationale of Congress and the 
Commission in promulgating rules under the Act in exempting foreign 
financial institutions applies to Applicant. Applicant represents that 
it is subject to extensive oversight, supervision and regulation by the 
Turkish Government to an equivalent extent as applies to Turkish 
commercial banks. Applicant further represents that it is subject to a 
more direct form of government oversight and supervision than 
commercial banks in Turkey owing to representation of the Turkish 
Treasury on the Applicant's board of Directors and the Turkish 
government's guarantee of certain of the Group's liabilities. Applicant 
also represents that the Turkish government guarantees a significant 
portion of the Group's obligation and the Turkish Treasury appoints a 
representative to Applicant's Board of Directors. Accordingly, 
Applicant represents that its operations do not lend themselves to the 
abuses against which the Act is directed, and states that it believes 
it satisfies the standards for relief under section 6(c) of the Act.

Applicant's Conditions

    Applicant agrees that the order granting the requested relief will 
be subject to the following conditions:
    1. In connection with any offering by Applicant of its debt 
securities in the United States, Applicant will appoint an agent in the 
United States to accept service of process in any suit, action, or 
proceeding brought with respect to such debt securities instituted in 
any state or federal court in the Borough of Manhattan, The City of New 
York, New York. Applicant will expressly submit to the jurisdiction of 
New York State and U.S. federal courts sitting in the Borough of 
Manhattan, The City of New York, New York, with respect to any such 
suit, action, or proceeding. Applicant also will waive the defense of 
forum non conveniens to the maintenance of any such action or 
proceeding. Such appointment of an agent to accept service of process 
and such consent to jurisdiction shall be irrevocable until all amounts 
due and to become due in respect thereof have been paid. No such 
submission to jurisdiction or appointment of agent for service of 
process shall affect the right of a holder of any such security to 
bring suit in any court which shall have jurisdiction over Applicant by 
virtue of the offer and sale of such securities or otherwise.
    2. Applicant undertakes to provide to any person to which it offers 
its debt securities in the United States disclosure documents that are 
at least so comprehensive in their description of Applicant and its 
business as those which may be used by comparable U.S. issuers in 
similar U.S. offerings of such securities and that contain the latest 
available audited annual financial statements (and, if available, 
reviewed interim financial statements) of the Group. Applicant further 
undertakes to ensure that any underwriter or dealer through whom it 
makes such offers will provide such disclosure documents to each person 
to whom such offers are made prior to any sale of securities to such 
offeree. Such documents will be updated promptly to reflect any 
material change in the Group's financial status and shall be at least 
as comprehensive as offering memoranda customarily used in similar 
offerings in the United States. Any offering of Applicant's securities 
in

[[Page 21611]]

the United States shall comply with applicable U.S. securities and 
anti-fraud laws and regulations.
    3. Applicant shall rely upon the order so long as (i) its 
activities conform in all material respects to the activities described 
in this Application and (ii) Applicant continues to be regulated by the 
BRSA, the Central Bank, or other applicable Turkish regulatory 
authorities as a development and investment bank as described in the 
application.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-08298 Filed 4-11-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                   Federal Register / Vol. 81, No. 70 / Tuesday, April 12, 2016 / Notices                                             21609

                                                    SECURITIES AND EXCHANGE                                 number, or applicant using the                        authorized to engage in the following
                                                    COMMISSION                                              Company name box, at http://www.sec.                  standard commercial and investment
                                                                                                            gov/search/search.htm or by calling                   banking activities: (i) ‘‘Activities of
                                                    [Investment Company Act Release No.
                                                                                                            (202) 551–8090.                                       banks (including participation banks,
                                                    32066; 812–14514]
                                                                                                                                                                  saving banks, credit unions, etc.; except
                                                                                                            Applicant’s Representations
                                                    Türkiye Sinai Kalkinma Bankasi A.Ş.;                                                                        central banks and investment banks)’’;
                                                                                                               1. Applicant is a banking institution              (ii) ‘‘Investment banking activities’’; (iii)
                                                    Notice of Application
                                                                                                            organized as a public joint stock                     ‘‘Activities for security incomes on own
                                                    April 6, 2016.                                          company of unlimited duration under                   account (dividends, bank interest,
                                                    AGENCY:    Securities and Exchange                      the laws of Turkey. Applicant was                     participation earnings, remuneration,
                                                    Commission (the ‘‘Commission’’).                        established on May 31, 1950 as a                      etc.)’’; (iv) ‘‘Finance leasing’’; (v) ‘‘Fund
                                                    ACTION: Notice of application for an                    ‘‘Development and Investment Bank’’ in                management activities bas[ed] on a fee
                                                    order under section 6(c) of the                         accordance with Turkish Banking Law,                  or contract basis (portfolio management,
                                                    Investment Company Act of 1940                          No. 5411. As mandated by Turkish law,                 mutual fund management, pension fund
                                                    (‘‘Act’’) for an exemption from all                     Applicant’s principal activity is                     management, etc.)’’; and (vi) ‘‘Activities
                                                    provisions of the Act.                                  promotion of Turkish economic                         auxiliary to investment banking
                                                                                                            development through providing long-                   (mergers and acquisitions activities,
                                                    SUMMARY:                                                term funding for domestic and                         business financing and venture capital
                                                       Applicant: Türkiye Sinai Kalkinma                   international investment by Turkish                   financing activities, etc.).’’
                                                    Bankasi A.Ş. (‘‘Applicant’’).                          companies, primarily through loans
                                                                                                                                                                     3. As of December 31, 2015, Applicant
                                                       Summary of Application: Applicant, a                 denominated in foreign currencies. The
                                                                                                                                                                  is privately controlled, with 50.3% of its
                                                    banking institution organized as a                      Applicant’s mandate as a ‘‘Development
                                                                                                                                                                  shares held directly or indirectly by
                                                    public joint stock company of unlimited                 and Investment Bank’’ is to extend
                                                                                                                                                                  Türkiye İş Bankas( A.Ş. Group and 8.4%
                                                    duration under the laws of the Republic                 medium- to long-term financing to
                                                                                                                                                                  by Türkiye Vak(flar Bankas( T.A.O. As
                                                    of Turkey (‘‘Turkey’’) requests an order                business enterprises, to assist domestic
                                                                                                                                                                  of the same date, 39.3% of Applicant’s
                                                    exempting it from all provisions of the                 and foreign capital owners to finance
                                                                                                                                                                  shares were publicly traded on the
                                                    Act in connection with the offer and                    the development of new businesses in
                                                                                                                                                                  Borsa İstanbul A.Ş. (‘‘BIST’’) (of which
                                                    sale of its debt securities in the United               Turkey, and to contribute to
                                                                                                                                                                  59.3% were held by foreign investors),
                                                    States.                                                 improvements in Turkish capital
                                                                                                            markets. A majority of Applicant’s                    with the remaining shares owned by
                                                       Filing Dates: The application was                                                                          various other institutional investors. A
                                                    filed on July 14, 2015, and amended on                  assets, together with its consolidated
                                                                                                            financial subsidiaries (the ‘‘Group’’),               significant portion of the Group’s
                                                    November 25, 2015 and March 14, 2016.                                                                         obligations is subject to a guarantee by
                                                       Hearing or Notification of Hearing: An               currently consist of loans and leasing
                                                                                                            receivables net of allowance for possible             the Turkish Treasury.
                                                    order granting the application will be
                                                                                                            losses and a securities portfolio (of                    4. Applicant is subject to a regulatory
                                                    issued unless the Commission orders a
                                                                                                            which 91.7% constituted Turkish                       regime substantially equivalent to that
                                                    hearing. Interested persons may request
                                                                                                            government securities). Since such                    of commercial banks in Turkey,
                                                    a hearing by writing to the
                                                                                                            securities and loans could be considered              including oversight and supervision by
                                                    Commission’s Secretary and serving
                                                                                                            ‘‘investment securities’’ within the                  the Turkish Banking Regulation and
                                                    applicant with a copy of the request,
                                                                                                            meaning of section 3(a)(1)(C) of the Act,             Supervision Agency (the ‘‘BRSA’’), the
                                                    personally or by mail. Hearing requests
                                                                                                            Applicant may be considered an                        Central Bank of Turkey (the ‘‘Central
                                                    should be received by the Commission
                                                                                                            investment company, and it requests an                Bank’’), the Capital Markets Board of
                                                    by 5:30 p.m. on May 2, 2016, and
                                                                                                            exemption from all provisions of the                  Turkey, the BIST, the Turkish Banks
                                                    should be accompanied by proof of
                                                                                                            Act.                                                  Association, and the Financial Crimes
                                                    service on applicant, in the form of an
                                                                                                               2. As a Turkish development and                    Investigation Board, including a full
                                                    affidavit or, for lawyers, a certificate of
                                                                                                            industrial bank, Applicant (i) supports               range of banking, competition, antitrust,
                                                    service. Hearing requests should state
                                                                                                            private sector, productive investments                anti-money laundering, sanctions and
                                                    the nature of the writer’s interest, the
                                                                                                            in the Turkish industrial and service                 other laws and regulations designed to
                                                    reason for the request, and the issues
                                                                                                            sectors; (ii) assists with the financing              maintain the safety and financial
                                                    contested. Persons who wish to be
                                                                                                            and development of new businesses in                  soundness of Turkish banks, ensure
                                                    notified of a hearing may request
                                                                                                            Turkey; and (iii) contributes to the                  their compliance with economic and
                                                    notification by writing to the
                                                                                                            improvement of Turkish capital                        other obligations, and limit their
                                                    Commission’s Secretary.
                                                                                                            markets. Applicant may engage, inter                  exposure to risk. Applicant is subject to
                                                    ADDRESSES: Secretary, U.S. Securities                                                                         extensive oversight, supervision, and
                                                                                                            alia, in the following activities in
                                                    and Exchange Commission, 100 F Street                   pursuit of its development banking                    regulation by the Turkish government
                                                    NE., Washington, DC 20549–1090.                         activities: (i) Provision of short-,                  on the same terms as other large
                                                    Applicant, Meclis-i Mebusan Caddesi                     medium- and long-term loan financing                  commercial banks, including in
                                                    No. 81 34427 F(nd(kl(, Istanbul, Turkey.                against pledges, mortgages, or other                  accordance with the Basel III framework
                                                    FOR FURTHER INFORMATION CONTACT:                        security by way of open credits;                      and international capital and liquidity
                                                    Elizabeth G. Miller, Senior Counsel, at                 financing of existing and new industrial              standards. The Turkish Treasury
                                                    (202) 551–8707, or Holly Hunter-Ceci,                   enterprises; (iii) performance of capital             guarantees a significant portion of
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    Branch Chief, at (202) 551–6825                         market or money market transactions in                Applicant’s long-term funding from
                                                    (Division of Investment Management,                     Turkey and abroad in cooperation with                 development financial institutions and
                                                    Chief Counsel’s Office).                                national or international institutions;               appoints a representative to Applicant’s
                                                    SUPPLEMENTARY INFORMATION: The                          (iv) financial leasing transactions and               Board of Directors. Applicant’s Board of
                                                    following is a summary of the                           other similar financial transactions and              Directors and management have
                                                    application. The complete application                   issuance of guarantees; and (v)                       implemented comprehensive policies
                                                    may be obtained via the Commission’s                    acceptance, establishment, and                        and procedures governing Applicant’s
                                                    Web site by searching for the file                      termination of mortgages. Applicant is                banking operations.


                                               VerDate Sep<11>2014   17:18 Apr 11, 2016   Jkt 238001   PO 00000   Frm 00077   Fmt 4703   Sfmt 4703   E:\FR\FM\12APN1.SGM   12APN1


                                                    21610                          Federal Register / Vol. 81, No. 70 / Tuesday, April 12, 2016 / Notices

                                                       5. As described more fully in the                    for possible losses accounted for 63.8%               obligation and the Turkish Treasury
                                                    application, while Applicant performs                   and the Group’s securities portfolio for              appoints a representative to Applicant’s
                                                    many of the same functions as Turkish                   18.0% (of which 91.7% constituted                     Board of Directors. Accordingly,
                                                    commercial banks and is subject to                      Turkish government securities). Such                  Applicant represents that its operations
                                                    extensive supervision and regulation by                 loans and securities could be construed               do not lend themselves to the abuses
                                                    the Turkish government, Applicant is                    as ‘‘investment securities’’ within the               against which the Act is directed, and
                                                    prohibited from accepting deposits from                 meaning of Section 3(a)(1)(C) of the Act,             states that it believes it satisfies the
                                                    the public. The scope of Applicant’s                    thus potentially rendering Applicant a                standards for relief under section 6(c) of
                                                    operations is more limited than that of                 prima facie ‘‘investment company.’’ As                the Act.
                                                    Turkish commercial banks owing to its                   a result, Applicant states that it could be
                                                                                                                                                                  Applicant’s Conditions
                                                    specific objectives as a development and                deemed to be an ‘‘investment company’’
                                                    investment bank.                                        under section 3(a)(1)(C) of the Act.                     Applicant agrees that the order
                                                       6. Development financial institutions                   3. Section 6(c) of the Act provides, in            granting the requested relief will be
                                                    (‘‘DFIs’’) are Applicant’s primary source               relevant part, that the Commission, by                subject to the following conditions:
                                                    of funding; however, as DFI funding is                  order upon application, may                              1. In connection with any offering by
                                                    typically received in the form of ‘‘tied                conditionally or unconditionally                      Applicant of its debt securities in the
                                                    loans’’ limited to a specific purpose or                exempt any person, security, or                       United States, Applicant will appoint an
                                                    sector within Turkey, Applicant plans                   transaction from any provision of the                 agent in the United States to accept
                                                    to offer and sell debt securities to                    Act, if and to the extent necessary or                service of process in any suit, action, or
                                                    supplement its funding base.                            appropriate in the public interest and                proceeding brought with respect to such
                                                    Accordingly, Applicant proposes to                      consistent with the protection of                     debt securities instituted in any state or
                                                    issue and sell its debt securities in the               investors and the purposes fairly                     federal court in the Borough of
                                                    United States from time to time,                        intended by the policy and provisions of              Manhattan, The City of New York, New
                                                    including under its Global Medium                       the Act.                                              York. Applicant will expressly submit
                                                    Term Note Program. Applicant intends                       4. Rule 3a–6 under the Act excludes                to the jurisdiction of New York State
                                                    to use the proceeds of any such sale of                 foreign banks from the definition of an               and U.S. federal courts sitting in the
                                                    securities as an additional source of                   investment company under the Act. A                   Borough of Manhattan, The City of New
                                                    funding for its general purposes and in                 ‘‘foreign bank’’ is defined in the rule to            York, New York, with respect to any
                                                    connection with its development and                     include a banking institution ‘‘engaged               such suit, action, or proceeding.
                                                    investment banking mandate. The                         substantially in commercial banking                   Applicant also will waive the defense of
                                                    proceeds of any such sale of debt                       activity’’ which in turn is defined to                forum non conveniens to the
                                                    securities will be used by Applicant as                 include ‘‘extending commercial and                    maintenance of any such action or
                                                    an additional source of funding for its                 other types of credit, and accepting                  proceeding. Such appointment of an
                                                    general corporate purposes and in                       demand and other types of deposits.’’                 agent to accept service of process and
                                                    connection with its development and                     Applicant represents that it is the                   such consent to jurisdiction shall be
                                                    investment banking mandate.                             functional equivalent of a ‘‘foreign                  irrevocable until all amounts due and to
                                                    Specifically, Applicant intends to use                  bank’’ insofar as it (i) offers financial             become due in respect thereof have been
                                                    any such debt security funding to                       services and issues financial products                paid. No such submission to jurisdiction
                                                    extend loans to public-private                          similar to those offered and issued by                or appointment of agent for service of
                                                    partnerships and other socially                         other Turkish commercial banks and (ii)               process shall affect the right of a holder
                                                    responsible investment projects,                        is subject to extensive oversight,                    of any such security to bring suit in any
                                                    including health, education, and                        supervision, and regulation as a bank by              court which shall have jurisdiction over
                                                    renewable energy projects, that are                     the Turkish government. However, by                   Applicant by virtue of the offer and sale
                                                    ineligible for DFI tied loan funding.                   Turkish law, Applicant is prohibited                  of such securities or otherwise.
                                                                                                            from accepting deposits. Therefore,                      2. Applicant undertakes to provide to
                                                    Applicant’s Legal Analysis                              Applicant states that there is                        any person to which it offers its debt
                                                       1. Section 3(a)(1)(C) of the Act defines             uncertainty as to whether the Rule 3a–                securities in the United States
                                                    an ‘‘investment company’’ to include                    6 exemption would be deemed to apply.                 disclosure documents that are at least so
                                                    any issuer engaged in the business of                      5. Applicant also believes that the                comprehensive in their description of
                                                    investing, reinvesting, owning, holding                 rationale of Congress and the                         Applicant and its business as those
                                                    or trading in securities, and that owns                 Commission in promulgating rules                      which may be used by comparable U.S.
                                                    or proposes to acquire investment                       under the Act in exempting foreign                    issuers in similar U.S. offerings of such
                                                    securities having a value exceeding 40%                 financial institutions applies to                     securities and that contain the latest
                                                    of the issuer’s total assets. Section                   Applicant. Applicant represents that it               available audited annual financial
                                                    3(a)(2) of the Act defines ‘‘investment                 is subject to extensive oversight,                    statements (and, if available, reviewed
                                                    securities’’ to include all securities                  supervision and regulation by the                     interim financial statements) of the
                                                    except Government securities, securities                Turkish Government to an equivalent                   Group. Applicant further undertakes to
                                                    issued by employees’ securities                         extent as applies to Turkish commercial               ensure that any underwriter or dealer
                                                    companies, and securities issued by                     banks. Applicant further represents that              through whom it makes such offers will
                                                    majority-owned subsidiaries of the                      it is subject to a more direct form of                provide such disclosure documents to
                                                    owner which (a) are not investment                      government oversight and supervision                  each person to whom such offers are
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    companies, and (b) are not relying on                   than commercial banks in Turkey owing                 made prior to any sale of securities to
                                                    the exclusions from the definition of                   to representation of the Turkish                      such offeree. Such documents will be
                                                    investment company in section 3(c)(1)                   Treasury on the Applicant’s board of                  updated promptly to reflect any material
                                                    or 3(c)(7) of the Act.                                  Directors and the Turkish government’s                change in the Group’s financial status
                                                       2. Applicant states that as of                       guarantee of certain of the Group’s                   and shall be at least as comprehensive
                                                    December 31, 2015, the Group had total                  liabilities. Applicant also represents that           as offering memoranda customarily used
                                                    assets of TL21.4 billion, of which loans                the Turkish government guarantees a                   in similar offerings in the United States.
                                                    and leasing receivables net of allowance                significant portion of the Group’s                    Any offering of Applicant’s securities in


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                                                                                   Federal Register / Vol. 81, No. 70 / Tuesday, April 12, 2016 / Notices                                            21611

                                                    the United States shall comply with                        By the Commission.                                  forth in sections A, B, and C below, of
                                                    applicable U.S. securities and anti-fraud               Jill M. Peterson,                                      the most significant aspects of such
                                                    laws and regulations.                                   Assistant Secretary.                                   statements.
                                                      3. Applicant shall rely upon the order                [FR Doc. 2016–08484 Filed 4–8–16; 4:15 pm]             A. Self-Regulatory Organization’s
                                                    so long as (i) its activities conform in all            BILLING CODE 8011–01–P                                 Statement of the Purpose of, and
                                                    material respects to the activities                                                                            Statutory Basis for, the Proposed Rule
                                                    described in this Application and (ii)                                                                         Change
                                                    Applicant continues to be regulated by                  SECURITIES AND EXCHANGE
                                                    the BRSA, the Central Bank, or other                    COMMISSION                                             1. Purpose
                                                    applicable Turkish regulatory                           [Release No. 34–77547; File No. SR–CBOE–                  The Exchange proposes to amend its
                                                    authorities as a development and                        2016–021]                                              Fees Schedule, effective March 29,
                                                    investment bank as described in the                                                                            2016. Specifically, commencing March
                                                    application.                                            Self-Regulatory Organizations;                         29, 2016, the Exchange will list new
                                                                                                            Chicago Board Options Exchange,                        options on two FTSE Russell indexes.
                                                      For the Commission, by the Division of
                                                    Investment Management, pursuant to                      Incorporated; Notice of Filing and                     More specifically, the Exchange
                                                    delegated authority.                                    Immediate Effectiveness of a Proposed                  proposes to establish fees for options
                                                    Robert W. Errett,
                                                                                                            Rule Change To Establish Fees for                      that overlie a reduced value of the FTSE
                                                                                                            Options That Overlie a Reduced Value                   100 Index (‘‘UKXM’’) and the China 50
                                                    Deputy Secretary.
                                                                                                            of the FTSE 100 Index and the FTSE                     Index ‘‘(FXTM’’).
                                                    [FR Doc. 2016–08298 Filed 4–11–16; 8:45 am]
                                                                                                            China 50 Index                                            By way of background, a specific set
                                                    BILLING CODE 8011–01–P
                                                                                                                                                                   of proprietary products are commonly
                                                                                                            April 6, 2016.
                                                                                                                                                                   included or excluded from a variety of
                                                                                                               Pursuant to Section 19(b)(1) of the                 programs, qualification calculations and
                                                    SECURITIES AND EXCHANGE                                 Securities Exchange Act of 1934                        transaction fees. In lieu of listing out
                                                    COMMISSION                                              (‘‘Act’’),1 and Rule 19b 4 thereunder,2                these products in various sections of the
                                                                                                            notice is hereby given that on March 24,               Fees Schedule, the Exchange uses the
                                                    In the Matter of Royale Globe Holding                   2016, Chicago Board Options Exchange,
                                                    Inc., File No. 500–1; Order of                                                                                 term ‘‘Underlying Symbol List A’’ to
                                                                                                            Incorporated (the ‘‘Exchange’’ or                      represent these products. Currently,
                                                    Suspension of Trading                                   ‘‘CBOE’’) filed with the Securities and                Underlying Symbol List A is defined in
                                                    April 8, 2016.                                          Exchange Commission (‘‘Commission’’)                   Footnote 34 and represents the
                                                                                                            the proposed rule change as described                  following proprietary products: OEX,
                                                       It appears to the Securities and                     in Items I, II, and III below, which Items
                                                    Exchange Commission that there is a                                                                            XEO, RUT, RLG, RLV, RUI, SPX
                                                                                                            have been prepared by the Exchange.                    (including SPXw), SPXpm, SRO, VIX,
                                                    lack of current and accurate information                The Commission is publishing this
                                                    concerning the securities of Royale                                                                            VOLATILITY INDEXES and binary
                                                                                                            notice to solicit comments on the                      options. The Exchange notes that the
                                                    Globe Holding Inc. because of questions                 proposed rule change from interested
                                                    regarding the accuracy of publicly                                                                             reason the products in Underlying
                                                                                                            persons.                                               Symbol List A are often collectively
                                                    available information about the
                                                    company’s operations and securities                     I. Self-Regulatory Organization’s                      included or excluded from certain
                                                    ownership, including details about its                  Statement of the Terms of Substance of                 programs, qualification calculations and
                                                    affiliation with Maxim Capital Limited,                 the Proposed Rule Change                               transactions fees is because the
                                                    a purported investment company                             The Exchange proposes to establish                  Exchange has expended considerable
                                                    operating under the name Maxim                          fees for options that overlie a reduced                resources developing and maintaining
                                                    Trader. Royale Globe Holding Inc. is                    value of the FTSE 100 Index and the                    its proprietary, exclusively-listed
                                                    delinquent in its periodic filings with                 FTSE China 50 Index. The text of the                   products. Similar to the products
                                                    the Commission, having not filed any                    proposed rule change is available on the               currently represented by ‘‘Underlying
                                                    periodic reports since it filed its Form                Exchange’s Web site (http://                           Symbol List A,’’ UKXM and FXTM are
                                                    10–Q for the period ended July 31, 2015.                www.cboe.com/AboutCBOE/                                not listed on any other exchange. As
                                                    Royale Globe Holding Inc. (CIK No.                      CBOELegalRegulatoryHome.aspx), at                      such, the Exchange proposes to exclude
                                                    0001383145), is a Nevada corporation                    the Exchange’s Office of the Secretary,                or include UKXM and FXTM in the
                                                    with its principal place of business                    and at the Commission’s Public                         same programs as the other products in
                                                    listed as Kuala Lumpur, Malaysia with                   Reference Room.                                        Underlying Symbol List A, as well as
                                                    stock quoted on OTC Link (previously,                                                                          add UKXM and FXTM to the definition
                                                                                                            II. Self-Regulatory Organization’s                     of Underlying Symbol List A in
                                                    ‘‘Pink Sheets’’) operated by OTC
                                                                                                            Statement of the Purpose of, and                       Footnote 34. Specifically, like the other
                                                    Markets Group, Inc. under the ticker
                                                                                                            Statutory Basis for, the Proposed Rule                 products in Underlying Symbol List A,
                                                    symbol ROGP.
                                                                                                            Change                                                 the Exchange proposes to except UKXM
                                                       The Commission is of the opinion that                                                                       and FXTM from the Liquidity Provider
                                                                                                               In its filing with the Commission, the
                                                    the public interest and the protection of                                                                      Sliding Scale, the Volume Incentive
                                                                                                            Exchange included statements
                                                    investors require a suspension of trading                                                                      Program (VIP), the Marketing Fee, the
                                                                                                            concerning the purpose of and basis for
                                                    in the securities of the above-listed                                                                          Clearing Trading Permit Holder Fee Cap
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                                                                            the proposed rule change and discussed
                                                    company.                                                                                                       (‘‘Fee Cap’’) and [sic] exemption from
                                                                                                            any comments it received on the
                                                       Therefore, it is ordered, pursuant to                proposed rule change. The text of these                fees for facilitation orders, and the
                                                    Section 12(k) of the Securities Exchange                statements may be examined at the                      Order Router Subsidy (ORS) and
                                                    Act of 1934, that trading in the                        places specified in Item IV below. The                 Complex Order Router Subsidy (CORS)
                                                    securities of the above-listed company is               Exchange has prepared summaries, set                   Programs. Like all other products in
                                                    suspended for the period from 9:30 a.m.                                                                        Underlying Symbol List A (with the
                                                    EDT, April 8, 2016, through 11:59 p.m.                    1 15   U.S.C. 78s(b)(1).                             exception of SROs), the Exchange
                                                    EDT, on April 21, 2016.                                   2 17   CFR 240.19b–4.                                proposes to apply to UKXM and FXTM


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Document Created: 2016-04-12 00:47:14
Document Modified: 2016-04-12 00:47:14
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice of application for an order under section 6(c) of the Investment Company Act of 1940 (``Act'') for an exemption from all provisions of the Act.
DatesThe application was filed on July 14, 2015, and amended on November 25, 2015 and March 14, 2016.
ContactElizabeth G. Miller, Senior Counsel, at (202) 551-8707, or Holly Hunter-Ceci, Branch Chief, at (202) 551- 6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation81 FR 21609 

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