SECTION 1. PURPOSE

The Treasury Department and the Internal Revenue Service (Service) are studying issues under §§ 337(d) and 355 of the Internal Revenue Code (Code) relating to transactions having one or more of the following characteristics: (i) ownership by the distributing corporation or the controlled corporation of investment assets, within the meaning of § 355(g)(2)(B), with modifications (Investment Assets), having substantial value in relation to (a) the value of all of such corporation’s assets and (b) the value of the assets of the active trade(s) or business(es) on which the distributing corporation or the controlled corporation relies to satisfy the requirements of § 355(b) (a Qualifying Business or Qualifying Business Assets); (ii) a significant difference between the distributing corporation’s ratio of Investment Assets to assets other than Investment Assets and such ratio of the controlled corporation; (iii) ownership by the distributing corporation or the controlled corporation of a small amount of Qualifying Business Assets in relation to all of its assets; and (iv) an election by the distributing corporation or the controlled corporation (but not both) to be a regulated investment company (RIC), within the meaning of § 851, or a real estate investment trust (REIT), within the meaning of § 856.

Concurrently with the issuance of this notice, the Service is issuing Rev. Proc. 2015–43, page 467, this Bulletin, which supplements Rev. Proc. 2015–3, 2015–1 I.R.B. 129, by adding certain of these transactions to the list of no-rule areas. This notice describes transactions that concern the Treasury Department and the Service, including transactions on which, while the relevant areas are under study, the Service ordinarily will not rule under sections 4.01(57) and (58) of Rev. Proc. 2015–3 (section 3.01 of Rev. Proc. 2015– 43) and transactions on which the Service

will not rule under section 5.01(26) of Rev. Proc. 2015–3 (section 3.02 of Rev. Proc. 2015–43). This notice also requests comments concerning the transactions described in this notice.