75708 Federal Register / Vol. 75, No. 233 / Monday, December 6, 2010 / Notices 

1The registration statement relating to these 

contracts is incorporated by reference into the 

application, to the extent necessary to support and 

supplement the descriptions and representations set 

forth in the application. 

meetings/environment/), 3. 

Nanomaterials and Human Health & 

Instrumentation, Metrology, and 

Analytical Methods (details at http:// 

www.nano.gov/html/meetings/ 

humanhealth/), and 4. Capstone: Risk 

Management Methods & Ethical, Legal, 

and Societal Implications of 

Nanotechnology (details at http:// 

www.nano.gov/html/meetings/capstone/ 

). Additional input has come from the 

NNI Strategic Planning Stakeholders 

Workshop (details at http:// 

www.nano.gov/html/meetings/ 

NNISPWorkshop/) as well as in 

responses to a Request for Information 

published in the Federal Register on 

July 6, 2010, and comments posted 

online in response to challenge 

questions from July 13–August 15, 2010, 

at the NNI Strategy Portal (http:// 

strategy.nano.gov). 

The draft NNI EHS Strategy 

complements the 2010 NNI Strategic 

Plan by setting forth the NNI strategy for 

nanotechnology-related environmental, 

health, and safety (EHS) research. It 

describes the NNI vision and goals for 

Federal EHS research and presents the 

current NNI EHS research portfolio. The 

EHS strategy includes a description of 

the NNI EHS research investment by 

research need, the state of the science, 

and an analysis of the gaps and barriers 

to achieving that research as part of the 

NNI’s adaptive management of this 

strategy. This strategy updates and 

replaces the NNI EHS Strategy of 

February 2008. The NNI EHS Strategy 

aims to ensure the responsible 

development of nanotechnology by 

providing guidance to the Federal 

agencies that produce the scientific 

information for risk management, 

regulatory decision-making, product 

use, research planning, and public 

outreach. The core research areas 

providing this critical information are 

measurement, human exposure 

assessment, human health, and the 

environment in order to inform risk 

assessment and risk management. 

Your comments on this draft of the 

plan must be received by 11:59 p.m. 

EST on January 6, 2011. Please reference 

page and line numbers as appropriate, 

and keep your responses to 4,000 

characters or less. You may also e-mail 

your responses, no more than one page 

in length, to nnistrategy@ostp.gov. 

Responses to this notice are not offers 

and cannot be accepted by the Federal 

government to form a binding contract 

or issue a grant. Information obtained as 

a result of this notice may be used by 

the Federal government for program 

planning on a non-attribution basis. Any 

information you provide to us may be 

posted online. Therefore, do not send 

any information that might be 

considered proprietary, personal, 

sensitive, or confidential. 

FOR FURTHER INFORMATION CONTACT: Any 

questions about the content of this 

notice should be sent to 

NNIStrategy@ostp.gov. Questions and 

responses may also be sent by mail 

(please allow additional time for 

processing) to the address: Office of 

Science and Technology Policy, ATTN: 

NNI EHS Strategy Comments, Executive 

Office of the President, 725 17th Street 

Room 5228, Washington, DC, 20502. 

Phone: (202) 456–7116, Fax: (202) 456– 

6021. 

Ted Wackler, 

Deputy Chief of Staff. 

[FR Doc. 2010–30414 Filed 12–3–10; 8:45 am] 

BILLING CODE 3170–W0–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–29521; File No. 812–13780] 

American United Life Insurance 

Company, et al.; Notice of Application 

November 30, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of Application for an 

order pursuant to Section 26(c) of the 

Investment Company Act of 1940, as 

amended (‘‘1940 Act’’), the substitution 

of securities. 

APPLICANTS: American United Life 

Insurance Company (‘‘AUL’’), AUL 

American Unit Trust (‘‘AUL Account’’). 

AUL and the AUL Account are together 

referred to herein as the ‘‘Applicants.’’ 

SUMMARY OF APPLICATION: The AUL 

account is used to fund variable annuity 

contracts issued by AUL (‘‘Contracts’’). 

Applicants request an order to permit 

the substitution of units issued by the 

Vanguard Variable Insurance Fund 

Small Company Growth Portfolio (the 

‘‘Substituted Portfolio’’ or ‘‘VVIF’’), for 

units issued by the Vanguard Explorer 

Fund (the ‘‘Removed Portfolio’’ or 

‘‘VEF’’), a fund currently available as an 

investment option under certain 

Contracts. 

FILING DATE: The application was filed 

on June 8, 2010 and amended and 

restated applications were filed on 

September 2, and October 15, 2010. 

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 

Applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the SEC by 5:30 

p.m. on December 27, 2010 and should 

be accompanied by proof of service on 

Applicants, 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 Secretary of the 

Commission. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–0609. 

Applicants: c/o Richard M. Ellery, Esq., 

American United Life Insurance 

Company, One American Square, 

Indianapolis, Indiana 46282. Copies to: 

Frederick H. Sherley, Esq., Dechert LLP, 

100 North Tryon Street, Suite 4000, 

Charlotte, NC 28202. 

FOR FURTHER INFORMATION CONTACT: 

Patrick Scott, Senior Counsel, Office of 

Insurance Products, Division of 

Investment Management, SEC, at (202) 

551–6763, or Zandra Bailes, Branch 

Chief, at (202) 551–6975. 

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 for an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm, or 

obtained for a fee from the Public 

Reference Branch of the Commission, 

100 F Street, NE., Washington, DC 

20549, or by calling: (202) 551–8090. 

Applicants’ Representations: 

1. AUL is an Indiana stock insurance 

company. AUL is the depositor and 

sponsor of the AUL Account, a separate 

investment account established under 

Indiana law. 

2. The AUL Account is used to fund 

variable annuity contracts issued by 

AUL (each, a ‘‘Contract’’).1 The income, 

gains or losses of the AUL Account are 

credited to or charged against the assets 

of the AUL Account without regard to 

other income, gains or losses of AUL. 

AUL owns the assets in the AUL 

Account and is required to maintain 

sufficient assets in the AUL Account to 

meet all AUL Account obligations under 

the Contracts. AUL may transfer to its 

general account assets that exceed 

anticipated obligations of the AUL 

Account. All obligations arising under 

the Contracts are general corporate 


jdjones on DSK8KYBLC1PROD with NOTICES
Federal Register / Vol. 75, No. 233 / Monday, December 6, 2010 / Notices 75709 

2The application represents that the information 

in this table was transcribed as it appears in the 

registration statement dated February 24, 2010, File 

Nos. 811–01530, 002–27203. That registration 

statement was incorporated by reference into the 

application to the extent necessary to support and 

supplement the descriptions and representations set 

forth in the application. 

3The application represents that the information 

in this table was transcribed as it appears in the 

registration statement dated April 30, 2010, File 

Nos. 811–05962, 033–32216. That registration 

statement was incorporated by reference into the 

application to the extent necessary to support and 

supplement the descriptions and representations set 

forth in the application. 

obligations of AUL. AUL serves as 

sponsor and depositor of the AUL 

Account. 

3. The AUL Account is currently 

divided into 419 sub-accounts referred 

to as Investment Accounts. Each 

Investment Account invests exclusively 

in shares of one of the mutual fund 

portfolios offered by the fund 

companies with whom AUL has 

executed agreements so that the 

portfolios of those fund companies are 

eligible to be selected by a Contract 

Owner as an investment option under a 

Contract issued by AUL. Contributions 

may be allocated to one or more 

Investment Accounts available under a 

Contract. Not all of the Investment 

Accounts may be available under a 

particular Contract and some of the 

Investment Accounts are not available 

for certain types of Contracts. Each 

Contract permits allocations of value to 

available fixed and variable 

subaccounts; each variable subaccount 

invests in a specific investment 

portfolio of an underlying mutual fund. 

The group variable annuity Contracts 

may allow ongoing contributions that 

can vary in amount and frequency. All 

of the Contracts provide for the 

accumulation of values on a variable 

basis, a fixed basis or both. The 

Contracts also provide several options 

for fixed annuity payments to begin on 

a future date. 

4. The AUL Account does not impose 

any limitations on the number of 

transfers between Investment Accounts 

available under a Contract or between 

Investment Accounts and the Fixed 

Interest Account (an investment option 

under the Contracts to which 

contributions may be allocated for 

accumulation at rates guaranteed by 

AUL) or impose charges on transfers. 

Under certain circumstances, amounts 

transferred from the Fixed Interest 

Account to an Investment Account 

during any given year may not exceed 

20% of the Fixed Interest Account’s 

value as of the beginning of that year. 

AUL reserves the right, however, at a 

future date, to impose a different 

minimum or maximum transfer amount, 

to assess transfer charges, to change the 

limit on remaining balances, to limit the 

number and frequency of transfers, and 

to suspend the transfer privilege or the 

telephone authorization, interactive 

voice response, or Internet based 

transfers. 

5. Each Contract reserves the right, 

upon notice to Contract Owners and in 

compliance with applicable law, to add, 

combine or remove subaccounts, or to 

withdraw assets from one subaccount 

and put them into another subaccount. 

Each Contract’s prospectus provides 

that Applicants may add, remove or 

combine subaccounts or withdraw 

assets relating to a Contract from one 

subaccount and put them into another. 

6. Applicants propose to substitute 

units of the VEF with units of the VVIF 

(the proposed ‘‘Substitution’’). 

Applicants state that no material 

differences exist between VEF and VVIF 

from the perspective of the Contract 

Owners. As represented in the 

application, and as the table below 

indicates, the investment objectives and 

primary risks of the two portfolios are 

the same, and the investment strategies 

are substantially similar. Further, the 

expense ratio of the VVIF is lower than 

the expense ratio of VEF and the one, 

five and ten year performance of the 

VVIF for the period ended December 31, 

2009 is better than that of the VEF over 

the same period. While VEF has seven 

investment advisers and VVIF has two, 

VVIF’s advisers are both advisers of 

VEF. 

7. Applicants submit that the 

foregoing demonstrates that no material 

difference exists between the Removed 

Portfolio and the Substituted Portfolio; 

both invest in small company stocks 

using a growth strategy and share the 

same primary risks. Accordingly, 

Applicants believe that the Contract 

Owners have a reasonable continuity in 

their investment expectation. 

8. As of July 31, 2010, VEF had assets 

of approximately $6,231,000,000. As of 

July 31, 2010, VVIF had assets of 

approximately $601,000,000. Applicants 

believe that both VEF and VVIF hold 

sufficient assets such that the 

Substitution should be immaterial to 

portfolio management. 

Removed portfolio 2 Substituted portfolio 3

Vanguard Explorer Fund (cusip-921926101) ........................................... Vanguard Variable Insurance Fund Small Company Growth Portfolio 

(cusip-921925889). 

Objective: Long-term capital appreciation ................................................ Objective: Long-term capital appreciation. 

Principal Investment Strategies: ...............................................................

The Fund invests mainly in the stocks of small companies. These companies tend to be unseasoned but are considered by the Fund’s advisors to have superior growth potential. Also, these companies often 

provide little or no dividend income. The Fund uses multiple investment advisors.

Principal Investment Strategies: The portfolio invests at least 80% of its 

assets primarily in common stocks of smaller companies. These 

companies tend to be unseasoned but are considered by the Portfolio’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. The Portfolio’s 80% 

policy may be changed only upon 60 days’ notice to shareholders. 

The Portfolio uses multiple investment advisors. 

Primary Risks: An investment in the Fund could lose money over short 

or even long periods. You should expect the Fund’s share price and 

total return to fluctuate within a wide range, like the fluctuations of 

the overall stock market. The Fund’s performance could be hurt by: 

Primary Risks: An investment in the Portfolio could lose money over 

short or even long periods. You should expect the Portfolio’s share 

price and total return to fluctuate within a wide range, like the fluctuations of the overall stock market. The Portfolio’s performance 

could be hurt by: 

• Stock market risk, which is the chance that stock prices overall 

will decline. Stock markets tend to move in cycles, with periods 

of rising prices and periods of falling prices.

• Stock market risk, which is the chance that stock prices overall 

will decline. Stock markets tend to move in cycles, with periods 

of rising prices and periods of falling prices. 

• Investment style risk, which is the chance that returns from 

small-capitalization growth stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more 

volatile in price than the large-cap stocks that dominate the 

overall market, and they often perform quite differently.

• Investment style risk, which is the chance that returns from 

small-capitalization growth stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more 

volatile in price than the large-cap stocks that dominate the 

overall market, and they often perform quite differently. 


jdjones on DSK8KYBLC1PROD with NOTICES
75710 Federal Register / Vol. 75, No. 233 / Monday, December 6, 2010 / Notices 

Removed portfolio 2 Substituted portfolio 3

• Manager risk, which is the chance that poor security selection or 

focus on securities in a particular sector, category, or group of 

companies will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

• Manager risk, which is the chance that poor security selection or 

focus on securities in a particular sector, category, or group of 

companies will cause the Portfolio to underperform relevant 

benchmarks or other funds with a similar investment objective. 

Total annual fund operating expenses: 0.54% Total annual fund operating expenses: 0.40% 

Average annual total returns for periods ended December 31, 2009 Average annual total returns for periods ended December 31, 2009 

1 Year 5 Years 10 Years 1 Year 5 Years 10 Years 

36.21% 0.44% 3.35% 39.38% 0.50% 4.47% 

9. Among the reasons for the 

proposed Substitution, Applicants state 

that the proposed Substitution will 

strengthen the fund offerings within the 

Contracts’ fund lineup. Applicants 

expect the proposed Substitution to 

provide benefits to the Contract Owners 

including a better performing, lower 

cost portfolio. The application states 

that Vanguard has been consulted about 

the proposed Substitution and has no 

objection to it. 

10. Moreover, Applicants state that 

after the proposed Substitution, 

Contract Owners will continue to be 

able to select among portfolios with a 

full range of investment objectives, 

investments strategies and risks. 

11. In sum, the Applicants also have 

concluded that the Substituted Portfolio 

is better suited than the Removed 

Portfolio to serve as the underlying 

portfolio for the AUL Account as an 

operational and procedural matter; the 

Substituted Portfolio is designed to 

serve as an investment vehicle for 

insurance company separate accounts. 

12. In comparing expense ratios, the 

application states that as set forth in the 

Prospectuses of the Substituted Portfolio 

and Removed Portfolio, the Substituted 

Portfolio has a lower total expense ratio 

(0.40%) than the Removed Portfolio 

(0.54%). Neither the Substituted 

Portfolio nor the Removed Portfolio 

pays fees pursuant to Rule 12b–1 of the 

Act. 

13. The chart below, as included in 

the application, provides a comparison 

of expenses: 

Management 

expenses 

(in percent) 

12b–1 

distribution fee 

Other expenses 

(in percent) 

Total annual 

operating 

expenses 

(in percent) 

Removed Portfolio, Investor Shares ................................................ 0.50 None 0.04 0.54 

Substituted Portfolio ......................................................................... 0.35 None 0.05 0.40 

14. In addition to expenses, 

Applicants state in the application that 

relative performance is a reason for the 

substitution. According to Vanguard, 

the Substituted Portfolio has 

outperformed the Removed Portfolio 

over the last one, five and ten year 

periods for the period ended December 

31, 2009. In these time periods, 

respectively, the Substituted Portfolio 

has returned 39.38%, 0.50% and 4.47%, 

while the Removed Portfolio has 

returned 36.21%, 0.44% and 3.35%, 

each before taxes. 

15. The proposed Substitution will 

take place at each Portfolio’s relative net 

asset values determined on the date of 

the Substitution in accordance with 

Section 22 of the 1940 Act and Rule 

22c–1 thereunder with no change in the 

amount of any Contract Owner’s cash 

value of his or her investment in any of 

the subaccounts. Accordingly, there will 

be no financial impact on any Contract 

Owner. The Substitution will be 

effected by having the subaccount that 

invests in the Removed Portfolio redeem 

its shares at the net asset value 

calculated on the date of the 

Substitution and purchase shares of the 

Substituted Portfolio at the net asset 

value calculated on the same date. 

16. The application notes that the 

Substitution will be described in detail 

in a written notice mailed to Contract 

Owners. The notice will inform Contract 

Owners of Applicants’ intent to 

implement the Substitution and 

describe the Substitution, the reasons 

for engaging in the proposed 

Substitution and how the Substitution 

will be implemented. The notice will be 

mailed to all Contract Owners at least 30 

days prior to the Substitution and will 

inform affected Contract Owners that 

they may transfer assets from the 

subaccount investing in the Removed 

Portfolio at any time after receipt of the 

notice, and from the subaccount 

investing in the Substituted Portfolio for 

30 days after the Substitution, to any 

subaccounts investing in other 

portfolios available under their 

respective Contracts without the 

imposition of any transfer charge or 

limitation and without diminishing the 

number of free transfers that may be 

made in a given contract year. A 

supplement will be filed with the 

Commission for the current prospectus 

containing the information to be 

included in the notice. 

17. Applicants state further that each 

Contract Owner will be provided a 

prospectus for the Substituted Portfolio. 

Within five business days after the 

Substitution, Applicants will send each 

affected Contract Owner written 

confirmation that the Substitution has 

occurred. 

18. The application also indicates 

that: 

(a) Applicants will pay all expenses 

and transaction costs of the 

Substitution, including all legal, 

accounting and allocated brokerage 

expenses relating to the Substitution; 

(b) that no costs will be borne by the 

Contract Owners; 

(c) that affected Contract Owners will 

not incur any fees or charges as a result 

of the Substitution, nor will their rights 

or the obligations of Applicants under 

the Contracts be altered in any way. 

19. Applicants state that the proposed 

Substitution will not cause the fees and 

charges under the Contracts currently 

being paid by Contract Owners to be 

greater after the Substitution than before 

the Substitution. The Substitution will 


jdjones on DSK8KYBLC1PROD with NOTICES
Federal Register / Vol. 75, No. 233 / Monday, December 6, 2010 / Notices 75711 

have no adverse tax consequences to 

Contract Owners and will in no way 

alter the tax benefits to Contract 

Owners. 

Applicants’ Legal Analysis: 

1. Section 26(c) of the 1940 Act 

provides that it shall be unlawful for 

any depositor or trustee of a registered 

unit investment trust holding the 

security of a single issuer to substitute 

another security for such security unless 

the Commission shall have approved 

such substitution; and the Commission 

shall issue an order approving such 

substitution if the evidence establishes 

that it is consistent with the protection 

of investors and the purposes fairly 

intended by the policies and provisions 

of the 1940 Act. Section 26(c) protects 

the expectation of investors that the unit 

investment trust will accumulate shares 

of a particular issuer and is intended to 

insure that unnecessary or burdensome 

sales loads, additional reinvestment 

costs or other charges will not be 

incurred due to unapproved 

substitutions of securities. 

2. The proposed Substitution of 

shares held by the AUL Account, as 

described above, may be deemed to 

involve a substitution of securities 

within the meaning of Section 26(c) of 

the 1940 Act. The Applicants therefore 

request an order from the Commission 

pursuant to Section 26(c) approving the 

proposed Substitution. 

3. The investment objective and 

primary risks of the Substituted 

Portfolio are the same as that of the 

Removed Portfolio and the investment 

strategies of the two are nearly identical; 

thus, Contract Owners will have 

reasonable continuity in investment 

expectations. Accordingly, the 

Substituted Portfolio is an appropriate 

investment vehicle for those Contract 

Owners who have Contract values 

allocated to the Removed Portfolio. 

Further, the Substituted Portfolio has 

lower expenses and better historical 

performance than that of the Removed 

Portfolio. 

4. In connection with assets held 

under the Contracts affected by the 

Substitution, Applicants will not 

receive for three (3) years from the date 

of substitution any direct or indirect 

benefits from the Substituted Portfolio, 

its advisors or underwriters (or their 

affiliates) at a rate higher than that 

which they had received from the 

Removed Portfolio, its advisors or 

underwriters (or their affiliates) 

including but without limitation, 12b-1, 

shareholder service, administration or 

other service fees, revenue sharing or 

other arrangements. 

5. Applicants represent and warrant 

that the Substitution and the selection 

of the Substituted Portfolio were not 

motivated by any financial 

consideration paid or to be paid to AUL 

or its affiliates by the Substituted 

Portfolio, its advisors or underwriters or 

their respective affiliates. 

6. The Substitution will not result in 

the type of costly forced redemption 

that Section 26(c) was intended to guard 

against because the Contract Owner will 

continue to have the same type of 

investment choice, with better potential 

returns and lower expenses and will not 

otherwise have any incentive to redeem 

their shares or terminate their Contracts. 

7. The purposes, terms and conditions 

of the proposed Substitution are 

consistent with the protection of 

investors, and the principles and 

purposes of Section 26(c), and do not 

entail any of the abuses that Section 

26(c) is designed to prevent. 

(a) The Substituted Portfolio has 

better historical performance than the 

Removed Portfolio. 

(b) The current total annual operating 

expenses and management fee of the 

Substituted Portfolio are lower than 

those of the Removed Portfolio. 

(c) The Substituted Portfolio is an 

appropriate portfolio to move Contract 

Owners’ values currently allocated to 

the Removed Portfolio because the 

portfolios have the same objectives and 

risks and very similar strategies. 

(d) All costs of the Substitution, 

including any allocated brokerage costs, 

will be borne by Applicants and will not 

be borne by Contract Owners. No 

charges will be assessed to effect the 

Substitution. 

(e) The Substitution will be at the net 

asset value of the respective portfolio 

shares without the imposition of any 

transfer or similar charge and with no 

change in the amount of any Contract 

Owners’ Contract values. 

(f) The Substitution will not cause the 

fees and charges under the Contracts 

currently being paid by the Contract 

Owners to be greater after the 

Substitution than before the 

Substitution and will result in Contract 

Owners Contract values being moved to 

a portfolio with lower current total 

annual operating expenses. 

(g) Notice of the proposed 

Substitution will be mailed to all 

Contract Owners at least 30 days prior 

to the Substitution, All Contract Owners 

will have an opportunity at any time 

after receipt of the notice of the 

Substitution and for 30 days after the 

Substitution to transfer Contract account 

value affected by the Substitution to 

other available subaccounts without the 

imposition of any transfer charge or 

limitation and without being counted as 

one of the Contract Owner’s free 

transfers in a contract year. 

(h) Within five business days after the 

Substitution, Applicants will send to 

their affected Contract Owners a written 

confirmation that the Substitution has 

occurred. 

(i) The Substitution will, in no way, 

alter the terms of the Contracts or the 

obligations of Applicants under them. 

(j) The Substitution will have no 

adverse tax consequences to Contract 

Owners and will, in no way, alter the 

tax benefits to Contract Owners. 

Conclusion 

Applicants assert that, for the reasons 

summarized above, the Commission 

should grant the requested order 

approving the Proposed Substitution. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–30461 Filed 12–3–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. SIPA–169; File No. SIPC–2010– 

01] 

Securities Investor Protection 

Corporation; Notice of Filing of a 

Proposed Bylaw Change Relating to 

SIPC Fund Assessments on SIPC 

Members 

November 30, 2010. 

Pursuant to Section 3(e)(1) of the 

Securities Investor Protection Act of 

1970 (‘‘SIPA’’), 15 U.S.C. 78ccc(e)(1), 

notice is hereby given that on October 

8, 2010, the Securities Investor 

Protection Corporation (‘‘SIPC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) a proposed 

bylaw change. The Commission is 

publishing this notice to solicit 

comments on the proposed bylaw 

change from interested persons. 

I. Description of Proposed Bylaw 

Change 

Section 4(c)(2) of SIPA requires SIPC 

to impose assessments upon its member 

broker-dealers deemed necessary and 

appropriate to establish and maintain a 

broker-dealer liquidation fund 

administered by SIPC (the ‘‘SIPC Fund’’) 

and to repay any borrowings by SIPC 

used to liquidate a broker-dealer. 

Pursuant to this authority, SIPC collects 

an annual assessment from its members. 

The amount of the annual assessment is 

prescribed by SIPA and the SIPC 


jdjones on DSK8KYBLC1PROD with NOTICES