39352 Federal Register / Vol. 74, No. 150 / Thursday, August 6, 2009 / Notices 

1 15 U.S.C. 80b–4(b). 

2 Designation of NASD Regulation, Inc., to 

Establish and Maintain the Investment Adviser 

Registration Depository; Approval of IARD Fees, 

Investment Advisers Act Release No. 1888 (July 28, 

2000) [65 FR 47807 (Aug. 3, 2000)]. FINRA was 

formerly known as the National Association of 

Securities Dealers, Inc. 

3Electronic Filing by Investment Advisers; 

Amendments to Form ADV, Investment Advisers 

Act Release No. 1897 (Sept. 12, 2000) [65 FR 57438 

(Sept. 22, 2000)]. 

4The IARD system is used by both advisers 

registering or registered with the SEC and advisers 

registered or registering with one or more state 

securities authorities. NASAA represents the state 

securities administrators in setting IARD filing fees 

for state-registered advisers. 

5Approval of Investment Adviser Registration 

Depository Filing Fees, Investment Advisers Act 

Release No. 2439 (Oct. 7, 2005) [70 FR 59789 (Oct. 

13, 2005)]. 

6Approval of Investment Adviser Registration 

Depository Filing Fees, Investment Advisers Act 

Release Nos. 2564 (Oct. 26, 2006) and 2806 (Oct. 

30, 2008) [73 FR 65900 (Nov. 5, 2008)]. 

incurred in connection with the 

liquidation were paid by Morgan 

Stanley Investment Advisors, Inc., 

applicant’s investment adviser. 

Filing Date: The application was filed 

on July 6, 2009. 

Applicant’s Address: c/o Morgan 

Stanley Investment Advisors Inc., 522 

Fifth Ave., New York, NY 10036. 

Old RMR Asia Pacific Real Estate Fund 

[File No. 811–21856]; RMR Asia Real 

Estate Fund [File No. 811–22007] 

Summary: Each applicant, a closedend investment company, seeks an 

order declaring that it has ceased to be 

an investment company. On June 16, 

2009, each applicant transferred its 

assets to RMR Asia Pacific Real Estate 

Fund, based on net asset value. 

Expenses of $76,184 and $196,584, 

respectively, incurred in connection 

with the reorganizations were paid by 

applicants. 

Filing Dates: The applications were 

filed on June 17, 2009. 

Applicants’ Address: 400 Centre St., 

Newton, MA 02458. 

JNLNY Variable Fund I LLC [File No. 

811–9357] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. At a meeting held 

August 21 and August 22, 2007, 

Applicant’s Board of Managers 

approved the liquidation and 

deregistration of Applicant after all of 

Applicant’s assets had previously been 

distributed pursuant to a merger of each 

series of Applicant into a series of 

another fund. Applicant has no 

remaining shareholders. Applicant’s 

adviser, Jackson National Asset 

Management, LLC, paid all expenses 

incurred in connection with the 

liquidation and deregistration. 

Filing Dates: The application was 

filed on January 22, 2009 and amended 

on June 23, 2009. 

Applicant’s Address: JNLNY Variable 

Fund I LLC, 1 Corporate Way, Lansing, 

MI 48951. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–18765 Filed 8–5–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IA–2909] 

Approval of Investment Adviser 

Registration Depository Filing Fees 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Order. 

SUMMARY: The Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’) 

is, for five months, waiving Investment 

Adviser Registration Depository annual 

and initial filing fees for investment 

advisers. 

DATES: Effective Date: The order will 

become effective on August 1, 2009. 

FOR FURTHER INFORMATION CONTACT: 

Keith Kanyan, IARD System Manager, at 

202–551–6737, Daniel S. Kahl, Branch 

Chief, at 202–551–6730, or 

Iarules@sec.gov, Office of Investment 

Adviser Regulation, Division of 

Investment Management, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–8549. 

SUPPLEMENTARY INFORMATION: Section 

204(b) of the Investment Advisers Act of 

1940 (‘‘Advisers Act’’) authorizes the 

Commission to require investment 

advisers to file applications and other 

documents through an entity designated 

by the Commission, and to pay 

reasonable costs associated with such 

filings.1 In 2000, the Commission 

designated the Financial Industry 

Regulatory Authority Regulation 

(‘‘FINRA’’) as the operator of the 

Investment Adviser Registration 

Depository (‘‘IARD’’) system. At the 

same time, the Commission approved, 

as reasonable, filing fees.2 The 

Commission later required advisers 

registered or registering with the SEC to 

file Form ADV through the IARD.3 Over 

11,000 advisers now use the IARD to 

register with the SEC and make state 

notice filings electronically through the 

Internet. 

Commission staff, representatives of 

the North American Securities 

Administrators Association, Inc. 

(‘‘NASAA’’),4 and representatives of 

FINRA periodically hold discussions on 

IARD system finances. In the early years 

of operations, SEC-associated IARD 

revenues exceeded projections while 

SEC-associated IARD expenses were 

lower than estimated, resulting in a 

surplus. In 2005, FINRA wrote a letter 

to SEC staff recommending a waiver of 

annual fees for a one-year period. The 

Commission concluded that this was 

appropriate and waived the annual 

fees.5 In 2006 and 2008, FINRA wrote to 

the staff again, this time recommending 

a two-year waiver and a nine-month 

waiver, respectively, of all fees to 

continue to reduce the surplus. The 

Commission agreed and issued another 

two orders waiving all IARD fees.6 As a 

result of these three waivers, the surplus 

was reduced from $9 million in 2005 to 

approximately $3 million today. 

FINRA has again written to 

Commission staff, recommending that 

the waiver of annual IARD fees and the 

waiver of initial IARD filing fees for 

SEC-registered advisers be extended for 

an additional five months to December 

31, 2009. Based on projections of 

expected SEC-associated IARD revenues 

and SEC-associated IARD expenses for 

the next five months, the Commission 

believes that the current SEC-associated 

surplus exceeds the amount needed for 

operations and system enhancements 

during this period, and accordingly 

believes that an extension of the current 

waiver of both annual and initial filing 

fees through December 31, 2009 is 

appropriate in order to continue 

reducing the SEC-associated surplus. 

This action is expected to waive 

approximately $300,000 in IARD system 

fees that SEC-registered advisers would 

incur, and should reduce the SECassociated surplus to approximately $2 

million. The fee waiver will apply to all 

annual updating amendments filed by 

SEC-registered advisers from August 1, 

2009 through December 31, 2009 and to 

all initial applications for registration 

filed by advisers applying for SEC 

registration from August 1, 2009 

through December 31, 2009. 

It is therefore ordered, pursuant to 

sections 204(b) and 206(A) of the 

Investment Advisers Act of 1940, that: 

For annual updating amendments to 

Form ADV filed from August 1, 2009 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 74, No. 150 / Thursday, August 6, 2009 / Notices 39353 

1 15 U.S.C. 78q(d). 

2 17 CFR 240.17d–2. 

3 15 U.S.C. 78s(g)(1). 

4 15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), 

respectively. 

5 15 U.S.C. 78q(d)(1). 

6See Securities Act Amendments of 1975, Report 

of the Senate Committee on Banking, Housing, and 

Urban Affairs to Accompany S. 249, S. Rep. No. 94– 

75, 94th Cong., 1st Session 32 (1975). 

7 17 CFR 240.17d–1 and 17 CFR 240.17d–2, 

respectively. 

8See Securities Exchange Act Release No. 12352 

(April 20, 1976), 41 FR 18808 (May 7, 1976). 

9See Securities Exchange Act Release No. 12935 

(October 28, 1976), 41 FR 49091 (November 8, 

1976). 

10On March 13, 2009, the exchange then known 

as NYSE Alternext U.S. LLC filed for immediate 

effectiveness a proposal to change its name to NYSE 

Amex LLC. See Securities Exchange Act Release 

No. 59575 (March 13, 2009), 74 FR 11803 (March 

19, 2009) (SR–NYSEALTR–2009–24). 

11See Securities Exchange Act Release No. 58673 

(September 29, 2008), 73 FR 57707 (October 3, 

2008) (SR–Amex–2008–62 and SR–NYSE–2008– 

60). 

12See Securities Exchange Act Release No. 58705 

(October 1, 2008), 73 FR 58995 (October 8, 2008) 

(SR–Amex–2008–63). 

13See id. at 58995. 

14See id.; See also Securities Exchange Act 

Release No. 56148 (July 26, 2007), 72 FR 42146 

(August 1, 2007) (order declaring effective the plan 

between NYSE and FINRA). 

through December 31, 2009, the fee 

otherwise due from SEC-registered 

advisers is waived, and for initial 

applications to register as an investment 

adviser with the SEC filed from August 

1, 2009 through December 31, 2009, the 

fee otherwise due from the applicant is 

waived. 

By the Commission. 

Dated: July 31, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–18761 Filed 8–5–09; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60409; File No. 4–587] 

Program for Allocation of Regulatory 

Responsibilities Pursuant to Rule 17d– 

2; Notice of Filing and Order Declaring 

Effective a Proposed Plan for the 

Allocation of Regulatory 

Responsibilities Among the Financial 

Industry Regulatory Authority, Inc., 

New York Stock Exchange LLC, NYSE 

Regulation, Inc. and NYSE Amex LLC 

July 30, 2009. 

Notice is hereby given that the 

Securities and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’) has issued an 

Order pursuant to Section 17(d) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 17d–2 thereunder 2

approving and declaring effective a plan 

dated December 15, 2008 for the 

allocation of regulatory responsibilities 

(‘‘17d–2 Plan’’ or the ‘‘Plan’’) filed with 

the Commission on July 29, 2009 

pursuant to Rule 17d–2 of the Act, by 

the New York Stock Exchange LLC 

(‘‘NYSE’’), NYSE Regulation, Inc. 

(‘‘NYSE Regulation’’), NYSE Amex LLC 

(‘‘NYSE Amex’’), and the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) (each individually, a ‘‘Party’’ 

and collectively, the ‘‘Parties’’). 

I. Introduction 

Section 19(g)(1) of the Act,3 among 

other things, requires every selfregulatory organization (‘‘SRO’’) 

registered as either a national securities 

exchange or national securities 

association to examine for, and enforce 

compliance by, its members and persons 

associated with its members with the 

Act, the rules and regulations 

thereunder, and the SRO’s own rules, 

unless the SRO is relieved of this 

responsibility pursuant to Section 17(d) 

or Section 19(g)(2) of the Act.4 Without 

this relief, the statutory obligation of 

each individual SRO could result in a 

pattern of multiple examinations of 

broker-dealers that maintain 

memberships in more than one SRO 

(‘‘common members’’). Such regulatory 

duplication would add unnecessary 

expenses for common members and 

their SROs. 

Section 17(d)(1) of the Act 5 was 

intended, in part, to eliminate 

unnecessary multiple examinations and 

regulatory duplication.6 With respect to 

a common member, Section 17(d)(1) 

authorizes the Commission, by rule or 

order, to relieve an SRO of the 

responsibility to receive regulatory 

reports, to examine for and enforce 

compliance with applicable statutes, 

rules, and regulations, or to perform 

other specified regulatory functions. 

To implement Section 17(d)(1), the 

Commission adopted two rules: Rule 

17d–1 and Rule 17d–2 under the Act.7

Rule 17d–1 authorizes the Commission 

to name a single SRO as the designated 

examining authority (‘‘DEA’’) to 

examine common members for 

compliance with the financial 

responsibility requirements imposed by 

the Act, or by Commission or SRO 

rules.8 When an SRO has been named as 

a common member’s DEA, all other 

SROs to which the common member 

belongs are relieved of the responsibility 

to examine the firm for compliance with 

the applicable financial responsibility 

rules. On its face, Rule 17d–1 deals only 

with an SRO’s obligations to enforce 

member compliance with financial 

responsibility requirements. Rule 17d–1 

does not relieve an SRO from its 

obligation to examine a common 

member for compliance with its own 

rules and provisions of the Federal 

securities laws governing matters other 

than financial responsibility, including 

sales practices and trading activities and 

practices. 

To address regulatory duplication in 

these and other areas, the Commission 

adopted Rule 17d–2 under the Act.9

Rule 17d–2 permits SROs to propose 

joint plans for the allocation of 

regulatory responsibilities with respect 

to their common members. Under 

paragraph (c) of Rule 17d–2, the 

Commission may declare such a plan 

effective if, after providing for 

appropriate notice and comment, it 

determines that the plan is necessary or 

appropriate in the public interest and 

for the protection of investors; to foster 

cooperation and coordination among the 

SROs; to remove impediments to, and 

foster the development of, a national 

market system and a national clearance 

and settlement system; and is in 

conformity with the factors set forth in 

Section 17(d) of the Act. Commission 

approval of a plan filed pursuant to Rule 

17d–2 relieves an SRO of those 

regulatory responsibilities allocated by 

the plan to another SRO. 

II. Proposed Plan 

On January 17, 2008, NYSE Euronext, 

Inc. and The Amex Membership 

Corporation, a New York not-for-profit 

company and parent of the American 

Stock Exchange LLC (‘‘Amex’’) entered 

into an Agreement and Plan of Merger, 

whereby NYSE Euronext would acquire 

Amex and as a result, Amex would 

become a wholly-owned subsidiary of 

NYSE Group, Inc. and would be 

renamed ‘‘NYSE Amex.’’ 10 In 

connection with the merger, the 

Commission approved proposed rule 

changes to permit the merger and 

related transactions, including the 

adoption of an operating agreement for 

NYSE Amex.11 The Commission also 

approved an NYSE Amex rule proposal 

to adopt new rules governing member 

organizations, member firm conduct, 

and equity trading.12 NYSE Amex’s new 

membership and member conduct rules 

are closely modeled on, and largely 

identical to, existing NYSE membership 

and firm conduct rules,13 many of 

which are ‘‘common rules’’ under the 

existing 17d–2 plan between NYSE and 

FINRA.14

The purpose of the Plan is to add 

NYSE Amex as a party to the existing 

17d–2 plan by and among National 

Association of Securities Dealers, Inc. 


jlentini on DSKJ8SOYB1PROD with NOTICES