Federal Register / Vol. 74, No. 168 / Tuesday, September 1, 2009 / Notices 45261 

1All entities that currently intend to rely on the 

Order are named as applicants. An Acquiring Fund 

(as defined below) may rely on the Order only to 

invest in Funds and not in any other registered 

investment company. 

dealer will spend, on average, 

approximately 20 hours complying with 

the notice requirement of the rule, for a 

total of 6,400 hours. Each broker-dealer 

will also spend 1 hour complying with 

the annual explanation of the right to 

revoke requirement, for a total of 320 

hours. Therefore, the total number of 

respondents for rule 154 is 470 (150 

mutual funds plus 320 broker-dealers), 

and the estimated total hour burden is 

9,870 hours (3,150 hours for mutual 

funds plus 6,720 hours for brokerdealers). 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and is not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules and forms. 

Written comments are invited on: (a) 

Whether the collections of information 

are necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information has practical utility; (b) the 

accuracy of the Commission’s estimate 

of the burden of the collections of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collections 

of information on respondents, 

including through the use of automated 

collection techniques or other forms of 

information technology. Consideration 

will be given to comments and 

suggestions submitted in writing within 

60 days of this publication. 

Please direct your written comments 

to Charles Boucher, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Shirley 

Martinson, 6432 General Green Way, 

Alexandria, VA, 22312; or send an email to: PRA_Mailbox@sec.gov. 

Dated: August 26, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–21004 Filed 8–31–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28852; 812–13405] 

Arrow Investment Advisers, LLC, and 

Arrow Funds Trust; Notice of 

Application 

August 25, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1), 22(d), and 22(e) of the 

Act and rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) of the Act for an exemption 

from sections 12(d)(1)(A) and 

12(d)(1)(B) of the Act. 

SUMMARY: Summary of Application: 

Applicants request an order that would 

permit (a) certain open-end management 

investment companies and their series 

to issue shares (‘‘Shares’’) redeemable in 

large aggregations (‘‘Creation Unit 

Aggregations’’) only; (b) secondary 

market transactions in Shares to occur at 

negotiated market prices; (c) certain 

series to pay redemption proceeds, 

under certain circumstances, more than 

seven days after the tender of Shares for 

redemption; (d) certain affiliated 

persons of the series to deposit 

securities into, and receive securities 

from, the series in connection with the 

purchase and redemption of Creation 

Unit Aggregations; and (e) certain 

registered management investment 

companies and unit investment trusts 

outside of the same group of investment 

companies as the series to acquire 

Shares. 

Applicants: Arrow Investment 

Advisers, LLC (‘‘Adviser’’) and Arrow 

Funds Trust (‘‘Trust’’). 

DATES: Filing Dates: The application was 

filed on July 9, 2007 and amended on 

November 3, 2008, May 28, 2009, and 

August 21, 2009. 

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 Commission 

by 5:30 p.m. on September 21, 2009, 

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 

Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090; 

Applicants, c/o Joe Barrato, Chief 

Executive Officer, Arrow Investment 

Advisers, LLC, 2943 Olney-Sandy 

Spring Road, Suite A, Olney, MD 20832. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Sr., Senior Counsel at 

(202) 551–6868, or Julia K. Gilmer, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

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 an applicant using the 

Company name box, at http:// 

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

calling (202) 551–8090. 

Applicants’ Representations 

1. The Trust is registered under the 

Act as an open-end management 

investment company and is organized as 

a Delaware statutory trust. The Trust 

will initially offer three series (‘‘Initial 

Funds’’), each of which will track a 

global index of equity and fixed income 

securities. Applicants request that the 

order (‘‘Order’’) apply to the Initial 

Funds and any existing or future 

registered open-end management 

investment company and its series 

registered under the Act (collectively, 

with future series of the Trust, the 

‘‘Future Funds,’’ and together with the 

Initial Funds, the ‘‘Funds’’).1 Each 

Future Fund will be (a) advised by the 

Adviser or an entity controlling, 

controlled by, or under common control 

with the Adviser, and (b) comply with 

the terms and conditions stated in the 

application. 

2. The Adviser is registered as an 

investment adviser under the 

Investment Advisers Act of 1940, as 

amended (the ‘‘Advisers Act’’) and will 

be the investment adviser to the Initial 

Funds. The Adviser may enter into subadvisory agreements with other 

investment advisers to act as 

subadvisers to the Funds 

(‘‘Subadvisers’’). Each Subadviser will 

be registered under the Advisers Act. A 

broker-dealer registered under the 

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’), will serve as the 

principal underwriter and distributor 

for the Creation Unit Aggregations of 

Shares (‘‘Distributor’’). 

3. Each Fund will consist of a 

portfolio of securities (‘‘Portfolio 

Securities’’) selected to correspond 

generally to the price and yield 

performance, before fees and expenses, 

of a specified securities index 

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45262 Federal Register / Vol. 74, No. 168 / Tuesday, September 1, 2009 / Notices 

2The Underlying Indexes for the Initial Funds are 

the Dow Jones Global Relative Risk Moderate 

Portfolio Index, Dow Jones Relative Risk 

Moderately Aggressive Portfolio Index and the Dow 

Jones Global Risk Aggressive Portfolio Index. 

3Applicants represent that each Fund will invest 

at least 90% or 80% of its total assets in the 

component securities that comprise its Underlying 

Index (‘‘Component Securities’’) and the depositary 

receipts representing such securities. ‘‘Depositary 

Receipts’’ will typically be American Depositary 

Receipts, but may include Global Depositary 

Receipts and Euro Depositary Receipts. Each Fund 

also may invest up to 10% or 20%, as the case may 

be, of its total assets in futures contracts, options 

on future contracts, options and swaps, as well as 

cash and cash equivalents and other investment 

companies. 

4All representations and conditions contained in 

the application that require a Fund to disclose 

particular information in the Fund’s Prospectus 

and/or annual report shall be effective with respect 

to the Fund until the time that the Fund complies 

with disclosure requirements adopted by the 

Commission in Investment Company Act Release 

No. 28584 (Jan. 13, 2009). 

5Under the representative sampling strategy, the 

Adviser will seek to construct a Fund’s portfolio so 

that its fundamental investment characteristics and 

liquidity measures perform like those of the 

Underlying Index. 

6The Trust will sell Creation Unit Aggregations 

of each Fund only on a Business Day. Each 

Business Day, prior to the opening of trading on the 

Primary Listing Exchange, the list of names and 

amount of each security constituting the current 

Deposit Securities and the Cash Amount, effective 

as of the previous Business Day, will be made 

available. Any national securities exchange (as 

defined in section 2(a)(26) of the Act) (‘‘Exchange’’) 

on which Shares are listed (‘‘Primary Listing 

Exchange’’) will disseminate, every 15 seconds 

during its regular trading hours, through the 

facilities of the Consolidated Tape Association, an 

estimated intra-day NAV of Shares (which will 

include the previous day’s Cash Amount). 

7Where a Fund permits a purchaser to substitute 

cash in lieu of depositing one or more Deposit 

Securities, the purchaser may be assessed a higher 

Transaction Fee to cover the cost to the Fund of 

Acquiring such Deposit Securities. 

8Shares will be registered in book-entry form 

only. DCor its nominee will be the registered owner 

of all outstanding Shares. DCor DCParticipants will 

maintain records reflecting beneficial owners of 

Shares. 

(‘‘Underlying Index’’).2 Any entity that 

creates, compiles, sponsors or maintains 

an Underlying Index (‘‘Index Provider’’) 

is not or will not be an affiliated person, 

as defined in section 2(a)(3) of the Act, 

or an affiliated person of an affiliated 

person, of the Trust, a Fund, the 

Adviser, any Subadviser, or promoter of 

a Fund, or a Distributor. 

4. The investment objective of each 

Fund will be to provide investment 

results, before fees and expenses, that 

correspond generally to the price and 

yield performance, of its Underlying 

Index.3 The values of the Underlying 

Indices will be disseminated every 15 

seconds each ‘‘Business Day,’’ which is 

defined as any day that a Fund is 

required to be opened under section 

22(e) of the Act. A Fund will utilize 

either a ‘‘replication’’ or ‘‘representative 

sampling’’ strategy which will be 

disclosed with regard to each Fund in 

its prospectus (‘‘Prospectus’’).4 A Fund 

using a replication strategy will invest 

in substantially all of the Component 

Securities in its Underlying Index in 

approximately the same proportions as 

in the Underlying Index.5 A Fund may 

use a representative sampling strategy 

pursuant to which it will invest in a 

significant number but not all of the 

Component Securities of its Underlying 

Index. This may be the case when there 

are practical difficulties or substantial 

costs involved in compiling an entire 

Underlying Index or when a Component 

Security is illiquid. Applicants 

anticipate that a Fund that utilizes a 

representative sampling strategy will 

not track the performance of its 

Underlying Index with the same degree 

of accuracy as a Fund employing the 

replication strategy. Applicants expect 

that each Fund will have a tracking 

error relative to the performance of its 

Underlying Index of less than 5 percent. 

5. Shares will be sold at a price 

between $25 and $250 in Creation Unit 

Aggregations which will have an initial 

price range of $1,000,000 to 

$10,000,000. All orders to purchase 

Creation Unit Aggregations must be 

placed with the Distributor, by or 

through a party that has entered into an 

agreement with the Distributor 

(‘‘Authorized Participant’’). The 

Distributor will be responsible for 

transmitting the orders to the Funds. An 

Authorized Participant must be either: 

(a) A broker-dealer or other participant 

in the continuous net settlement system 

of the National Securities Clearing 

Corporation, a clearing agency 

registered with the Commission, or (b) 

a participant in the Depository Trust 

Company (‘‘DCrdquo;, and such 

participant, ‘‘DCParticipant’’). Shares 

generally will be sold in Creation Unit 

Aggregations in exchange for an in-kind 

deposit by the purchaser of a portfolio 

of specified securities (the ‘‘Deposit 

Securities’’), together with the deposit of 

a specified cash payment (‘‘Cash 

Amount’’ and collectively with the 

Deposit Securities, ‘‘Creation Deposit’’). 

The Cash Amount is generally an 

amount equal to the difference between 

(a) the net asset value (‘‘NAV’’) (per 

Creation Unit Aggregation) of a Fund 

and (b) the total aggregate market value 

(per Creation Unit Aggregation) of the 

Deposit Securities.6 Each Fund reserves 

the right to permit, under certain 

circumstances, a purchaser of Creation 

Unit Aggregations to substitute cash in 

lieu of depositing some or all of the 

requisite Deposit Securities. 

6. An investor acquiring or redeeming 

a Creation Unit Aggregation from a 

Fund will be charged a fee 

(‘‘Transaction Fee’’) to prevent the 

dilution of the interests of the remaining 

shareholders resulting from costs in 

connection with the purchase or 

redemption of Creation Unit 

Aggregations.7 The exact amounts of 

Transaction Fees relevant to each Fund 

(including the maximum Transaction 

Fees) will be fully disclosed in the 

Prospectus of such Fund. The method 

for calculating the Transaction Fees will 

be disclosed in each Fund’s statement of 

additional information (‘‘SAI’’). The 

Distributor will furnish a Fund’s 

Prospectus and a confirmation to those 

placing purchase orders and maintain a 

record of the purchase orders, 

confirmations of purchase orders and 

the instructions given to the Fund to 

implement the delivery of Shares. 

7. Purchasers of Shares in Creation 

Unit Aggregations may hold such Shares 

or sell such Shares into the secondary 

market. Shares will be listed and traded 

on an Exchange. It is expected that one 

or more member firms of a Primary 

Listing Exchange will be designated to 

act as a specialist or market maker and 

maintain a market for Shares trading on 

such Exchange. Prices of Shares trading 

on an Exchange will be based on the 

current bid/offer market. Shares sold in 

the secondary market will be subject to 

customary brokerage commissions and 

charges. 

8. Applicants expect that Purchasers 

of Creation Unit Aggregations will 

include institutional investors and 

arbitrageurs. A specialist or market 

maker also may purchase Creation Unit 

Aggregations of Shares for use in its 

market-making activities. Applicants 

expect that secondary market 

purchasers of Shares will include both 

institutional investors and retail 

investors.8 Applicants expect that the 

price at which Shares trade will be 

disciplined by arbitrage opportunities 

created by the ability to continually 

purchase Creation Unit Aggregations at 

NAV, which should ensure that Shares 

do not trade at a material discount or 

premium to NAV. 

9. Shares will not be individually 

redeemable, and owners of Shares may 

acquire those Shares from the Fund, or 

tender such Shares for redemption to 

the Fund, in Creation Unit Aggregations 

only. To redeem, an investor will have 

to accumulate enough Shares to 

constitute a Creation Unit Aggregation. 

Redemption orders must be placed by or 

through an Authorized Participant. An 

investor redeeming a Creation Unit 

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Federal Register / Vol. 74, No. 168 / Tuesday, September 1, 2009 / Notices 45263 

9As a general matter, the Deposit Securities and 

Redemption Securities will correspond pro rata to 

the Portfolio Securities held by each Fund although 

in limited circumstances Deposit Securities and 

Redemption Securities may not be the same on the 

same day. In accepting Deposit Securities and 

satisfying redemptions with Redemption Securities 

that are restricted securities eligible for resale 

pursuant to rule 144A under the Securities Act of 

1933 (‘‘Securities Act’’), the Funds will comply 

with the conditions of rule 144A. The Prospectus 

will also state that an Authorized Participant that 

is not a ‘‘Qualified Institutional Buyer’’ as defined 

in rule 144A under the Securities Act will not be 

able to receive, as part of a redemption, restricted 

securities eligible for resale under rule 144A. 

Aggregation generally will receive (a) 

Portfolio Securities designated to be 

delivered for Creation Unit Aggregation 

redemptions (‘‘Redemption Securities’’) 

on the date that the request for 

redemption is submitted and (b) the 

Cash Amount.9 An investor may receive 

the cash equivalent of a Fund Security 

in certain circumstances. 

10. Neither the Trust nor any 

individual Fund will be marketed or 

otherwise held out an ‘‘open-end 

investment company’’ or a ‘‘mutual 

fund.’’ Instead, each Fund will be 

marketed as an ‘‘exchange traded fund,’’ 

an ‘‘investment company,’’ a ‘‘fund,’’ or 

a ‘‘trust.’’ All marketing materials that 

describe the features or method of 

obtaining, buying or selling Creation 

Unit Aggregations or Shares traded on 

an Exchange, or refer to redeemability, 

will prominently disclose that Shares 

are not individually redeemable and 

that the owners of Shares may purchase 

or redeem Shares from the Fund in 

Creation Unit Aggregations only. The 

same approach will be followed in the 

SAI, shareholder reports and investor 

educational materials issued or 

circulated in connection with the 

Shares. The Trust or each Fund, as 

applicable, will provide copies of their 

annual and semi-annual shareholder 

reports to DCParticipants for 

distribution to shareholders. 

Applicants’ Legal Analysis 

1. Applicants request an order under 

section 6(c) of the Act for an exemption 

from sections 2(a)(32), 5(a)(1), 22(d) and 

22(e) of the Act and rule 22c–1 under 

the Act and under sections 6(c) and 

17(b) of the Act for an exemption from 

sections 17(a)(1) and 17(a)(2) of the Act 

and under section 12(d)(1)(J) of the Act 

for an exemption from sections 

12(d)(1)(A) and (B) of the Act. 

2. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction, or any 

class of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that such 

exemption is 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. Section 17(b) 

of the Act authorizes the Commission to 

exempt a proposed transaction from 

section 17(a) of the Act if evidence 

establishes that the terms of the 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned, and the proposed 

transaction is consistent with the 

policies of the registered investment 

company and the general provisions of 

the Act. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities or transactions, from 

any provisions of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Sections 5(a)(1) and 2(a)(32) of the Act 

3. Section 5(a)(1) of the Act defines an 

‘‘open-end company’’ as a management 

investment company that is offering for 

sale or has outstanding any redeemable 

security of which it is the issuer. 

Section 2(a)(32) of the Act defines a 

‘‘redeemable security’’ as any security, 

other than short-term paper, under the 

terms of which the owner, upon its 

presentation to the issuer, is entitled to 

receive approximately his proportionate 

share of the issuer’s current net assets, 

or the cash equivalent. Because Shares 

will not be individually redeemable, 

applicants request an order that would 

permit the Trust or a Fund to register as 

an open-end management investment 

company and issue Shares that are 

redeemable in Creation Unit 

Aggregations only. Applicants state that 

investors may purchase Shares in 

Creation Unit Aggregations from each 

Fund. Applicants further state that 

because the market price of Shares will 

be disciplined by arbitrage 

opportunities, the market price of an 

individual Fund Share will not vary 

much from its NAV. 

Section 22(d) of the Act and Rule 22c– 

1 Under the Act 

4. Section 22(d) of the Act, among 

other things, prohibits a dealer from 

selling a redeemable security, which is 

currently being offered to the public by 

or through a principal underwriter, 

except at a current public offering price 

described in the prospectus. Rule 22c– 

1 under the Act generally requires that 

a dealer selling, redeeming or 

reacquiring a redeemable security do so 

only at a price based on its NAV. 

Applicants state that secondary market 

trading in Shares will take place at 

negotiated prices, not at a current 

offering price described in a Fund’s 

Prospectus, and not at a price based on 

NAV. Thus, purchases and sales of 

Shares in the secondary market will not 

comply with section 22(d) of the Act 

and rule 22c–1 under the Act. 

Applicants request an exemption under 

section 6(c) from these provisions. 

5. Applicants assert that the concerns 

sought to be addressed by section 22(d) 

of the Act and rule 22c–1 under the Act 

with respect to pricing are equally 

satisfied by the proposed method of 

pricing Shares. Applicants maintain that 

while there is little legislative history 

regarding section 22(d), its provisions, 

as well as those of rule 22c–1, appear to 

have been designed to (a) prevent 

dilution caused by certain risklesstrading schemes by principal 

underwriters and contract dealers, (b) 

prevent unjust discrimination or 

preferential treatment among buyers, 

and (c) ensure an orderly distribution of 

investment company shares by 

eliminating price competition from 

dealers offering shares at less than the 

published sales price and who could 

pay investors a little more than the 

published redemption price. 

6. Applicants believe that none of 

these purposes will be thwarted by 

permitting Shares to trade in the 

secondary market at negotiated prices. 

Applicants state that (a) secondary 

market trading in Shares does not 

directly involve Fund assets and will 

not result in dilution of an investment 

in Shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in Shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

contend that the proposed distribution 

system will be orderly because 

competitive forces will ensure that the 

difference between the market price of 

Shares and their NAV remains narrow. 

Section 22(e) 

7. Section 22(e) of the Act generally 

prohibits a registered investment 

company from suspending the right of 

redemption or postponing the date of 

payment of redemption proceeds for 

more than seven days after the tender of 

a security for redemption. Applicants 

state that settlement of redemptions for 

Funds that are based on global equity 

indices, global fixed income indices or 

global indices of equity and fixed 

income securities (collectively, ‘‘Global 

Funds’’) and Funds that are based on 

international equity indices, 

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45264 Federal Register / Vol. 74, No. 168 / Tuesday, September 1, 2009 / Notices 

10Rule 15c6–1 under the Exchange Act requires 

that most securities transactions be settled within 

three business days of the trade. Applicants 

acknowledge that no relief obtained from the 

requirements of section 22(e) will affect any 

obligations applicants may have under rule 15c6– 

1. 

11An ‘‘Acquiring Fund Affiliate’’ is an Acquiring 

Fund Adviser, Acquiring Fund Subadviser, 

Sponsor, promoter, and principal underwriter of an 

Acquiring Fund, and any person controlling, 

controlled by, or under common control with any 

of those entities. A ‘‘Fund Affiliate’’ is the 

investment adviser, promoter, or principal 

underwriter of a Fund and any person controlling, 

controlled by or under common control with any 

of these entities. 

international fixed income indices or a 

blend of international, equity and fixed 

income indices (collectively, 

‘‘International Funds’’) is contingent not 

only on the settlement cycle of the 

United States securities markets, but 

also on the delivery cycles present in 

foreign markets in which Global Funds 

and International Funds invest. 

Applicants state that delivery cycles for 

transferring Portfolio Securities to 

redeeming investors coupled with local 

market holiday schedules will, under 

certain circumstances, require a delivery 

process longer than seven calendar 

days. Applicants request relief under 

section 6(c) of the Act from section 22(e) 

to permit the Global Funds and 

International Funds to pay redemption 

proceeds up to 12 calendar days after 

the tender of any Creation Unit 

Aggregations for redemption. Except as 

disclosed in the relevant Fund’s 

Prospectus and/or SAI, applicants 

expect that each Global Fund and 

International Fund will be able to 

deliver redemption proceeds within 

seven days.10 With respect to future 

Global Funds and International Funds, 

applicants seek the same relief from 

section 22(e) only to the extent that 

circumstances similar to those described 

in the application exist. 

8. Applicants state that section 22(e) 

was designed to prevent unreasonable, 

undisclosed and unforeseen delays in 

the payment of redemption proceeds. 

Applicants assert that the requested 

relief will not lead to the problems that 

section 22(e) was designed to prevent. 

Applicants state that the Prospectus 

and/or SAI will disclose those instances 

in a given year where, due to local 

holidays, more than seven days will be 

needed to deliver redemption proceeds. 

Applicants are not seeking relief from 

section 22(e) with respect to Global 

Funds and International Funds that do 

not effect creations and redemptions of 

Creation Unit Aggregations in-kind. 

Section 12(d)(1) 

9. Section 12(d)(1)(A) of the Act, in 

relevant part, prohibits a registered 

investment company from acquiring 

securities of an investment company if 

such securities represent more than 3% 

of the total outstanding voting stock of 

the acquired company, more than 5% of 

the total assets of the acquiring 

company, or, together with the 

securities of any other investment 

companies, more than 10% of the total 

assets of the acquiring company. Section 

12(d)(1)(B) of the Act prohibits a 

registered open-end investment 

company, its principal underwriter and 

any other broker-dealer from selling the 

investment company’s shares to another 

investment company if the sale will 

cause the acquiring company to own 

more than 3% of the acquired 

company’s voting stock, or if the sale 

will cause more than 10% of the 

acquired company’s voting stock to be 

owned by investment companies 

generally. 

10. Applicants request an exemption 

to permit management investment 

companies (‘‘Acquiring Management 

Companies’’) and unit investment trusts 

(‘‘Acquiring Trusts’’) registered under 

the Act that are not advised or 

sponsored by the Adviser or any entity 

controlling, controlled by, or under 

common control with the Adviser and 

are not part of the same ‘‘group of 

investment companies,’’ as defined in 

section 12(d)(1)(G)(ii) of the Act, as the 

Funds (collectively, ‘‘Acquiring Funds’’) 

to acquire Shares of a Fund beyond the 

limits of section 12(d)(1)(A). No 

Acquiring Fund will be in the same 

group of investment companies as the 

Funds. In addition, applicants seek 

relief to permit a Fund or a brokerdealer registered under the Exchange 

Act to sell Shares to an Acquiring Fund 

in excess of the limits of section 

12(d)(1)(B). 

11. All Acquiring Management 

Companies will be advised by an 

investment adviser within the meaning 

of section 2(a)(20)(A) of the Act (the 

‘‘Acquiring Fund Adviser’’) and may be 

sub-advised by one or more investment 

advisers within the meaning of section 

2(a)(20)(B) of the Act (each an 

‘‘Acquiring Fund Subadviser’’). Any 

investment adviser to an Acquiring 

Fund will be registered under the 

Advisers Act. Each Acquiring Trust will 

be sponsored by a sponsor (‘‘Sponsor’’). 

12. Applicants submit that the 

proposed conditions to the requested 

relief adequately address the concerns 

underlying the limits in section 

12(d)(1)(A) and (B), which include 

concerns about undue influence by a 

fund of funds over underlying funds, 

excessive layering of fees and overly 

complex fund structures. Applicants 

believe that the requested exemption is 

consistent with the public interest and 

the protection of investors. 

13. Applicants believe that neither the 

Acquiring Funds nor an Acquiring Fund 

Affiliate would be able to exert undue 

influence over the Funds.11 To limit the 

control that an Acquiring Fund may 

have over a Fund, applicants propose a 

condition prohibiting an Acquiring 

Fund Adviser or a Sponsor, any person 

controlling, controlled by, or under 

common control with an Acquiring 

Fund Adviser or Sponsor, and any 

investment company and any issuer that 

would be an investment company but 

for sections 3(c)(1) or 3(c)(7) of the Act 

that is advised or sponsored by an 

Acquiring Fund Adviser or Sponsor, or 

any person controlling, controlled by, or 

under common control with an 

Acquiring Fund Adviser or Sponsor 

(‘‘Acquiring Fund Advisory Group’’) 

from controlling (individually or in the 

aggregate) a Fund within the meaning of 

section 2(a)(9) of the Act. The same 

prohibition would apply to any 

Acquiring Fund Subadviser, any person 

controlling, controlled by or under 

common control with the Acquiring 

Fund Subadviser, and any investment 

company or issuer that would be an 

investment company but for sections 

3(c)(1) or 3(c)(7) of the Act (or portion 

of such investment company or issuer) 

advised or sponsored by the Acquiring 

Fund Subadviser or any person 

controlling, controlled by or under 

common control with the Acquiring 

Fund Subadviser (‘‘Acquiring Fund’s 

Subadvisory Group’’). Applicants 

propose other conditions to limit the 

potential for undue influence over the 

Funds, including that no Acquiring 

Fund or Acquiring Fund Affiliate 

(except to the extent it is acting in its 

capacity as an investment adviser to a 

Fund) will cause a Fund to purchase a 

security in any offering of securities 

during the existence of any 

underwriting or selling syndicate of 

which a principal underwriter is an 

Underwriting Affiliate (‘‘Affiliated 

Underwriting’’). An ‘‘Underwriting 

Affiliate’’ is a principal underwriter in 

any underwriting or selling syndicate 

that is an officer, director, member of an 

advisory board, Acquiring Fund 

Adviser, Acquiring Fund Subadviser, 

employee or Sponsor of an Acquiring 

Fund, or a person of which any such 

officer, director, member of an advisory 

board, Acquiring Fund Adviser, 

Acquiring Fund Subadviser, employee, 

or Sponsor is an affiliated person 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 74, No. 168 / Tuesday, September 1, 2009 / Notices 45265 

12Any references to Conduct Rule 2830 of the 

NASD include any successor or replacement rule to 

Conduct Rule 2830 that may be adopted by the 

Financial Industry Regulatory Authority. 

13Applicants acknowledge that receipt of 

compensation by (a) an affiliated person of an 

Acquiring Fund, or an affiliated person of such 

person, for the purchase by the Acquiring Fund of 

Shares or (b) an affiliated person of a Fund, or an 

affiliated person of such person, for the sale by the 

Fund of its Shares to an Acquiring Fund may be 

prohibited by section 17(e)(1) of the Act. The 

Acquiring Fund Agreement also will include this 

acknowledgment. 

14Applicants believe that an Acquiring Fund will 

purchase Shares in the secondary market and will 

not purchase or redeem Creation Unit Aggregations 

directly from a Fund. However, the requested relief 

would apply to direct sales of Creation Unit 

Aggregations by a Fund to an Acquiring Fund and 

redemptions of those Shares. 

(except that any person whose 

relationship to the Fund is covered by 

section 10(f) of the Act is not an 

Underwriting Affiliate. 

14. Applicants assert that the 

proposed conditions address any 

concerns regarding excessive layering of 

fees. The board of directors or trustees 

of any Acquiring Management 

Company, including a majority of the 

directors or trustees who are not 

‘‘interested persons’’ within the 

meaning of section 2(a)(19) of the Act 

(‘‘independent directors or trustees’’), 

will find that the advisory fees charged 

to the Acquiring Management Company 

are based on services provided that will 

be in addition to, rather than 

duplicative of, services provided under 

the advisory contract(s) of any Fund in 

which the Acquiring Management 

Company may invest. In addition, 

except as provided in condition 15, an 

Acquiring Fund Adviser or a trustee 

(‘‘Trustee’’) or Sponsor of an Acquiring 

Trust will, as applicable, waive fees 

otherwise payable to it by the Acquiring 

Fund in an amount at least equal to any 

compensation (including fees received 

pursuant to any plan adopted by a Fund 

under rule 12b–1 under the Act) 

received by the Acquiring Fund Adviser 

or Trustee or Sponsor or an affiliated 

person of the Acquiring Fund Adviser, 

Trustee or Sponsor, from the Funds in 

connection with the investment by the 

Acquiring Fund in the Fund. Applicants 

state that any sales charges or service 

fees charged with respect to Shares of an 

Acquiring Fund will not exceed the 

limits applicable to a fund of funds set 

forth in Conduct Rule 2830 of the 

National Association of Securities 

Dealers (‘‘NASD’’).12

15. Applicants submit that the 

proposed arrangement will not create an 

overly complex fund structure. 

Applicants note that no Fund may 

acquire securities of any investment 

company or company relying on section 

3(c)(1) or 3(c)(7) of the Act in excess of 

the limits contained in section 

12(d)(1)(A) of the Act. To ensure that 

Acquiring Funds comply with the terms 

and conditions of the requested relief 

from section 12(d)(1), any Acquiring 

Fund that intends to invest in a Fund in 

reliance on the requested order will 

enter into an Acquiring Fund 

Agreement between the Fund and the 

Acquiring Fund requiring the Acquiring 

Fund to adhere to the terms and 

conditions of the requested order. The 

Acquiring Fund Agreement also will 

include an acknowledgement from the 

Acquiring Fund that it may rely on the 

Order only to invest in the Funds and 

not in any other investment company. 

16. Applicants also note that a Fund 

may choose to reject a direct purchase 

of Shares in Creation Unit Aggregations 

by an Acquiring Fund. To the extent 

that an Acquiring Fund purchases 

Shares in the secondary market, a Fund 

would still retain its ability to reject 

initial purchases of Shares made in 

reliance on the requested order by 

declining to enter into the Acquiring 

Fund Agreement prior to any 

investment by an Acquiring Fund in 

excess of the limits of section 

12(d)(1)(A). 

Sections 17(a)(1) and (2) of the Act 

17. Section 17(a) of the Act generally 

prohibits an affiliated person of a 

registered investment company, or an 

affiliated person of such a person 

(‘‘Second-Tier Affiliate’’), from selling 

any security to or acquiring any security 

from the company. Section 2(a)(3) of the 

Act defines ‘‘affiliated person’’ to 

include (a) any person directly or 

indirectly owning, controlling or 

holding with power to vote 5% or more 

of the outstanding voting securities of 

the other person, (b) any person 5% or 

more of whose outstanding voting 

securities are directly or indirectly 

owned, controlled or held with the 

power to vote by the other person, and 

(c) any person directly or indirectly 

controlling, controlled by or under 

common control with the other person. 

Section 2(a)(9) of the Act provides that 

a control relationship will be presumed 

where one person owns more than 25% 

of another person’s voting securities. 

18. Applicants request an exemption 

from section 17(a) of the Act pursuant 

to sections 17(b) and 6(c) of the Act to 

permit persons to effectuate in-kind 

purchases and redemptions with a Fund 

when they are affiliated persons of the 

Fund or Second-Tier Affiliates solely by 

virtue of one or more of the following: 

(a) holding 5% or more, or in excess of 

25%, of the outstanding Shares of one 

or more Funds; (b) having an affiliation 

with a person with an ownership 

interest described in (a); or (c) holding 

5% or more, or more than 25%, of the 

Shares of one or more other registered 

investment companies (or series thereof) 

advised by the Adviser. 

19. Applicants assert that no useful 

purpose would be served by prohibiting 

these types of affiliated persons from 

acquiring or redeeming Creation Unit 

Aggregations through ‘‘in-kind’’ 

transactions. The deposit procedures for 

both in-kind purchases and in-kind 

redemptions of Creation Unit 

Aggregations will be the same for all 

purchases and redemptions. Deposit 

Securities and Fund Securities will be 

valued in the same manner as Portfolio 

Securities. Therefore, applicants state 

that in-kind purchases and redemptions 

will afford no opportunity for the 

affiliated persons, or Second-Tier 

Affiliates, of a Fund to effect a 

transaction detrimental to other holders 

of Shares. Applicants also believe that 

in-kind purchases and redemptions will 

not result in self-dealing or overreaching 

of the Fund. 

20. Applicants also seek relief from 

section 17(a) to permit a Fund that is an 

affiliated person of an Acquiring Fund 

to sell its Shares to and redeem its 

Shares from an Acquiring Fund through 

in-kind Creation Unit Aggregation 

transactions with the Acquiring Fund.13

Applicants state that the terms of the 

transactions are fair and reasonable and 

do not involve overreaching. Applicants 

note that any consideration paid by an 

Acquiring Fund for the purchase or 

redemption of Shares directly from a 

Fund will be based on the NAV of the 

Fund.14 Applicants believe that any 

proposed transactions directly between 

the Funds and Acquiring Funds will be 

consistent with the policies of each 

Acquiring Fund. The purchase of 

Creation Unit Aggregations by an 

Acquiring Fund directly from a Fund 

will be accomplished in accordance 

with the investment restrictions of any 

such Acquiring Fund and will be 

consistent with the investment policies 

set forth in the Acquiring Fund’s 

registration statement. The Acquiring 

Fund Agreement will require any 

Acquiring Fund that purchases Creation 

Unit Aggregations directly from a Fund 

to represent that the purchase of 

Creation Unit Aggregations from a Fund 

by an Acquiring Fund will be 

accomplished in compliance with the 

investment restrictions of the Acquiring 

Fund and will be consistent with the 

investment policies set forth in the 

Acquiring Fund’s registration statement. 

mstockstill on DSKH9S0YB1PROD with NOTICES

45266 Federal Register / Vol. 74, No. 168 / Tuesday, September 1, 2009 / Notices 

15See note 4, supra. 

Applicants’ Conditions 

Applicants agree that any order of 

granting the requested relief will be 

subject to the following conditions:15

ETF Relief 

1. Each Fund’s Prospectus will clearly 

disclose that, for purposes of the Act, 

Shares are issued by the Funds, and that 

the acquisition of Shares by investment 

companies is subject to the restrictions 

of section 12(d)(1) of the Act, except as 

permitted by an exemptive order that 

permits registered investment 

companies to invest in a Fund beyond 

the limits in section 12(d)(1), subject to 

certain terms and conditions, including 

that the registered investment company 

enter into an Acquiring Fund 

Agreement with the Fund regarding the 

terms of the investment. 

2. As long as the Trust or a Fund 

operates in reliance on the requested 

order, the Shares will be listed on an 

Exchange. 

3. Neither the Trust nor any Fund will 

be advertised or marketed as an openend investment company or a mutual 

fund. Each Fund’s Prospectus will 

prominently disclose that Shares are not 

individually redeemable shares and will 

disclose that the owners of Shares may 

acquire those Shares from a Fund and 

tender those Shares for redemption to a 

Fund only in Creation Unit 

Aggregations. Any advertising material 

that describes the purchase or sale of 

Creation Unit Aggregations or refers to 

redeemability will prominently disclose 

that Shares are not individually 

redeemable and that owners of Shares 

may acquire those Shares from a Fund 

and tender those Shares for redemption 

to a Fund in Creation Unit Aggregations 

only. 

4. The Web site for each Fund, which 

will be publicly accessible at no charge, 

will contain the following information, 

on a per Share basis, for each Fund: (a) 

The prior Business Day’s NAV and the 

reported closing price, and a calculation 

of the premium or discount of such 

closing price against such NAV; and (b) 

data in chart format displaying the 

frequency distribution of discounts and 

premiums of the daily closing price 

against the NAV, within appropriate 

ranges, for each of the four previous 

calendar quarters (or the life of the 

Fund, if shorter). 

5. The Prospectus and annual report 

for each Fund also will include: (a) The 

information listed in condition 4(b), (i) 

in the case of the Prospectus, for the 

most recently completed year (and the 

most recently completed quarter or 

quarters, as applicable) and (ii) in the 

case of the annual report, for the 

immediately preceding five years, as 

applicable; and (b) the following data, 

calculated on a per Share basis for one, 

five and ten year periods (or life of the 

Fund): (i) The cumulative total return 

and the average annual total return 

based on NAV and closing price, and (ii) 

the cumulative total return of the 

relevant Underlying Index. 

6. The requested relief to permit ETF 

operations will expire on the effective 

date of any Commission rule under the 

Act that provides relief permitting the 

operation of index-based exchangetraded funds. 

Section 12(d)(1) Relief 

7. The members of the Acquiring 

Fund’s Advisory Group will not control 

(individually or in the aggregate) a Fund 

within the meaning of section 2(a)(9) of 

the Act. The members of an Acquiring 

Fund’s Subadvisory Group will not 

control (individually or in the aggregate) 

a Fund within the meaning of section 

2(a)(9) of the Act. If, as a result of a 

decrease in the outstanding voting 

securities of a Fund, the Acquiring 

Fund’s Advisory Group or the Acquiring 

Fund’s Subadvisory Group, each in the 

aggregate, becomes a holder of more 

than 25 percent of the outstanding 

voting securities of a Fund, it will vote 

its Shares in the same proportion as the 

vote of all other holders of the Shares. 

This condition does not apply to the 

Acquiring Fund Subadvisory Group 

with respect to a Fund for which the 

Acquiring Fund Subadviser or a person 

controlling, controlled by, or under 

common control with the Acquiring 

Fund Subadviser acts as the investment 

adviser within the meaning of section 

2(a)(20)(A) of the Act. 

8. No Acquiring Fund or Acquiring 

Fund Affiliate will cause any existing or 

potential investment by the Acquiring 

Fund in a Fund to influence the terms 

of any services or transactions between 

the Acquiring Fund or Acquiring Fund 

Affiliate and the Fund or a Fund 

Affiliate. 

9. The board of directors or trustees of 

an Acquiring Management Company, 

including the independent directors or 

trustees, will adopt procedures 

reasonably designed to ensure that the 

Acquiring Fund Adviser and Acquiring 

Fund Subadviser are conducting the 

investment program of the Acquiring 

Management Company without taking 

into account any consideration received 

by the Acquiring Management Company 

or an Acquiring Fund Affiliate from a 

Fund or a Fund Affiliate in connection 

with any services or transactions. 

10. Once an investment by an 

Acquiring Fund in Shares exceeds the 

limits in section 12(d)(1)(A)(i) of the 

Act, the board of directors or trustees of 

a Fund (‘‘Board’’), including a majority 

of the independent directors or trustees 

will determine that any consideration 

paid by the Fund to an Acquiring Fund 

or an Acquiring Fund Affiliate in 

connection with any services or 

transactions: (a) Is fair and reasonable in 

relation to the nature and quality of the 

services and benefits received by the 

Fund; (b) is within the range of 

consideration that the Fund would be 

required to pay to another unaffiliated 

entity in connection with the same 

services or transactions; and (c) does not 

involve overreaching on the part of any 

person concerned. This condition does 

not apply with respect to any services 

or transactions between a Fund and its 

investment adviser(s), or any person 

controlling, controlled by, or under 

common control with such investment 

adviser(s). 

11. No Acquiring Fund or Acquiring 

Fund Affiliate (except to the extent it is 

acting in its capacity as an investment 

adviser to a Fund) will cause a Fund to 

purchase a security in any Affiliated 

Underwriting. 

12. The Board, including a majority of 

the independent directors or trustees, 

will adopt procedures reasonably 

designed to monitor any purchases of 

securities by the Fund in an Affiliated 

Underwriting, once an investment by an 

Acquiring Fund in the securities of the 

Fund exceeds the limit of section 

12(d)(1)(A)(i) of the Act, including any 

purchases made directly from an 

Underwriting Affiliate. The Board will 

review these purchases periodically, but 

no less frequently than annually, to 

determine whether the purchases were 

influenced by the investment by the 

Acquiring Fund in the Fund. The Board 

will consider, among other things: (a) 

Whether the purchases were consistent 

with the investment objectives and 

policies of the Fund; (b) how the 

performance of securities purchased in 

an Affiliated Underwriting compares to 

the performance of comparable 

securities purchased during a 

comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (c) 

whether the amount of securities 

purchased by the Fund in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The 

Board will take any appropriate actions 

based on its review, including, if 

appropriate, the institution of 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 74, No. 168 / Tuesday, September 1, 2009 / Notices 45267 

procedures designed to assure that 

purchases of securities in Affiliated 

Underwritings are in the best interest of 

shareholders of the Fund. 

13. Each Fund will maintain and 

preserve permanently in an easily 

accessible place a written copy of the 

procedures described in the preceding 

condition, and any modifications to 

such procedures, and will maintain and 

preserve for a period of not less than six 

years from the end of the fiscal year in 

which any purchase in an Affiliated 

Underwriting occurred, the first two 

years in an easily accessible place, a 

written record of each purchase of 

securities in Affiliated Underwritings, 

once an investment by an Acquiring 

Fund in the securities of the Fund 

exceeds the limit of section 

12(d)(1)(A)(i) of the Act, setting forth 

from whom the securities were 

acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the determinations of the Board were 

made. 

14. Before investing in Shares in 

excess of the limits in section 

12(d)(1)(A), each Acquiring Fund and 

the Fund will execute an Acquiring 

Fund Agreement stating, without 

limitation, that their boards of directors 

or trustees and their investment 

adviser(s) or their Sponsors or Trustees, 

as applicable, understand the terms and 

conditions of the Order, and agree to 

fulfill their responsibilities under the 

Order. At the time of its investment in 

Shares in excess of the limit in section 

12(d)(1)(A)(i), an Acquiring Fund will 

notify the Fund of the investment. At 

such time, the Acquiring Fund will also 

transmit to the Fund a list of the names 

of each Acquiring Fund Affiliate and 

Underwriting Affiliate. The Acquiring 

Fund will notify the Fund of any 

changes to the list of names as soon as 

reasonably practicable after a change 

occurs. The Fund and the Acquiring 

Fund will maintain and preserve a copy 

of the Order, the Acquiring Fund 

Agreement, and the list with any 

updated information for the duration of 

the investment and for a period of not 

less than six years thereafter, the first 

two years in an easily accessible place. 

15. The Acquiring Fund Adviser, 

Trustee or Sponsor, as applicable, will 

waive fees otherwise payable to it by the 

Acquiring Fund in an amount at least 

equal to any compensation (including 

fees received pursuant to any plan 

adopted under rule 12b-1 under the Act) 

received from the Fund by the 

Acquiring Fund Adviser, Trustee or 

Sponsor, or an affiliated person of the 

Acquiring Fund Adviser, Trustee or 

Sponsor, other than any advisory fees 

paid to the Acquiring Fund Adviser, 

Trustee or Sponsor, or its affiliated 

person by a Fund, in connection with 

the investment by the Acquiring Fund 

in the Fund. Any Acquiring Fund 

Subadviser will waive fees otherwise 

payable to the Acquiring Fund 

Subadviser, directly or indirectly, by the 

Acquiring Management Company in an 

amount at least equal to any 

compensation received from a Fund by 

the Acquiring Fund Subadviser, or an 

affiliated person of the Acquiring Fund 

Subadviser, other than any advisory fees 

paid to the Acquiring Fund Subadviser 

or its affiliated person by the Fund, in 

connection with any investment by the 

Acquiring Management Company in the 

Fund made at the direction of the 

Acquiring Fund Subadviser. In the 

event that the Acquiring Fund 

Subadviser waives fees, the benefit of 

the waiver will be passed through to the 

Acquiring Management Company. 

16. Any sales charges and/or service 

fees charged with respect to shares of an 

Acquiring Fund will not exceed the 

limits applicable to a fund of funds as 

set forth in Conduct Rule 2830 of the 

NASD. 

17. No Fund will acquire securities of 

any other investment company or 

company relying on section 3(c)(1) or 

3(c)(7) of the Act in excess of the limits 

contained in section 12(d)(1)(A) of the 

Act. 

18. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Acquiring Management Company, 

including a majority of the disinterested 

directors or trustees, will find that the 

advisory fees charged under such 

advisory contract are based on services 

provided that will be in addition to, 

rather than duplicative of, the services 

provided under the advisory contract(s) 

of any Fund in which the Acquiring 

Management Company may invest. 

These findings and their basis will be 

recorded fully in the minute books of 

the appropriate Acquiring Fund. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20983 Filed 8–31–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Thursday, September 3, 2009 at 2 

p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matters at the Closed 

Meeting. 

Commissioner Walter, as duty officer, 

voted to consider the items listed for the 

Closed Meeting in a closed session. 

The subject matter of the Closed 

Meeting scheduled for Thursday, 

September 3, 2009 will be: Institution 

and settlement of injunctive actions; 

institution and settlement of 

administrative proceedings; and other 

matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: The Office of the Secretary at 

(202) 551–5400. 

Dated: August 27, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–21166 Filed 8–28–09; 4:15 pm] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

Brooke Corporation; Order of 

Suspension of Trading 

August 28, 2009. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Brooke 

Corporation because it has not filed any 

periodic reports with the Commission 

since the period ended June 30, 2008. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above-listed 

company. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

mstockstill on DSKH9S0YB1PROD with NOTICES