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

45268 Federal Register / Vol. 74, No. 168 / Tuesday, September 1, 2009 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

5 15 U.S.C. 78f(b). 

6 15 U.S.C. 78f(b)(5). 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). 

9 17 CFR 240.19b–4(f)(6)(iii). In addition, Rule 

19b–4(f)(6)(iii) requires that a self-regulatory 

organization submit to the Commission written 

notice of its intent to file the proposed rule change, 

along with a brief description and text of the 

proposed rule change, at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

10 Id. 

11See SR–BATS–2009–028, Item 7. 

12For the purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

Act of 1934, that trading in the 

securities of the above-listed company is 

suspended for the period from 9:30 a.m. 

EDT, August 28, 2009 through 11:59 

p.m. EDT, on September 11, 2009. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–21142 Filed 8–28–09; 11:15 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60569; File No. SR–BATS– 

2009–028] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend BATS Rule 

11.9, Entitled ‘‘Orders and Modifiers,’’ 

and BATS Rule 11.13, Entitled ‘‘Order 

Execution.’’ 

August 26, 2009. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on August 

21, 2009, BATS Exchange, Inc. (‘‘BATS’’ 

or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange has 

designated this proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f)(6)(iii) 

thereunder,4 which renders it effective 

upon filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is proposing to amend 

BATS Rules 11.9, entitled ‘‘Orders and 

Modifiers,’’ and 11.13, entitled ‘‘Order 

Execution,’’ to remove an order type (a 

‘‘BATS Only BOLT Order’’) and 

processing method (‘‘BOLT Routing’’) 

that each provide an optional display 

period through which a marketable 

order is displayed to Exchange Users 

(and market data recipients) for a brief 

period of time designated by the 

Exchange prior to being routed, 

cancelled, or posted to the BATS Book. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.batstrading.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to remove language which 

allows marketable orders to be 

displayed to Exchange Users (and 

market data recipients) prior to being 

routed, cancelled, or posted to the BATS 

Book. Specifically, the Exchange 

currently offers both an order type and 

a pre-routing processing method that, 

after first seeking to execute against the 

BATS Book, permit the order to be 

displayed as a marketable order at the 

NBB for a sell order or the NBO for a 

buy order to Exchange Users and market 

data recipients for a brief, variable 

amount of time (not to exceed 500 

milliseconds) for potential execution. 

2. Statutory Basis 

The rule change proposed in this 

submission is consistent with the 

requirements of the Act and the rules 

and regulations thereunder that are 

applicable to a national securities 

exchange, and, in particular, with the 

requirements of Section 6(b) of the Act.5

Specifically, the proposed change is 

consistent with Section 6(b)(5) of the 

Act,6 because it would promote just and 

equitable principles of trade, remove 

impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system, and, in 

general, protect investors and the public 

interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change imposes any 

burden on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing rule change 

does not: (1) Significantly affect the 

protection of investors or the public 

interest; (2) impose any significant 

burden on competition; and (3) become 

operative for 30 days after the date of 

this filing, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 7 and Rule 19b– 

4(f)(6) thereunder.8

A proposed rule change filed under 

Rule 19b–4(f)(6) normally may not 

become operative prior to 30 days after 

the date of filing.9 However, Rule 19b– 

4(f)(6)(iii) 10 permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange has requested that the 

Commission waive the 30-day operative 

delay. The Exchange requests this 

waiver because it plans to stop 

supporting the order type and prerouting processing method that are 

being deleted through the proposal as of 

September 1, 2009.11 Based on the 

foregoing, the Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest and 

hereby designates the proposal 

operative on September 1, 2009.12

At any time within 60 days of the 

filing of such proposed rule change the 

mstockstill on DSKH9S0YB1PROD with NOTICES