Federal Register / Vol. 74, No. 189 / Thursday, October 1, 2009 / Notices 50851 

date, and registration rights will be the 

same for the Company as for the Funds. 

The grant to the Funds, but not the 

Company, of the right to nominate a 

director for election to a portfolio 

company’s board of directors, the right 

to have an observer on the board of 

directors or similar rights to participate 

in the governance or management of the 

portfolio company will not be 

interpreted so as to violate this 

condition 6, if conditions 2(c)(iii)(A) 

and (B) are met. 

7. If any of the Funds elects to sell, 

exchange or otherwise dispose of an 

interest in a security that was acquired 

by the Company and the Funds in a CoInvestment Transaction, the Adviser 

will: 

(a) notify the Company of the 

proposed disposition at the earliest 

practical time; and 

(b) formulate a recommendation as to 

participation by the Company in any 

such disposition and provide a written 

recommendation to the Independent 

Directors. The Company will have the 

right to participate in such disposition 

on a proportionate basis, at the same 

price and on the same terms and 

conditions as those applicable to the 

Funds. The Company will participate in 

such disposition to the extent that a 

Required Majority determines that it is 

in the Company’s best interests to do so. 

The Company and each of the Funds 

will bear its own expenses in 

connection with any such disposition. 

8. If any of the Funds desires to make 

a ‘‘follow-on investment’’ (i.e., an 

additional investment in the same 

entity) in a portfolio company whose 

securities were acquired by the 

Company and the Funds in a CoInvestment Transaction or to exercise 

warrants or other rights to purchase 

securities of the issuer, the Adviser will: 

(a) notify the Company of the 

proposed disposition at the earliest 

practical time; and 

(b) formulate a recommendation as to 

the proposed participation, including 

the amount of the proposed follow-on 

investment, by the Company and 

provide a written recommendation to 

the Independent Directors. 

The Independent Directors will make 

their own determination with respect to 

follow-on investments. To the extent 

that: 

(i) the amount of a follow-on 

investment is not based on the 

Company’s and the Funds’ initial 

investments; and 

(ii) the aggregate amount 

recommended by the Adviser to be 

invested by the Company in such 

follow-on investment, together with the 

amount proposed to be invested by the 

Funds in the same transaction, exceeds 

the amount of the follow-on investment 

opportunity, the amount invested by 

each such party will be allocated among 

them pro rata based on the ratio of each 

party’s total assets to the aggregated 

total assets of both parties, up to the 

maximum amount to be invested by 

each. The Company will participate in 

such investment to the extent that the 

Required Majority determines that it is 

in the Company’s best interest. The 

acquisition of follow-on investments as 

permitted by this condition will be 

subject to the other conditions set forth 

in the application. 

9. The Independent Directors will be 

provided quarterly for review all 

information concerning Co-Investment 

Transactions, including investments 

made by the Funds that the Company 

considered but declined to participate 

in, so that the Independent Directors 

may determine whether all investments 

made during the preceding quarter, 

including those investments which the 

Company considered but declined to 

participate, comply with the conditions 

of the order. In addition, the 

Independent Directors will consider at 

least annually the continued 

appropriateness of the standards 

established for co-investments by the 

Company, including whether the use of 

the standards continues to be in the best 

interests of the Company and its unitholders and does not involve 

overreaching on the part of any person 

concerned. 

10. The Company will maintain the 

records required by section 57(f)(3) of 

the Act as if each of the investments 

permitted under these conditions were 

approved by the Independent Directors 

under section 57(f). 

11. No Independent Directors will 

also be a director, general partner, 

managing member or principal, or 

otherwise an ‘‘affiliated person’’ (as 

defined in the Act) of any of the Funds. 

12. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the 1933 Act) 

shall, to the extent not payable by the 

Adviser under the Funds’ Agreements, 

be shared by the Company and the 

Funds in proportion to the relative 

amounts of their securities to be 

acquired or disposed of, as the case may 

be. 

13. Any transaction fee (including 

break-up or commitment fees but 

excluding broker’s fees contemplated by 

section 17(e)(2) of the Act) received in 

connection with a Co-Investment 

Transaction will be distributed to the 

Company and the Funds on a pro rata 

basis based on the amount they invested 

or committed, as the case may be, in 

such Co-Investment Transaction. If any 

transaction fee is to be held by the 

Adviser pending consummation of the 

transaction, the fee will be deposited 

into an account maintained by the 

Adviser at a bank or banks having the 

qualifications prescribed in section 

26(a)(1) of the Act, and the account will 

earn a competitive rate of interest that 

will also be divided pro rata between 

the Company and the Funds based on 

the amount they invest in such CoInvestment Transaction. None of the 

Funds, nor any affiliated person of the 

Company will receive additional 

compensation or remuneration of any 

kind (other than (i) the pro rata 

transaction fees described above and (ii) 

investment advisory fees paid in 

accordance with the Funds’ 

Agreements) as a result of or in 

connection with a Co-Investment 

Transaction. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–23730 Filed 9–30–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Consumers Financial 

Corporation; Order of Suspension of 

Trading 

September 29, 2009. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Consumers 

Financial Corporation because it has not 

filed any periodic reports since the 

period ended December 31, 2005. 

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 

Act of 1934, that trading in the 

securities of the above-listed company is 

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

EDT, on September 29, 2009, through 

11:59 p.m. EDT, on October 12, 2009. 


PWALKER on DSK8KYBLC1PROD with NOTICES
50852 Federal Register / Vol. 74, No. 189 / Thursday, October 1, 2009 / Notices 

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

2 15 U.S.C. 78s(b)(3)(A)(iii). 

3 17 CFR 240.19b–4(f)(4). 

4The Commission has modified the text of the 

summaries prepared by DTC. 

5For more information about The Options 

Clearing Corporation’s Options Symbology 

Initiative see the most recent plan at http:// 

www.theocc.com/initiatives/symbology/ 

implementation_plan.jsp. 

6 DTC’s Payment Order service provides 

participants with a method for settling amounts of 

money related to securities transactions that are 

effected separately through DTC earlier on the same 

day or on a previous day. Payment orders can be 

used to collect option contract premiums and markto-market open contracts such as stock loans. 

7For more information regarding the record 

layout changes, see DTC Important Notice B#5422 

which is attached to Filing No. SR–DTC–2009–15 

as Exhibit 2. 

8 15 U.S.C. 78s(b)(3)(A)(iii). 

9 17 CFR 240.19b–4(f)(4). 

By the Commission. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–23805 Filed 9–29–09; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60704; File No. SR–DTC– 

2009–15] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Related to the 

Payment Order System for Premium 

Payment Orders 

September 22, 2009. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 notice is hereby given that on 

August 28, 2009, The Depository Trust 

Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change described in Items I, II, and III 

below, which items have been prepared 

primarily by DTC. DTC filed the 

proposal pursuant to Section 

19(b)(3)(A)(iii) of the Act 2 and Rule 

19b–4(f)(4) 3 thereunder so that the 

proposal was effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the rule change from 

interested parties. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The proposed rule change establishes 

technical changes which are nonsubstantive in nature and are to support 

the industry wide Options Symbology 

Initiative. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

DTC 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. DTC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements.4

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

Today, many organizations that 

support trading in listed options are 

restricted in their ability to identify and 

process exchange listed option 

contracts. These organizations typically 

use a three to five alpha character 

representation. The first one to three 

characters identify the option root 

symbol and the remaining two alpha 

characters identify the expiration 

month, call/put indicator, and strike 

price. 

In an effort to standardize option 

symbols and overhaul the existing 

method of identifying exchange-listed 

options contracts, The Options Clearing 

Corporation (‘‘OCC’’) is spearheading 

the industry-wide adoption of the 

Options Symbology Initiative (‘‘OSI’’). 

The OSI supports the elimination of 

alpha codes that are currently used to 

denote expiration month, call/put code, 

and strike price.5 As a result of the OSI, 

DTC has to modify its record layouts for 

its Payment Order system 6 in order to 

comply with the symbology defined by 

the OSI. This includes the expansion of 

field sizes and the addition of new 

fields. These changes will increase 

efficiency and improve the mechanism 

for Participants to perform under the 

OSI initiative. The proposed 

modifications in reference to Participant 

input and output formats will include 

the expansion of field sizes for OCC 

related fields that currently exist in the 

‘‘comments field’’ and the addition of 

new fields to DTC’s PBS screens MQ/ 

NDM/CF2 record layouts and ISO 

message formats.7

OCC has requested that DTC 

implement these changes on October 30, 

2009, so that OCC members can begin to 

migrate to the new formats. OCC has 

mandated that OCC members be ready 

to use the new formats by February 12, 

2010. 

The proposed rule change is 

consistent with the requirements of 

Section 17A of the Act and the rules and 

regulations thereunder. It will promote 

the prompt and accurate clearance and 

settlement of securities transactions 

because the modification in record 

layouts to conform to the new 

symbology series key as defined by the 

OSI will increase efficiency and 

improve the mechanism for DTC 

Participants to perform under the OSI 

initiative. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

DTC does not believe that the 

proposed rule change will have any 

impact or impose any burden on 

competition as it merely makes changes 

to the record layouts for DTC’s Payment 

Order System. 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments relating to the 

proposed rule change have not yet been 

solicited or received. DTC will notify 

the Commission of any written 

comments received by DTC. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing proposed rule change 

has become effective upon filing 

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

the Act 8 and Rule 19b–4(f)(4) 9

thereunder because the proposed rule 

change effects a change in an existing 

service of a registered clearing agency 

that: (i) Does not adversely affect the 

safeguarding of securities or funds in 

the custody or control of the clearing 

agency or for which it is responsible and 

(ii) does not significantly affect the 

respective rights or obligations of the 

clearing agency or persons using the 

service. At any time within sixty days 

of the filing of the proposed rule change, 

the Commission may summarily 

abrogate such rule change if it appears 

to the Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 


PWALKER on DSK8KYBLC1PROD with NOTICES