Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 51203 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

7. The Board of the Fund, including 

a majority of the independent Board 

members, will adopt procedures 

reasonably designed to monitor any 

purchases of securities by the Fund in 

an Affiliated Underwriting, once an 

investment by an Investing Fund in 

Fund Shares 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 

Investing Fund in the Fund. The Board 

will consider, among other things: (i) 

Whether the purchases were consistent 

with the investment objectives and 

policies of the Fund; (ii) 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 (iii) 

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 

procedures designed to assure that 

purchases of securities in Affiliated 

Underwritings are in the best interest of 

shareholders of the Fund. 

8. 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 Investing 

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 Board’s determinations were made. 

9. Before investing in Fund Shares in 

excess of the limits in section 

12(d)(1)(A), an Investing Fund will 

execute a FOF Participation Agreement 

with the Fund stating that their 

respective boards of directors or trustees 

and their investment advisers, or 

Trustee and Sponsor, 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 Fund Shares in 

excess of the limit in section 

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

notify the Fund of the investment. At 

such time, the Investing Fund will also 

transmit to the Fund a list of the names 

of each Investing Fund Affiliate and 

Underwriting Affiliate. The Investing 

Fund will notify the Fund of any 

changes to the list as soon as reasonably 

practicable after a change occurs. The 

Fund and the Investing Fund will 

maintain and preserve a copy of the 

order, the FOF Participation 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. 

10. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Investing Management Company, 

including a majority of the independent 

directors or trustees, will find that the 

advisory fees charged under such 

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 Investing 

Management Company may invest. 

These findings and their basis will be 

recorded fully in the minute books of 

the appropriate Investing Management 

Company. 

11. Any sales charges and/or service 

fees charged with respect to shares of an 

Investing Fund will not exceed the 

limits applicable to a fund of funds as 

set forth in Conduct Rule 2830 of the 

NASD. 

12. No Fund will 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. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–23891 Filed 10–2–09; 8:45 am] 

BILLING CODE 8011–01–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, October 8, 2009 at 11 a.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 Casey, 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, 

October 8, 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: September 30, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–24026 Filed 10–1–09; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60739; File No. SR– 

NYSEAMEX–2009–63] 

Self-Regulatory Organizations; Notice 

of Filing of Proposed Rule Change by 

NYSE Amex LLC Permitting Affiliation 

With NYFIX Millennium L.L.C. and 

NYFIX Securities Corporation 

September 29, 2009. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on 

September 22, 2009, NYSE Amex LLC 

(‘‘NYSE Amex’’ or the ‘‘Exchange’’) filed 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
51204 Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 

4Outside of the U.S., the NYFIX Transaction 

Services Division also operates the desk agency 

execution business of NYFIX International in the 

U.K. and Euro Millennium, a multi-lateral trading 

facility for non-displayed liquidity in pan-European 

listed equities housed within NYFIX International. 

These services are not within the scope of the 

Exchange’s Proposed Rule Change. 5These orders are only executed if they find a 

match at or within the national best bid and offer 

by guaranteeing customers the best available ask 

price when buying securities, and the best available 

bid price when selling securities. If there is not a 

match, these orders are immediately routed to their 

ultimate destination. 6 15 U.S.C. 78a. 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 proposes to be 

affiliated with two registered brokerdealer subsidiaries of NYFIX, Inc. 

(‘‘NYFIX’’), NYFIX Millennium L.L.C. 

(‘‘NYFIX Millennium’’) and NYFIX 

Securities Corporation (‘‘NYFIX 

Securities’’), for a period not to exceed 

six months and subject to certain 

limitations and obligations relating to 

the relationship. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization 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 those 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 Exchange is making this 

submission in connection with the 

proposed acquisition of NYFIX by NYSE 

Technologies. On August 26, 2009, 

NYSE Technologies entered into an 

Agreement and Plan of Merger (as it 

may be amended from time to time, the 

‘‘Merger Agreement’’) with NYFIX and 

CBR Acquisition Corp., a Delaware 

corporation and a wholly owned 

subsidiary of NYSE Technologies. 

Under the terms of the Merger 

Agreement, CBR Acquisition Corp. will 

merge with and into NYFIX, with 

NYFIX surviving the merger as a direct 

wholly owned subsidiary of NYSE 

Technologies (the ‘‘Merger’’). Following 

the Merger, both the Exchange and 

NYFIX will be indirect wholly owned 

subsidiaries of NYSE Euronext and 

affiliates. 

As a result of the Merger, NYSE 

Technologies will acquire, among other 

things, NYFIX’s Transaction Services 

Division. In the U.S., the Transaction 

Services Division is currently comprised 

of two U.S. registered broker-dealer 

subsidiaries, NYFIX Millennium, which 

is also an alternative trading system 

registered under SEC Regulation ATS, 

and NYFIX Securities.4 Each has the 

Financial Industry Regulatory Authority 

(‘‘FINRA’’), an unaffiliated selfregulatory organization (‘‘SRO’’), as its 

designated examining authority. Neither 

broker-dealer is a member of the 

Exchange. The Exchange notes that 

there is competition in the market to 

provide introducing broker services to 

the Exchange and the Exchange believes 

that there will continue to be effective 

competition after the Merger. 

For purposes of this proposed rule 

change, Routing Services shall mean 

any of the activities of NYFIX 

Millennium and NYFIX Securities 

which relate to routing to marketplaces 

that are not operated by NYFIX, orders 

(including NYFIX Millennium ‘‘pass 

through’’ orders) which flow through 

the matching facility on their way to an 

exchange, electronic communications 

network, or ATS,5 and NYFIX 

Securities’ direct electronic market 

access and algorithmic trading products. 

The Exchange is currently exploring 

various alternatives for the Transaction 

Services Division. Because of the 

manner in which the Transaction 

Services Division may interact with the 

Exchange and its affiliates, which gives 

rise to concerns regarding (1) the 

potential for conflicts of interest in 

instances where an exchange is 

affiliated with a broker-dealer 

conducting an order routing business 

that may interact with the exchange 

itself, and (2) the potential for 

informational advantages that could 

place such an affiliated broker-dealer at 

a competitive advantage vis-a`-vis other 

non-affiliated broker-dealers, the 

Exchange proposes to be affiliated with 

NYFIX Millennium and NYFIX 

Securities for a period not to exceed six 

months and subject to the terms and 

conditions set out below. 

a. Conditions 

Accordingly, the Exchange represents 

as follows, in each case for so long as 

the Exchange is affiliated with NYFIX 

Millennium and NYFIX Securities, with 

respect to the Routing Services: 

(1) Neither NYFIX Millennium nor 

NYFIX Securities are members of the 

Exchange nor will they become 

members of the Exchange. 

(2) NYFIX does not offer order routing 

services other than the Routing Services, 

and none of the Routing Services will be 

modified unless such modification is 

approved by the Commission. 

(3) NYFIX will not engage in 

proprietary trading. 

(4) NYFIX will not accept any new 

clients for its Routing Services after the 

Merger. 

(5) There will continue to be 

independent functionality of, and full 

public access to, NYSE facilities. 

(6) There will be a complete 

separation between NYFIX, on the one 

hand, and the Exchange and its 

affiliates, on the other (e.g., no shared 

office space, no shared employees, no 

shared systems). 

The Exchange may furnish to NYFIX 

the same information on the same terms 

that the Exchange makes available in the 

normal course of business to any other 

person. Specifically: 

(a) NYFIX must not be provided an 

information advantage concerning the 

operation of the Exchange or any of its 

facilities, particularly regarding changes 

and improvements to the trading 

systems, that are not available to the 

industry generally. 

(b) NYFIX will be prevented from 

having any advance knowledge of 

proposed changes or modifications to 

the operations of the Exchange or their 

facilities, including but not limited to 

advance knowledge of related filings by 

the Exchange pursuant to Rule 19b–4 of 

the Securities Exchange Act of 1934.6

(c) NYFIX will not share employees or 

databases with the Exchange, any 

facility of the Exchange, or any other 

affiliate of the Exchange or their 

facilities, and will be housed in a 

separate office. 

(d) NYFIX will only be notified of any 

changes or improvements to any of the 

Exchange’s operations or trading 

facilities in the same manner that other 

persons are notified of such changes or 

improvements; 

(e) NYFIX will not disclose any 

system or design specifications, or any 

other information, to any employees of 

the Exchange, any facility of the 

Exchange, or any other affiliate of the 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 51205 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78a, et seq. 

9 15 U.S.C. 78f(b)(1). 

10 15 U.S.C. 78f(b)(5). 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

Exchange or their facilities that would 

give NYFIX an unfair advantage over its 

competitors. 

(f) None of the Exchange, any facility 

of the Exchange, or any other affiliate of 

the Exchange or their facilities will 

disclose any system or design 

specifications, or any other information, 

to any employees of NYFIX or any 

affiliate of NYFIX that would give the 

Exchange, any other facility of the 

Exchange, any other affiliate of the 

Exchange, or NYFIX an unfair advantage 

over its competitors. 

The Exchange believes these measures 

effectively address the concerns noted 

above regarding the potential for 

conflicts of interest and informational 

advantages favoring NYFIX Millennium 

and NYFIX Securities vis-a`-vis other 

non-affiliated market participants. 

2. Statutory Basis 

The Exchange believes that this filing 

is consistent with Section 6(b) 7 of the 

Exchange Act,8 in general, and furthers 

the objectives of Section 6(b)(1),9 in 

particular, in that it enables the 

Exchange to be so organized as to have 

the capacity to be able to carry out the 

purposes of the Exchange Act and to 

comply, and to enforce compliance by 

its exchange members and persons 

associated with its exchange members, 

with the provisions of the Exchange Act, 

the rules and regulations thereunder, 

and the rules of the Exchange. The 

Exchange also believes that this filing 

furthers the objectives of Section 

6(b)(5) 10 of the Exchange Act because 

the rules summarized herein would 

create a governance and regulatory 

structure that is designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. In particular, the 

Proposed Rule Change sets forth certain 

conditions under which the Routing 

Services will be provided so as to assure 

that the potential for conflicts of 

interests and informational advantages 

are adequately addressed. The 

conditions under which the Exchange is 

permitted to be affiliated with the 

entities conducting the Routing Services 

will also be limited to no more than 6 

months. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve the proposed 

rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

No. SR–NYSEAMEX–2009–63 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File No. 

SR–NYSEAMEX–2009–63. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of such filing also will be 

available for inspection and copying at 

the principal office of NYSE Amex. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File No. 

SR–NYSEAMEX–2009–63 and should 

be submitted on or before October 26, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–23850 Filed 10–2–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60720; File No. SR– 

NYSEAmex–2009–64] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NYSE 

Amex LLC Amending Commentary .06 

to Rule 903, Series of Options Open for 

Trading 

September 25, 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 

September 23, 2009, NYSE Amex LLC 

(‘‘NYSE Amex’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Commission is publishing this notice to 


cprice-sewell on DSK2BSOYB1PROD with NOTICES