Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 51197 

1The Initial Funds are the: Schwab U.S. Broad 

Market ETF TM, Schwab U.S. Large-Cap ETF TM, 

Schwab U.S. Large-Cap Growth ETF TM, Schwab 

U.S. Large-Cap Value ETF TM, Schwab U.S. SmallCap ETF TM (collectively, the ‘‘Domestic Initial 

Funds’’), Schwab International Equity ETF TM, 

Schwab International Small-Cap Equity ETF TM and 

Schwab Emerging Markets Equity ETF TM. 

2All entities that intend to rely on the order are 

named as applicants. Any other entity that relies on 

the order in the future will comply with the terms 

and conditions of the application. An Investing 

Fund (as defined below) may rely on the order only 

to invest in the Funds and not in any other 

registered investment company. 

3Applicants represent that each Fund will invest 

at least 80% of its total assets in the component 

securities that comprise its Underlying Index 

(‘‘Component Securities’’) and depositary receipts 

representing such securities. ‘‘Depositary Receipts’’ 

will typically be American Depositary Receipts, but 

may also include Global Depositary Receipts and 

European Depositary Receipts. Each Fund also may 

invest up to 20% of its assets in futures, options and 

swap contracts, cash and cash equivalents, as well 

as in stocks not included in its Underlying Index, 

but which the Adviser or Subadviser believes will 

help the Fund track its Underlying Index. 

University of Alabama, 425 Scientific 

Collections Bldg., Tuscaloosa, AL 

35487–0345. 

Activity for Which Permit Is Requested 

Take. The applicant plans to collect 3 

samples of Prasiola crispa, a terrestrial 

alga widespread in Antarctica. The 

samples are required for studies of 

molecular systematics of the order 

Prasiolales. Part will be used for DNA 

extraction and the rest of the samples 

will be deposited as voucher specimens 

in the herbarium of the University of 

Alabama. The DNA sample will be used 

for PCR and DNA sequencing. 

Location: Palmer Station area, Anvers 

Island. 

Dates: December 1, 2009 to July 31, 

2010. 

Nadene G. Kennedy, 

Permit Officer, Office of Polar Programs. 

[FR Doc. E9–23839 Filed 10–2–09; 8:45 am] 

BILLING CODE 7555–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28933; File No. 812–13628] 

Charles Schwab Investment 

Management, Inc., et al.; Notice of 

Application 

September 28, 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 OF APPLICATION: Applicants 

request an order that would permit (a) 

certain open-end management 

investment companies and their series 

to issue shares (‘‘Shares’’) that can be 

redeemed only in large aggregations 

(‘‘Creation Units’’); (b) secondary market 

transactions in Shares to occur at 

negotiated 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 

Units; 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: Schwab Strategic Trust 

(‘‘Trust’’) and Charles Schwab 

Investment Management, Inc. 

(‘‘Adviser’’). 

FILING DATES: The application was filed 

on January 30, 2009, and amended on 

June 30, 2009, and September 25, 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 October 22, 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 Charles Schwab 

Investment Management, Inc., 101 

Montgomery Street, SF120 KNY–14– 

101, San Francisco, CA 94104. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Sr., Senior Counsel at 

(202) 551–6868, or Julia Kim 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 as an openend management investment company 

that will offer multiple series and is 

organized as a Delaware statutory trust. 

The Trust will initially offer Shares of 

eight series (the ‘‘Initial Funds’’).1

Applicants request that the order apply 

to any future series of the Trust or of 

other open-end management companies, 

advised by the Adviser or an entity 

controlling, controlled by or under 

common control with the Adviser, that 

comply with the terms and conditions 

of this application whose performance 

will closely correspond to the price and 

yield performance of securities indices 

(collectively with the Initial Funds, the 

‘‘Funds’’).2

2. The Adviser or an entity 

controlling, controlled by or under 

common control with the Adviser will 

serve as the investment adviser to the 

Funds. The Adviser is registered as an 

investment adviser under the 

Investment Advisers Act of 1940, as 

amended (the ‘‘Advisers Act’’). In the 

future, the Adviser may enter into subadvisory agreements with one or more 

additional investment advisers to act as 

subadvisers to Funds (‘‘Subadvisers’’). 

Any Subadviser will be registered under 

the Advisers Act. A broker-dealer 

registered under the Securities 

Exchange Act of 1934 (the ‘‘Exchange 

Act’’) will act as distributor and the 

principal underwriter of the Funds (a 

‘‘Distributor’’). The Distributor will not 

be affiliated with the Adviser or a 

national securities exchange as defined 

in section 2(a)(26) of the Act 

(‘‘Exchange’’). 

3. Each Fund will consist of a 

portfolio of securities and other 

instruments (‘‘Portfolio Securities’’) 

selected to correspond to the price and 

yield performance of a specified 

securities index (each securities index is 

an ‘‘Underlying Index’’).3 Certain of the 

Funds may invest in equity securities or 

fixed income securities traded in foreign 

markets and seek investment results that 

closely correspond to the price and 

yield performance of Underlying Indices 

whose component securities include 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
51198 Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 

4The Index Providers to the Initial Funds are 

Dow Jones & Company, the Financial Times 

Limited and the London Exchange plc. 

5The Underlying Indices for the Initial Funds are 

the: Dow Jones U.S. Broad Stock Market Index SM, 

Dow Jones U.S. Large-Cap Total Stock Market 

Index SM, Dow Jones U.S. Large-Cap Growth Total 

Stock Market Index SM, Dow Jones U.S. Large-Cap 

Value Total Stock Market Index SM, Dow Jones U.S. 

Small-Cap Total Stock Market Index SM, FTSE 

Developed ex-US Index, FTSE Developed Small 

Cap ex-US Liquid Index and FTSE All-Emerging 

Index. 

6All 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 the disclosure requirements adopted by the 

Commission in Investment Company Act Release 

No. 28584 (Jan. 13, 2009). 

7Using the sampling strategy, the Adviser or 

Subadviser will select each security for inclusion in 

the Fund’s portfolio to have aggregate investment 

characteristics, fundamental characteristics, and 

liquidity measures similar to those of the Fund’s 

Underlying Index, taken in its entirety. 

8Each Fund will sell and redeem Creation Units 

on each day that a Fund is open, which includes 

any day that a Fund is required to be open under 

Section 22(e) of the Act (‘‘Business Day’’). Each 

Business Day, prior to the opening of trading on the 

Exchange, the list of names and amount of each 

security constituting the current Deposit Securities 

and the Cash Component will be made available. 

Any Exchange on which Shares are listed will 

disseminate, every 15 seconds during its regular 

trading hours, through the facilities of the 

Consolidated Tape Association an amount 

representing, on a per Share basis, the sum of the 

current value of the Deposit Securities and the 

estimated Cash Component. 

9When a rebalancing of a Fund’s portfolio is 

required, the Adviser might prefer to receive cash 

rather than in-kind stocks so that the Fund may 

avoid transaction costs involved in liquidating part 

of its portfolio to achieve the rebalancing. 

Additionally, in some circumstances or in certain 

countries, it may not be practicable or convenient, 

or permissible under the laws of certain countries 

or the regulations of certain foreign stock exchanges 

for an International Fund to operate exclusively on 

an in-kind basis. 

10Where a Fund permits an in-kind purchaser to 

substitute cash in lieu of depositing a portion of the 

Deposit Securities, the purchaser may be assessed 

a higher Transaction Fee to cover the cost of 

purchasing those securities including operational 

processing and brokerage costs, and part or all of 

the spread between the bid and the offer side of the 

market. 

11Shares will be registered in book-entry form 

only. DTC or its nominee will be the registered 

owner of all outstanding Shares. DTC or DTC 

Participants will maintain records reflecting 

beneficial owners of Shares. 

such securities (‘‘International Funds’’). 

No entity that creates, compiles, 

sponsors or maintains an Underlying 

Index (‘‘Index Provider’’) is or will 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 or 

a Fund, a promoter, the Adviser, a 

Subadviser, or a Distributor.4

4. The investment objective of each 

Fund will be to provide investment 

returns that closely correspond to the 

price and yield performance of its 

Underlying Index.5 The value of an 

Underlying Index will be updated at 

regular intervals throughout the trading 

day. For Domestic Initial Funds, the 

Underlying Index value will be 

disseminated every 15 seconds, and for 

International Funds the underlying 

index value will be disseminated every 

60 seconds throughout the trading day. 

Each Fund’s prospectus (‘‘Prospectus’’) 

will indicate whether the Fund will 

follow a replication or representative 

sampling strategy.6 A Fund using a 

replication strategy will invest in 

substantially all of the securities 

comprising its Underlying Index in the 

same approximate proportions as in the 

Underlying Index. In certain 

circumstances, such as when there are 

practical difficulties or substantial costs 

involved in compiling an entire 

Underlying Index or when a Component 

Security of an Underlying Index is 

illiquid, a Fund may use a 

representative sampling strategy 

pursuant to which it will invest in 

some, but not all of the Component 

Securities of its Underlying Index.7

Applicants expect that each Fund will 

have a tracking error relative to the 

performance of its Underlying Index of 

no more than 5 percent. 

5. The initial price of Shares is 

expected to range between $25 and 

$100, and the initial price of Creation 

Units is expected to range from 

$625,000 to $10,000,000. Creation Units 

will be aggregations of least 25,000 

Shares. Orders to purchase Creation 

Units 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 (‘‘DTC,’’ and such participant, 

‘‘DTC Participant’’). Shares of each 

Fund generally will be sold in Creation 

Units in exchange for an in-kind deposit 

by the purchaser of a portfolio of 

securities designated by the Adviser (the 

‘‘Deposit Securities’’), together with the 

deposit or refund of a specified cash 

payment (‘‘Cash Component’’). The 

Cash Component is an amount equal to 

the difference between, if any, (a) the 

net asset value (‘‘NAV’’) (per Creation 

Unit) of a Fund and (b) the market value 

(per Creation Unit) of the Deposit 

Securities.8 Each Fund may permit or 

require, under certain circumstances, an 

in-kind purchaser of Creation Units to 

substitute cash in lieu of depositing 

some or all of the Deposit Securities if 

the Adviser believes such method 

would substantially minimize the 

Fund’s transactional costs or would 

enhance the Fund’s operational 

efficiencies.9

6. An investor purchasing or 

redeeming a Creation Unit 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 

Units.10 The Transaction Fees relevant 

to each Fund and the method of 

calculating these Transaction Fees, 

which will be the same for purchase and 

redemption transactions, will be fully 

disclosed in the Prospectus of such 

Fund or statement of additional 

information (‘‘SAI’’). The Distributor 

will be responsible for delivering the 

Fund’s Prospectus to those persons 

purchasing Creation Units and for 

maintaining records of both the orders 

placed with it and the confirmations of 

acceptance furnished by it. In addition, 

the Distributor will maintain a record of 

the instructions given to the applicable 

Fund to implement the delivery of its 

Shares. 

7. Purchasers of Shares in Creation 

Units may hold such Shares or may 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 an Exchange on 

which the Shares are listed will be 

designated to act as a specialist or a 

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/ask market. 

Shares sold in the secondary market 

will be subject to customary brokerage 

commissions and charges. 

8. Applicants expect that purchasers 

of Creation Units will include 

institutional investors and arbitrageurs. 

A specialist or market maker, in 

providing a fair and orderly secondary 

market for the Shares, also may 

purchase Creation Units for use in its 

market-making activities. Applicants 

expect that secondary market 

purchasers of Shares will include both 

institutional investors and retail 

investors.11 Applicants expect that the 

price at which Shares trade will be 

disciplined by arbitrage opportunities 

created by the option to continually 

purchase or redeem Creation Units at 

their NAV, which should ensure that 

Shares will not trade at a material 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 51199 

12As a general matter, the Deposit Securities and 

Fund Securities will correspond pro rata to a 

Fund’s portfolio, but Fund Securities received on 

redemption may not always be identical to Deposit 

Securities deposited in connection with the 

purchase of Creation Units for the same day. A 

Fund will comply with the federal securities laws 

in accepting Deposit Securities and satisfying 

redemptions with Fund Securities, including that 

the Deposit Securities and Fund Securities are sold 

in transactions that would be exempt from 

registration under the Securities Act. 

discount or premium in relation to their 

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 Units only. To 

redeem, an investor will have to 

accumulate enough Shares to constitute 

a Creation Unit. Redemption orders 

must be placed by or through an 

Authorized Participant. An investor 

redeeming a Creation Unit generally 

will receive (a) a particular portfolio of 

securities designated to be delivered for 

Creation Unit redemptions (‘‘Fund 

Securities’’) on the Business Day that 

the request for redemption is 

submitted 12 and (b) a ‘‘Cash 

Redemption Amount,’’ consisting of an 

amount equal to the difference between 

the NAV of the Shares being redeemed 

and the market value of the Fund 

Securities. An investor may receive the 

cash equivalent of a Fund Security in 

certain circumstances, such as if the 

investor is constrained from effecting 

transactions in the security by 

regulation or policy. 

10. Neither the Trust nor any Fund 

will be marketed or otherwise held out 

as a traditional open-end investment 

company or a mutual fund. Instead, 

each Fund will be marketed as an 

‘‘exchange-traded fund.’’ All marketing 

materials that describe the features or 

method of obtaining, buying or selling 

Creation Units 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 Units only. The same approach 

will be followed in the Prospectus, SAI, 

shareholder reports and any marketing 

or advertising materials. The Funds will 

provide copies of their annual and semiannual shareholder reports to DTC 

Participants 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, 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 Units only. 

Applicants state that investors may 

purchase Shares in Creation Units and 

redeem Creation Units from each Fund. 

Applicants state that because Creation 

Units may always be purchased and 

redeemed at NAV, the market price of 

the Shares should not vary substantially 

from their 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 

repurchasing 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) assure an orderly distribution of 

investment company shares by 

eliminating price competition from 

dealers offering shares at less than the 

published sales price and repurchasing 

shares at 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 

involve a Fund as a party 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 arbitrage 

activity should 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 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
51200 Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 

13Rule 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. 

14An ‘‘Investing Fund Affiliate’’ is an Investing 

Fund Adviser, Investing Fund Subadviser, Sponsor, 

promoter, and principal underwriter of an Investing 

Fund, and any person controlling, controlled by, or 

under common control with any of these entities. 

A ‘‘Fund Affiliate’’ is an investment adviser, 

promoter, or principal underwriter of a Fund and 

any person controlling, controlled by or under 

common control with any of these entities. 

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 of 

Creation Units of the 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 for underlying foreign Portfolio 

Securities held by the International 

Funds. Applicants state that in certain 

circumstances delivery cycles for 

transferring Fund Securities to 

redeeming investors, coupled with local 

market holiday schedules, will require a 

delivery process of up to twelve 

calendar days for certain International 

Funds. Applicants request relief under 

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

to allow the International Funds to pay 

redemption proceeds up to twelve 

calendar days after a redemption request 

is received and in proper form. Except 

as disclosed in the relevant 

International Fund’s Prospectus and/or 

SAI, applicants expect that each 

International Fund will be able to 

deliver redemption proceeds within 

seven days.13

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 SAI will 

disclose those local holidays in a given 

year that are expected to prevent the 

delivery of redemption proceeds in 

seven calendar days, and the maximum 

number of days, up to twelve calendar 

days, needed to deliver the proceeds for 

the relevant International Fund. 

Applicants are not seeking relief from 

section 22(e) with respect to 

International Funds that do not effect 

redemptions of Creation Units 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 and unit investment trusts 

registered under the Act that are not 

sponsored or advised 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 and that have entered into a 

participation agreement with a Fund 

(such agreement, a ‘‘FOF Participation 

Agreement,’’ such management 

investment companies, the ‘‘Investing 

Management Companies,’’ such unit 

investment trusts, the ‘‘Investing 

Trusts,’’ and the Investing Trusts, 

together with the Investing Management 

Companies, the ‘‘Investing Funds’’) to 

acquire shares of a Fund beyond the 

limits of section 12(d)(1)(A). Investing 

Funds do not include the Funds. In 

addition, applicants seek relief to permit 

the Funds, the Distributor and any other 

broker or dealer that is registered under 

the Exchange Act to sell Shares to an 

Investing Fund in excess of the limits of 

section 12(d)(1)(B). 

11. Each Investing Management 

Company will be advised by an 

investment adviser within the meaning 

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

‘‘Investing Fund Adviser’’) and may be 

subadvised by one or more investment 

advisers within the meaning of section 

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

‘‘Investing Fund Subadviser’’). Each 

Investing Fund Adviser and any 

Investing Fund Subadviser will be 

registered under the Advisers Act. Each 

Investing 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 sections 

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 

Investing Funds nor an Investing Fund 

Affiliate would be able to exert undue 

influence over the Funds.14 To limit the 

control that an Investing Fund may have 

over a Fund, applicants propose a 

condition prohibiting an Investing Fund 

Adviser or a Sponsor, any person 

controlling, controlled by, or under 

common control with an Investing 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 Investing 

Fund Adviser or Sponsor, or any person 

controlling, controlled by, or under 

common control with an Investing Fund 

Adviser or Sponsor (‘‘Investing Fund’s 

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 Investing Fund Subadviser, 

any person controlling, controlled by, or 

under common control with the 

Investing 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 

Investing Fund Subadviser or any 

person controlling, controlled by, or 

under common control with the 

Investing Fund Subadviser (‘‘Investing 

Fund’s Subadvisory Group’’). 

Applicants propose other conditions to 

limit the potential for undue influence 

over the Funds, including that no 

Investing Fund or Investing 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, Investing Fund Adviser, 

Investing Fund Subadviser, employee or 

Sponsor of the Investing Fund, or a 

person of which any such officer, 

director, member of an advisory board, 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 51201 

15Any references to NASD Conduct Rule 2830 

include any successor or replacement Rule to NASD 

Conduct Rule 2830 that may be adopted by the 

Financial Industry Regulatory Authority. 

16Applicants acknowledge that the receipt of 

compensation by (a) an affiliated person of an 

Investing Fund, or an affiliated person of such 

person, for the purchase by the Investing Fund of 

Shares of a Fund 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 Investing Fund, 

may be prohibited by Section 17(e)(1) of the Act. 

The FOF Participation Agreement also will include 

this acknowledgment. 

17Applicants believe that an Investing Fund 

generally will purchase Shares in the secondary 

market and will not purchase or redeem Creation 

Units directly from a Fund. However, the requested 

relief would apply to direct sales of Creation Units 

by a Fund to an Investing Fund and in-kind 

redemptions of those Shares. 

Investing Fund Adviser, Investing Fund 

Subadviser, employee, or Sponsor is an 

affiliated person (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 several 

proposed conditions address any 

concerns regarding excessive layering of 

fees. The board of directors or trustees 

of any Investing 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 be required 

to find that the advisory fees charged to 

the Investing 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 

Investing Management Company may 

invest. In addition, except as provided 

in condition B.5, an Investing Fund 

Adviser or a trustee of an Investing 

Fund (‘‘Trustee’’) or Sponsor of an 

Investing Trust will, as applicable, 

waive fees otherwise payable to it by the 

Investing 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 Investing 

Fund Adviser or Trustee or Sponsor or 

an affiliated person of the Investing 

Fund Adviser, Trustee or Sponsor, from 

the Fund in connection with the 

investment by the Investing Fund in the 

Fund. Applicants state that any sales 

loads or service fees charged with 

respect to shares of an Investing 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’’).15

15. Applicants submit that the 

proposed arrangement will not create an 

overly complex fund structure. 

Applicants note that no Fund will 

acquire securities of any investment 

company or company relying on 

sections 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 

Investing Funds comply with the terms 

and conditions of the requested relief 

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

Fund that intends to invest in a Fund in 

reliance on the requested order will 

enter into a FOF Participation 

Agreement requiring the Investing Fund 

to adhere to the terms and conditions of 

the requested order. The FOF 

Participation Agreement also will 

include an acknowledgement from the 

Investing Fund that it may rely on the 

requested 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 in Creation Units by an Investing 

Fund. To the extent that an Investing 

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 FOF Participation Agreement 

prior to any investment by an Investing 

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 purchasing 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 in 

order to permit in-kind purchases and 

redemptions of Creation Units from the 

Funds by persons that 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 the Trust or 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 or an entity 

controlling, controlled by or under 

common control with Adviser. 

19. Applicants assert that no useful 

purpose would be served by prohibiting 

these types of affiliated persons from 

purchasing or redeeming Creation Units 

through ‘‘in-kind’’ transactions. The 

composition of the basket of securities 

and cash for both in-kind purchases and 

in-kind redemptions of Creation Units 

will be the same for all purchasers and 

redeemers. 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 specified 

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 Investing Fund to 

sell its Shares to and redeem its Shares 

from an Investing Fund, and to engage 

in the accompanying in-kind 

transactions with the Investing Fund.16

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 

Investing Fund for the purchase or 

redemption of Shares directly from a 

Fund will be based on the NAV of the 

Shares.17 Applicants believe that any 

proposed transactions directly between 

the Funds and Investing Funds will be 

consistent with the policies of each 

Investing Fund. The proposed 

transactions will comply with the 

investment restrictions of the Investing 

Fund and be consistent with its 

investment policies as set forth in its 

registration statement. The FOF 

Participation Agreement will require 

any Investing Fund that relies on the 

relief to purchase Shares directly from 

a Fund to represent that its purchases 

are permitted under its investment 

restrictions and consistent with the 

investment policies described in its 

registration statement. 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
51202 Federal Register / Vol. 74, No. 191 / Monday, October 5, 2009 / Notices 

18See note 6, supra. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 18

A. Exchange-Traded Fund Relief 

1. Each Prospectus will clearly 

disclose that, for purposes of the Act, 

Shares are issued by a registered 

investment company and that the 

acquisition of Shares by investment 

companies and companies relying on 

sections 3(c)(1) or 3(c)(7) of the Act 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 a FOF Participation Agreement 

with the Fund regarding the terms of the 

investment. 

2. As long as the Funds operate in 

reliance on the requested order, the 

Shares of the Funds 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 Prospectus will prominently 

disclose that the Shares are not 

individually redeemable shares and will 

disclose that the owners of the Shares 

may acquire those Shares from the Fund 

and tender those Shares for redemption 

to the Fund in Creation Units only. Any 

advertising material that describes the 

purchase or sale of Creation Units or 

refers to redeemability will prominently 

disclose that the Shares are not 

individually redeemable and that 

owners of the Shares may acquire those 

Shares from the Fund and tender those 

Shares for redemption to the Fund in 

Creation Units only. 

4. The Web site for the Funds, which 

is and 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 Bid/Ask Price, and a 

calculation of the premium or discount 

of the Bid/Ask Price against such NAV; 

and (b) data in chart format displaying 

the frequency distribution of discounts 

and premiums of the daily Bid/Ask 

Price against the NAV, within 

appropriate ranges, for each of the four 

previous calendar quarters (or for the 

life of the Fund, if shorter). 

5. The Prospectus and annual report 

for each Fund will also include: (a) the 

information listed in condition A.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 (or for 

the life of the Fund, if shorter), and (b) 

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 Bid/Ask 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. 

B. Section 12(d)(1) Relief 

1. The members of the Investing 

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 the Investing 

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 Shares of a 

Fund, the Investing Fund’s Advisory 

Group or the Investing Fund’s 

Subadvisory Group, each in the 

aggregate, becomes a holder of more 

than 25 percent of the outstanding 

Shares of a Fund, it will vote its Shares 

of the Fund in the same proportion as 

the vote of all other holders of the 

Fund’s Shares. This condition does not 

apply to the Investing Fund’s 

Subadvisory Group with respect to a 

Fund for which the Investing Fund 

Subadviser or a person controlling, 

controlled by or under common control 

with the Investing Fund Subadviser acts 

as the investment adviser within the 

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

Act. 

2. No Investing Fund or Investing 

Fund Affiliate will cause any existing or 

potential investment by the Investing 

Fund in a Fund to influence the terms 

of any services or transactions between 

the Investing Fund or an Investing Fund 

Affiliate and the Fund or a Fund 

Affiliate. 

3. The board of directors or trustees of 

an Investing Management Company, 

including a majority of the independent 

directors or trustees, will adopt 

procedures reasonably designed to 

assure that the Investing Fund Adviser 

and any Investing Fund Subadviser are 

conducting the investment program of 

the Investing Management Company 

without taking into account any 

consideration received by the Investing 

Management Company or an Investing 

Fund Affiliate from a Fund or a Fund 

Affiliate in connection with any services 

or transactions. 

4. Once an investment by an Investing 

Fund in Fund Shares exceeds the limit 

in section l2(d)(1)(A)(i) of the Act, the 

Board of a Fund, including a majority of 

the independent Board members, will 

determine that any consideration paid 

by the Fund to the Investing Fund or an 

Investing Fund Affiliate in connection 

with any services or transactions: (i) Is 

fair and reasonable in relation to the 

nature and quality of the services and 

benefits received by the Fund; (ii) 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 (iii) 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). 

5. The Investing Fund Adviser, or 

Trustee or Sponsor, as applicable, will 

waive fees otherwise payable to it by the 

Investing Fund in an amount at least 

equal to any compensation (including 

fees received pursuant to any plan 

adopted by a Fund under rule 12b–l 

under the Act) received from a Fund by 

the Investing Fund Adviser, or Trustee 

or Sponsor, or an affiliated person of the 

Investing Fund Adviser, or Trustee or 

Sponsor, other than any advisory fees 

paid to the Investing Fund Adviser, or 

Trustee or Sponsor, or its affiliated 

person by the Fund, in connection with 

the investment by the Investing Fund in 

the Fund. Any Investing Fund 

Subadviser will waive fees otherwise 

payable to the Investing Fund 

Subadviser, directly or indirectly, by the 

Investing Management Company in an 

amount at least equal to any 

compensation received from a Fund by 

the Investing Fund Subadviser, or an 

affiliated person of the Investing Fund 

Subadviser, other than any advisory fees 

paid to the Investing Fund Subadviser 

or its affiliated person by the Fund, in 

connection with the investment by the 

Investing Management Company in the 

Fund made at the direction of the 

Investing Fund Subadviser. In the event 

that the Investing Fund Subadviser 

waives fees, the benefit of the waiver 

will be passed through to the Investing 

Management Company. 

6. No Investing Fund or Investing 

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 an Affiliated 

Underwriting. 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
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