52520 Federal Register / Vol. 74, No. 196 / Tuesday, October 13, 2009 / Notices 

participate in any discretionary tender 

on the same basis as any similarly 

situated holder of floating rate interests; 

(ii) the Fund must participate in any 

mandatory tender on the same basis as 

each similarly situated holder; and (iii) 

less than 50% of the floating rate 

interests are owned by Funds (and other 

discretionary accounts) managed by the 

Fund’s Adviser. 

(b) In the case of such arrangements 

structured after the closing of the Joint 

Venture: 

(i) The Necessary Majority of the 

Fund’s Board will adopt procedures 

designed to assure that it is in the best 

interests of the Fund to participate in 

any such arrangements. Such 

procedures will take into consideration, 

among other things, the terms of the 

arrangement, the nature of the 

respective interests in the trusts that 

may be held by the Trading Entity and 

the Funds, and the circumstances under 

which the Trading Entity may cause 

termination of the trust and the transfer 

of the underlying bonds back to the 

Fund; and 

(ii) where a Trading Entity owns the 

residual interest and a Fund owns a 

floating rate interest: (1) The Fund must 

be eligible to participate in any 

discretionary tender on the same basis 

as any similarly situated holder of 

floating rate interests; (2) the Fund must 

participate in any mandatory tender on 

the same basis as each similarly situated 

holder; and (3) less than 50% of the 

floating rate interests must be owned by 

Funds (and other discretionary 

accounts) managed by the Fund’s 

Adviser. 

(c) Before any such arrangements are 

entered into pursuant to the exemption, 

where the Fund holds the residual 

interest, the Fund or the Adviser must 

obtain competitive quotations from at 

least two unaffiliated institutions with 

respect to fees charged by such 

institutions for acting as liquidity 

provider or remarketing agent, except 

that if quotations are unavailable from 

two such institutions, only one other 

competitive quotation is required. Any 

fees paid to the Trading Entity as 

liquidity provider or remarketing agent 

will be no greater than the lowest of 

such quotations, unless the Board finds 

that such difference is justified by a 

corresponding difference in the nature 

of the services provided. 

7. With respect to ABS or MBS that 

are newly issued by special purpose 

entities sponsored by a Trading Entity 

(or an affiliate) under circumstances in 

which both the following are true: (a) 

The residual interest in the special 

purpose entity is owned directly or 

indirectly by the Trading Entity (or an 

affiliate); and (b) the Trading Entity (or 

an affiliate) acts as the servicer of assets, 

purchases of such securities will be 

made by a Fund only where, based on 

relevant information that is reasonably 

available to the Adviser, the Adviser 

believes that, upon the close of the 

transaction, Funds (and other 

discretionary advisory accounts) 

managed by the Adviser will purchase 

less than 50% of the dollar amount of 

securities of each class acquired by the 

Fund in the aggregate, and the Fund 

participates in each such class on the 

same terms as other purchasers of that 

class. 

8. With respect to a syndicated loan 

facility in which a Fund and a Trading 

Entity participate in a manner that 

might otherwise be prohibited by 

section 17(d) of the Act and rule 17d– 

1 thereunder: (a) The participation by 

the Fund and the Trading Entity will 

involve no coordination between the 

Fund and the Trading Entity beyond 

that of a type the Trading Entity engages 

in with other unaffiliated participants in 

such facility; (b) the terms of the Fund’s 

participation in the facility (to the 

extent within the knowledge and 

control of the Trading Entity) will be on 

a basis no less advantageous than that 

of other similarly situated participants 

(i.e., the Fund will receive the same 

priority, security, interest rate and fees 

as other participants in the same tranche 

or other portion of the loan in which the 

Fund is a participant), except to the 

extent such difference is related to 

services performed with respect to the 

facility or their role in the facility; and 

(c) in the case of the primary 

syndication of a loan facility where the 

Trading Entity is lead agent with 

primary responsibility for structuring, 

arranging or placing such facility, the 

Fund will participate in the facility only 

where, based on relevant information 

that is reasonably available to the 

Adviser, the Adviser believes that, upon 

conclusion of allocations to holders of 

record in the primary syndication of the 

facility, less than 50% of the 

participations will be held by Funds 

(and other discretionary advisory 

accounts) managed by the Adviser. 

9. With respect to situations in which 

a Fund and a Trading Entity have 

invested in the same company and that 

might otherwise be prohibited by 

section 17(d) of the Act and rule 17d– 

1 thereunder (other than a syndicated 

loan transaction, which is subject to 

condition B.8 above): (a) The Fund’s 

and the Trading Entity’s investment will 

involve no coordination between the 

Trading Entity and the Fund beyond 

that of a type the Trading Entity engages 

in with other unaffiliated investors in 

such company; and (b) the Fund will 

participate or invest in a type or class 

of securities (e.g., equity securities) of 

the company only where, based on 

relevant information that is reasonably 

available to the Adviser, the Adviser 

believes that, upon the close of the 

investment transaction, less than 50% of 

the dollar amount of the securities of 

such type or class will be owned by 

Funds (and other discretionary advisory 

accounts) managed by the Adviser. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–24537 Filed 10–9–09; 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 15, 2009 at 2 p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

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

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

and (10), permit consideration of the 

scheduled matters at the Closed 

Meeting. 

Commissioner Aguilar, 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 15, 2009 will be: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings; 

Other matters relating to enforcement 

proceedings; 

An adjudicatory matter; and 

A post argument discussion. 

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: 


erowe on DSK5CLS3C1PROD with NOTICES
Federal Register / Vol. 74, No. 196 / Tuesday, October 13, 2009 / Notices 52521 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

The Office of the Secretary at (202) 

551–5400. 

Dated: October 8, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–24702 Filed 10–8–09; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60791; File No. SR–ISE– 

2009–74] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change To Adopt an Intermarket 

Sweep Order Credit 

October 5, 2009. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on 

October 1, 2009, International Securities 

Exchange, LLC (‘‘ISE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II and III below, which Items 

have been prepared by the Exchange. 

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 ISE proposes to adopt an 

Intermarket Sweep Order credit. The 

text of the proposed rule change is 

available on the Exchange’s Web site 

(http://www.ise.com), at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this proposed rule 

change is to adopt an Intermarket Sweep 

Order credit. On August 31, 2009, the 

Exchange implemented the new Options 

Order Protection and Locked/Crossed 

Market Plan (‘‘Distributive Linkage’’) 

and the use of Intermarket Sweep 

Orders (‘‘ISOs’’). Consistent with 

Distributive Linkage and pursuant to 

ISE rules, the Exchange’s Primary 

Market Makers (‘‘PMMs’’) have an 

obligation to address customer orders 

when there is a better market displayed 

on another exchange. ISE’s PMMs meet 

this obligation via the use of ISOs. In 

meeting their obligations, PMMs may 

incur fees when they send ISOs, 

especially when sending ISOs to 

exchanges that charge ‘‘taker’’ fees. To 

minimize their financial burden and 

help offset such fees, ISE proposes to 

compensate the PMM by rebating to the 

PMM $0.20 per contract on all ISO 

orders sent to an away market, 

regardless of the fee charged by the 

exchange where the ISO order sent away 

was executed. The proposed fee credit 

applies to PMMs for classes in which it 

serves as a PMM. 

ISE proposes to implement this fee 

change on October 1, 2009. 

2. Statutory Basis 

The basis under the Securities 

Exchange Act of 1934 (the ‘‘Exchange 

Act’’) for this proposed rule change is 

the requirement under Section 6(b)(4) 

that an exchange have an equitable 

allocation of reasonable dues, fees and 

other charges among its members and 

other persons using its facilities. In 

particular, the proposed fee change will 

offset fees incurred by PMMs when they 

send ISOs to away markets. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The proposed rule change does not 

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 

The Exchange has not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

members or other interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing proposed rule change is 

effective upon filing pursuant to Section 

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

4(f)(2) thereunder,4 because it 

establishes a due, fee, or other charge 

imposed by NYSE Arca on its members. 

At any time within 60 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: 

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 

Number SR–ISE–2009–74 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 

Number SR–ISE–2009–74. 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 


erowe on DSK5CLS3C1PROD with NOTICES