52514 Federal Register / Vol. 74, No. 196 / Tuesday, October 13, 2009 / Notices 

Follow-up on ASBDC Fall Conference 

White Paper Issues 

SBA Update 

Member Roundtable 

FOR FURTHER INFORMATION CONTACT: The 

meeting is open to the public however 

advance notice of attendance is 

requested. Anyone wishing to be a 

listening participant must contact 

Alanna Falcone by Friday, October 16th 

by fax or e-mail. Her contact 

information is Alanna Falcone, Program 

Analyst, 409 Third Street, SW., 

Washington, DC 20416, Phone, 202– 

619–1612, Fax 202–481–0134, e-mail, 

alanna.falcone@sba.gov. 

Additionally, if you need 

accommodations because of a disability 

or require additional information, please 

contact Alanna Falcone at the 

information above. 

Meaghan Burdick, 

Acting Committee Management Officer. 

[FR Doc. E9–24475 Filed 10–9–09; 8:45 am] 

BILLING CODE 8025–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28941; File No. 812–13656] 

Morgan Stanley Investment 

Management Inc., et al.; Notice of 

Application 

October 6, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order pursuant to sections 6(c) and 17(b) 

of the Investment Company Act of 1940 

(the ‘‘Act’’) for an exemption from 

section 17(a) of the Act and pursuant to 

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

1 under the Act permitting certain 

transactions. 

Summary of the Application: 

Applicants request an order that would 

permit (1) registered investment 

companies for which certain affiliates of 

Morgan Stanley (‘‘Morgan Stanley’’) act 

as an adviser to engage in certain 

securities transactions with certain 

affiliates of Citigroup Inc. (‘‘Citigroup’’) 

and (2) registered investment companies 

for which certain affiliates of Citigroup 

act as an adviser to engage in certain 

securities transactions with certain 

affiliates of Morgan Stanley. 

Applicants: Morgan Stanley 

Investment Management Inc., Morgan 

Stanley Investment Advisors Inc., Van 

Kampen Asset Management (each, an 

‘‘MS Adviser’’), Morgan Stanley & Co. 

Incorporated (‘‘MS & Co.’’), Morgan 

Stanley Balanced Fund, Morgan Stanley 

U.S. Government Money Market Trust, 

Morgan Stanley Dividend Growth 

Securities Inc., Morgan Stanley Natural 

Resource Development Securities Inc., 

Morgan Stanley Special Growth Fund, 

Morgan Stanley Global Dividend 

Growth Securities, Morgan Stanley 

Limited Term Municipal Trust, Morgan 

Stanley Technology Fund, Morgan 

Stanley Small-Mid Special Value Fund, 

Morgan Stanley Global Advantage Fund, 

Morgan Stanley Limited Duration U.S. 

Government Trust, Active Assets 

California Tax-Free Trust, Active Assets 

Government Securities Trust, Active 

Assets Institutional Government 

Securities Trust, Active Assets 

Institutional Money Trust, Active Assets 

Money Trust, Active Assets Tax-Free 

Trust, Morgan Stanley EquallyWeighted S&P 500 Fund, Morgan 

Stanley Series Funds, Morgan Stanley 

Health Sciences Trust, Morgan Stanley 

Special Value Fund, Morgan Stanley 

Strategist Fund, Morgan Stanley High 

Yield Securities Inc., Morgan Stanley 

International Value Equity Fund, 

Morgan Stanley Liquid Asset Fund Inc., 

Morgan Stanley Mid-Cap Value Fund, 

Morgan Stanley S&P 500 Index Fund, 

Morgan Stanley Convertible Securities 

Trust, Morgan Stanley Fundamental 

Value Fund, Morgan Stanley Mid Cap 

Growth Fund, Morgan Stanley Prime 

Income Trust, Morgan Stanley Value 

Fund, Morgan Stanley European Equity 

Fund Inc., Morgan Stanley Flexible 

Income Trust, Morgan Stanley 

International Fund, Morgan Stanley 

Mortgage Securities Trust, Morgan 

Stanley Pacific Growth Fund Inc., 

Morgan Stanley Capital Opportunities 

Trust, Morgan Stanley Real Estate Fund, 

Morgan Stanley California Tax-Free 

Daily Income Trust, Morgan Stanley 

California Tax-Free Income Fund, 

Morgan Stanley Focus Growth Fund, 

Morgan Stanley FX Series Funds, 

Morgan Stanley New York Municipal 

Money Market Trust, Morgan Stanley 

New York Tax-Free Income Fund, 

Morgan Stanley Select Dimensions 

Investment Series, Morgan Stanley TaxExempt Securities Trust, Morgan 

Stanley Tax-Free Daily Income Trust, 

Morgan Stanley U.S. Government 

Securities Trust, Morgan Stanley Global 

Infrastructure Fund, Morgan Stanley 

Variable Investment Series, Morgan 

Stanley Municipal Income 

Opportunities Trust II, Morgan Stanley 

Municipal Income Opportunities Trust 

III, Morgan Stanley Municipal Income 

Opportunities Trust, Morgan Stanley 

Municipal Premium Income Trust, 

Morgan Stanley Income Securities Inc., 

Morgan Stanley California Insured 

Municipal Income Trust, Morgan 

Stanley California Quality Municipal 

Securities, Morgan Stanley Insured 

California Municipal Securities, Morgan 

Stanley Insured Municipal Bond Trust, 

Morgan Stanley Insured Municipal 

Income Trust, Morgan Stanley Insured 

Municipal Securities, Morgan Stanley 

Insured Municipal Trust, Morgan 

Stanley New York Quality Municipal 

Securities, Morgan Stanley Quality 

Municipal Income Trust, Morgan 

Stanley Quality Municipal Investment 

Trust, Morgan Stanley Quality 

Municipal Securities, Morgan Stanley 

Institutional Fund Trust, Morgan 

Stanley Institutional Liquidity Funds, 

Morgan Stanley Institutional Fund, Inc., 

The Universal Institutional Funds, Inc., 

Morgan Stanley Emerging Markets 

Domestic Debt Fund, Inc., The Turkish 

Investment Fund, Inc., Morgan Stanley 

Asia-Pacific Fund, Inc., Morgan Stanley 

China ‘‘A’’ Share Fund, Inc., Morgan 

Stanley Eastern Europe Fund, Inc., 

Morgan Stanley Emerging Markets Debt 

Fund, Inc., Morgan Stanley Emerging 

Markets Fund, Inc., Morgan Stanley 

Global Opportunity Bond Fund, Inc., 

Morgan Stanley High Yield Fund, Inc., 

Morgan Stanley India Investment Fund, 

Inc., Morgan Stanley Frontier Emerging 

Markets Fund, Inc., The Latin American 

Discovery Fund, Inc., The Malaysia 

Fund, Inc., The Thai Fund, Inc., Van 

Kampen Equity Trust, Van Kampen 

Money Market Fund, Van Kampen 

Capital Growth Fund, Van Kampen Tax 

Free Money Fund, Van Kampen Series 

Fund, Inc., Van Kampen Senior Loan 

Fund, Van Kampen Corporate Bond 

Fund, Van Kampen Equity Trust II, Van 

Kampen High Yield Fund, Van Kampen 

Trust, Van Kampen Partners Trust, Van 

Kampen Retirement Strategy Trust, Van 

Kampen Government Securities Fund, 

Van Kampen Pennsylvania Tax Free 

Income Fund, Van Kampen Tax Free 

Trust, Van Kampen Trust II, Van 

Kampen Growth and Income Fund, Van 

Kampen Tax-Exempt Trust, Van 

Kampen Comstock Fund, Van Kampen 

Enterprise Fund, Van Kampen Equity 

and Income Fund, Van Kampen 

Exchange Fund, Van Kampen Harbor 

Fund, Van Kampen Life Investment 

Trust, Van Kampen Limited Duration 

Fund, Van Kampen Real Estate 

Securities Fund, Van Kampen U.S. 

Government Trust, Van Kampen Senior 

Income Trust, Van Kampen Advantage 

Municipal Income Trust II, Van Kampen 

California Value Municipal Income 

Trust, Van Kampen Dynamic Credit 

Opportunities Fund, Van Kampen 

Massachusetts Value Municipal Income 

Trust, Van Kampen Municipal 

Opportunity Trust, Van Kampen 

Municipal Trust, Van Kampen Ohio 


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Federal Register / Vol. 74, No. 196 / Tuesday, October 13, 2009 / Notices 52515 

Quality Municipal Trust, Van Kampen 

Pennsylvania Value Municipal Income 

Trust, Van Kampen Select Sector 

Municipal Trust, Van Kampen Trust for 

Insured Municipals, Van Kampen Trust 

for Investment Grade Municipals, Van 

Kampen Trust for Investment Grade 

New Jersey Municipals, Van Kampen 

Trust for Investment Grade New York 

Municipals, Van Kampen Bond Fund, 

Van Kampen High Income Trust II 

(each, an ‘‘MS Fund’’), Citigroup 

Alternative Investments LLC (the ‘‘Citi 

Adviser,’’ and, together with the MS 

Advisers, the ‘‘Advisers’’), Citigroup 

Global Markets Inc. (‘‘CGMI’’), Citigroup 

Global Markets Limited, Citigroup 

Financial Products, Inc., Citibank, N.A., 

Citibank Canada, Citibank International 

plc, and LMP Corporate Loan Fund Inc. 

(the ‘‘LMP Fund’’). 

DATES: Filing Dates: The application was 

filed on May 4, 2009 and amended on 

June 16, 2009 and August 10, 2009. 

Applicants have agreed to file an 

amendment during the notice period, 

the substance of which is reflected in 

this notice. 

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 28, 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, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. Applicants, Stefanie V. Chang Yu, 

Esq., Morgan Stanley Investment 

Management Inc., 522 Fifth Avenue, 

New York, New York 10036 and 

Marianna Maffucci, Citigroup Global 

Markets Inc., 388 Greenwich Street, 

17th Floor, New York, New York 10013. 

For Further Information Contact: Jill 

Ehrlich, Attorney Adviser, at (202) 551– 

6819 or Mary Kay Frech, 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. Each of the MS Funds and the LMP 

Fund (together, the ‘‘Funds’’) is an 

open-end or closed-end management 

investment company registered under 

the Act and is organized as a statutory 

trust, business trust, corporation, or 

limited partnership under the laws of 

Delaware, Maryland, Massachusetts, 

Pennsylvania, or California. The MS 

Funds and the LMP Fund have a variety 

of investment objectives, but each may 

to a greater or lesser degree invest a 

portion of its assets in fixed-income 

securities. The fixed-income securities 

in which the Funds may invest include, 

but are not limited to, government 

securities, municipal securities, tender 

option bonds, taxable and tax-exempt 

money market securities, repurchase 

agreements, asset- and mortgage-backed 

securities, corporate issues and 

syndicated loans (including assignments 

thereof and participations therein), each 

as the Funds’ respective investment 

policies allow. 

2. The MS Advisers are direct or 

indirect wholly-owned subsidiaries of 

Morgan Stanley, a Delaware 

corporation. Each MS Adviser is 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (the ‘‘Advisers Act’’). The MS 

Advisers act as investment advisers to 

each of the MS Funds and may 

supervise one or more affiliated or 

unaffiliated sub-advisers with respect to 

certain MS Funds. 

3. The Citi Adviser is an indirect 

wholly-owned subsidiary of Citigroup, a 

Delaware corporation. The Citi Adviser 

is registered as an investment adviser 

under the Advisers Act. The Citi 

Adviser acts as investment sub-adviser 

to the LMP Fund and may act in the 

future as adviser to other registered 

investment companies. 

4. MS & Co., a Delaware corporation, 

is a wholly-owned subsidiary of Morgan 

Stanley. CGMI, a New York corporation, 

is an indirect wholly-owned subsidiary 

of Citigroup. In addition, Citibank, N.A., 

Citibank Canada, Citibank International 

plc, Citigroup Global Markets Limited 

and Citigroup Financial Products Inc. 

are each wholly-owned subsidiaries 

(directly or indirectly) of Citigroup 

(these entities, or their affiliates, 

together with CGMI, the ‘‘Citi Trading 

Entity’’). Each of MS & Co. (or its 

affiliates, together, the ‘‘MS Trading 

Entity’’) and the Citi Trading Entity 

(together with the MS Trading Entity, 

the ‘‘Trading Entities’’) is registered as 

a broker-dealer with the Commission 

under the Securities Exchange Act of 

1934. 

5. On January 13, 2009, Morgan 

Stanley and Citigroup entered into a 

joint venture contribution and formation 

agreement (the ‘‘JV Agreement’’) to 

create Morgan Stanley Smith Barney 

Holdings LLC (‘‘MSSB’’ or the ‘‘Joint 

Venture’’), a Delaware limited liability 

company of which the equity 

capitalization consists solely of one 

class of common membership interests 

(the ‘‘Interests’’). MSSB is a holding 

company and the sole member of 

Morgan Stanley Smith Barney LLC, 

which conducts most of the Joint 

Venture’s domestic operations as a dualregistered broker-dealer and investment 

adviser. On June 1, 2009, the Joint 

Venture closed in accordance with the 

terms of the JV Agreement. 

6. Pursuant to the terms of the JV 

Agreement, Morgan Stanley contributed 

to the Joint Venture its global wealth 

management (retail brokerage) and 

private wealth management businesses 

(the ‘‘MS Contributed Businesses’’) 

(together with all contracts, employees, 

property licenses and other assets and 

liabilities). Citigroup contributed to the 

Joint Venture its retail brokerage and 

futures business operated under the 

name ‘‘Smith Barney’’ in the United 

States and Australia and operated under 

the name ‘‘Quilter’’ in the United 

Kingdom, Ireland, and the Channel 

Islands (the ‘‘Citi Contributed 

Businesses’’) (together with all 

contracts, employees, property licenses 

and other assets and liabilities). Morgan 

Stanley now owns indirectly through 

subsidiaries 51% of the Interests, and 

Citigroup owns indirectly through CGMI 

49% of the Interests. In addition, under 

the JV Agreement, Morgan Stanley has 

the option to purchase an additional 

14% of the Interests following the third 

anniversary of the closing, an additional 

15% of the Interests after the fourth 

anniversary, and any remaining 

Interests held by Citigroup after the fifth 

anniversary. 

7. MSSB provides retail brokerage and 

a variety of wealth management 

services, including as an investment 

adviser, insurance broker, insurance 

agency and futures broker. MSSB 

conducts its own businesses, operating 

separately from the non-MSSB business 

units of Citigroup and Morgan Stanley 

(although they may perform certain 

functions, such as clearing, for MSSB 

for a certain period of time following the 

closing of the Joint Venture). Citigroup 

and Morgan Stanley have preserved 

their distinct brands and continue to 

offer independently a wide range of 


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52516 Federal Register / Vol. 74, No. 196 / Tuesday, October 13, 2009 / Notices 

1These rights require the approval of Morgan 

Stanley and, for so long as Citigroup owns at least 

20% of MSSB, of Citigroup, with respect to certain 

specified major decisions, including (but not 

limited to), generally: (a) Any merger, liquidation or 

sale of MSSB; (b) any acquisition or disposition of 

a business representing more than 20% of assets or 

revenues; (c) related party transactions other than 

those conducted (i) at arm’s length and (ii) in the 

ordinary course of business (Citigroup may dispute 

either (i) or (ii)); (d) issuance, repurchase or 

redemption of equity securities except in certain 

circumstances; (e) removal or replacement of the 

president of MSSB or certain other officers; (f) entry 

into new business lines in certain circumstances; 

and (g) certain bankruptcy and tax events. 

2No director, officer or employee of the MS 

Funds or the MS Advisers also is or will be a 

director, officer or employee of the Citi Trading 

Entity. No director, officer or employee of the Citi 

Funds or the Citi Adviser also is or will be a 

director, officer or employee of the MS Trading 

Entity. As noted above, each of Citigroup and 

Morgan Stanley has the right to designate members 

of the MSSB Board. Currently, the chairman of 

MSSB is the co-president of Morgan Stanley. 

3Applicants seek to extend the Order requested 

to: (a) Any open-end or closed-end investment 

company registered under the Act, whether now 

existing or organized in the future, that is advised 

by any Adviser or by any existing or future 

investment adviser controlling, controlled by or 

under common control with Morgan Stanley or 

Citigroup other than MSSB (such funds, when 

advised by a Citigroup entity, are hereafter referred 

to together with the LMP Fund as the ‘‘Citi Funds’’ 

and, together with the MS Funds are included in 

the term ‘‘Funds’’); (b) the Advisers and any 

existing or future investment adviser controlling, 

controlled by or under common control with 

Morgan Stanley or Citigroup other than MSSB; and 

(c) the Trading Entities and any existing or future 

entity controlling, controlled by or under common 

control with Citigroup or Morgan Stanley other than 

MSSB, provided that any entity that relies on the 

Order complies with the terms and conditions set 

forth in the application as though it were an 

applicant. 

financial services. Citigroup has no 

interest in, and will not control (within 

the meaning of section 2(a)(9) of the 

Act) directly or indirectly, Morgan 

Stanley, the MS Advisers, or any other 

Morgan Stanley entity that is not a MS 

Contributed Business (together with the 

MS Advisers, the ‘‘MS Entities’’). 

Morgan Stanley has no interest in, and 

will not control (within the meaning of 

section 2(a)(9) of the Act) directly or 

indirectly, Citigroup, the Citi Adviser, 

or any other Citigroup entity that is not 

a Citi Contributed Business (together 

with the Citi Adviser, the ‘‘Citi 

Entities’’). 

8. MSSB is governed by a newly 

formed board of directors controlled by 

Morgan Stanley (‘‘MSSB Board’’). 

Currently, the MSSB Board consists of 

four Morgan Stanley designees and two 

Citigroup designees (as long as 

Citigroup owns 10% or more of the 

Interests) and the president of MSSB. 

All matters with regard to MSSB 

generally will be determined by a 

majority vote of the MSSB Board, 

although the Joint Venture also includes 

certain other specified governance and 

approval rights.1 Approval of Citigroup 

is required for amendment to MSSB’s 

limited liability company agreement, as 

long as Citigroup owns at least 20% of 

the Interests; thereafter, Citigroup’s 

approval will be required only as to 

certain specified matters. Citigroup also 

may put its Interests to Morgan Stanley, 

in the event of a change of control of 

Morgan Stanley or after the sixth 

anniversary of the closing of the Joint 

Venture transaction if Morgan Stanley 

has exercised its first two call rights. 

9. Subsequent to the closing of the 

Joint Venture, the Citi Trading Entity 

and the MS Advisers (and the MS 

Trading Entity and the Citi Adviser) 

continue to operate as separate, 

independent businesses.2 Applicants 

state that the Funds and their investors 

are protected from any undue influence, 

among other things, by the substantial 

separation and independent operation 

of the Trading Entities from each other 

and from MSSB. Applicants state that 

none of the Funds will engage in 

portfolio transactions with MSSB. In 

addition, applicants state that each of 

the Advisers has adopted confidentiality 

policies designed to limit the 

unnecessary flow of information about 

client holdings and transactions. Such 

policies have been extended to prevent 

unnecessary information sharing 

between MSSB and each of the MS 

Advisers and the Citi Adviser. For 

example, information regarding 

investment advisory and portfolio 

execution matters relating to the MS 

Funds and the Citi Funds are 

considered by the MS Advisers and the 

Citi Adviser, respectively, as 

information that may not be 

communicated outside of such Adviser 

except as necessary (e.g., to a potential 

executing broker or dealer on an actual 

trade), including to MSSB. Additionally, 

‘‘information barriers’’ are in place to 

prevent the dissemination of 

confidential information between the 

MS Advisers and other MS Entities and 

between the Citi Adviser and other Citi 

Entities, respectively. The separation of 

the entities is required to be maintained 

by the ‘‘Structural Conditions’’ 

proposed by the applicants, including 

that the Citi Trading Entity and the MS 

Advisers (and the MS Trading Entity 

and the Citi Adviser) will continue to 

have separate ownership, officers and 

employees, will continue to be 

separately capitalized, and will 

maintain separate books and records 

and physically separate offices. 

Accordingly, applicants submit that 

neither the Citi Trading Entity nor the 

MS Trading Entity will be in a position 

to cause any Securities Transaction (as 

defined below) by the MS Funds or the 

Citi Funds (as defined below), 

respectively. 

10. Applicants state that, because of 

consolidation in the financial services 

industry, combined with an increase in 

industry assets, a few major brokerdealers account for a large percentage of 

the market share in connection with 

trading in various asset classes. For 

example, applicants state that the Citi 

Trading Entity can be responsible for 

more than 10% of the dollar trading 

volume of primary offerings and more 

than 20% of the dollar trading volume 

of secondary market trading in certain 

types of fixed income securities. 

Applicants state that the decline in the 

number of broker-dealers and banks 

trading in the securities in which the 

Funds seek to invest and the increasing 

importance of the few remaining 

institutions have increased the 

importance to the Funds of their 

relationships with such entities, 

including the Citi Trading Entity or the 

MS Trading Entity, as applicable. 

Applicants note, for example, that 

certain MS Funds have used the Citi 

Trading Entity for more than 20% of 

their dollar trading volume in certain 

types of fixed-income securities. 

Applicants assert that the inability of 

the MS Funds and the Citi Funds to 

execute Securities Transactions 

involving the Citi Trading Entity and 

the MS Trading Entity, respectively 

(solely as a result of Citigroup’s and 

Morgan Stanley’s direct or indirect 

interest in MSSB), would significantly 

limit the universe of securities brokerdealers and banks available to the 

Funds, the universe of underwritings in 

which the Funds may participate, and 

the level and number of Securities 

Transactions in which the Funds may 

engage. Applicants submit that, as a 

result, the ability of the Funds to obtain 

the pricing, terms and quality of service 

available from a major dealer would be 

materially limited, which may harm the 

Funds by preventing them from 

obtaining best execution. 

11. Applicants request an order 

(‘‘Order’’), pursuant to sections 6(c) and 

17(b) of the Act exempting Securities 

Transactions entered into in the 

ordinary course of business by a MS 

Fund involving the Citi Trading Entity 

and by a Citi Fund involving the MS 

Trading Entity, under the circumstances 

described in the application, from the 

provisions of sections 17(a) of the Act, 

and pursuant to section 17(d) of the Act 

and rule 17d–1 under the Act permitting 

the Securities Transactions described 

below.3 The Order would apply only 


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4The relief sought would not apply if the 

transactions would be restricted by section 17 and 

rule 17d–1 because a Trading Entity is a principal 

underwriter or promoter of a Fund. No Fund 

advised or promoted by MSSB, or for which MSSB 

acts as principal underwriter, would be covered by 

the Order. MSSB may, however, act as principal 

underwriter for new closed-end MS Funds or Citi 

Funds; such role will cease at the time the 

syndicate terminates and prior to any transactions 

by such MS Fund involving the Citi Trading Entity 

or by such Citi Fund involving the MS Trading 

Entity. In addition, the proposed Order will not 

apply to transactions between the MS Funds and 

any Morgan Stanley controlled entity or to 

transactions between the Citi Funds and any 

Citigroup controlled entity. 

5 ‘‘Fixed-income securities’’ for purposes of the 

Order include interests in syndicated loans 

(including loans made directly as a syndicate 

member, or the acquisition of a loan interest in the 

form of an assignment or participation), as well as 

convertible bonds and convertible preferred stock. 

where the Citi Trading Entity is deemed 

to be an affiliated person of an affiliated 

person (‘‘second-tier affiliate’’) of a MS 

Fund, or the MS Trading Entity is 

deemed to be a second-tier affiliate of a 

Citi Fund, solely because of Citigroup’s 

and Morgan Stanley’s direct or indirect 

ownership interest in MSSB.4

12. The ‘‘Securities Transactions’’ that 

are the subject of the Order are: (a) 

primary and secondary market 

transactions in fixed-income securities 

executed on a principal basis between 

the MS Funds and the Citi Trading 

Entity and between the Citi Funds and 

the MS Trading Entity 5 and (b) the 

following types of transactions in which 

the Citi Trading Entity or the MS 

Trading Entity and the MS Funds or the 

Citi Funds, respectively, might each 

participate jointly or have a joint 

interest (referred to as ‘‘Joint 

Transactions’’): (i) Tender option bond 

trust structures involving municipal 

bonds; (ii) asset-backed securities 

(‘‘ABS’’) or mortgage-backed securities 

(‘‘MBS’’) transactions; (iii) syndicated 

loan transactions; and (iv) investments 

in the same company. 

Applicants’ Legal Analysis 

1. Section 17(a) of the Act, among 

other things, prohibits an affiliated 

person of a registered investment 

company, or any affiliated person of 

such a person, acting as principal, from 

selling to or purchasing from such 

registered company any security or 

other property and from borrowing 

money or other property from such 

investment company. Section 17(b) of 

the Act authorizes the Commission to 

exempt a transaction from section 17(a) 

of the Act if evidence establishes that 

the terms of the proposed 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 policy of each registered investment 

company concerned and with the 

general purposes of the Act. 

2. Section 17(d) of the Act and rule 

17d–1 thereunder prohibit any affiliated 

person of or principal underwriter for a 

registered investment company or any 

second-tier affiliate, acting as principal, 

from effecting any transaction in 

connection with any joint enterprise or 

other joint arrangement or profit sharing 

plan in which the investment company 

participates, unless an application 

regarding the joint transaction has been 

filed with the Commission and granted 

by order. Rule 17d–1 provides that, in 

passing upon an application for such an 

order, the Commission will consider 

whether the participation of a registered 

investment company in a joint 

transaction is consistent with the 

provisions, policies and purposes of the 

Act and the extent to which such 

participation is on a basis different from 

or less advantageous than that of the 

other applicants. 

3. Section 6(c) of the Act, in relevant 

part, authorizes the Commission to 

exempt any person or transaction, or 

any class or classes of persons or 

transactions, from any provision or 

provisions 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 provision of 

the Act. 

4. Section 2(a)(3) of the Act defines 

‘‘affiliated person’’ of another 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 

such other person; (b) any person 5% or 

more of whose outstanding voting 

securities are directly or indirectly 

owned by, controlled, or held with 

power to vote, by such person; and (c) 

any person directly or indirectly 

controlling, controlled by, or under 

common control with, such other 

person. 

5. Applicants state that, as a result of 

the Joint Venture, the Citi Trading 

Entity would arguably become a secondtier affiliate of the MS Funds (and the 

MS Trading Entity a second-tier affiliate 

of the Citi Funds) within the meaning of 

section 2(a)(3) of the Act. Applicants 

state that, if the MS Funds are assumed 

to be under the control of the MS 

Advisers, and Morgan Stanley also 

controls MSSB, then MSSB and the MS 

Funds are affiliated persons (‘‘first-tier 

affiliates’’) by virtue of being under 

common control. Applicants further 

state that the Citi Trading Entity also 

could be viewed as a first-tier affiliate of 

MSSB, and a second-tier affiliate of the 

MS Funds, because of CGMI’s 

ownership of more than five percent of 

the voting securities of MSSB and its 

control of MSSB. Applicants represent 

that the affiliation analysis would be 

generally the same with respect to the 

Citi Funds and the MS Trading Entity. 

Applicants submit that, due to their 

second-tier affiliation, any Securities 

Transaction by the MS Funds involving 

the Citi Trading Entity, and by the Citi 

Funds involving the MS Trading Entity, 

would be subject to section 17(a) of the 

Act where it constitutes a principal 

transaction between them, and for Joint 

Transactions, section 17(d) of the Act 

and rule 17d–1 thereunder. 

6. Applicants submit that the primary 

purpose of section 17(a) is to prevent a 

person with the power to control an 

investment company from essentially 

engaging in self-dealing, to the 

detriment of the investment company’s 

shareholders. Similarly, applicants 

submit that section 17(d) and rule 17d– 

1 were intended to prohibit abuses 

arising from conflicts of interest where 

rather than being on opposite sides of a 

transaction, an investment company and 

its affiliates share ‘‘some element of 

combination’’ in a transaction. 

7. Applicants submit that the policies 

which sections 17(a) and 17(d) of the 

Act, and rule 17d–1 thereunder, were 

meant to further are not implicated here 

because Citigroup and the Citi Trading 

Entity are not in a position to cause a 

MS Fund to enter into a Securities 

Transaction or otherwise influence 

portfolio decisions by the MS Advisers 

on behalf of the MS Funds; and, 

similarly, applicants submit that 

Morgan Stanley and the MS Trading 

Entity are not in a position to cause a 

Citi Fund to enter into a Securities 

Transaction or otherwise influence 

portfolio decisions by the Citi Adviser 

on behalf of the Citi Fund. Applicants 

state that, as a result, no Trading Entity 

is in a position to engage in self-dealing 

or otherwise cause any of the relevant 

Funds to enter into transactions that are 

not in the best interests of its 

shareholders. 

8. Applicants state that compliance 

with the ‘‘Structural Conditions’’ set 

forth below is intended to assure that 

the MS Advisers and the MS Funds 

continue to operate independently of, 

and free of any undue influence by, 

Citigroup and the Citi Trading Entity 

and similarly, that the Citi Adviser and 

the Citi Funds continue to operate 

independently of, and free of any undue 

influence by, Morgan Stanley and the 

MS Trading Entity. 


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6MSSB may act as principal underwriter with 

respect to certain newly organized closed-end MS 

Funds; however, such role will cease at the time the 

syndicate terminates and prior to any transactions 

by such MS Funds involving the Citi Trading 

Entity. 

7MSSB may act as principal underwriter with 

respect to certain newly organized closed-end Citi 

Funds; however, such role will cease at the time the 

syndicate terminates and prior to any transactions 

by such Citi Funds involving the MS Trading 

Entity. 

9. Applicants state that compliance 

with the ‘‘Transactional Conditions’’ set 

forth below is designed to assure that 

the terms of the individual transactions 

are fair from the perspective of the 

Funds. For example, applicants note 

that, at the outset, the conditions require 

each Fund’s board of directors, board of 

trustees or other governing body of such 

Fund, as applicable (each, a ‘‘Board’’), 

including a majority of its disinterested 

directors or trustees, as applicable 

(‘‘Necessary Majority’’), to approve, and 

the Fund to implement, procedures 

governing all Securities Transactions 

pursuant to the Order. Applicants 

submit that, pursuant to such 

procedures, the Securities Transactions 

will be subject to ongoing review by 

each Fund’s chief compliance officer, 

and will be reviewed by its Board, 

including the Necessary Majority, on a 

quarterly basis. In addition, among other 

procedures, the relevant Adviser will 

make a determination that each 

Securities Transaction is consistent with 

the investment objectives of the relevant 

Fund and in the best interests of such 

Fund’s shareholders. The conditions 

also require price quotes from 

unaffiliated sources to assure fairness of 

price. 

10. Applicants state that the 

Securities Transactions described in the 

Application satisfy the standards of 

sections 6(c) and 17(b). Applicants 

submit that there is no danger of 

overreaching or self-dealing by a 

Trading Entity in connection with a 

Securities Transaction, and there will be 

no conflict of interest associated with an 

Adviser’s decision to engage in a 

Securities Transaction with a Trading 

Entity on behalf of a Fund. Moreover, 

applicants state that the Order is 

consistent with the policies of the 

Funds and the protection of investors, 

as the Advisers will manage the Funds 

in accordance with the policies and 

investment objectives of the Funds and 

without any influence by the Trading 

Entities. Finally, applicants state that 

permitting the Securities Transactions 

will be appropriate in the public interest 

and consistent with general purposes of 

the Act because the ability to engage in 

Securities Transactions increases the 

likelihood of a Fund achieving best 

price and execution in such transactions 

and results in none of the abuses that 

the Act was designed to prevent. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

A. Structural 

1. Citigroup will control none of the 

MS Advisers or the MS Funds or any 

principal underwriter for the MS 

Funds,6 directly or indirectly, within 

the meaning of section 2(a)(9) of the Act. 

The Order will remain in effect only so 

long as Morgan Stanley, or such other 

entity not controlling, controlled by or 

under common control with Citigroup, 

primarily controls the MS Advisers. 

2. Morgan Stanley will control none 

of the Citi Adviser or the Citi Funds or 

any principal underwriter for the Citi 

Funds,7 directly or indirectly, within 

the meaning of section 2(a)(9) of the Act. 

The Order will remain in effect only so 

long as Citigroup, or such other entity 

not controlling, controlled by or under 

common control with Morgan Stanley, 

primarily controls the Citi Adviser. 

3. Citigroup will not directly or 

indirectly consult with Morgan Stanley, 

the MS Advisers or any portfolio 

manager of the MS Advisers concerning 

securities purchases or sales or the 

selection of a broker or dealer for any 

Securities Transaction placed or to be 

placed on behalf of a MS Fund, or 

otherwise seek to influence the choice 

of broker or dealer for any Securities 

Transaction by a MS Fund other than in 

the normal course of sales activities of 

the same nature that are being carried 

out during the same time period with 

respect to unaffiliated institutional 

clients of the Citi Trading Entity, or that 

existed between the Citi Trading Entity 

and the MS Advisers prior to 

consummation of the Joint Venture. 

4. Morgan Stanley will not directly or 

indirectly consult with Citigroup, the 

Citi Adviser or any portfolio manager of 

the Citi Adviser concerning securities 

purchases or sales or the selection of a 

broker or dealer for any Securities 

Transaction placed or to be placed on 

behalf of a Citi Fund, or otherwise seek 

to influence the choice of broker or 

dealer for any Securities Transaction by 

a Citi Fund other than in the normal 

course of sales activities of the same 

nature that are being carried out during 

the same time period with respect to 

unaffiliated institutional clients of the 

MS Trading Entity, or that existed 

between the MS Trading Entity and the 

Citi Adviser prior to consummation of 

the Joint Venture. 

5. No officer, director or employee of 

MSSB will directly or indirectly seek to 

influence in any way the terms of any 

Securities Transaction covered by the 

Order. 

6. The MS Advisers and the Citi 

Trading Entity will operate as separate 

organizations, with separate 

capitalization, separate books and 

records, separate officers and 

employees, and physically separate 

offices. The Citi Trading Entity will 

adopt and implement policies that 

prohibit the Citi Trading Entity from (a) 

linking any approval or action relating 

to MSSB to any action by any MS Fund, 

or by any MS Adviser relating to any 

MS Fund, or (b) using the existence of 

MSSB as a basis for seeking to persuade 

any MS Fund or MS Adviser to engage 

in business with the Citi Trading Entity. 

The MS Advisers have adopted policies 

designed to keep information about 

client holdings and transactions on a 

confidential basis, prior to any public 

disclosure. Pursuant to these policies, 

the MS Advisers will designate 

information regarding investment 

advisory and portfolio execution matters 

relating to the MS Funds as information 

that may not be communicated between 

MSSB, on one hand, and the MS 

Advisers, on the other hand, prior to 

any public disclosure. 

7. The Citi Adviser and the MS 

Trading Entity will operate as separate 

organizations, with separate 

capitalization, separate books and 

records, separate officers and 

employees, and physically separate 

offices. The MS Trading Entity will 

adopt and implement policies that 

prohibit the MS Trading Entity from (a) 

linking any approval or action relating 

to MSSB to any action by any Citi Fund, 

or by any Citi Adviser relating to any 

Citi Fund, or (b) using the existence of 

MSSB as a basis for seeking to persuade 

any Citi Fund or Citi Adviser to engage 

in business with the MS Trading Entity. 

The Citi Adviser has adopted policies 

designed to keep information about 

client holdings and transactions on a 

confidential basis, prior to any public 

disclosure. Pursuant to these policies, 

the Citi Adviser will designate 

information regarding investment 

advisory and portfolio execution matters 

relating to the Citi Funds as information 

that may not be communicated between 

MSSB, on the one hand, and the Citi 

Adviser, on the other hand, prior to any 

public disclosure. 

8. Citigroup will not adopt any 

compensation scheme any component 

of which is based on (a) a factor that 

treats the MS Funds differently than 


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8The term ‘‘Comparable Securities’’ refers to 

securities with substantially identical maturities, 

credit risk and repayment terms (including floating 

or fixed-rate coupons, attached options, or any 

other provisions that affect the expected size or 

timing of the payments from the securities) as the 

securities to be purchased or sold. 

unaffiliated counterparties or (b) the 

amount of business done by the Citi 

Funds with the MS Trading Entity 

except to the extent such business might 

affect indirectly the profits or losses of 

the Citi Adviser. 

9. Morgan Stanley will not adopt any 

compensation scheme any component 

of which is based on (a) a factor that 

treats the Citi Funds differently than 

unaffiliated counterparties or (b) the 

amount of business done by the MS 

Funds with the Citi Trading Entity 

except to the extent such business might 

affect indirectly the profits or losses of 

the MS Advisers. 

10. The respective legal/compliance 

departments of the MS Advisers and the 

Citi Trading Entity, and of the Citi 

Adviser and the MS Trading Entity, will 

prepare guidelines for their respective 

personnel to make certain that 

Securities Transactions effected 

pursuant to the Order comply with its 

conditions, and that the respective 

Advisers and Trading Entities maintain 

an arms-length relationship. The 

respective compliance departments of 

the Advisers and Trading Entities will 

monitor periodically the activities of the 

Advisers and Trading Entities, 

respectively, to make certain that the 

conditions to the Order are met. 

B. Transactional 

With respect to each Securities 

Transaction entered into or effected 

pursuant to the Order: 

1. Each Fund’s Board, including the 

Necessary Majority, shall approve, and 

the Fund shall implement, procedures 

governing all transactions pursuant to 

the Order and the Fund’s Board shall no 

less frequently than quarterly review all 

such transactions and receive and 

review a report of those transactions. 

Such report, which will be prepared by 

the Fund’s Adviser, and reviewed and 

approved by the Fund’s Chief 

Compliance Officer, will indicate for 

each transaction that the conditions of 

the Order have been satisfied, and will 

include a discussion of any significant 

changes in the volume, type or terms of 

transactions between the relevant Fund 

and Trading Entity, the reasons for these 

changes, and a determination that such 

changes are legitimate. 

2. For each transaction, the MS 

Advisers will adhere to a ‘‘best 

execution’’ standard and will consider 

only the interests of the MS Funds and 

will not take into account the impact of 

a MS Fund’s investment decision on the 

Citi Trading Entity or its affiliates. For 

each transaction, the Citi Adviser will 

adhere to a ‘‘best execution’’ standard 

and will consider only the interests of 

the Citi Funds and will not take into 

account the impact of a Citi Fund’s 

investment decision on the MS Trading 

Entity or its affiliates. Before entering 

into any such transaction, the Adviser 

will determine that the transaction is 

consistent with the investment 

objectives and policies of the Fund and 

is in the best interests of the Fund and 

its shareholders. 

3. Each Fund will (a) for so long as the 

Order is relied upon, maintain and 

preserve in an easily accessible place a 

written copy of the procedures and 

conditions (and any modifications 

thereto) that are described herein, and 

(b) maintain and preserve for a period 

of not less than six years from the end 

of the fiscal year in which any 

Securities Transaction in which the 

Fund’s Adviser knows that both a 

Trading Entity and the Fund directly or 

indirectly have an interest occurs, the 

first two years in an easily accessible 

place, a written record of each such 

transaction setting forth a description of 

the security purchased or sold by the 

Fund, a description of the Trading 

Entity’s interest or role in the 

transaction, the terms of the transaction, 

and the information or materials upon 

which the determination was made that 

each such transaction was made in 

accordance with the procedures and 

conditions set forth herein and in the 

application. 

4. Except as otherwise provided in 

4(a) and 4(b) below, before any 

secondary market principal transaction 

is entered into between a Fund and a 

Trading Entity, the Fund’s Adviser must 

obtain a competitive quotation for the 

same securities (or in the case of 

securities for which quotations for the 

same securities are not available, a 

competitive quotation for Comparable 

Securities 8) from at least two 

unaffiliated dealers that are in a position 

to quote favorable market prices. For 

each such transaction, the Adviser will 

determine, based upon the quotations 

and such other relevant information 

(such as available transaction prices and 

any other information regarding the 

value of the securities) as is reasonably 

available to the Adviser, that the price 

available from the Trading Entity is at 

least as favorable as that available from 

other sources. 

(a) With respect to each such 

transaction involving repurchase 

agreements, a Fund will enter into such 

agreements only where the Adviser has 

determined, based upon relevant 

information reasonably available to the 

Adviser, that the income to be earned 

from the repurchase agreement is at 

least equal to that available from other 

sources. Before any repurchase 

agreements are entered into pursuant to 

the exemption, the Fund or the Adviser 

must obtain competitive quotations 

from at least two unaffiliated dealers 

with respect to repurchase agreements 

comparable to the type of repurchase 

agreement involved, except that if 

quotations are unavailable from two 

such dealers, only one other competitive 

quotation is required. 

(b) With respect to each such 

transaction involving variable rate 

demand notes for which dealer quotes 

are not ordinarily available, a Fund will 

only undertake purchases and sales 

where the Adviser has determined, 

based on relevant information 

reasonably available to the Adviser, that 

the income earned from the variable rate 

demand note is at least equal to that of 

variable rate demand notes of 

comparable quality that are available 

from other sources. 

5. With respect to securities offered in 

a primary market underwritten 

transaction, a Fund will undertake such 

purchase from the Trading Entity only 

where the Adviser has determined, 

based upon relevant information 

reasonably available to the Adviser, that 

the securities were purchased at a price 

that is no more than the price paid by 

each other purchaser of securities from 

the Trading Entity or other members of 

the underwriting syndicate in that 

offering or in any concurrent offering of 

the securities, and on the same terms as 

such other purchasers (except in the 

case of an offering conducted under the 

laws of a country other than the United 

States, for any rights to purchase that 

are required by law to be granted to 

existing securities holders of the issuer). 

6. In the case of an arrangement 

regarding a tender option bond trust for 

which a Trading Entity acts as a 

liquidity provider or remarketing agent 

and owns an interest (or may own an 

interest as a result of such capacity): 

(a) Where such arrangement was 

structured prior to the closing of the 

Joint Venture, the terms of such 

arrangement will not change after such 

closing without the approval of the 

Necessary Majority of the Fund’s Board, 

based on a finding that it is in the best 

interests of the Fund to continue such 

arrangement, as proposed to be 

modified; provided that if the Trading 

Entity owns the residual interest and a 

Fund owns the floating rate interest, 

such Board approval will not be 

required if: (i) The Fund is eligible to 


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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: 


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