Federal Register / Vol. 74, No. 75 / Tuesday, April 21, 2009 / Notices 18265 

1ProShares Trust, et al., Investment Company Act 

Release Nos. 27323 (May 18, 2006) (notice) and 

27394 (June 13, 2006) (order), amended by 

Investment Company Act Release Nos. 27609 (Dec. 

22, 2006) (notice) and 27666 (Jan. 18, 2007) (order) 

and further amended by Investment Company Act 

Release Nos. 27975 (Sep. 21, 2007) (notice) and 

28014 (Oct. 17, 2007) (order). 

link. The availability of video 

teleconferencing services is not 

guaranteed. 

Dated: April 15, 2009. 

Annette L. Vietti Cook, 

Secretary of the Commission. 

[FR Doc. E9–9101 Filed 4–20–09; 8:45 am] 

BILLING CODE 7590–01–P 

NUCLEAR REGULATORY 

COMMISSION 

Sunshine Federal Register Notice 

AGENCY HOLDING THE MEETINGS: Nuclear 

Regulatory Commission. 

DATES: Weeks of April 20, 27, May 4, 11, 

18, 25, 2009. 

PLACE: Commissioners’ Conference 

Room, 11555 Rockville Pike, Rockville, 

Maryland. 

STATUS: Public and Closed. 

Week of April 20, 2009 

Thursday, April 23, 2009 

2 p.m. Briefing on Radioactive 

Source Security (Public Meeting) 

(Contact: Kim Lukes, 301–415–6701). 

This meeting will be webcast live at 

the Web address—www.nrc.gov. 

Week of April 27, 2009—Tentative 

There are no meetings scheduled for 

the week of April 27, 2009. 

Week of May 4, 2009—Tentative 

There are no meetings scheduled for 

the week of May 4, 2009. 

Week of May 11, 2009—Tentative 

Thursday, May 14, 2009 

9 a.m. Briefing on the Results of the 

Agency Action Review Meeting (Public 

Meeting) (Contact: Shaun Anderson, 

301–415–2039). 

This meeting will be webcast live at 

the Web address—www.nrc.gov. 

Week of May 18, 2009—Tentative 

There are no meetings scheduled for 

the week of May 18, 2009. 

Week of May 25, 2009—Tentative 

Wednesday, May 27, 2009 

9:30 a.m. Briefing on External Safety 

Culture (Public Meeting) (Contact: 

Stewart Magruder, 301–415–8730). 

This meeting will be webcast live at 

the Web address—www.nrc.gov. 

Wednesday, May 27, 2009: 

1:30 p.m. Briefing on Internal Safety 

Culture (Public Meeting) (Contact: June 

Cai, 301–415–5192). 

This meeting will be webcast live at 

the Web address—www.nrc.gov. 

Thursday, May 28, 2009 

9:30 a.m. Briefing on Fire Protection 

Closure Plan (Public Meeting) (Contact: 

Alex Klein, 301–415–2822). 

This meeting will be webcast live at 

the Web address—www.nrc.gov. 

* * * * * 

*The schedule for Commission meetings is 

subject to change on short notice. To verify 

the status of meetings, call (recording)—(301) 

415–1292. Contact person for more 

information: Rochelle Bavol, (301) 415–1651. 

* * * * * 

The NRC Commission Meeting 

Schedule can be found on the Internet 

at: www.nrc.gov/about-nrc/policymaking/schedule.html. 

* * * * * 

The NRC provides reasonable 

accommodation to individuals with 

disabilities where appropriate. If you 

need a reasonable accommodation to 

participate in these public meetings, or 

need this meeting notice or the 

transcript or other information from the 

public meetings in another format (e.g., 

braille, large print), please notify the 

NRC’s Disability Program Coordinator, 

Rohn Brown, at 301–492–2279, TDD: 

301–415–2100, or by e-mail at 

rohn.brown@nrc.gov. Determinations on 

requests for reasonable accommodation 

will be made on a case-by-case basis. 

* * * * * 

This notice is distributed 

electronically to subscribers. If you no 

longer wish to receive it, or would like 

to be added to the distribution, please 

contact the Office of the Secretary, 

Washington, DC 20555 (301–415–1969), 

or send an e-mail to 

darlene.wright@nrc.gov. 

Dated: April 16, 2009. 

Rochelle C. Bavol, 

Office of the Secretary. 

[FR Doc. E9–9196 Filed 4–17–09; 4:15 pm] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28696; 812–13400] 

ProShares Trust, et al.; Notice of 

Application 

April 14, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application to 

amend a prior order under section 6(c) 

of the Investment Company Act of 1940 

(‘‘Act’’) granting an exemption from 

sections 2(a)(32), 5(a)(1), 22(d) and 24(d) 

of the Act and rule 22c–1 under the Act, 

and 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. 

APPLICANTS: ProShares Trust (‘‘Trust’’) 

and ProShare Advisors LLC (‘‘Adviser’’). 

SUMMARY OF APPLICATION: Applicants 

request an order to amend a prior order 

that permits: (a) Series of an open–end 

management investment company 

(‘‘Initial Funds’’) to issue shares 

redeemable in large aggregations only 

(‘‘Creation Unit Aggregations’’); (b) 

secondary market transactions in the 

shares to occur at negotiated prices; (c) 

dealers to sell the shares to purchasers 

in the secondary market unaccompanied 

by a prospectus, when prospectus 

delivery is not required by the 

Securities Act of 1933 (‘‘Securities 

Act’’); and (d) certain affiliated persons 

of the Initial Funds to deposit securities 

into, and receive securities from, the 

Initial Funds in connection with the 

purchase and redemption of Creation 

Unit Aggregations (‘‘Prior Order’’).1

Applicants seek to amend the Prior 

Order to: (a) Provide greater operational 

flexibility to the Funds (defined below); 

(b) expand the category of Funds 

designed to correspond to the return of 

an Underlying Index (defined below) 

(‘‘Matching Funds’’) to include Funds 

that seek to match the performance of an 

Underlying Index primarily focused on 

United States equity securities that 

applies a strategy referred to as 130/30 

(‘‘130/30 Funds’’); (c) permit Funds that 

are based on foreign equity securities 

indices (‘‘Foreign Equity Funds’’) to pay 

redemption proceeds under certain 

circumstances more than seven days 

after the tender of a Creation Unit 

Aggregation for redemption, but in any 

event within a period not to exceed 14 

calendar days; (d) delete a condition 

related to future relief in the Prior Order 

and permit applicants to offer additional 

series using underlying securities 

indices (collectively, ‘‘Underlying 

Indices’’ or individually, ‘‘Underlying 

Index’’) different than those permitted 

under the Prior Order; (e) delete the 

relief granted in the Prior Order from 

section 24(d) of the Act and revise the 

applications on which the Prior Order 

was issued (‘‘Prior Applications’’) 

accordingly; and (f) amend the terms 

and conditions of the Prior Applications 

with respect to certain disclosure 

requirements. 

mstockstill on PROD1PC66 with NOTICES

18266 Federal Register / Vol. 74, No. 75 / Tuesday, April 21, 2009 / Notices 

2The term ‘‘Depositary Receipts’’ includes Global 

Depositary Receipts, Euro Depositary Receipts, 

American Depositary Receipts and New York 

Shares. 

FILING DATES: The application was filed 

on June 29, 2007, and amended on 

October 3, 2007, April 11, 2008, 

November 7, 2008, February 5, 2009 and 

April 14, 2009. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief 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 May 11, 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: ProShares Trust and 

ProShare Advisors LLC, 7501 Wisconsin 

Avenue, Suite 1000, Bethesda, MD 

20814. 

FOR FURTHER INFORMATION CONTACT: 

Laura L. Solomon, Senior Counsel, at 

(202) 551–6915, 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 for a fee at the 

Commission’s Public Reference Room, 

100 F Street, NE., Washington, DC 

20549–1520 (tel. 202–551–5850). 

Applicants’ Representations 

1. The Trust is an open-end 

management investment company 

registered under the Act and organized 

as a Delaware statutory trust. The Trust 

offers series that operate pursuant to the 

Prior Order. The Adviser, which is 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’), or an entity 

controlled by or under common control 

with the Adviser will serve as 

investment adviser to each Fund 

(defined below). The Adviser may enter 

into subadvisory agreements with 

additional investment advisers to act as 

subadviser to the Trust and any Fund. 

Any subadviser to the Trust or a Fund 

will be registered under the Advisers 

Act. 

2. Applicants seek to amend the Prior 

Order to permit the Trust to offer certain 

new series that are described in greater 

detail in the application (the 

‘‘Additional Funds’’) and future series 

(‘‘Future Funds,’’ together with the 

Additional Funds, the ‘‘New Funds’’) 

that will be offered pursuant to the same 

terms, provisions and conditions of the 

Prior Applications and the Prior Order, 

as further amended or modified by the 

application (the New Funds and the 

Initial Funds are the ‘‘Funds’’ and the 

shares that are issued by the Funds are 

referred to as ‘‘ETS’’). Any entity that 

creates, compiles, sponsors, or 

maintains an Underlying Index 

(‘‘Underlying Index Provider’’) is not 

and will not 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, a Fund, a promoter, 

the Adviser, any subadviser to any 

Fund, or the Funds’ distributor. 

3. Applicants request relief that 

would provide greater operational 

flexibility to Funds by permitting: (a) 

The Funds to enter into short positions 

in the component securities comprising 

the relevant Underlying Index 

(‘‘Component Securities’’); (b) Matching 

Funds to invest at least 80% rather than 

85% of its total assets (exclusive of 

collateral held for purposes of securities 

lending) in Component Securities and/ 

or investments that have economic 

characteristics that are substantially 

identical to the economic characteristics 

of Component Securities; (c) Leveraged 

Funds (defined below) to determine 

what percentage, if any, of its total 

assets to invest in Component 

Securities; and (d) Leveraged Funds and 

Inverse Funds (defined below) to seek a 

specified multiple of the performance of 

an Underlying Index without being 

limited to multiples of 125%, 150%, or 

200%, up to a multiple of 300%. 

Applicants state this greater operational 

flexibility will provide the Funds with 

the ability to pursue more efficient and 

cost-effective techniques in seeking to 

achieve their investment objectives. 

4. Applicants also seek to amend the 

terms and conditions of the Prior 

Applications to provide that all 

representations and conditions 

contained in the Prior Applications that 

require a Fund to disclose particular 

information in the Fund’s prospectus 

(‘‘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) 

(‘‘Summary Prospectus Rule’’). 

Applicants state that such amendment 

is warranted because the Commission’s 

amendments to Form N–1A with regard 

to exchange-traded funds as part of the 

Summary Prospectus Rule reflect the 

Commission’s view with respect to the 

appropriate types of prospectus and 

annual report disclosures for an 

exchange-traded fund. 

5. Applicants also seek relief to 

introduce Matching Funds that will be 

130/30 Funds. Applicants state that in 

general, ‘‘130/30’’ strategies: (a) 

Establish long positions in securities 

such that total long exposure amounts to 

approximately 130% of net assets; and 

(b) simultaneously establish short 

positions in other securities such that 

total short exposure amounts to 

approximately 30% of net assets. Each 

130/30 Fund will hold at least 80% of 

its total assets (exclusive of collateral 

held for purposes of securities lending) 

in the Component Securities that are 

specified for the long positions and 

could invest up to 20% in such 

Component Securities, cash equivalents 

or other securities. The 130/30 Funds 

would also enter into financial 

instruments to obtain any remaining 

50% long and 30% short positions 

dictated by its Underlying Index. 

Similar to existing Funds that seek daily 

investment results that correspond, 

before fees and expenses, to a specified 

multiple of the daily performance of an 

Underlying Index (‘‘Leveraged Funds’’) 

and seek the inverse performance or a 

specified multiple of the inverse 

performance of their Underlying Indices 

(‘‘Inverse Funds’’), the 130/30 Funds 

will provide full portfolio disclosure so 

that the intraday value of a 130/30 Fund 

can accurately be calculated, market 

participants will be able to understand 

the principal investment strategies of 

the 130/30 Funds, and informed trading 

of 130/30 Funds’ shares may occur. The 

creation and redemption process for the 

130/30 Funds will be the same as for the 

existing Leveraged Funds in that 

Creation Unit Aggregations of 130/30 

Funds will generally be purchased and 

redeemed for a basket of in-kind 

securities and cash, or solely cash. 

6. Applicants may offer Matching 

Funds that are also Foreign Equity 

Funds. Such Funds will invest at least 

80% of their total assets in Component 

Securities and Depositary Receipts 

representing Component Securities.2

Applicants may also offer Funds based 

on Underlying Indices that are debt 

securities indices (‘‘Debt Funds’’). 

Applicants state that a cash-in-lieu 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 74, No. 75 / Tuesday, April 21, 2009 / Notices 18267 

3A TBA transaction is a method of trading 

mortgage-backed securities where the buyer and 

seller agree upon general trade parameters such as 

agency, settlement date, par amount and price. The 

actual pools delivered generally are determined two 

days prior to the settlement date. The amount of 

substituted cash in the case of TBA transactions 

will be equivalent to the value of the TBA 

transaction listed as a deposit security or a Portfolio 

Security. 

4 In accepting the Deposit Basket and satisfying 

redemptions with Portfolio Securities that are 

restricted securities eligible for resale pursuant to 

rule 144A under the Securities Act, the Trust will 

comply with the conditions of rule 144A, including 

in satisfying redemptions with such rule 144A 

eligible restricted Portfolio Securities. The 

prospectus for a Fund will also state that an 

authorized participant that is not a ‘‘Qualified 

Institutional Buyer,’’ as defined in rule 144A under 

the Securities Act, will not be able to receive, as 

part of a redemption, restricted securities eligible 

for resale under rule 144A. 

5Rule 15c6–1 under the Securities Exchange Act 

of 1934 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. 

6All representations and conditions contained in 

the application and the Prior Applications that 

require a Fund to disclose particular information in 

the Fund’s Prospectus and/or annual report shall 

remain 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). 

amount will replace any ‘‘to-beannounced’’ (‘‘TBA’’) transaction that is 

listed as a deposit security or Portfolio 

Security (defined below) of a Debt 

Fund.3

7. Applicants state that the Trust will 

comply with the federal securities laws 

in accepting a deposit of a portfolio of 

securities (‘‘Deposit Basket’’) and 

satisfying redemptions with equity or 

debt securities contained in the 

redemption list (‘‘Portfolio Securities’’) 

including that the Deposit Basket and 

Portfolio Securities are sold only in 

transactions that would be exempt from 

registration under the Securities Act.4

Applicants believe that the requested 

relief continues to meet the necessary 

exemptive standards. 

Applicants’ Legal Analysis 

1. 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 22(e) of the Act: 

2. Section 22(e) of the Act generally 

prohibits a registered investment 

company from suspending the right of 

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 for 

Foreign Equity Funds is contingent not 

only on the settlement cycle of the 

United States market, but also on the 

delivery cycles in local markets for 

underlying foreign securities held by the 

Foreign Equity Funds. Applicants state 

that market delivery cycles for 

transferring Portfolio Securities to 

investors redeeming Creation Unit 

Aggregations, together with local market 

holiday schedules, will, in certain 

circumstances, require a delivery 

process in excess of seven days. 

Applicants request relief under section 

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

allow certain Foreign Equity Funds to 

pay redemption proceeds up to 14 

calendar days after the tender of a 

Creation Unit Aggregation for 

redemption. Except as disclosed in the 

relevant Prospectus, and/or statement of 

additional information (‘‘SAI’’), 

applicants expect that each Foreign 

Equity Fund will be able to deliver 

redemption proceeds within seven 

days.5

3. 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 (over the 

period of at least one year following the 

date of the SAI), if any, that are 

expected to prevent the delivery of 

redemption proceeds in seven calendar 

days, and the maximum number of 

days, up to 14 calendar days, needed to 

deliver the proceeds for each Foreign 

Equity Fund relying on relief from 

section 22(e). Applicants are not seeking 

relief from section 22(e) with respect to 

Foreign Equity Funds that do not effect 

creations and redemptions of Creation 

Unit Aggregations in-kind. 

Section 24(d) of the Act: 

4. Applicants seek to amend the Prior 

Order to delete the relief granted from 

section 24(d) of the Act. Applicants 

state that the deletion of the exemption 

from section 24(d) that was granted in 

the Prior Order is warranted because the 

adoption of the Summary Prospectus 

Rule should supplant any need by a 

Fund to use a product description 

(‘‘Product Description’’). The deletion of 

the relief granted with respect to section 

24(d) of the Act from the Prior Order 

will also result in the deletion of related 

discussions in the Prior Applications, 

revision of the Prior Applications to 

delete references to Product 

Descriptions including in the 

conditions, and the deletion of 

condition 5 of the Prior Order. 

Future Relief: 

5. The Prior Order is currently subject 

to a condition that does not permit relief 

for Future Funds unless applicants 

request and receive with respect to such 

Future Fund, either exemptive relief 

from the Commission or a no-action 

letter from the Division of Investment 

Management of the Commission. 

6. The order would amend the Prior 

Order to delete this condition. Any 

Future Fund will: (a) be advised by the 

Adviser, or an entity controlled by or 

under common control with the 

Adviser; (b) use Underlying Indices 

where the Underlying Index Provider is 

not an affiliated person, as defined in 

section 2(a)(3) of the Act, or an affiliated 

person of an affiliated person, of the 

Trust, a Fund, a promoter, the Adviser, 

any subadviser to a Fund, or the Funds’ 

distributor; and (c) comply with the 

terms of the Prior Order, as amended by 

the present application. 

7. Applicants believe that the 

modification of the future relief 

available under the Prior Order would 

be consistent with sections 6(c) and 

17(b) of the Act and that granting the 

requested relief will facilitate the timely 

creation of Future Funds and the 

commencement of secondary market 

trading of such Future Funds by 

removing the need to seek additional 

exemptive relief. Applicants submit that 

the terms and conditions of the Prior 

Order were and are appropriate for the 

Initial and Additional Funds and would 

be appropriate for Future Funds. 

Applicants’ Conditions: 

Applicants agree that any amended 

order granting the requested relief will 

be subject to the following conditions:6

1. The Prospectus will clearly disclose 

that, for purposes of the Act, ETS are 

issued by the Funds and that the 

acquisition of ETS by investment 

companies 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 an agreement with the Fund 

regarding the terms of the investment. 

2. As long as the Trust operates in 

reliance on the requested order, the ETS 

will be listed on a national securities 

exchange as defined in section 2(a)(26) 

of the Act. 

mstockstill on PROD1PC66 with NOTICES

18268 Federal Register / Vol. 74, No. 75 / Tuesday, April 21, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 59484 

(March 2, 2009); 74 FR 10317 (‘‘Notice’’). 

4See letters from Gregory M. LeNeave, Anderson 

LeNeave Co., dated March 12, 2009 (‘‘Anderson 

LeNeave Letter’’); Bryan Emerson, Managing 

Member, Starlight Investments, LLC, dated March 

17, 2009 (‘‘Starlight Investments Letter’’); Michael 

B. Ribet, Member of the Board of Directors, Midwest 

Business Brokers and Intermediaries Association, to 

Elizabeth M. Murphy, Secretary, Commission, dated 

March 27, 2009 (‘‘MBBI Letter’’); Michael Adhikari, 

Advisory Board President, Alliance of Merger & 

Acquisitions Advisors, to Elizabeth M. Murphy, 

Secretary, Commission, dated March 30, 2009 

(‘‘AM&AA Letter’’); Brian A. Wendler, President, 

Institute of Certified Business Counselors, to 

Elizabeth M. Murphy, Secretary, Commission, dated 

March 31, 2009 (‘‘ICBC Letter’’); and Daniel E. Hall, 

Chairman, The M&A Source, to Elizabeth M. 

Murphy, Secretary, Commission, dated March 31, 

2009 (‘‘M&A Source Letter’’). 

3. Neither the Trust nor any Fund will 

be advertised or marketed as an openend fund or a mutual fund. The 

Prospectus will prominently disclose 

that ETS are not individually 

redeemable shares and will disclose that 

the owners of the ETS may acquire 

those ETS from the Trust and tender 

those ETS for redemption to the Trust 

in Creation Unit Aggregations only. Any 

advertising material that describes the 

purchase or sale of Creation Unit 

Aggregations or refers to redeemability 

will prominently disclose that ETS are 

not individually redeemable and that 

owners of ETS may acquire those ETS 

from the Trust and tender those ETS for 

redemption to the Trust in Creation Unit 

Aggregations only. 

4. The Web site for the Trust, which 

will be publicly accessible at no charge, 

will contain the following information, 

on a per ETS basis, for each Fund: (a) 

The prior business day’s NAV and the 

reported closing price, and a calculation 

of the premium or discount of such 

price against such NAV; and (b) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the daily closing price against the 

NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters (or 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 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 the 

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

following data, calculated on a per ETS 

basis for one, five and ten year periods 

(or life of the Fund, if shorter), (i) the 

cumulative total return and the average 

annual total return based on NAV and 

closing price, and (ii) the cumulative 

total return of the relevant Underlying 

Index. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–9056 Filed 4–20–09; 8:45 am] 

BILLING CODE 8010–01–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 Tuesday, April 21, 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 Walter, as duty officer, 

voted to consider the items listed for the 

Closed Meeting in closed session, and 

determined that no earlier notice thereof 

was possible. 

The subject matter of the Closed 

Meeting scheduled for Tuesday, April 

21, 2009 will be: 

• Formal order of investigation; 

• Institution and settlement of 

injunctive actions; 

• Institution and settlement of 

administrative proceedings of an 

enforcement nature; 

• 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: April 16, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–9179 Filed 4–17–09; 11:15 am] 

BILLING CODE;P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59757; File No. SR–FINRA– 

2009–006] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Order Approving a 

Proposed Rule Change Relating to a 

New Limited Representative 

Registration Category for Investment 

Banking Professionals 

April 13, 2009. 

I. Introduction 

On February 17, 2009, the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) (f/k/a National Association 

of Securities Dealers, Inc. (‘‘NASD’’)), 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to adopt NASD Rule 1032(i), 

which defines a new limited registration 

category for investment banking 

professionals, and sets forth the 

registration requirements for principals 

who supervise investment banking 

activities. The proposed rule change 

was published for comment in the 

Federal Register on March 10, 2009.3

The Commission received six comment 

letters regarding the proposal.4 This 

order approves the proposed rule 

change. 

II. Description of the Proposed Rule 

Change 

Any person associated with a member 

firm who is engaged in the securities 

business of the firm must register with 

FINRA. As part of the registration 

process, securities professionals must 

pass a qualification examination to 

determine competence in each area in 

which they intend to work. FINRA has 

developed examinations and 

administers examinations developed by 

other self-regulatory organizations that 

are designed to establish that persons 

associated with FINRA members have 

attained specified levels of competence 

and knowledge. 

Pursuant to NASD Rule 1032, a 

person who functions as a registered 

representative must pass the General 

Securities Representative (Series 7) 

examination or certain equivalent 

examinations, unless the person’s 

activities are so limited as to qualify 

him for a limited representative category 

which has an examination associated 

with it. The proposed rule, NASD Rule 

1032(i), creates a new limited 

representative category—Limited 

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