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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Federal Register / Vol. 74, No. 75 / Tuesday, April 21, 2009 / Notices 18269 

5FINRA is in the process of developing an 

accompanying qualification examination that will 

provide a more targeted assessment of the job 

functions performed by the individuals that would 

fall within the proposed registration category. The 

examination itself, including the content outline 

and test specifications, and fees associated with it 

will be the subject of a separate proposed rule 

change. 

6Supra note 4. 

7Four of the six commenters raised the issue of 

a proposal previously made to the Division of 

Trading & Markets (the ‘‘Division’’) that would 

create a Federal registration exemption and 

simplified system of regulation for merger and 

acquisition intermediaries. See AM&AA Letter; 

ICBC Letter; M&A Source Letter; MBBI Letter. The 

proposal is not germane to this proposed rule 

change and is being considered separately by the 

Division. 

8See Starlight Investments Letter. 

9 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

10 15 U.S.C. 78o–3(g)(3). 

11 15 U.S.C. 78s(b)(2). 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The current FINRA rulebook consists of (1) 

FINRA Rules; (2) NASD Rules; and (3) rules 

incorporated from NYSE (‘‘Incorporated NYSE 

Rules’’) (together, the NASD Rules and Incorporated 

NYSE Rules are referred to as the ‘‘Transitional 

Rulebook’’). While the NASD Rules generally apply 

to all FINRA members, the Incorporated NYSE 

Rules apply only to those members of FINRA that 

are also members of the NYSE (‘‘Dual Members’’). 

The FINRA Rules apply to all FINRA members, 

unless such rules have a more limited application 

by their terms. For more information about the 

rulebook consolidation process, see FINRA 

Information Notice, March 12, 2008 (Rulebook 

Consolidation Process). 

Representative-Investment Banking— 

which will have an examination tailored 

for associated persons whose activities 

are limited to investment banking.5 The 

proposed rule change also sets forth the 

registration requirements for principals 

who supervise investment banking 

activities. 

III. Summary of Comments 

The Commission received letters from 

six commenters in response to the 

proposed rule change.6 All of the 

commenters supported the proposal.7

The commenters commended FINRA’s 

acknowledgment of the specialized 

obligations of investment banking 

professionals. One commenter noted 

that this new category of limited 

registration will allow investment 

banking employees to become better 

trained in the rules and regulations 

applicable to the profession.8

IV. Discussion and Commission’s 

Findings 

After careful consideration of the 

proposal and the comments submitted, 

the Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities association.9 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 15A(g)(3) of the Act,10

which requires FINRA to prescribe 

standards of training, experience, and 

competence for persons associated with 

FINRA members. The Commission 

believes that the proposal is consistent 

with the provisions of the Act noted 

above because it allows FINRA members 

to more efficiently allocate resources in 

order to better train their specialized 

personnel, which should result in 

improved compliance by principals and 

the employees they supervise. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,11 that the 

proposed rule change (SR–FINRA– 

2009–006) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–9057 Filed 4–20–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59762; File No. SR–FINRA– 

2009–023] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change To Adopt 

FINRA Rule 2320 in the Consolidated 

FINRA Rulebook 

April 14, 2009. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on March 31, 

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 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III below, which Items have been 

prepared by FINRA. 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 

FINRA is proposing to adopt NASD 

Rule 2820 (Variable Contracts of an 

Insurance Company) as a FINRA rule in 

the consolidated FINRA rulebook with 

minor changes. The proposed rule 

change would renumber NASD Rule 

2820 as FINRA Rule 2320 in the 

consolidated FINRA rulebook. 

The text of the proposed rule change 

is available on FINRA’s Web site at 

(http://www.finra.org), at the principal 

office of FINRA, 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, 

FINRA 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. FINRA 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 

As part of the process of developing 

a new consolidated rulebook 

(‘‘Consolidated FINRA Rulebook’’),3

FINRA is proposing to adopt NASD 

Rule 2820 into the Consolidated FINRA 

Rulebook with minor changes discussed 

below. The proposed rule change would 

renumber NASD Rule 2820 as FINRA 

Rule 2320. 

NASD Rule 2820 regulates members 

in connection with the sale and 

distribution of variable life insurance 

and variable annuity contracts (together, 

‘‘variable contracts’’). It prohibits 

members from participating in the offer 

or sale of a variable contract unless 

certain conditions are met. Members 

may not participate in the offering or 

sale of a variable contract on any basis 

other than at a value to be determined 

following receipt of payment in 

accordance with the provisions of the 

contract, the prospectus and the 

Investment Company Act. Members 

must promptly transmit to the issuing 

insurance company all contract 

applications and at least the portion of 

the purchase payment required to be 

credited to the contract. NASD Rule 

2820 also requires selling agreements 

between principal underwriters of 

variable contracts and selling brokerdealers. Such agreements must provide 

that the sales commission will be 

mstockstill on PROD1PC66 with NOTICES