Federal Register / Vol. 73, No. 180 / Tuesday, September 16, 2008 / Notices 53467 

thereafter, the first two years in an 

easily accessible place. 

13. The Purchasing Fund Adviser, 

Trustee or Sponsor, as applicable, will 

waive fees otherwise payable to it by the 

Purchasing Fund in an amount at least 

equal to any compensation (including 

fees received under any plan adopted by 

a Fund under rule 12b–1 under the Act) 

received from a Fund by the Purchasing 

Fund Adviser, Trustee or Sponsor, or an 

affiliated person of the Purchasing Fund 

Adviser, Trustee or Sponsor, other than 

any advisory fees paid to the Purchasing 

Fund Adviser, Trustee or Sponsor, or its 

affiliated person by a Fund, in 

connection with the investment by the 

Purchasing Fund in the Fund. Any 

Purchasing Fund Sub-Adviser will 

waive fees otherwise payable to the 

Purchasing Fund Sub-Adviser, directly 

or indirectly, by the Purchasing 

Management Company in an amount at 

least equal to any compensation 

received from a Fund by the Purchasing 

Fund Sub-Adviser, or an affiliated 

person of the Purchasing Fund SubAdviser, other than any advisory fees 

paid to the Purchasing Fund SubAdviser or its affiliated person by the 

Fund, in connection with any 

investment by the Purchasing 

Management Company in a Fund made 

at the direction of the Purchasing Fund 

Sub-Adviser. In the event that the 

Purchasing Fund Sub-Adviser waives 

fees, the benefit of the waiver will be 

passed through to the Purchasing 

Management Company. 

14. Any sales charges and/or service 

fees charged with respect to shares of a 

Purchasing Fund will not exceed the 

limits applicable to a fund of funds as 

set forth in NASD Conduct Rule 2830. 

15. Once an investment by a 

Purchasing Fund in the securities of a 

Fund exceeds the limit in section 

12(d)(1)(A)(i) of the Act, the board of 

directors or trustees of a Fund 

(‘‘Board’’), including a majority of the 

directors or trustees that are not 

‘‘interested persons’’ within the 

meaning of section 2(a)(19) of the Act 

(‘‘disinterested Board members’’), will 

determine that any consideration paid 

by the Fund to a Purchasing Fund or 

Purchasing Fund Affiliate in connection 

with any services or transactions: (a) Is 

fair and reasonable in relation to the 

nature and quality of the services and 

benefits received by the Fund; (b) is 

within the range of consideration that 

the Fund would be required to pay to 

another unaffiliated entity in connection 

with the same services or transactions; 

and (c) does not involve overreaching 

on the part of any person concerned. 

This condition does not apply with 

respect to any services or transactions 

between a Fund and its investment 

adviser(s), or any person controlling, 

controlled by, or under common control 

with such investment adviser(s). 

16. The Board, including a majority of 

the disinterested Board members, will 

adopt procedures reasonably designed 

to monitor any purchases of securities 

by a Fund in an Affiliated Underwriting 

once an investment by the Purchasing 

Fund in the securities of the Fund 

exceeds the limit of section 

12(d)(1)(A)(i) of the Act, including any 

purchases made directly from an 

Underwriting Affiliate. The Board will 

review these purchases periodically, but 

no less frequently than annually, to 

determine whether the purchases were 

influenced by the investment by the 

Purchasing Fund in a Fund. The Board 

will consider, among other things: (a) 

Whether the purchases were consistent 

with the investment objectives and 

policies of the Fund; (b) how the 

performance of securities purchased in 

an Affiliated Underwriting compares to 

the performance of comparable 

securities purchased during a 

comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (c) 

whether the amount of securities 

purchased by a Fund in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The 

Board will take any appropriate actions 

based on its review, including, if 

appropriate, the institution of 

procedures designed to assure that 

purchases of securities in Affiliated 

Underwritings are in the best interest of 

shareholders of the Fund. 

17. Each Fund will maintain and 

preserve permanently in an easily 

accessible place a written copy of the 

procedures described in the preceding 

condition, and any modifications to 

such procedures, and will maintain and 

preserve for a period not less than six 

years from the end of the fiscal year in 

which any purchase in an Affiliated 

Underwriting occurred, the first two 

years in an easily accessible place, a 

written record of each purchase of 

securities in Affiliated Underwritings, 

once an investment by a Purchasing 

Fund in the Shares of the Fund exceeds 

the limit of section 12(d)(1)(A)(i) of the 

Act, setting forth from whom the 

securities were acquired, the identity of 

the underwriting syndicate’s members, 

the terms of the purchase, and the 

information or materials upon which 

the Board’s determinations were made. 

18. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Purchasing Management Company, 

including a majority of the disinterested 

directors or trustees, will find that the 

advisory fees charged under such 

contract are based on services provided 

that will be in addition to, rather than 

duplicative of, the services provided 

under the advisory contract(s) of any 

Fund in which the Purchasing 

Management Company may invest. 

These findings and their basis will be 

recorded fully in the minute books of 

the appropriate Purchasing Management 

Company. 

19. No Fund will acquire securities of 

any investment company or companies 

relying on sections 3(c)(1) or 3(c)(7) of 

the Act in excess of the limits contained 

in section 12(d)(1)(A) of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–21545 Filed 9–15–08; 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 Wednesday, September 10, 2008, at 

5 p.m. 

Commissioners and certain staff 

members who have an interest in the 

matter will attend the Closed Meeting. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion as set forth 

in 5 U.S.C. 552b(c)(8) and (9) and 17 

CFR 200.402(a)(8) and (9), permit 

consideration of the scheduled matter at 

the Closed Meeting. 

Commissioner Aguilar as duty officer, 

voted to consider the item 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 Wednesday, 

September 10, 2008, will be: A matter 

related to a financial institution. 

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. 


ebenthall on PROD1PC60 with NOTICES
53468 Federal Register / Vol. 73, No. 180 / Tuesday, September 16, 2008 / Notices 

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

2 17 CFR 240.19d–1(c)(2). 

3 17 CFR 240.19d–1(c)(1). 

4The Commission adopted amendments to 

paragraph (c) of Rule 19d–1 to allow self-regulatory 

organizations (‘‘SROs’’) to submit for Commission 

approval plans for the abbreviated reporting of 

minor disciplinary infractions. See Securities 

Exchange Act Release No. 21013 (June 1, 1984), 49 

FR 23828 (June 8, 1984). Any disciplinary action 

taken by an SRO against any person for violation 

of a rule of the SRO which has been designated as 

a minor rule violation pursuant to such a plan filed 

with the Commission shall not be considered 

‘‘final’’ for purposes of Section 19(d)(1) of the Act 

if the sanction imposed consists of a fine not 

exceeding $2,500 and the sanctioned person has not 

sought an adjudication, including a hearing, or 

otherwise exhausted his administrative remedies. 

5On August 18, 2008, the Commission approved 

BATS Exchange’s application for registration as a 

national securities exchange, including the rules 

governing the BATS Exchange. See Securities 

Exchange Act Release No. 58375, 73 FR 49498 

(August 21, 2008). In the approval order, the 

Commission noted that BATS Exchange Rule 8.15 

provides for the imposition of fines for minor rule 

violations pursuant to a minor rule violation plan. 

Accordingly, the Commission noted that as a 

condition to the operation of the BATS Exchange, 

the Exchange must file a minor rule violation plan 

with the Commission. 

6BATS Exchange attached a sample form of the 

quarterly report with its submission to the 

Commission. 

Dated: September 10, 2008. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–21607 Filed 9–15–08; 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 Thursday, September 18, 2008 at 1 

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 closed 

session. 

The subject matter of the Closed 

Meeting scheduled for Thursday, 

September 18, 2008 will be: 

Formal orders of investigation; 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings of an 

enforcement nature; 

An adjudicatory matter; and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: The Office of the Secretary at 

(202) 551–5400. 

Dated: September 11, 2008. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–21643 Filed 9–15–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58485; File No. 4–568] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing of 

Proposed Minor Rule Violation Plan 

September 8, 2008. 

Pursuant to section 19(d)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19d–1(c)(2) 

thereunder,2 notice is hereby given that 

on August 29, 2008, the BATS 

Exchange, Inc. (‘‘BATS’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘Commission’’) copies of proposed 

minor rule violations with sanctions not 

exceeding $2,500 which would not be 

subject to the provisions of Rule 19d– 

1(c)(1) of the Act 3 requiring that a selfregulatory organization promptly file 

notice with the Commission of any final 

disciplinary action taken with respect to 

any person or organization.4 In 

accordance with paragraph (c)(2) of Rule 

19d–1 of the Act, the Exchange 

proposed to designate certain specified 

rule violations as minor rule violations, 

and requests that it be relieved of the 

reporting requirements regarding such 

violations, provided it gives notice of 

such violations to the Commission on a 

quarterly basis. BATS Exchange 

proposes to include in its proposed 

MRVP the policies and procedures 

currently included in BATS Exchange 

Rule 8.15 (‘‘Imposition of Fines for 

Minor Violation(s) of Rules’’).5

According to the Exchange’s proposed 

MRVP, under Rule 8.15, the Exchange 

may impose a fine (not to exceed 

$2,500) on a member or an associated 

person with respect to any rule listed in 

Rule 8.15.01. The Exchange shall serve 

the person against whom a fine is 

imposed with a written statement 

setting forth the rule or rules violated, 

the act or omission constituting each 

such violation, the fine imposed, and 

the date by which such determination 

becomes final or by which such 

determination must be contested. If the 

person against whom the fine is 

imposed pays the fine, such payment 

shall be deemed to be a waiver of such 

person’s right to a disciplinary 

proceeding and any review of the matter 

under BATS Exchange rules. Any 

person against whom a fine is imposed 

may contest the Exchange’s 

determination by filing with the 

Exchange a written response, at which 

point the matter shall become a 

disciplinary proceeding. 

Under Rule 8.15.01, violations of the 

following rules would be appropriate for 

disposition under the minor rule 

violations plan: Rule 4.2 and 

Interpretations thereunder, requiring the 

submission of responses to Exchange 

requests for trading data within 

specified time period; Rule 4.2 and 

Interpretations thereunder, related to 

the requirement to furnish Exchangerelated order, market and transaction 

data, as well as financial or regulatory 

records and information; Rule 11.15, 

requirement to identify short sale orders 

as such; and Rule 11.16, requirement to 

comply with locked and crossed market 

rules. 

BATS Exchange proposed to include 

the rule violations listed in Rule 8.15.01 

in its minor rule violation plan. Upon 

approval of the plan, the Exchange will 

provide the Commission a quarterly 

report of actions taken on minor rule 

violations under the plan. The quarterly 

report will include: The Exchange’s 

internal file number for the case, the 

name of the individual and/or 

organization, the nature of the violation, 

the specific rule provision violated, the 

sanction imposed, the number of times 

the rule violation has occurred, and the 

date of disposition.6

I. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning BATS Exchange’s 

proposed Minor Rule Violation Plan, 

including whether the proposed plan is 

consistent with the Act. Comments may 


ebenthall on PROD1PC60 with NOTICES