Federal Register / Vol. 73, No. 199 / Tuesday, October 14, 2008 / Notices 60737 

4 If the fund has been in operation fewer than two 

years, the measured period will being immediately 

following the fund’s first public offering. 

5 If the Fund has been in operation fewer than five 

years, the measured period will begin immediately 

following the Fund’s first public offering. 

information contained in such Notice, 

including the disclosure required by 

condition II.A.2 above, as an exhibit to 

its next filed Form N–CSR; and 

C. The Fund will post prominently a 

statement on its (or its adviser’s) Web 

site containing the information in each 

Notice, including the disclosure 

required by condition II.A.2 above, and 

will maintain such information on such 

Web site for at least 24 months. 

IV. Delivery of 19(a) Notices to 

Beneficial Owners: 

If a broker, dealer, bank or other 

person (‘‘financial intermediary’’) holds 

common stock issued by the Fund in 

nominee name, or otherwise, on behalf 

of a beneficial owner, the Fund: (a) Will 

request that the financial intermediary, 

or its agent, forward the Notice to all 

beneficial owners of the Fund’s shares 

held through such financial 

intermediary; (b) will provide, in a 

timely manner, to the financial 

intermediary, or its agent, enough 

copies of the Notice assembled in the 

form and at the place that the financial 

intermediary, or its agent, reasonably 

requests to facilitate the financial 

intermediary’s sending of the Notice to 

each beneficial owner of the Fund’s 

stock; and (c) upon the request of any 

financial intermediary, or its agent, that 

receives copies of the Notice, will pay 

the financial intermediary, or its agent, 

the reasonable expenses of sending the 

Notice to such beneficial owners. 

V. Additional Board Determinations for 

Funds Whose Stock Trades at a 

Premium: 

If: 

A. The Fund’s common stock has 

traded on the exchange on which it 

primarily trades at the time in question 

at an average premium to NAV equal to 

or greater than 10%, as determined on 

the basis of the average of the discount 

or premium to NAV of the Fund’s 

common stock as of the close of each 

trading day over a 12-week rolling 

period (each such 12-week rolling 

period ending on the last trading day of 

each week); and 

B. The Fund’s annualized distribution 

rate for such 12-week rolling period, 

expressed as a percentage of NAV as of 

the ending date of such 12-week rolling 

period, is greater than the Fund’s 

average annual total return in relation to 

the change in NAV over the 2-year 

period ending on the last day of such 

12-week rolling period; then: 

1. At the earlier of the next regularly 

scheduled meeting or within four 

months of the last day of such 12-week 

rolling period, the Board, including a 

majority of the Independent Trustees: 

(a) Will request and evaluate, and the 

Adviser will furnish, such information 

as may be reasonably necessary to make 

an informed determination of whether 

the Plan should be continued or 

continued after amendment; 

(b) will determine whether 

continuation, or continuation after 

amendment, of the Plan is consistent 

with the Fund’s investment objective(s) 

and policies and in the best interests of 

the Fund and its stockholders, after 

considering the information in 

condition V.B.1.a above; including, 

without limitation: 

(1) Whether the Plan is accomplishing 

its purpose(s); 

(2) the reasonably foreseeable effects 

of the Plan on the Fund’s long-term total 

return in relation to the market price 

and NAV of the Fund’s common stock; 

and 

(3) the Fund’s current distribution 

rate, as described in condition V.B 

above, compared to with the Fund’s 

average annual total return over the 2- 

year period, as described in condition 

V.B, or such longer period as the Board 

deems appropriate; and 

(c) based upon that determination, 

will approve or disapprove the 

continuation, or continuation after 

amendment, of the Plan; and 

2. The Board will record the 

information considered by it and the 

basis for its approval or disapproval of 

the continuation, or continuation after 

amendment, of the Plan in its meeting 

minutes, which must be made and 

preserved for a period of not less than 

six years from the date of such meeting, 

the first two years in an easily accessible 

place. 

VI. Public Offerings: 

The Fund will not make a public 

offering of the Fund’s common stock 

other than: 

A. A rights offering below NAV to 

holders of the Fund’s common stock; 

B. an offering in connection with a 

dividend reinvestment plan, merger, 

consolidation, acquisition, spin-off or 

reorganization of the Fund; or 

C. an offering other than an offering 

described in conditions VI.A and VI.B 

above, unless, with respect to such other 

offering: 

1. the Fund’s average annual 

distribution rate for the six months 

ending on the last day of the month 

ended immediately prior to the most 

recent distribution record date,4

expressed as a percentage of NAV per 

share as of such date, is no more than 

1 percentage point greater than the 

Fund’s average annual total return for 

the 5-year period ending on such date; 5

and 

2. the transmittal letter accompanying 

any registration statement filed with the 

Commission in connection with such 

offering discloses that the Fund has 

received an order under section 19(b) to 

permit it to make periodic distributions 

of long-term capital gains with respect 

to its common stock as frequently as 

twelve times each year, and as 

frequently as distributions are specified 

in accordance with the terms of any 

outstanding preferred stock that such 

Fund may issue. 

VII. Amendments to Rule 19b–1: 

The requested relief will expire on the 

effective date of any amendment to rule 

19b–1 that provides relief permitting 

certain closed-end investment 

companies to make periodic 

distributions of long-term capital gains 

with respect to their outstanding 

common stock as frequently as twelve 

times each year. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–24242 Filed 10–10–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release Nos. 33–8975; 34–58747; File No. 

4–573] 

SEC Study of Mark to Market 

Accounting 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Request for comment. 

SUMMARY: The Securities and Exchange 

Commission is requesting public 

comment related to the study to be 

conducted by the Commission under the 

Emergency Economic Stabilization Act 

of 2008 of ‘‘mark-to-market’’ accounting 

applicable to financial institutions, 

including depository institutions. 

DATES: Comments should be received on 

or before November 13, 2008. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 


jlentini on PROD1PC65 with NOTICES
60738 Federal Register / Vol. 73, No. 199 / Tuesday, October 14, 2008 / Notices 

1H.R. 1424. 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 34– 

57525 (March 18, 2008); 73 FR 15815–15817 (March 

25, 2008) (notice). 

4The following submitted comment letters: 

Steven B. Caruso, Maddox Hargett & Caruso, P.C. 

(March 21, 2008) (‘‘Caruso letter’’); Jeff Sonn, Sonn, 

Erez, PLC (March 26, 2008) (‘‘Sonn letter’’); Seth E. 

Lipner, Professor of Law, Zicklin School of 

Business, Baruch College, CUNY, Member, Deutsch 

Lipner (March 28, 2008) (‘‘Lipner letter’’); Steve 

Buchwalter, Attorney (March 29, 2008 and May 15, 

2008) (‘‘Buchwalter letters’’); William A. Jacobson, 

Associate Clinical Professor, Director, Cornell 

Securities Law Clinic, Cornell Law School (March 

31, 2008) (‘‘Cornell letter’’); Scott R. Shewan, Born, 

Pape & Shewan, LLP (April 1, 2008) (‘‘Shewan 

letter’’); Barry D. Estell, Attorney (April 9, 2008) 

(‘‘Estell letter’’); Timothy Canning, Canning & 

Associates (April 10, 2008); Joseph Fogel, Fogel 

Associates (April 11, 2008) (‘‘Fogel letter’’); David 

P. Neuman, Stoltmann Law Offices, P.C. (April 14, 

2008) (‘‘Neuman letter’’); Debra B. Hayes, Attorney 

(April 15, 2008) (‘‘Hayes letter’’); Karen Tyler, 

President, North American Securities 

Administrators Association (‘‘NASAA’’), Inc., and 

North Dakota Securities Commissioner (April 17, 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an e-mail message to rulecomments@sec.gov. Please include File 

Number 4–573 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Florence E. Harmon, Acting 

Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

No. 4–573. This file number should be 

included on the subject line if e-mail is 

used. To help us process and review 

your comments more efficiently, please 

use only one method. The Commission 

will post all comments on its Internet 

Web site (http://www.sec.gov/rules/ 

other.shtml). Comments are also 

available for public inspection and 

copying in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. All comments received 

will be posted without change; we do 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. 

FOR FURTHER INFORMATION CONTACT: 

Jenifer Minke-Girard, Senior Associate 

Chief Accountant, at (202) 551–5300, 

Office of the Chief Accountant, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–6561. 

SUPPLEMENTARY INFORMATION: In 

connection with the study to be 

conducted by the Securities and 

Exchange Commission (‘‘Commission’’) 

under the Emergency Economic 

Stabilization Act of 2008 (the ‘‘Act’’) 1 of 

‘‘mark-to-market’’ accounting applicable 

to financial institutions, including 

depository institutions, the Commission 

welcomes public comments on the 

issues, point-of-view, research and 

opinions that the Commission’s staff 

should consider in conducting the 

study. 

The Act, which was enacted and 

signed by the President on October 3, 

2008, requires the Commission to 

conduct a study of ‘‘mark-to-market’’ 

accounting and submit a report to 

Congress with the findings and 

determinations within 90 days. 

Specifically Section 133 of the Act 

provides as follows: 

Study on Mark-to-Market Accounting 

(a) STUDY.—The Securities and 

Exchange Commission, in consultation 

with the Board [of Governors of the 

Federal Reserve System] and the 

Secretary [of the Treasury], shall 

conduct a study on mark-to-market 

accounting standards as provided in 

Statement Number 157 of the Financial 

Accounting Standards Board, as such 

standards are applicable to financial 

institutions, including depository 

institutions. Such a study shall consider 

at a minimum— 

(1) The effects of such accounting 

standards on a financial institution’s 

balance sheet; 

(2) The impacts of such accounting on 

bank failures in 2008; 

(3) The impact of such standards on 

the quality of financial information 

available to investors; 

(4) The process used by the Financial 

Accounting Standards Board in 

developing accounting standards; 

(5) The advisability and feasibility of 

modifications to such standards; and 

(6) Alternative accounting standards 

to those provided in such Statement 

Number 157. 

(b) REPORT.—The Securities and 

Exchange Commission shall submit to 

Congress a report of such study before 

the end of the 90-day period beginning 

on the date of the enactment of this Act 

containing the findings and 

determinations of the Commission, 

including such administrative and 

legislative recommendations as the 

Commission determines appropriate. 

All interested parties are invited to 

submit their views, in writing, on any or 

all of the subjects identified, whether 

subjects in addition to those identified 

should be included in the study for any 

reason or on any other matter relating to 

the current use of fair value accounting 

(including mark-to-market) in the U.S. 

financial reporting system that should 

be considered. 

Dated: October 8, 2008. 

By the Commission. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–24245 Filed 10–10–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58739; File No. SR–FINRA– 

2008–005] 

Self-Regulatory Organizations: 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Amendment No. 1 and Order Granting 

Accelerated Approval of Proposed 

Rule Change as Modified by 

Amendment No. 1 Thereto To Adopt 

Rule 12905 of the Code of Arbitration 

Procedure for Customer Disputes and 

Rule 13905 of the Code of Arbitration 

Procedure for Industry Disputes To 

Permit Submissions Under Limited 

Circumstances to Arbitrators After a 

Case Has Closed 

October 6, 2008. 

I. Introduction 

On February 7, 2008, 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 Section 19(b)(1) of the Securities 

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

19b–4 thereunder,2 a proposed rule 

change to amend the NASD Code of 

Arbitration Procedure for Customer 

Disputes (‘‘Customer Code’’) and the 

NASD Code of Arbitration Procedure for 

Industry Disputes (‘‘Industry Code’’) to 

permit submissions to arbitrators after a 

case has closed only under limited, 

enumerated circumstances. The 

proposed rule change was published for 

comment in the Federal Register on 

March 18, 2008.3 The Commission 

received 13 comment letters in response 

to the proposed rule change.4 On June 


jlentini on PROD1PC65 with NOTICES