22772 Federal Register / Vol. 74, No. 92 / Thursday, May 14, 2009 / Notices 

1The Index for the Initial Fund is Merrill Lynch 

1–3 Year U.S. Treasury IndexSM. 

2All entities that currently intend to rely on the 

order have been named as Applicants. Any other 

existing or future entity that subsequently relies on 

the order will comply with the terms and 

conditions of the application. An Acquiring Fund 

(as defined below) may rely on the order only to 

invest in Funds and not in any other registered 

investment company. 

2. Upon expiration of the Exemption 

Period, each Fund will have asset 

coverage of at least 300% for each class 

of senior security representing 

indebtedness. 

3. The Board of any Fund that has 

borrowed in reliance on the Order shall 

receive and review, no less frequently 

than quarterly during the Exemption 

Period, detailed progress reports 

prepared by management (or other 

parties selected by the Independent 

Directors) regarding and assessing the 

efforts that the Fund has undertaken, 

and the progress that the Fund has 

made, towards achieving compliance 

with the appropriate asset coverage 

requirements under section 18 of the 

Act by the expiration of the Exemption 

Period. The Board, including a majority 

of the Independent Directors, will make 

such adjustments as it deems necessary 

or appropriate to ensure that the Fund 

comes into compliance with section 18 

of the Act within a reasonable period of 

time, not to exceed the expiration of the 

Exemption Period. Each Fund will make 

and preserve minutes describing these 

reports and the Board’s review, 

including copies of such reports and all 

other information provided to or relied 

upon by the Board, for a period of not 

less than six years from the date of such 

determination, the first two years in an 

easily accessible place. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–11233 Filed 5–13–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28723; File No. 812–13555] 

Pacific Investment Management 

Company LLC and PIMCO ETF Trust; 

Notice of Application 

May 11, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1), 22(d), and 22(e) of the 

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

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. 

SUMMARY: Summary of Application: 

Applicants request an order that would 

permit (a) series of certain open-end 

management investment companies 

whose portfolios will consist of the 

component securities of certain 

domestic, global or international fixed 

income securities indexes to issue 

shares (‘‘Shares’’) redeemable in large 

aggregations only (‘‘Creation Unit 

Aggregations’’); (b) secondary market 

transactions in Shares to occur at 

negotiated market prices; (c) certain 

series to pay redemption proceeds, 

under certain circumstances, more than 

seven days after the tender of Shares for 

redemption; (d) certain affiliated 

persons of the series to deposit 

securities into, and receive securities 

from, the series in connection with the 

purchase and redemption of Creation 

Unit Aggregations; and (e) certain 

registered management investment 

companies and unit investment trusts 

outside of the same group of investment 

companies as the series to acquire 

Shares. 

Applicants: Pacific Investment 

Management LLC (the ‘‘Adviser’’) and 

PIMCO ETF Trust (the ‘‘Trust’’). 

DATES: Filing Dates: The application was 

filed on July 29, 2008 and amended on 

April 29, 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 May 29, 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, 840 Newport Center Drive, 

Newport Beach, California 92600. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel at (202) 

551–6873, or Marilyn Mann, Branch 

Chief, at (202) 551–6820 (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. The Trust is registered as an openend management investment company 

and is organized as a Delaware statutory 

trust that will offer an unlimited 

number of series. The Trust will 

initially offer one series (‘‘Initial Fund’’) 

whose performance will correspond 

generally to the total return of a 

specified fixed income securities index 

(‘‘Underlying Index’’).1

2. Applicants request that the order 

apply to the Initial Fund and any 

additional series of the Trust and any 

other open-end management investment 

companies or series thereof, that may be 

created in the future and that track a 

specified fixed income securities 

Underlying Index (‘‘Future Funds’’).2

Any Future Fund will be (a) advised by 

the Adviser or an entity controlling, 

controlled by, or under common control 

with the Adviser, and (b) comply with 

the terms and conditions of the 

application. Future Funds may be based 

on Underlying Indexes comprised of 

domestic fixed income securities 

(‘‘Domestic Funds’’) or Underlying 

Indexes comprised on global or 

international fixed income securities 

(‘‘Global Funds’’). The Initial Fund and 

Future Funds, together, are the 

‘‘Funds.’’ 

3. The Adviser is registered as an 

investment adviser under the 

Investment Advisers Act of 1940, as 

amended (the ‘‘Advisers Act’’) and will 

be the investment adviser to the Funds. 

The Adviser may enter into subadvisory agreements with one or more 

investment advisers each of which will 

serve as a sub-adviser to a Fund (each, 

a ‘‘Subadviser’’). Each Subadviser will 

be registered under the Advisers Act. 

Allianz Global Investors Distributors 

LLC (‘‘Distributor’’) is a broker-dealer 

registered under the Securities 

Exchange Act of 1934 (the ‘‘Exchange 

Act’’) and will act as the principal 


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3Applicants represent that each Fund will invest 

at least 80% of its total assets (exclusive of 

collateral held from securities lending) in the 

component securities that comprise its Underlying 

Index (‘‘Component Securities’’). Each Fund also 

may invest up to 20% of its total assets in futures 

contracts, options on future contracts, options and 

swaps, cash, cash equivalents, other investment 

companies, and securities that are not Component 

Securities but which the Adviser believes will assist 

the Fund in tracking the performance of its 

Underlying Index. 

4All representations and conditions contained in 

the application that require a Fund to disclose 

particular information in the Fund’s 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). 

5Under the representative sampling strategy, the 

Adviser will seek to construct a Fund’s portfolio so 

that its duration, sector, credit rating, coupon and 

option characteristics closely correlate to those 

characteristics of the Underlying Index. 

6Each Fund will sell and redeem Creation Unit 

Aggregations only on a Business Day. Each Business 

Day, prior to the opening of trading on the ‘‘Primary 

Listing Exchange’’ (defined below), a list of 

securities and the required number of shares of each 

Deposit Security to be included in the Creation 

Deposit for each Fund or cash information for each 

Fund, including when the purchase of Creation 

Unit Aggregations from the Fund is an All-Cash 

Payment will be made available. In addition, the 

All-Cash Payment will be disclosed, if applicable. 

Any national securities exchange (as defined in 

section 2(a)(26) of the Act) (‘‘Exchange’’) on which 

Shares are listed will disseminate, every 15 seconds 

during its regular trading hours, through the 

facilities of the Consolidated Tape, an amount per 

individual Share representing the sum of the 

estimated Cash Amount and the current value of the 

Deposit Securities. The Primary Listing Exchange is 

the Exchange on which the Shares of a Fund are 

primarily listed. 

7Where a Fund permits a purchaser to substitute 

cash in lieu of depositing a portion of the requisite 

Deposit Securities, the purchaser may be assessed 

a higher Transaction Fee to cover the cost of 

purchasing such Deposit Securities. 8Shares will be registered in book-entry form 

only. DTC or its nominee will be the registered 

owner of all outstanding Shares. DTC or DTC 

Participants will maintain records reflecting 

beneficial owners of Shares. 

underwriter and distributor for the 

Creation Unit Aggregations of Shares. 

4. Each Fund will consist of a 

portfolio of securities (‘‘Portfolio 

Securities’’) selected to correspond 

generally to the total return of a 

specified fixed income securities Index. 

No entity that creates, compiles, 

sponsors or maintains an Index (‘‘Index 

Provider’’) is or will 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, 

the Adviser, any Subadviser, or 

promoter of a Fund, or of the 

Distributor. 

5. The investment objective of each 

Fund will be to provide investment 

results that closely correspond to the 

total return of its Underlying Index.3

The total return of the Underlying Index 

will be disseminated once each 

‘‘Business Day,’’ which is defined as any 

day that a Fund is required to be open 

under section 22(e) of the Act, at the 

end of the Business Day. A Fund will 

utilize either a replication or 

representative sampling strategy which 

will be disclosed with regard to each 

Fund in its prospectus (‘‘Prospectus’’).4

A Fund using a replication strategy will 

invest in substantially all of the 

Component Securities in its Underlying 

Index in approximately the same 

approximate proportions as in the 

Underlying Index. A Fund using a 

representative sampling strategy will 

attempt to match the risk and return 

characteristics of a Fund’s portfolio to 

the risk and return characteristics of its 

Underlying Index.5 Applicants state that 

use of the representative sampling 

strategy may prevent a Fund from 

tracking the performance of its 

Underlying Index with the same degree 

of accuracy as would a Fund that 

invests in every Component Security of 

the Underlying Index. Applicants 

expect that each Fund will have a 

tracking error relative to the 

performance of its Underlying Index of 

less than 5 percent. 

6. Creation Unit Aggregations are 

expected to consist of 100,000 Shares 

and to have an initial price in the range 

of $1,000,000 to $10,000,000. All orders 

to purchase Creation Unit Aggregations 

must be placed with the Distributor by 

or through a party that has entered into 

an agreement with the Distributor 

(‘‘Authorized Participant’’). The 

Distributor will be responsible for 

transmitting the orders to the Funds. An 

Authorized Participant must be a 

participant in the Depository Trust 

Company (‘‘DTC’’, and such participant, 

‘‘DTC Participant’’). Shares of the Fund 

generally will be sold in Creation Unit 

Aggregations in exchange for an in-kind 

deposit by the purchaser of a portfolio 

of fixed-income securities designated by 

the Adviser to correspond generally to 

the total return of the relevant 

Underlying Index (the ‘‘Deposit 

Securities’’), together with the deposit of 

a specified cash payment (‘‘Cash 

Amount’’ and collectively with the 

Deposit Securities, ‘‘Creation Deposit’’). 

The Cash Amount is an amount equal to 

the difference between (a) the net asset 

value (‘‘NAV’’) (per Creation Unit 

Aggregation) of a Fund and (b) the total 

aggregate market value (per Creation 

Unit Aggregation) of the Deposit 

Securities.6 Each Fund may permit a 

purchaser of Creation Unit Aggregations 

to substitute cash in lieu of depositing 

some or all of the Deposit Securities if 

the method would reduce the Fund’s 

transaction costs or enhance the Fund’s 

operating efficiency. To preserve 

maximum efficiency and flexibility, a 

Fund reserves the right to accept and 

deliver Creation Unit Aggregations 

entirely for cash (‘‘All-Cash Payment’’). 

7. An investor acquiring or redeeming 

a Creation Unit Aggregation from a 

Fund will be charged a fee 

(‘‘Transaction Fee’’) to prevent the 

dilution of the interests of the remaining 

shareholders resulting from costs in 

connection with the purchase or 

redemption of Creation Unit 

Aggregations.7 The maximum 

Transaction Fees relevant to each Fund 

and the method of calculating such 

Transaction Fees will be fully disclosed 

in the Prospectus of such Fund or 

statement of additional information 

(‘‘SAI’’). The Distributor also will be 

responsible for delivering the Fund’s 

Prospectus to those persons acquiring 

Shares in Creation Unit Aggregations 

and for maintaining records of both the 

orders placed with it and the 

confirmations of acceptance furnished 

by it. In addition, the Distributor will 

maintain a record of the instructions 

given to the applicable Fund to 

implement the delivery of its Shares. 

8. Purchasers of Shares in Creation 

Unit Aggregations may hold such Shares 

or may sell such Shares into the 

secondary market. Shares will be listed 

and traded on an Exchange. It is 

expected that one or more member firms 

of a Listing Exchange will be designated 

to act as a specialist or a market maker 

(each, an ‘‘Exchange Specialist’’) and 

maintain a market for Shares trading on 

the Listing Exchange. Prices of Shares 

trading on an Exchange will be based on 

the current bid/ask market. Shares sold 

in the secondary market will be subject 

to customary brokerage commissions 

and charges. 

9. Applicants expect that purchasers 

of Creation Unit Aggregations will 

include institutional investors and 

arbitrageurs (which could include 

institutional investors). Authorized 

Participants also may purchase Creation 

Unit Aggregations for use in marketmaking activities. Applicants expect 

that secondary market purchasers of 

Shares will include both institutional 

investors and retail investors.8

Applicants expect that the price at 

which Shares trade will be disciplined 

by arbitrage opportunities created by the 

option to continually purchase or 

redeem Creation Unit Aggregations at 

their NAV, which should ensure that 

Shares will not trade at a material 

discount or premium in relation to their 

NAV. 

10. Shares will not be individually 

redeemable, and owners of Shares may 


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22774 Federal Register / Vol. 74, No. 92 / Thursday, May 14, 2009 / Notices 

9Applicants state that a cash-in-lieu amount will 

replace any ‘‘to-be-announced’’ (‘‘TBA’’) transaction 

that is listed as a Deposit Security or Redemption 

Security of any Fund. A 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 Redemption Security. 

10 In accepting Deposit Securities and satisfying 

redemptions with Redemption Securities that are 

restricted securities eligible for resale pursuant to 

rule 144A under the Securities Act, the relevant 

Funds will comply with the conditions of rule 

144A. The Prospectus 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. 

acquire those Shares from the Fund, or 

tender such Shares for redemption to 

the Fund, in Creation Unit Aggregations 

only. To redeem, an investor will have 

to accumulate enough Shares to 

constitute a Creation Unit Aggregation. 

Redemption orders must be placed by or 

through an Authorized Participant. An 

investor redeeming a Creation Unit 

Aggregation generally will receive (a) 

Portfolio Securities designated to be 

delivered for redemptions 

(‘‘Redemption Securities’’) on the date 

that the request for redemption is 

submitted and (b) a ‘‘Cash Redemption 

Payment,’’ consisting of an amount 

calculated in the same manner as the 

Cash Amount, although the actual 

amount of the Cash Redemption 

Payment may differ if the Redemption 

Securities are not identical to the 

Deposit Securities on that day. An 

investor may receive the cash equivalent 

of a Redemption Security in certain 

circumstances, such as if the investor is 

constrained from effecting transactions 

in the security by regulation or policy.9

A redeeming investor may pay a 

Transaction Fee, calculated in the same 

manner as a Transaction Fee payable in 

connection with purchases of Creation 

Unit Aggregations. 

11. Applicants state that in accepting 

Deposit Securities and satisfying 

redemptions with Redemption 

Securities, the relevant Funds will 

comply with the Federal securities laws, 

including that the Deposit Securities 

and Redemption Securities are sold in 

transactions that would be exempt from 

registration under the Securities Act of 

1933 (‘‘Securities Act’’).10 The specified 

Deposit Securities and Redemption 

Securities generally will correspond pro 

rata, to the extent practicable, to the 

Portfolio Securities of a Fund. In some 

cases, because it is often impossible to 

break up bonds beyond certain 

minimum sizes needed for transfer and 

settlement, there may be minor 

differences between a basket of the 

Deposit Securities or Redemption 

Securities and a true pro rata slice of a 

Fund’s Portfolio Securities. 

12. Neither the Trust nor any 

individual Fund will be marketed or 

otherwise held out as a traditional openend investment company or a mutual 

fund. Instead, each Fund will be 

marketed as an ‘‘ETF,’’ an ‘‘investment 

company,’’ a ‘‘fund,’’ or a ‘‘trust.’’ All 

marketing materials that describe the 

features or method of obtaining, buying 

or selling Creation Unit Aggregations or 

Shares traded on an Exchange, or refer 

to redeemability, will prominently 

disclose that Shares are not individually 

redeemable and that the owners of 

Shares may purchase or redeem Shares 

from the Fund in Creation Unit 

Aggregations only. The same approach 

will be followed in the SAI, shareholder 

reports and investor educational 

materials issued or circulated in 

connection with the Shares. The Funds 

will provide copies of their annual and 

semi-annual shareholder reports to DTC 

Participants for distribution to 

shareholders. 

Applicants’ Legal Analysis 

1. Applicants request an order under 

section 6(c) of the Act for an exemption 

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

22(e) of the Act and rule 22c–1 under 

the Act, 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, and 

under section 12(d)(1)(J) of the Act for 

an exemption from sections 12(d)(1)(A) 

and 12(d)(1)(B) of the Act. 

2. 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 17(b) 

of the Act authorizes the Commission to 

exempt a proposed transaction from 

section 17(a) of the Act if evidence 

establishes that the terms of the 

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 

policies of the registered investment 

company and the general provisions of 

the Act. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities or transactions, from 

any provisions of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Sections 5(a)(1) and 2(a)(32) of the Act 

3. Section 5(a)(1) of the Act defines an 

‘‘open-end company’’ as a management 

investment company that is offering for 

sale or has outstanding any redeemable 

security of which it is the issuer. 

Section 2(a)(32) of the Act defines a 

redeemable security as any security, 

other than short-term paper, under the 

terms of which the owner, upon its 

presentation to the issuer, is entitled to 

receive approximately his proportionate 

share of the issuer’s current net assets, 

or the cash equivalent. Because Shares 

will not be individually redeemable, 

applicants request an order that would 

permit the Funds to register as open-end 

management investment companies and 

issue Shares that are redeemable in 

Creation Unit Aggregations only. 

Applicants state that investors may 

purchase Shares in Creation Unit 

Aggregations and redeem Creation Unit 

Aggregations from each Fund. 

Applicants state that because Creation 

Unit Aggregations may always be 

purchased and redeemed at NAV, the 

market price of the Shares should not 

vary substantially from their NAV. 

Section 22(d) of the Act and Rule 22c– 

1 Under the Act 

4. Section 22(d) of the Act, among 

other things, prohibits a dealer from 

selling a redeemable security, which is 

currently being offered to the public by 

or through a principal underwriter, 

except at a current public offering price 

described in the prospectus. Rule 22c 1 

under the Act generally requires that a 

dealer selling, redeeming or 

repurchasing a redeemable security do 

so only at a price based on its NAV. 

Applicants state that secondary market 

trading in Shares will take place at 

negotiated prices, not at a current 

offering price described in a Fund’s 

Prospectus, and not at a price based on 

NAV. Thus, purchases and sales of 

Shares in the secondary market will not 

comply with section 22(d) of the Act 

and rule 22c 1 under the Act. 

Applicants request an exemption under 

section 6(c) from these provisions. 

5. Applicants assert that the concerns 

sought to be addressed by section 22(d) 

of the Act and rule 22c 1 under the Act 

with respect to pricing are equally 

satisfied by the proposed method of 

pricing Shares. Applicants maintain that 

while there is little legislative history 

regarding section 22(d), its provisions, 

as well as those of rule 22c 1, appear to 


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11Rule 15c6–1 under the Exchange Act 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. 

12An ‘‘Acquiring Fund Affiliate’’ is the Acquiring 

Fund Adviser, Acquiring Fund SubAdviser(s), any 

Sponsor, promoter, or principal underwriter of an 

Acquiring Fund, and any person controlling, 

controlled by, or under common control with any 

of those entities. A ‘‘Fund Affiliate’’ is the 

investment adviser, promoter, or principal 

underwriter of an Acquiring Fund and any person 

controlling, controlled by or under common control 

with any of these entities. 

have been designed to (a) prevent 

dilution caused by certain riskless 

trading schemes by principal 

underwriters and contract dealers, (b) 

prevent unjust discrimination or 

preferential treatment among buyers, 

and (c) ensure an orderly distribution of 

investment company shares by 

eliminating price competition from 

dealers offering shares at less than the 

published sales price and repurchasing 

shares at more than the published 

redemption price. 

6. Applicants believe that none of 

these purposes will be thwarted by 

permitting Shares to trade in the 

secondary market at negotiated prices. 

Applicants state that (a) secondary 

market trading in Shares does not 

involve a Fund as a party and will not 

result in dilution of an investment in 

Shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in Shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

contend that the proposed distribution 

system will be orderly because 

competitive forces will ensure that the 

difference between the market price of 

Shares and their NAV remains narrow. 

Section 22(e) 

7. 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 

a Global Fund is contingent not only on 

the settlement cycle of the United States 

market, but also on current delivery 

cycles in local markets for underlying 

foreign securities held by the Global 

Fund. Applicants state that delivery 

cycles for transferring Portfolio 

Securities to redeeming investors, 

coupled with local market holiday 

schedules, will require a delivery 

process longer than seven calendar days 

for a Global Fund. Applicants request 

relief under section 6(c) of the Act from 

section 22(e) to allow a Global Fund to 

pay redemption proceeds up to 12 

calendar days after the tender of any 

Creation Unit Aggregations for 

redemption. Except as disclosed in the 

relevant Global Fund’s Prospectus and/ 

or SAI, applicants expect that each 

Global Fund will be able to deliver 

redemption proceeds within seven 

days.11

8. 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 

needed to deliver the proceeds for the 

relevant Global Fund. Applicants are 

not seeking relief from section 22(e) 

with respect to Global Funds that do not 

effect creations and redemptions of 

Creation Unit Aggregations in-kind. 

Section 12(d)(1) 

9. Section 12(d)(1)(A) of the Act, in 

relevant part, prohibits a registered 

investment company from acquiring 

securities of an investment company if 

such securities represent more than 3% 

of the total outstanding voting stock of 

the acquired company, more than 5% of 

the total assets of the acquiring 

company, or, together with the 

securities of any other investment 

companies, more than 10% of the total 

assets of the acquiring company. Section 

12(d)(1)(B) of the Act prohibits a 

registered open-end investment 

company, its principal underwriter and 

any other broker-dealer from selling the 

investment company’s shares to another 

investment company if the sale will 

cause the acquiring company to own 

more than 3% of the acquired 

company’s voting stock, or if the sale 

will cause more than 10% of the 

acquired company’s voting stock to be 

owned by investment companies 

generally. 

10. Applicants request an exemption 

to permit management investment 

companies (‘‘Acquiring Management 

Companies’’) and unit investment trusts 

(‘‘Acquiring Trusts’’) registered under 

the Act that are not sponsored or 

advised by the Adviser or any entity 

controlling, controlled by, or under 

common control with the Adviser and 

are not part of the same ‘‘group of 

investment companies,’’ as defined in 

section 12(d)(1)(G)(ii) of the Act, as the 

Funds (collectively, ‘‘Acquiring Funds’’) 

to acquire shares of a Fund beyond the 

limits of section 12(d)(1)(A). In addition, 

applicants seek relief to permit a Fund 

or broker-dealer that is registered under 

the Exchange Act (‘‘Broker’’) to sell 

Shares to a Acquiring Fund in excess of 

the limits of section 12(d)(1)(B). 

11. Each Acquiring Management 

Company will be advised by an 

investment adviser within the meaning 

of section 2(a)(20)(A) of the Act (the 

‘‘Acquiring Fund Adviser’’) and may be 

sub-advised by one or more investment 

advisers within the meaning of section 

2(a)(20)(B) of the Act (each a ‘‘Acquiring 

Fund SubAdviser’’). Any investment 

adviser to an Acquiring Fund will be 

registered under the Advisers Act. Each 

Acquiring Trust will be sponsored by a 

sponsor (‘‘Sponsor’’). 

12. Applicants submit that the 

proposed conditions to the requested 

relief adequately address the concerns 

underlying the limits in section 

12(d)(1)(A) and (B), which include 

concerns about undue influence by a 

fund of funds over underlying funds, 

excessive layering of fees and overly 

complex fund structures. Applicants 

believe that the requested exemption is 

consistent with the public interest and 

the protection of investors. 

13. Applicants believe that neither the 

Acquiring Funds nor an Acquiring Fund 

Affiliate would be able to exert undue 

influence over the Funds.12 To limit the 

control that a Acquiring Fund may have 

over a Fund, applicants propose a 

condition prohibiting an Acquiring 

Fund Adviser or a Sponsor, any person 

controlling, controlled by, or under 

common control with the Acquiring 

Fund Adviser or Sponsor, and any 

investment company or issuer that 

would be an investment company but 

for section 3(c)(1) or 3(c)(7) of the Act 

that is advised or sponsored by the 

Acquiring Fund Adviser or Sponsor, or 

any person controlling, controlled by, or 

under common control with the 

Acquiring Fund Adviser or Sponsor 

(‘‘Acquiring Fund’s Advisory Group’’) 

from controlling (individually or in the 

aggregate) a Fund within the meaning of 

section 2(a)(9) of the Act. The same 

prohibition would apply to any 

Acquiring Fund SubAdviser, any person 

controlling, controlled by or under 

common control with the Acquiring 

Fund SubAdviser, and any investment 


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13Any references to NASD Conduct Rule 2830 

include any successor or replacement rule to NASD 

Conduct Rule 2830 that may be adopted by the 

Financial Industry Regulatory Authority. 

14Applicants acknowledge that receipt of 

compensation by (a) an affiliated person of an 

Acquiring Fund, or an affiliated person of such 

person, for the purchase by the Acquiring Fund of 

Shares or (b) an affiliated person of a Fund, or an 

affiliated person of such person, for the sale by the 

Fund of its Shares to an Acquiring Fund may be 

prohibited by section 17(e)(1) of the Act. The 

Acquiring Fund Agreement also will include this 

acknowledgment. 

company or issuer that would be an 

investment company but for section 

3(c)(1) or 3(c)(7) of the Act (or portion 

of such investment company or issuer) 

advised or sponsored by the Acquiring 

Fund SubAdviser or any person 

controlling, controlled by or under 

common control with the Acquiring 

Fund SubAdviser (‘‘Acquiring Fund’s 

SubAdvisory Group’’). Applicants 

propose other conditions to limit the 

potential for undue influence over the 

Funds, including that no Acquiring 

Fund or Acquiring Fund Affiliate 

(except to the extent it is acting in its 

capacity as an investment adviser to a 

Fund) will cause a Fund to purchase a 

security in an offering of securities 

during the existence of an underwriting 

or selling syndicate of which a principal 

underwriter is an Underwriting Affiliate 

(‘‘Affiliated Underwriting’’). An 

‘‘Underwriting Affiliate’’ is a principal 

underwriter in any underwriting or 

selling syndicate that is an officer, 

director, member of an advisory board, 

Acquiring Fund Adviser, Acquiring 

Fund SubAdviser, Sponsor, or employee 

of the Acquiring Fund, or a person of 

which any such officer, director, 

member of an advisory board, Acquiring 

Fund Adviser, Acquiring Fund 

SubAdviser, Sponsor, or employee is an 

affiliated person (except that any person 

whose relationship to the Fund is 

covered by section 10(f) of the Act is not 

an Underwriting Affiliate). 

14. Applicants assert that the 

proposed conditions address any 

concerns regarding excessive layering of 

fees. The board of directors or trustees 

of any Acquiring Management 

Company, including a majority of the 

disinterested directors or trustees, will 

find that the advisory fees charged to 

the Acquiring Management Company 

are based on services provided that will 

be in addition to, rather than 

duplicative of, services provided under 

the advisory contract(s) of any Fund in 

which the Acquiring Management 

Company may invest. In addition, 

except as provided in condition 15, an 

Acquiring Fund Adviser or a trustee 

(‘‘Trustee’’) or Sponsor of an Acquiring 

Trust will, as applicable, waive fees 

otherwise payable to it by the Acquiring 

Fund in an amount at least equal to any 

compensation (including fees received 

pursuant to any plan adopted by a Fund 

under rule 12b–1 under the Act) 

received by the Acquiring Fund 

Adviser, Trustee or Sponsor or an 

affiliated person of the Acquiring Fund 

Adviser, Trustee or Sponsor, from the 

Funds in connection with the 

investment by the Acquiring Fund in 

the Fund. Applicants state that any sales 

charges or service fees charged with 

respect to shares of a Acquiring Fund 

will not exceed the limits applicable to 

a fund of funds set forth in NASD 

Conduct Rule 2830.13

15. Applicants submit that the 

proposed arrangement will not create an 

overly complex fund structure. 

Applicants note that no Fund may 

acquire securities of any investment 

company or company relying on section 

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, except to the 

extent permitted by exemptive relief 

from the Commission permitting the 

Fund to purchase shares of other 

investment companies for short-term 

cash management purposes. To ensure 

that Acquiring Funds comply with the 

terms and conditions of the requested 

relief from section 12(d)(1), any 

Acquiring Fund that intends to invest in 

a Fund in reliance on the requested 

order will enter into an agreement 

(‘‘Acquiring Fund Agreement’’) between 

the Fund and the Acquiring Fund 

requiring the Acquiring Fund to adhere 

to the terms and conditions of the 

requested order. The Acquiring Fund 

Agreement also will include an 

acknowledgement from the Acquiring 

Fund that it may rely on the requested 

order only to invest in Funds and not 

in any other investment company. 

16. Applicants also note that a Fund 

may choose to reject a direct purchase 

of Shares in Creation Unit Aggregations 

by an Acquiring Fund. To the extent 

that a Acquiring Fund purchases Shares 

in the secondary market, a Fund would 

still retain its ability to reject initial 

purchases of Shares made in reliance on 

the requested order by declining to enter 

into the Acquiring Fund Agreement 

prior to any investment by an Acquiring 

Fund in excess of the limits of section 

12(d)(1)(A). 

Sections 17(a)(1) and (2) of the Act 

17. Section 17(a) of the Act generally 

prohibits an affiliated person of a 

registered investment company, or an 

affiliated person of such a person 

(‘‘second-tier affiliate’’), from selling any 

security to or acquiring any security 

from the company. Section 2(a)(3) of the 

Act defines ‘‘affiliated 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 

the other person, (b) any person 5% or 

more of whose outstanding voting 

securities are directly or indirectly 

owned, controlled or held with the 

power to vote by the other person, and 

(c) any person directly or indirectly 

controlling, controlled by or under 

common control with the other person. 

Section 2(a)(9) of the Act provides that 

a control relationship will be presumed 

where one person owns more than 25% 

of another person’s voting securities. 

18. Applicants request an exemption 

from section 17(a) of the Act pursuant 

to sections 17(b) and 6(c) of the Act to 

permit persons to effectuate in-kind 

purchases and redemptions with a Fund 

when they are affiliated persons of the 

Fund or second-tier affiliates solely by 

virtue of one or more of the following: 

(a) Holding 5% or more, or in excess of 

25%, of the outstanding Shares of one 

or more Funds; (b) having an affiliation 

with a person with an ownership 

interest described in (a); or (c) holding 

5% or more, or more than 25%, of the 

shares of one or more other registered 

investment companies (or series thereof) 

advised by the Adviser. 

19. Applicants assert that no useful 

purpose would be served by prohibiting 

these types of affiliated persons from 

acquiring or redeeming Creation Unit 

Aggregations through ‘‘in-kind’’ 

transactions. The deposit procedures for 

both in kind purchases and in-kind 

redemptions of Creation Unit 

Aggregations will be the same for all 

purchases and redemptions. Deposit 

Securities and Redemption Securities 

will be valued in the same manner as 

Portfolio Securities. Therefore, 

applicants state that in-kind purchases 

and redemptions will afford no 

opportunity for the specified affiliated 

persons, or second-tier affiliates, of a 

Fund to effect a transaction detrimental 

to other holders of Shares. Applicants 

also believe that in-kind purchases and 

redemptions will not result in selfdealing or overreaching of the Fund. 

20. Applicants also seek relief from 

section 17(a) to permit a Fund that is an 

affiliated person of an Acquiring Fund 

to sell its Shares to and redeem its 

Shares from an Acquiring Fund, and to 

engage in the accompanying in-kind 

transactions with the Acquiring Fund.14

Applicants state that the terms of the 

transactions are fair and reasonable and 

do not involve overreaching. Applicants 

note that any consideration paid by an 


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15Applicants believe that an Acquiring Fund 

likely will purchase Shares of the Funds in the 

secondary market and will not purchase or redeem 

Creation Unit Aggregations directly from a Fund. 

However, the requested relief would apply to direct 

sales of Shares in Creation Unit Aggregations by a 

Fund to an Acquiring Fund and redemptions of 

those Shares. The requested relief is intended to 

cover the in-kind transactions that would 

accompany such sales and redemptions. 

16See note 4, supra. 

Acquiring Fund for the purchase or 

redemption of Shares directly from a 

Fund will be based on the NAV of the 

Fund.15 Applicants believe that any 

proposed transactions directly between 

the Funds and Acquiring Funds will be 

consistent with the policies of each 

Acquiring Fund. The purchase of 

Creation Unit Aggregations by an 

Acquiring Fund directly from a Fund 

will be accomplished in accordance 

with the investment restrictions of any 

such Acquiring Fund and will be 

consistent with the investment policies 

set forth in the Acquiring Fund’s 

registration statement. The Acquiring 

Fund Agreement will require any 

Acquiring Fund that purchases Creation 

Unit Aggregations directly from a Fund 

to represent that the purchase of 

Creation Unit Aggregations from a Fund 

by an Acquiring Fund will be 

accomplished in compliance with the 

investment restrictions of the Acquiring 

Fund and will be consistent with the 

investment policies set forth in the 

Acquiring Fund’s registration statement. 

Applicants’ Conditions 

Applicants agree that any order of 

granting the requested relief will be 

subject to the following conditions: 16

ETF Relief 

1. Each Fund’s Prospectus will clearly 

disclose that, for purposes of the Act, 

Shares are issued by the Funds, and that 

the acquisition of Shares 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 Acquiring Fund 

Agreement with the Fund regarding the 

terms of the investment. 

2. As long as the Trust operates in 

reliance on the requested order, the 

Shares will be listed on an Exchange. 

3. Neither the Trust nor any Fund will 

be advertised or marketed as an open 

end investment company or a mutual 

fund. Each Fund’s Prospectus will 

prominently disclose that Shares are not 

individually redeemable shares and will 

disclose that the owners of Shares may 

acquire those Shares from a Fund and 

tender those Shares for redemption to a 

Fund only in Creation Unit 

Aggregations. Any advertising material 

that describes the purchase or sale of 

Creation Unit Aggregations or refers to 

redeemability will prominently disclose 

that Shares are not individually 

redeemable and that owners of Shares 

may acquire those Shares from a Fund 

and tender those Shares for redemption 

to a Fund 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 individual Share basis, for the 

Fund: (a) The prior Business Day’s NAV 

and the reported closing price, and a 

calculation of the premium or discount 

of such closing 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 life of the Fund, if 

shorter). 

5. The Prospectus and annual report 

for each Fund also will 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, as 

applicable; and (b) the following data, 

calculated on a per Share basis for one, 

five and ten year periods (or life of the 

Fund), (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. 

6. The requested relief to permit ETF 

operations will expire on the effective 

date of any Commission rule under the 

Act that provides relief permitting the 

operation of index-based exchangetraded funds. 

Section 12(d)(1) Relief 

7. The members of an Acquiring 

Fund’s Advisory Group will not control 

(individually or in the aggregate) a Fund 

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

the Act. The members of an Acquiring 

Fund’s SubAdvisory Group will not 

control (individually or in the aggregate) 

a Fund within the meaning of section 

2(a)(9) of the Act. If, as a result of a 

decrease in the outstanding voting 

securities of a Fund, the Acquiring 

Fund’s Advisory Group or a Acquiring 

Fund’s SubAdvisory Group, each in the 

aggregate, becomes a holder of more 

than 25% of the outstanding voting 

securities of a Fund, it will vote its 

Shares in the same proportion as the 

vote of all other holders of the Shares. 

This condition does not apply to the 

Acquiring Fund’s SubAdvisory Group 

with respect to a Fund for which the 

Acquiring Fund SubAdviser or a person 

controlling, controlled by, or under 

common control with the Acquiring 

Fund SubAdviser acts as the investment 

adviser within the meaning of section 

2(a)(20)(A) of the Act. 

8. No Acquiring Fund or Acquiring 

Fund Affiliate will cause any existing or 

potential investment by the Acquiring 

Fund in a Fund to influence the terms 

of any services or transactions between 

the Acquiring Fund or an Acquiring 

Fund Affiliate and the Fund or a Fund 

Affiliate. 

9. The board of directors or trustees of 

an Acquiring Management Company, 

including a majority of the disinterested 

directors or trustees, will adopt 

procedures reasonably designed to 

ensure that the Acquiring Fund Adviser 

and any Acquiring Fund SubAdviser are 

conducting the investment program of 

the Acquiring Management Company 

without taking into account any 

consideration received by the Acquiring 

Management Company or an Acquiring 

Fund Affiliate from a Fund or a Fund 

Affiliate in connection with any services 

or transactions. 

10. Once an investment by an 

Acquiring Fund in Shares exceeds the 

limit in section 12(d)(1)(A)(i) of the Act, 

the board of trustees of a Fund 

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

disinterested trustees, will determine 

that any consideration paid by the Fund 

to an Acquiring Fund or an Acquiring 

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). 

11. No Acquiring Fund or Acquiring 

Fund Affiliate (except to the extent it is 

acting in its capacity as an investment 

adviser to a Fund) will cause the Fund 

to purchase a security in any Affiliated 

Underwriting. 

12. The Board, including a majority of 

the disinterested trustees, will adopt 

procedures reasonably designed to 

monitor any purchases of securities by 


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a Fund in an Affiliated Underwriting, 

once an investment by an Acquiring 

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 

Acquiring Fund in the 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. 

13. 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 of 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 an Acquiring 

Fund in the securities 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. 

14. Before investing in the Shares of 

a Fund in excess of the limits in section 

12(d)(1)(A), each Acquiring Fund and 

the Fund will execute a Acquiring Fund 

Agreement stating, without limitation, 

that their boards of directors or trustees 

and their investment adviser(s) or their 

Sponsors or Trustees, as applicable, 

understand the terms and conditions of 

the order, and agree to fulfill their 

responsibilities under the order. At the 

time of its investment in Shares, in 

excess of the limit in section 

12(d)(1)(A)(i), a Acquiring Fund will 

notify the Fund of the investment. At 

such time, the Acquiring Fund will also 

transmit to the Fund a list of names of 

each Acquiring Fund Affiliate and 

Underwriting Affiliate. The Acquiring 

Fund will notify the Fund of any 

changes to the list of names as soon as 

reasonably practicable after a change 

occurs. The Fund and the Acquiring 

Fund will maintain and preserve a copy 

of the order, the Acquiring Fund 

Agreement, and the list with any 

updated information for the duration of 

the investment and for a period of not 

less than six years thereafter, the first 

two years in an easily accessible place. 

15. The Acquiring Fund Adviser, 

Trustee or Sponsor, as applicable, will 

waive fees otherwise payable to it by the 

Acquiring 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 Acquiring 

Fund Adviser, Trustee or Sponsor, or an 

affiliated person of the Acquiring Fund 

Adviser, Trustee or Sponsor, other than 

any advisory fees paid to the Acquiring 

Fund Adviser, Trustee or Sponsor, or its 

affiliated person by a Fund, in 

connection with the investment by the 

Acquiring Fund in the Fund. Any 

Acquiring Fund SubAdviser will waive 

fees otherwise payable to the Acquiring 

Fund SubAdviser, directly or indirectly, 

by the Acquiring Management Company 

in an amount at least equal to any 

compensation received from the Fund 

by the Acquiring Fund SubAdviser, or 

an affiliated person of the Acquiring 

Fund Sub-Adviser, other than any 

advisory fees paid to the Acquiring 

Fund Sub-Adviser or its affiliated 

person by the Fund, in connection with 

any investment by the Acquiring 

Management Company in the Fund 

made at the direction of the Acquiring 

Fund SubAdviser. In the event that the 

Acquiring Fund SubAdviser waives 

fees, the benefit of the waiver will be 

passed through to the Acquiring 

Management Company. 

16. Any sales charges and/or service 

fees charged with respect to shares of an 

Acquiring Fund will not exceed the 

limits applicable to a fund of funds as 

set forth in NASD Conduct Rule 2830. 

17. No Fund will acquire securities of 

any other investment company or 

company relying on section 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, except to the extent permitted by 

exemptive relief from the Commission 

permitting the Fund to purchase shares 

of other investment companies for shortterm cash management purposes. 

18. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Acquiring Management Company, 

including a majority of the disinterested 

directors or trustees, will find that the 

advisory fees charged under such 

advisory 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 Acquiring 

Management Company may invest. 

These findings and their basis will be 

recorded fully in the minute books of 

the appropriate Acquiring Management 

Company. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–11301 Filed 5–13–09; 8:45 am] 

BILLING CODE 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 an Open Meeting 

on Wednesday, May 20, 2009 at 10 a.m., 

in the Auditorium, Room L–002. 

The subject matter of the Open 

Meeting will be: The Commission will 

consider whether to propose changes to 

the federal proxy rules to facilitate 

director nominations by shareholders. 

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. 

May 12, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–11380 Filed 5–12–09; 4:15 pm] 

BILLING CODE P 


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