26750 Federal Register / Vol. 74, No. 105 / Wednesday, June 3, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 59721 

(April 7, 2009), 74 FR 17245 (April 14, 2009) 

(‘‘Notice’’). 

4 15 U.S.C. 78s(b)(1). 

5 17 CFR 240.19b–4. 

6See Securities Exchange Act Release No. 59779 

(April 16, 2009), 74 FR 18600 (April 23, 2009) 

(‘‘Amendment Notice’’). 

at least annually, a written report to the 

Trustees setting forth a description of 

the nature of any dispute and the 

actions taken by the Funds to resolve 

the dispute. 

16. Each Fund will maintain and 

preserve for a period of not less than six 

years from the end of the fiscal year in 

which any transaction by it under the 

proposed credit facility occurred, the 

first two years in an easily accessible 

place, written records of all such 

transactions setting forth a description 

of the terms of the transactions, 

including the amount, the maturity and 

the Interfund Loan Rate, the rate of 

interest available at the time on 

overnight repurchase agreements and 

commercial bank borrowings, the yield 

of any money market fund in which the 

lending Fund could otherwise invest, 

and such other information presented to 

the Fund’s Trustees in connection with 

the review required by conditions 13 

and 14. 

17. Managers will prepare and submit 

to the Trustees for review an initial 

report describing the operations of the 

proposed credit facility and the 

procedures to be implemented to ensure 

that all Funds are treated fairly. After 

the commencement of the proposed 

credit facility, Managers will report on 

the operations of the proposed credit 

facility at the Trustees’ quarterly 

meetings. 

In addition, for two years following 

the commencement of the credit facility, 

the independent public accountant for 

each Fund shall prepare an annual 

report that evaluates Managers’ 

assertion that it has established 

procedures reasonably designed to 

achieve compliance with the terms and 

conditions of the order. The report will 

be prepared in accordance with the 

Statements on Standards for Attestation 

Engagements No. 10 and it shall be filed 

pursuant to Item 77Q3 of Form N–SAR 

as such Statements or Form may be 

revised, amended or superseded from 

time to time. In particular, the report 

shall address procedures designed to 

achieve the following objectives: (i) That 

the Interfund Loan Rate will be higher 

than the Repo Rate, and, if applicable, 

the yield of the money market funds, 

but lower than the Bank Loan Rate; (ii) 

compliance with the collateral 

requirements as set forth in the 

Application; (iii) compliance with the 

percentage limitations on interfund 

borrowing and lending; (iv) allocation of 

interfund borrowing and lending 

demand in an equitable manner and in 

accordance with procedures established 

by the Trustees; and (v) that the 

Interfund Loan Rate does not exceed the 

interest rate on any third party 

borrowings of a borrowing Fund at the 

time of the Interfund Loan. 

After the final report is filed, each 

Fund’s independent auditors, in 

connection with their audit examination 

of the Fund, will continue to review the 

operation of the proposed credit facility 

for compliance with the conditions of 

the Application and their review will 

form the basis, in part, of the auditor’s 

report on internal accounting controls in 

Form N–SAR. 

18. No Fund will participate in the 

proposed credit facility upon receipt of 

requisite regulatory approval unless it 

has fully disclosed in its prospectus 

and/or statement of additional 

information all material facts about its 

intended participation. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–12917 Filed 6–2–09; 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 Thursday, June 4, 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. 

Chairman Schapiro, as duty officer, 

voted to consider the items listed for the 

Closed Meeting in a closed session and 

determined that no earlier notice thereof 

was possible. 

The subject matter of the Closed 

Meeting scheduled for Thursday, June 4, 

2009 will be: 

Institution and settlement of injunctive 

actions; 

Institution and settlement of 

administrative proceedings; 

Consideration of amicus participation; 

and 

Other matters related 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: May 29, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–12914 Filed 6–2–09; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59995; File No. SR–Phlx– 

2009–32] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX, Inc; Notice of 

Filing of Amendment No. 3 and Order 

Granting Accelerated Approval of 

Proposed Rule Change, as Modified by 

Amendment Nos. 1, 2, and 3 Thereto, 

Relating to the Exchange’s Enhanced 

Electronic Trading Platform for 

Options, Phlx XL II 

May 28, 2009. 

I. Introduction 

On April 3, 2009, NASDAQ OMX 

PHLX, Inc. (‘‘Phlx’’ or ‘‘Exchange’’) 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 implement several 

enhancements to its electronic options 

trading system, Phlx XL, the enhanced 

system being called Phlx XL II. The 

proposed rule change was published for 

comment in the Federal Register on 

April 14, 2009.3 On April 15, 2009, Phlx 

filed with the Commission, pursuant to 

Section 19(b)(1) of the Act 4 and Rule 

19b–4 thereunder,5 Amendment No. 1 

to the proposed rule change. 

Amendment No. 1 to the proposed rule 

change was published for comment in 

the Federal Register on April 23, 2009.6

The Commission received two comment 

letters on the proposed rule change and 


PWALKER on PROD1PC71 with NOTICES