Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 28293 

3. Applicants believe they meet the 

standards for exemption specified in 

section 9(c). Applicants state that the 

prohibitions of section 9(a) as applied to 

them would be unduly and 

disproportionately severe and that the 

conduct of Applicants has been such as 

not to make it against the public interest 

or the protection of investors to grant 

the requested exemption from section 

9(a). 

4. Applicants state that the conduct 

alleged in the Complaint did not involve 

any of the Applicants acting in their 

capacity as investment adviser, subadviser, depositor or principal 

underwriter for any of the Funds. 

Applicants also state that to the best of 

their knowledge, none of the current 

directors and officers of the Applicants 

(other than BAS and BAI) or their 

employees that engage in Fund 

Servicing Activities (or any other 

persons in such roles during the time 

period covered by the Complaint) 

participated in the conduct alleged in 

the Complaint to have constituted the 

violations that provide a basis for the 

Injunction. Applicants further state that 

any personnel at BAS and BAI who 

participated in the conduct alleged in 

the Complaint to have constituted the 

violations that provide a basis for the 

Injunction have had no, and will not 

have any future involvement in the 

Applicants’ Fund Servicing Activities. 

5. Applicants state that the inability of 

the Applicants to engage in Fund 

Servicing Activities would result in 

potentially severe financial hardships 

for the Funds they serve and the Funds’ 

shareholders or unitholders. Applicants 

state that they will distribute written 

materials, including an offer to meet in 

person to discuss the materials, to the 

boards of directors of the Funds (the 

‘‘Boards’’), including the directors who 

are not ‘‘interested persons,’’ as defined 

in section 2(a)(19) of the Act, of the 

Funds and their independent legal 

counsel as defined in rule 0–1(a)(6) 

under the Act, if any, regarding the 

Injunction, any impact on the Funds, 

and the application. Applicants state 

that they will provide the Boards with 

all information concerning the 

Injunction and the application that is 

necessary for the Funds to fulfill their 

disclosure and other obligations under 

the Federal securities laws. 

6. Applicants also state that, if they 

were barred from providing Fund 

Servicing Activities to the Funds, the 

effect on their businesses and 

employees would be severe. Applicants 

state that they have committed 

substantial capital and resources to 

establishing an expertise in providing 

Fund Servicing Activities. Applicants 

further state that prohibiting them from 

providing Fund Servicing Activities 

would not only adversely affect their 

businesses (except for BAI and BAS) but 

would also adversely affect their 

employees who are involved in Fund 

Servicing Activities. Applicants also 

state that disqualifying KECALP and 

Ventures from continuing to provide 

investment advisory services to ESCs is 

not in the public interest or in 

furtherance of the protection of 

investors and would frustrate the 

expectations of eligible employees who 

invest in ESCs. Applicants state that it 

would not be consistent with the 

purposes of the ESC provisions of the 

Act to require another entity not 

affiliated with Merrill Lynch & Co., Inc., 

or BAC to manage the ESCs. 

7. Applicants state that several 

Applicants and certain of their affiliates 

have previously received orders under 

section 9(c), as described in greater 

detail in the application. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Any temporary exemption granted 

pursuant to the application shall be 

without prejudice to, and shall not limit 

the Commission’s rights in any manner 

with respect to, any Commission 

investigation of, or administrative 

proceedings involving or against, 

Covered Persons, including without 

limitation, the consideration by the 

Commission of a permanent exemption 

from section 9(a) of the Act requested 

pursuant to the application or the 

revocation or removal of any temporary 

exemptions granted under the Act in 

connection with the application. 

Temporary Order 

The Commission has considered the 

matter and finds that the Applicants 

have made the necessary showing to 

justify granting a temporary exemption. 

Accordingly, 

It is hereby ordered, pursuant to 

section 9(c) of the Act, that Applicants 

and any other Covered Persons are 

granted a temporary exemption from the 

provisions of section 9(a), solely with 

respect to the Injunction, subject to the 

condition in the application, from June 

9, 2009, until the Commission takes 

final action on their application for a 

permanent order. 

By the Commission. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14006 Filed 6–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release Nos. 33–9037A; 34–60032A; IC– 

28757A; File No. 265–25] 

Investor Advisory Committee; Notice 

of Federal Advisory Committee 

Establishment; Correction 

In FR Doc. No. E9–13349, on page 

27359 for Tuesday, June 9, 2009, the 

link for sending electronic comments to 

the Commission was incorrectly stated 

in two places. The correct link reads as 

follows: (http://www.sec.gov/rules/ 

other.shtml). 

Dated: June 9, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13934 Filed 6–12–09; 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 Friday, June 19, 2009 at 11 a.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 Paredes, as duty 

officer, voted to consider the items 

listed for the Closed Meeting in a closed 

session. 

The subject matter of the Closed 

Meeting scheduled for Friday, June 19, 

2009 will be: institution and settlement 

of injunctive actions; institution and 

settlement of administrative 

proceedings; 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. 


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