Federal Register / Vol. 74, No. 131 / Friday, July 10, 2009 / Notices 33309 

5 15 U.S.C. 78s(b)(3)(A)(ii). 

6 17 CFR 240.19b–4(f)(2). 

7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 19b–4(f)(2). 

5References to ISE Members in this filing refer to 

DECN Subscribers who are ISE Members. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CBOE does not believe that the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The proposed rule change is 

designated by the Exchange as 

establishing or changing a due, fee, or 

other charge, thereby qualifying for 

effectiveness on filing pursuant to 

Section 19(b)(3)(A)(ii) 5 of the Act and 

subparagraph (f)(2) of Rule 19b–4 6

thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

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

Number SR–CBOE–2009–046 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–CBOE–2009–046. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room on official business days between 

the hours of 10 a.m. and 3 p.m. Copies 

of such filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–CBOE– 

2009–046 and should be submitted on 

or before July 31, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–16358 Filed 7–9–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60232; File No. SR–ISE– 

2009–43] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Relating To Amending the 

Direct Edge ECN Fee Schedule 

July 2, 2009. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 30, 

2009, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or 

‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by the ISE. The ISE 

filed the proposed rule change pursuant 

to Section 19(b)(3)(A) of the Act 3 and 

Rule 19b–4(f)(2) thereunder,4 which 

renders the proposal effective upon 

filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Direct Edge ECN’s (‘‘DECN’’) fee 

schedule for ISE Members 5 to: (1) 

Reinstate the Super Tier Rebates, as 

defined below, that will apply to ISE 

Members whose transactions meet 

certain volume thresholds; (2) adopt 

new Ultra Tier Rebates, as defined 

below, that will apply to ISE Members 

whose transactions meet certain other 

volume thresholds; (3) adopt a new fee; 

and (4) make certain other clean-up 

changes. All of the changes described 

herein are applicable to ISE Members. 

The text of the proposed rule change 

is available on the Exchange’s Internet 

Web site at http://www.ise.com and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

self-regulatory organization has 

prepared summaries, set forth in 

sections A, B, and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

Purpose—DECN, a facility of ISE, 

operates two trading platforms, EDGX 

and EDGA. During the month of June, 

DECN offered a promotion whereby ISE 

Members that add liquidity on EDGX 

receive a rebate of $0.003 per share for 

all securities priced at or above $1.00 

(‘‘June Promotion’’). ISE Members that 

remove liquidity on EDGX are charged 

$0.0028 per share for all securities 

priced at or above $1.00 and orders sent 


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33310 Federal Register / Vol. 74, No. 131 / Friday, July 10, 2009 / Notices 

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(4). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 19b–4(f)(2). 

to EDGX that subsequently get routed 

out are charged $0.0029 per share for all 

securities priced at or above $1.00. 

The Exchange is now proposing to 

amend the DECN fee schedule to 

reinstate the volume thresholds 

applicable to the Super Tier Rebates that 

were in effect prior to the June 

Promotion in an effort to maintain a 

competitive rate. Accordingly, the 

Exchange proposes that, as of July 1, 

2009, the DECN fee schedule will 

include a per share rebate in securities 

reported to Tape A and Tape C of $0.003 

for securities priced at or above $1.00 

when ISE Members add liquidity on 

EDGX if the ISE Member satisfies any of 

the following three criteria on a daily 

basis, measured monthly: (i) Adding 

40,000,000 shares or more on either 

EDGX, EDGA or EDGX and EDGA 

combined; (ii) adding 20,000,000 shares 

or more on either EDGX, EDGA or EDGX 

and EDGA combined and routing 

20,000,000 shares or more through 

EDGA; or (iii) adding 10,000,000 shares 

or more of liquidity to EDGX, so long as 

added liquidity on EDGX is at least 

5,000,000 shares greater than the 

previous calendar month. The rebate 

described above is referred to as a 

‘‘Super Tier Rebate’’ on the DECN fee 

schedule. The ISE Members that add 

liquidity in Tape A and Tape C 

securities and don’t meet the Super Tier 

criteria, as set forth above, receive a 

rebate of $0.0025 per share for securities 

that are priced at or above $1.00. 

The Exchange is proposing to make 

certain corresponding changes so that 

the changes described above are 

reflected throughout the DECN fee 

schedule. Such changes consist of: (1) 

Deleting the boxed text which discusses 

the June Promotion; (2) deleting 

language out of footnote 1 that discusses 

the June Promotion; and (3) changing 

the rebates associated with flags ‘‘V’’ 

and ‘‘Y’’ from $0.003 to $0.0025 per 

share for securities priced at or above 

$1.00. 

Additionally, the Exchange is 

proposing to adopt a new Ultra Tier 

Rebate, as defined below, whereby ISE 

Members will be provided a $0.0032 

rebate per share for securities priced at 

or above $1.00 when ISE Members add 

liquidity on EDGX if the attributed 

MPID satisfies one of the following 

criteria on a daily basis, measured 

monthly: (i) Adding 100,000,000 shares 

or more on EDGX; or (ii) adding 

50,000,000 shares or more of liquidity to 

EDGX, so long as added liquidity on 

EDGX is at least 20,000,000 shares 

greater than the previous calendar 

month. The liquidity required to qualify 

for criterion (i) above shall be adjusted 

in the event that Total Consolidated 

Volume (‘‘TCV’’), defined as volume 

reported by all exchanges and trade 

reporting facilities to the consolidated 

transaction reporting plans for Tape A, 

B and C securities, falls below an 

average of 10,000,000,000 shares per 

day (‘‘Target TCV’’) in the relevant 

calendar month. In such circumstances, 

the adjusted amount of liquidity 

required to qualify under criterion (i) 

above shall be the percentage that actual 

reported TCV represents of Target TCV, 

multiplied by 100,000,000. The rebate 

described above is referred to as an 

‘‘Ultra Tier Rebate’’ on the DECN fee 

schedule. The Exchange is adopting the 

Ultra Tier Rebate in an effort to increase 

volume on DECN. 

The Exchange is also proposing to 

adopt a fee of $0.0015 per share for 

securities priced at or above $1.00 

anytime the ROUQ or ROUC routing 

strategy is used on either EDGX or 

EDGA and this routing strategy results 

in an execution by an Enhanced 

Liquidity Provider (‘‘ELP’’). The ROUQ 

routing strategy enables ISE Members to 

interact with the order book and ELPs 

who elect to receive Indications of 

Interest (‘‘IOIs’’) from DECN. ROUC 

designated orders are multi-destination 

orders that sweep the order book and 

ELP destinations before any unfilled 

quantity is routed to low cost 

destinations. Accordingly, the Exchange 

is assessing this fee for ISE Members’ 

utilization of these services. 

The Exchange is proposing to make 

certain clarifying changes to the DECN 

fee schedule. First, the Exchange is 

proposing to collapse two references to 

EGDA fees into a single line item 

because there is no need to break out the 

fees by Tape as the fees are consistent 

regardless of which Tape the securities 

are reported on. Second, the Exchange 

is adding clarifying text to specify that 

orders routed to Nasdaq are assessed a 

fee of $0.003 per share for securities 

priced at or above $1.00 and to specify 

that this charge not only applies to 

orders routed to Nasdaq from EDGA, but 

also applies to orders routed to Nasdaq 

from EDGX. 

The fee changes discussed in this 

filing will become operative on July 1, 

2009. 

Basis—The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,6

in general, and furthers the objectives of 

Section 6(b)(4),7 in particular, in that it 

is designed to provide for the equitable 

allocation of reasonable dues, fees and 

other charges among its members and 

other persons using its facilities. In 

particular, reinstating the volume 

thresholds applicable to the Super Tier 

Rebates and offering an Ultra Tier 

Rebate provides pricing incentives to 

market participants who route orders to 

DECN, allowing DECN to remain 

competitive. ISE notes that DECN 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive. The 

proposed rule change reflects a 

competitive pricing structure designed 

to incentivize market participants to 

direct their order flow to DECN. ISE 

believes the fees and credits remain 

competitive with those charged by other 

venues and therefore continue to be 

reasonable and equitably allocated to 

those members that opt to direct orders 

to DECN rather than competing venues. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The proposed rule change does not 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

members or other interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 8 and Rule 19b–4(f)(2) 9

thereunder. At any time within 60 days 

of the filing of such proposed rule 

change, the Commission may summarily 

abrogate such rule change if it appears 

to the Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 


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Federal Register / Vol. 74, No. 131 / Friday, July 10, 2009 / Notices 33311 

10 17 CFR 200.30–3(a)(12). 

1Applicants also request relief with respect to 

future Funds and any other existing or future 

registered open-end management investment 

company or series thereof that: (a) is advised by the 

Adviser or a person controlling, controlled by, or 

under common control with the Adviser (included 

in the term ‘‘Adviser’’); (b) uses the investment 

management structure described in the application; 

and (c) complies with the terms and conditions of 

the application (included in the term ‘‘Funds’’). The 

only existing registered open-end management 

companies that currently intend to rely on the 

requested order are named as applicants. If the 

name of any Fund contains the name of a 

Subadviser (as defined below), the name of the 

Adviser will precede the name of the Subadviser. 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

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

Number SR–ISE–2009–43 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–ISE–2009–43. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for 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. 

Copies of such filing also will be 

available for inspection and copying at 

the principal office of the ISE. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make publicly available. All 

submissions should refer to File 

Number SR–ISE–2009–43 and should be 

submitted on or before July 31, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–16316 Filed 7–9–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28808; 812–13545] 

GE Funds, et al.,; Notice of Application 

July 2, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 15(a) of the Act and rule 

18f–2 under the Act, as well as from 

certain disclosure requirements. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit them 

to enter into and materially amend 

subadvisory agreements without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: GE Funds, GE Institutional 

Funds, GE Investments Funds, Inc. 

(each, a ‘‘Company’’ and collectively, 

the ‘‘Companies’’), and GE Asset 

Management Incorporated (the 

‘‘Adviser’’). 

FILING DATES: The application was filed 

on July 9, 2008, and amended on 

November 8, 2008, May 8, 2009, and 

June 29, 2009. Applicants have agreed 

to file an amendment during the notice 

period, the substance of which is 

contained in this notice. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the applications 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 July 27, 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 be 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, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549- 

1090. Applicants, GE Asset Management 

Incorporated, 3001 Summer Street, 

Stamford, CT 06905. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(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. GE Funds, a Massachusetts 

business trust, is registered under the 

Act as an open-end management 

investment company and currently 

offers sixteen series, each with separate 

investment objectives, policies and 

restrictions (each, a ‘‘Fund’’ and 

collectively, the ‘‘Funds’’). GE 

Institutional Funds, a Delaware 

statutory trust, is registered under the 

Act as an open-end management 

investment company and currently 

offers nine Funds, each with separate 

investment objectives, policies and 

restrictions. GE Investments Funds, Inc., 

a Virginia corporation, is registered 

under the Act an an open-end 

management investment company and 

currently offers fourteen series, each 

with separate investment objectives, 

policies and restrictions.1 The Adviser, 

a wholly owned subsidiary of General 

Electric Company, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Adviser Act’’). The Adviser serves as 

investment adviser to each Fund under 

an investment advisory agreement with 

each Company (‘‘Advisory Agreement’’) 

that has been approved by the 

shareholders of each Fund and by the 

board of trustees or directors of the 

Companies (‘‘Board’’), including a 

majority of the trustees or directors who 

are not ‘‘interested persons,’’ as defined 

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

Company or the Adviser (‘‘Independent 

Board Members’’). 

2. Under the terms of each Advisory 

Agreement, the Adviser provides a Fund 

with investment research, advice and 


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