Sunshine Act Meeting, 22778 [E9-11380]
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Federal Register / Vol. 74, No. 92 / Thursday, May 14, 2009 / Notices
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
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17:37 May 13, 2009
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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
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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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[Federal Register Volume 74, Number 92 (Thursday, May 14, 2009)]
[Notices]
[Page 22778]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-11380]
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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
