
[Federal Register: June 12, 2009 (Volume 74, Number 112)]
[Notices]               
[Page 28076-28078]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr12jn09-105]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28760; File No. 812-13604]

 
PowerShares Exchange-Traded Fund Trust, et al.; Notice of 
Application

June 8, 2009.

AGENCY: Securities and Exchange Commission.

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a) 
under the Act.

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Summary of Application: Applicants request an order to permit funds of 
funds relying on rule 12d1-2 under the Act to invest in certain 
financial instruments.

Applicants: PowerShares Exchange-Traded Fund Trust, PowerShares 
Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund 
Trust and PowerShares Actively Managed Exchange-Traded Fund Trust 
(collectively, ``PowerShares Trusts''), AIM Counselor Series Trust, AIM 
Equity Funds, AIM Funds Group, AIM Growth Series, AIM International 
Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, 
AIM Sector Funds, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, 
AIM Variable Insurance Funds, and Short-Term Investments Trust 
(collectively, ``AIM Trusts'' and together with PowerShares Trusts, the 
``Trusts''), Invesco PowerShares Capital Management LLC (``IPCM'') and 
Invesco Aim Advisors, Inc. (``IAA'') and Invesco Aim Distributors, Inc. 
(the ``Distributor'').

DATES: Filing Dates: The application was filed on November 14, 2008, 
and amended on May 26, 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 July 6, 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.

[[Page 28077]]


ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090; Applicants: PowerShares Trusts and 
IPCM, 301 West Roosevelt Road, Wheaton, IL 60187, AIM Trusts, IAA, and 
the Distributor, 11 Greenway Plaza, Suite 100, Houston, TX 77046.

FOR FURTHER INFORMATION CONTACT: Barbara Heussler, Senior Counsel, at 
(202) 551-6990, or Jennifer L. Sawin, 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. Each of PowerShares Exchange-Traded Fund Trust, PowerShares 
Exchange-Traded Fund Trust II, and PowerShares India Exchange-Traded 
Fund Trust is organized as a Massachusetts business trust. Each of the 
other Trusts is organized as a Delaware statutory trust.
    IPCM is a Delaware limited liability company and IAA is a Delaware 
corporation; each is registered as an investment adviser under the 
Investment Advisers Act of 1940, as amended, and currently serves as an 
investment adviser to existing series of the Trusts. The Distributor is 
a Delaware corporation and is registered as a broker-dealer under the 
Securities Exchange Act of 1934, as amended (``Exchange Act''). The 
Distributor serves as the distributor of existing series of the Trusts.
    2. Applicants request the exemption to the extent necessary to 
permit any existing or future registered open-end management investment 
company or series thereof that (a) is advised by IPCM, IAA or any 
entity controlling, controlled by or under common control with either 
of them (each, an ``Adviser''), (b) is in the same group of investment 
companies as defined in section 12(d)(1)(G) of the Act, (c) invests in 
shares of other registered open-end investment companies (``Underlying 
Funds'') in reliance on section 12(d)(1)(G) of the Act, and (d) is also 
eligible to invest in securities (as defined in section 2(a)(36) of the 
Act) in reliance on rule 12d1-2 under the Act (each, a ``Fund of 
Funds''), to also invest, to the extent consistent with its investment 
objective, policies, strategies and limitations, in financial 
instruments that may not be securities within the meaning of section 
2(a)(36) of the Act (``Other Investments'').\1\ Applicants state that 
all Funds of Funds and Underlying Funds are or will be registered with 
the Commission as open-end management investment companies.
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    \1\ Every existing entity that currently intends to rely on the 
requested order is named as an applicant. Any existing or future 
entity that relies on the order in the future will do so only in 
accordance with the terms and conditions in the application.
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    3. Consistent with its fiduciary obligations under the Act, each 
Fund of Fund's board of trustees or directors will review the advisory 
fees charged by the Fund of Fund's investment adviser to ensure that 
they are based on services provided that are in addition to, rather 
than duplicative of, services provided pursuant to the advisory 
agreement of any investment company in which the Fund may invest.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company (``acquiring company'') may acquire securities of 
another investment company (``acquired company'') if such securities 
represent more than 3% of the acquired company's outstanding voting 
stock or more than 5% of the acquiring company's total assets, or if 
such securities, together with the securities of other investment 
companies, represent more than 10% of the acquiring company's total 
assets. Section 12(d)(1)(B) of the Act provides that no registered 
open-end investment company may sell its securities 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 cause more than 
10% of the acquired company's voting stock to be owned by investment 
companies and companies controlled by them.
    2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) 
will not apply to securities of an acquired company purchased by an 
acquiring company if: (i) The acquired company and acquiring company 
are part of the same group of investment companies; (ii) the acquiring 
company holds only securities of acquired companies that are part of 
the same group of investment companies, government securities, and 
short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not 
excessive under rules adopted pursuant to section 22(b) or section 
22(c) of the Act by a securities association registered under section 
15A of the Exchange Act or by the Commission; and (iv) the acquired 
company has a policy that prohibits it from acquiring securities of 
registered open-end investment companies or registered unit investment 
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
    3. Rule 12d1-2 under the Act permits a registered open-end 
investment company or a registered unit investment trust that relies on 
section 12(d)(1)(G) of the Act to acquire, in addition to securities 
issued by another registered investment company in the same group of 
investment companies, government securities, and short-term paper: (1) 
Securities issued by an investment company that is not in the same 
group of investment companies, when the acquisition is in reliance on 
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) securities (other 
than securities issued by an investment company); and (3) securities 
issued by a money market fund, when the investment is in reliance on 
rule 12d1-1 under the Act. For the purposes of rule 12d1-2, 
``securities'' means any security as defined in section 2(a)(36) of the 
Act.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction from any provision of the Act, or 
from any rule under the Act, if such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policies and 
provisions of the Act.
    5. Applicants state that the proposed arrangement would comply with 
the provisions of rule 12d1-2 under the Act, but for the fact that the 
Funds may invest a portion of their assets in Other Investments. 
Applicants request an order under section 6(c) of the Act for an 
exemption from rule 12d1-2(a) to allow the Funds to invest in Other 
Investments. Applicants assert that permitting the Funds to invest in 
Other Investments as described in the application would not raise any 
of the concerns that the requirements of section 12(d)(1) were designed 
to address.

Applicants' Condition

    Applicants agree that the order granting the requested relief will 
be subject to the following condition:
    Applicants will comply with all provisions of rule 12d1-2 under the 
Act, except for paragraph (a)(2) to the extent that it restricts any 
Fund of Funds from investing in Other Investments as described in the 
application.


[[Page 28078]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-13812 Filed 6-11-09; 8:45 am]

BILLING CODE 8010-01-P
