Federal Register / Vol. 72, No. 87 / Monday, May 7, 2007 / Notices 25799 

1HTGC was organized on December 18, 2003. On 

February 22, 2005, HTGC filed with the 

Commission its registration statement on Form N–

2 under the Securities Act of 1933, as amended, in 

connection with its initial public offering of 

common stock (the ‘‘IPO’’) and elected to be 

regulated as a BDC on the same date. Section 

2(a)(48) defines a BDC to be any closed-end 

investment company that operates for the purpose 

of making investments in securities described in 

sections 55(a)(1) through 55(a)(3) of the Act and 

makes available significant managerial assistance 

with respect to the issuers of such securities. On 

June 11, 2005, HTGC completed its IPO. 

2The Commission has issued an order under 

Section 61(a)(3)(B) of the Act approving the 2006 

Plan and the grant of options to Non-employee 

Directors under the 2006 Plan. Hercules Technology 

Growth Capital, Inc., Investment Company Act 

Release Nos. 27668 (Jan. 19, 2007) (notice) and 

27669 (Feb. 15, 2007) (order). 

by the Investing Management Company 

or Investing Trust in an amount at least 

equal to any compensation (including 

fees received pursuant to any plan 

adopted by an Index Fund under rule 

12–1 under the Act) received from an 

Index Fund by the Investing Fund 

Adviser, trustee, or Sponsor to the 

Investing Trust or an affiliated person of 

the Investing Fund Adviser, trustee or 

Sponsor, other than any advisory fees 

paid to the Investing Fund Adviser, 

trustee or Sponsor or an affiliated 

person of the Investing Fund Adviser, 

trustee or Sponsor by the Index Fund, 

in connection with the investment by 

the Investing Management Company or 

Investing Trust in the Index Fund. Any 

Investing Fund Subadviser will waive 

fees otherwise payable to the Investing 

Fund Subadviser, directly or indirectly, 

by the Investing Management Company 

in an amount at least equal to any 

compensation received from an Index 

Fund by the Investing Fund Subadviser, 

or an affiliated person of the Investing 

Fund Subadviser, other than any 

advisory fees paid to the Investing Fund 

Subadviser or its affiliated person by the 

Index Fund in connection with the 

investment by the Investing 

Management Company in the Index 

Fund made at the direction of the 

Investing Fund Subadviser. In the event 

that the Investing Fund Subadviser 

waives fees, the benefit of the waiver 

will be passed through to the Investing 

Management Company. 

11. Any sales charges and/or service 

fees charged with respect to shares of an 

Investing Fund will not exceed the 

limits applicable to a fund of funds as 

set forth in Rule 2830 of the NASD 

Conduct Rules. 

12. No Index Fund will acquire 

securities of any 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 

rule 12d1–1 under the Act or an 

exemptive order that allows the Index 

Fund to purchase shares of an affiliated 

money market fund for short-term cash 

management purposes. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–8595 Filed 5–4–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27815; 812–13312] 

Hercules Technology Growth Capital, 

Inc.; Notice of Application 

May 2, 2007. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

23(a), 23(b) and 63 of the Act, and under 

sections 57(a)(4) and 57(i) of the Act and 

rule 17d–1 under the Act authorizing 

certain joint transactions otherwise 

prohibited by section 57(a)(4) of the Act. 

SUMMARY OF THE APPLICATION: Applicant, 

Hercules Technology Growth Capital, 

Inc. (‘‘HTGC’’) requests an order to 

permit it to issue shares of its restricted 

common stock as part of the 

compensation packages for certain of its 

employees and directors, and certain 

employees of its wholly-owned 

consolidated subsidiaries. 

FILING DATES: The application was filed 

on July 7, 2006 and amended on April 

4, 2007 and May 1, 2007. 

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 

HTGC with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on May 22, 2007, and 

should be accompanied by proof of 

service on HTGC, 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. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549–

1090. HTGC, c/o Manuel A. Henriquez, 

Chairman of the Board and Chief 

Executive Officer, HTGC, 400 Hamilton 

Avenue, Suite 310, Palo Alto, California 

94301. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel, at (202) 

551–6873, or Nadya B. Roytblat, 

Assistant Director, 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 for a fee at the 

Commission’s Public Reference Desk, 

100 F Street, NE., Washington, DC 

20549–0102 (tel. 202–551–5850). 

Applicant’s Representations 

1. HTGC, a Maryland corporation, is 

an internally managed, non-diversified, 

closed-end investment company that 

has elected to be regulated as a business 

development company (‘‘BDC’’) under 

the Act.1 HTGC is a specialty finance 

company that provides debt and equity 

growth capital to technology-related and 

life-science companies at all stages of 

development. Shares of HTGC’s 

common stock are traded on The 

NASDAQ Global Market under the 

symbol ‘‘HTGC.’’ As of December 31, 

2006, there were 21,927,034 shares of 

HTGC’s common stock outstanding. As 

of that date, HTGC had 26 employees, 

including the employees of its whollyowned consolidated subsidiaries. 

2. HTGC currently has a four member 

board of directors (‘‘Board’’) of whom 

one is considered to be an ‘‘interested 

person’’ of HTGC within the meaning of 

section 2(a)(19) of the Act and three are 

not-interested persons (‘‘Non-interested 

Directors’’). HTGC has three directors 

who are not officers of employees of 

HTGC (the ‘‘Non-employee Directors’’). 

Currently, HTGC’s Non-employee 

Directors are all Non-interested 

Directors, but it is possible that HTGC 

may have Non-employee Directors in 

the future who are interested persons of 

HTGC. 

3. In May, 2006, HTGC adopted the 

2006 Non-employee Director Plan (the 

‘‘2006 Plan’’) for the purpose of 

advancing the interests of HTGC by 

providing for the grant of awards under 

the 2006 Plan to eligible directors of 

HTGC who are Non-employee 

Directors.2 HTGC proposes to amend 


pwalker on PROD1PC71 with NOTICES
25800 Federal Register / Vol. 72, No. 87 / Monday, May 7, 2007 / Notices 

3HTGC requests that the order also permit the 

issuance of Restricted Stock to its future Nonemployee Directors under the Amended and 

Restated 2006 Plan and to its future employees and 

the future employees of its wholly-owned 

consolidated subsidiaries under the Amended and 

Restated 2004 Plan. 

4For purposes of calculating compliance with 

this limit, HTGC will count as Restricted Stock all 

shares of HTGC’s common stock that are issued 

pursuant to the Amended and Restated Plans less 

any shares that are forfeited back to HTGC and 

cancelled as a result of forfeiture restrictions not 

lapsing. 

5The term ‘‘required majority,’’ when used with 

respect to the approval of a proposed transaction, 

plan, or arrangement, means both a majority of a 

BDC’s directors or general partners who have no 

financial interest in such transaction, plan, or 

arrangement and a majority of such directors or 

general partners who are not interested persons of 

such company. 

and restate the 2006 Plan to permit the 

issuance of restricted stock that, at the 

time of issuance, is subject to certain 

forfeiture restrictions, and thus is 

restricted as to its transferability until 

such forfeiture restrictions have lapsed 

(the ‘‘Restricted Stock’’) to its Nonemployee Directors (the ‘‘Amended and 

Restated 2006 Plan’’). 

4. In May, 2006, HTGC adopted the 

Amended and Restated 2004 Equity 

Incentive Plan (the ‘‘2004 Plan’’) for the 

purpose of attracting and retaining the 

services of executive officers, employee 

directors, and other key employees. 

HTGC proposes to amend and restate 

the 2004 Plan to permit the issuance of 

shares of Restricted Stock to its 

employees and the employees of its 

wholly-owned consolidated subsidiaries 

(the ‘‘Amended and Restated 2004 

Plan’’; each of the Amended and 

Restated 2004 Plan and the Amended 

and Restated 2006 Plan is an ‘‘Amended 

and Restated Plan’’ and together, the 

‘‘Amended and Restated Plans’’). 

5. HTGC requests an order to permit 

it to issue shares of Restricted Stock to 

its Non-employee Directors and 

employees, and the employees of its 

wholly-owned consolidated subsidiaries 

(collectively, the ‘‘Restricted Stock 

Participants’’ and each, a ‘‘Restricted 

Stock Participant’’).3 HTGC believes that 

the Amended and Restated Plans would 

enable HTGC to offer the Restricted 

Stock Participants compensation 

packages that are competitive with those 

offered by its competitors and other 

investment management businesses, 

which would enhance the ability of 

HTGC to hire and retain key senior 

management and other key personnel. 

6. The Amended and Restated Plans 

will authorize the issuance of shares of 

Restricted Stock subject to certain 

forfeiture restrictions. These restrictions 

may relate to continued employment or 

service on the Board, as the case may be 

(lapsing either on an annual or other 

periodic basis or on a ‘‘cliff’’ basis, i.e., 

at the end of a stated period of time), the 

performance of HTGC, or other 

restrictions deemed by the Board from 

time to time to be appropriate and in the 

best interests of HTGC and its 

stockholders. The Restricted Stock will 

not be transferable except for 

disposition by gift, will or intestacy. 

Except to the extent restricted under the 

terms of an Amended and Restated Plan, 

a Restricted Stock Participant granted 

Restricted Stock will have all the rights 

of any other stockholder, including the 

right to vote the Restricted Stock and 

the right to receive dividends. During 

the restriction period (i.e., prior to the 

lapse of applicable forfeiture 

restrictions), the Restricted Stock 

generally may not be sold, transferred, 

pledged, hypothecated, margined, or 

otherwise encumbered by the Restricted 

Stock Participant. Except as the Board 

otherwise determines, upon termination 

of a Restricted Stock Participant’s 

employment or service on the Board 

during the applicable restriction period, 

Restricted Stock for which forfeiture 

restrictions have not lapsed at the time 

of such termination shall be forfeited. 

7. The maximum amount of shares 

that may be issued under the Amended 

and Restated Plan will be 10% of the 

outstanding shares of common stock of 

HTGC on the effective date of the 

Amended and Restated Plans plus 10% 

of the outstanding number of shares of 

HTGC’s common stock issued or 

delivered by HTGC (other than pursuant 

to compensation plans) during the term 

of the Amended and Restated Plans.4 In 

addition, no Restricted Stock Participant 

may be granted more than 25% of the 

shares of common stock reserved for 

issuance under the Amended and 

Restated Plans. The Board would award 

shares of Restricted Stock to the 

Restricted Stock Participants from time 

to time as part of the Restricted Stock 

Participant’s compensation based on a 

Restricted Stock Participant’s actual or 

expected performance and value to 

HTGC. The Board would have the 

responsibility to ensure that the 

Amended and Restated Plans are 

operated in a manner that best serves 

the interests of HTGC and its 

stockholders. 

8. Subject to HTGC’s stockholders’

approval of the Amended and Restated 

2006 Plan and issuance of the order, the 

Amended and Restated 2006 Plan will 

provide for the grant of 3,333 shares of 

Restricted Stock to Non-employee 

Directors upon their initial election to 

the Board, for which forfeiture 

restrictions would lapse as to one-half of 

such shares on the anniversary of the 

grant for each of the first two years of 

service, and an additional grant of 5,000 

shares of Restricted Stock at the time of 

such Non-employee Directors’ reelection to the Board, for which 

forfeiture restrictions would lapse as to 

one-third of such shares on the 

anniversary of such grant over three 

years. Subject to HTGC’s stockholders’

approval of the Amended and Restated 

2006 Plan, Non-employee Directors who 

hold office on the date of the order will 

receive a grant at the 2007 annual 

meeting of HTGC’s stockholders equal 

to the pro rata portion of such grant of 

5,000 shares of Restricted Stock based 

on the length of the Non-employee 

Directors’ remaining current term, for 

which forfeiture restrictions would 

lapse as to one-third of such shares on 

the anniversary of the grant over three 

years. The grants of Restricted Stock to 

Non-employee Directors under the 

Amended and Restated 2006 Plan will 

be automatic and will not be changed 

without Commission approval. 

9. Each issuance of Restricted Stock 

under the Amended and Restated 2004 

Plan will be approved by the required 

majority, as defined in Section 57(o) of 

the Act,5 of HTGC’s directors on the 

basis that the issuance is in the best 

interests of HTGC and its stockholders. 

The date on which the required majority 

approves an issuance of Restricted Stock 

will be deemed the date on which the 

subject Restricted Stock is granted. The 

Amended and Restated Plans will be 

submitted for approval to HTGC’s 

stockholders, and will become effective 

upon such approval, subject to the 

issuance of the order. 

Applicant’s Legal Analysis 

Sections 23(a) and (b), Section 63 

1. Under section 63 of the Act, the 

provisions of section 23(a) of the Act 

generally prohibiting a registered 

closed-end investment company from 

issuing securities for services or for 

property other than cash or securities 

are made applicable to BDCs. This 

provision would prohibit the issuance 

of Restricted Stock as a part of the 

Amended and Restated Plans. 

2. Section 23(b) generally prohibits a 

closed-end management investment 

company from selling its common stock 

at a price below its current net asset 

value (‘‘NAV’’). Section 63(2) makes 

section 23(b) applicable to BDCs unless 

certain conditions are met. Because 

Restricted Stock that would be granted 

under the Amended and Restated Plans 

would not meet the terms of section 

63(2), sections 23(b) and 63 prohibit the 

issuance of the Restricted Stock. 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 72, No. 87 / Monday, May 7, 2007 / Notices 25801 

6See Executive Compensation and Related Person 

Disclosure, Release No. 33–8732A (Aug. 29, 2006), 

as amended by, Executive Compensation 

Disclosure, Release No. 33–8765 (Dec. 22, 2006) 

(adopted as interim final rules). 

3. Section 6(c) provides, in part, that 

the Commission may, by order upon 

application, conditionally or 

unconditionally exempt any person, 

security, or transaction, or any class or 

classes thereof, from any provision of 

the Act, if and to the extent that the 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. 

4. HTGC requests an order pursuant to 

section 6(c) of the Act granting an 

exemption from the provisions of 

sections 23(a) and (b) and section 63 of 

the Act. HTGC states that the concerns 

underlying those sections include: (i) 

Preferential treatment of investment 

company insiders and the use of options 

and other rights by insiders to obtain 

control of the investment company; (ii) 

complication of the investment 

company’s structure that makes it 

difficult to determine the value of the 

company’s shares; and (iii) dilution of 

stockholders’ equity in the investment 

company. HTGC states that the 

Amended and Restated Plans do not 

raise the concern about preferential 

treatment of HTGC’s insiders because 

the Amended and Restated Plans are 

bona fide compensation plans of the 

type that are common among 

corporations generally. In addition, 

section 61(a)(3) of the Act permits a 

BDC to issue to its officers, directors and 

employees, pursuant to an executive 

compensation plan, warrants, options 

and rights to purchase the BDC’s voting 

securities, subject to certain 

requirements. HTGC states that, for 

reasons that are unclear, section 61 and 

its legislative history do not address the 

issuance by a BDC of restricted stock as 

incentive compensation. HTGC states, 

however, that the issuance of Restricted 

Stock is substantially similar, for 

purposes of investor protection under 

the Act, to the issuance of warrants, 

options, and rights as contemplated by 

section 61. HTGC also asserts that the 

Amended and Restated Plans would not 

become a means for insiders to obtain 

control of HTGC because the maximum 

number of HTGC’s voting securities that 

are represented by shares of Restricted 

Stock and that may be issued to an 

individual Restricted Stock Participant 

will be limited as set forth in the 

conditions to the order. 

5. HTGC further states that the 

Amended and Restated Plans will not 

unduly complicate HTGC’s structure 

because equity-based employee 

compensation arrangements are widely 

used among corporations and 

commonly known to investors. HTGC 

notes that the Amended and Restated 

Plans will be submitted to HTGC’s 

stockholders for their approval. HTGC 

represents that a concise, ‘‘plain 

English’’ description of the Amended 

and Restated Plans, including their 

potential dilutive effect, will be 

provided in the proxy materials that 

will be submitted to HTGC’s 

stockholders. HTGC also states that it 

will comply with the proxy disclosure 

requirements in Item 10 of Schedule 

14A under the Securities Exchange Act 

of 1934. HTGC further notes that the 

Amended and Restated Plans will be 

disclosed to investors in accordance 

with the requirements of the Form N–

2 registration statements for closed-end 

investment companies, and pursuant to 

the standards and guidelines adopted by 

the Financial Accounting Standards 

Board for operating companies. In 

addition, HTGC is subject to the same 

executive disclosure requirements that 

the Commission has adopted for 

operating companies.6 HTGC thus 

concludes that the Amended and 

Restated Plans will be adequately 

disclosed to investors and appropriately 

reflected in the market value of HTGC’s 

shares. 

6. HTGC acknowledges that, while 

awards granted under the Amended and 

Restated Plans would have a dilutive 

effect on the stockholders’ equity in 

HTGC, that effect would be outweighed 

by the anticipated benefits of the 

Amended and Restated Plans to HTGC 

and its stockholders. HTGC asserts that 

it needs the flexibility to provide the 

requested equity-based employee 

compensation in order to be able to 

compete effectively with other financial 

services firms for talented professionals. 

These professionals, HTGC suggests, in 

turn are likely to increase HTGC’s 

performance and stockholder value. 

HTGC also asserts that equity-based 

compensation would more closely align 

the interests of the Non-employee 

Directors and HTGC’s employees with 

those of HTGC’s stockholders. HTGC 

believes that the granting of shares of 

Restricted Stock to Non-employee 

Directors under the Amended and 

Restated 2006 Plan is fair and 

reasonable because of the skills and 

experience that such directors provide 

to HTGC. Such skills and experience are 

necessary for the management and 

oversight of HTGC’s investments and 

operations. HTGC believes that granting 

the shares of Restricted Stock will 

provide significant incentives for Nonemployee Directors to remain on the 

Board and to devote their best efforts to 

the success of HTGC’s business in the 

future, as they have done in the past. 

The issuance of shares of Restricted 

Stock will also provide a means for 

HTGC’s Non-employee Directors to 

increase their ownership interest in 

HTGC, thereby helping to ensure a close 

identification of their interests with 

those of HTGC and its stockholders. 

Section 57(a)(4), Rule 17d–1 

7. Section 57(a) proscribes certain 

transactions between a BDC and persons 

related to the BDC in the manner 

described in section 57(b) (‘‘57(b) 

persons’’), absent a Commission order. 

Section 57(a)(4) generally prohibits a 

57(b) person from effecting a transaction 

in which the BDC is a joint participant 

absent such an order. Rule 17d–1, made 

applicable to BDCs by section 57(i), 

proscribes participation in a ‘‘joint 

enterprise or other joint arrangement or 

profit-sharing plan,’’ which includes a 

stock option or purchase plan. 

Employees and directors of a BDC are 

57(b) persons. Thus, the issuance of 

shares of Restricted Stock could be 

deemed to involve a joint transaction 

involving a BDC and a 57(b) person in 

contravention of section 57(a)(4). Rule 

17d–1(b) provides that, in considering 

relief pursuant to the rule, the 

Commission will consider (i) whether 

the participation of the company in a 

joint enterprise is consistent with the 

Act’s policies and purposes and (ii) the 

extent to which that participation is on 

a basis different from or less 

advantageous than that of other 

participants. 

8. HTGC requests an order pursuant to 

section 57(a)(4) and rule 17d–1 to 

permit the Amended and Restated 

Plans. HTGC states that the Amended 

and Restated Plans, although benefiting 

the Restricted Stock Participants and 

HTGC in different ways, are in the 

interests of HTGC’s stockholders 

because the Amended and Restated 

Plans will help HTGC attract and retain 

talented professionals, help align the 

interests of HTGC’s employees with 

those of its stockholders, and in turn 

help produce a better return to HTGC’s 

stockholders. 

Applicant’s Conditions 

HTGC agrees that the order granting 

the requested relief will be subject to the 

following conditions: 

1. The Amended and Restated Plans 

will be authorized by HTGC’s 

stockholders. 

2. Each issuance of Restricted Stock to 

an employee will be approved by the 

required majority, as defined in Section 


pwalker on PROD1PC71 with NOTICES
25802 Federal Register / Vol. 72, No. 87 / Monday, May 7, 2007 / Notices 

1See PowerShares Exchange-Traded Fund Trust, 

Investment Company Act Release Nos. 25961 

(March 4, 2003) (notice) and 25985 (March 28, 

2003) (order) (the ‘‘Prior Order’’). 

57(o) of the Act, of HTGC’s directors on 

the basis that such issuance is in the 

best interests of HTGC and its 

stockholders. 

3. The amount of voting securities 

that would result from the exercise of all 

of HTGC’s outstanding warrants, 

options, and rights, together with any 

Restricted Stock issued pursuant to the 

Amended and Restated Plans, at the 

time of issuance shall not exceed 25% 

of the outstanding voting securities of 

HTGC, except that if the amount of 

voting securities that would result from 

the exercise of all of HTGC’s 

outstanding warrants, options, and 

rights issued to HTGC’s directors, 

officers, and employees, together with 

any Restricted Stock issued pursuant to 

the Amended and Restated Plans, would 

exceed 15% of the outstanding voting 

securities of HTGC, then the total 

amount of voting securities that would 

result from the exercise of all 

outstanding warrants, options, and 

rights, together with any Restricted 

Stock issued pursuant to the Amended 

and Restated Plans, at the time of 

issuance shall not exceed 20% of the 

outstanding voting securities of HTGC. 

4. The maximum amount of shares of 

Restricted Stock that may be issued 

under the Amended and Restated Plans 

will be 10% of the outstanding shares of 

common stock of HTGC on the effective 

date of the Amended and Restated Plans 

plus 10% of the number of shares of 

HTGC’s common stock issued or 

delivered by HTGC (other than pursuant 

to compensation plans) during the term 

of the Amended and Restated Plans. 

5. The Board will review the 

Amended and Restated Plans at least 

annually. In addition, the Board will 

review periodically the potential impact 

that the issuance of Restricted Stock 

under the Amended and Restated Plans 

could have on HTGC’s earnings and 

NAV per share, such review to take 

place prior to any decisions to grant 

Restricted Stock under the Amended 

and Restated Plans, but in no event less 

frequently than annually. Adequate 

procedures and records will be 

maintained to permit such review. The 

Board will be authorized to take 

appropriate steps to ensure that the 

grant of Restricted Stock under the 

Amended and Restated Plans would not 

have an effect contrary to the interests 

of HTGC’s stockholders. This authority 

will include the authority to prevent or 

limit the granting of additional 

Restricted Stock under the Amended 

and Restated Plans. All records 

maintained pursuant to this condition 

will be subject to examination by the 

Commission and its staff. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–8683 Filed 5–4–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27811; 812–13335] 

PowerShares Exchange-Traded Fund 

Trust, et al.; Notice of Application 

April 30, 2007. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1), 22(d), 22(e) and 24(d) of 

the Act and rule 22c–1 under the Act, 

and under sections 6(c) and 17(b) of the 

Act for an exemption from sections 

17(a)(1) and (a)(2) of the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit (a) 

series of open-end management 

investment companies, whose portfolios 

will consist of the component securities 

of certain foreign equity securities 

indexes or fixed income securities 

indexes, to issue shares (‘‘Fund Shares’’) 

that can be purchased from the 

investment companies and redeemed 

only in large aggregations (‘‘Creation 

Units’’); (b) secondary market 

transactions in Fund Shares to occur at 

negotiated prices on a national 

securities exchange; (c) dealers to sell 

Fund Shares to purchasers in the 

secondary market unaccompanied by a 

prospectus, when prospectus delivery is 

not required by the Securities Act of 

1933 (the ‘‘Securities Act’’); (d) certain 

affiliated persons of the series to deposit 

securities into, and receive securities 

from, the series in connection with the 

purchase and redemption of Creation 

Units; and (e) the series to pay 

redemption proceeds, under certain 

circumstances, more than seven days 

after the tender of a Creation Unit for 

redemption. In addition, the order 

would delete a condition related to 

future relief and expand the scope of 

future relief in a prior order.1

APPLICANTS: PowerShares ExchangeTraded Fund Trust (the ‘‘Initial Trust’’), 

PowerShares Global Exchange-Traded 

Fund Trust (the ‘‘New Trust,’’ and 

together with the Initial Trust, the 

‘‘Trusts’’), PowerShares Capital 

Management LLC (the ‘‘Adviser’’), and 

AIM Distributors, Inc. (the 

‘‘Distributor’’). 

FILING DATES: The application was filed 

on October 19, 2006 and amended on 

March 29, 2007 and April 26, 2007. 

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 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 May 24, 2007, 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. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, NE, 

Washington, DC 20549–1090. The 

Trusts and the Adviser: 301 West 

Roosevelt Road, Wheaton, IL 60187; the 

Distributor: 11 Greenway Plaza, Suite 

100, Houston, TX 77046–1173. 

FOR FURTHER INFORMATION CONTACT: 

Marilyn Mann, Senior Counsel, at (202) 

551–6813, 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 for a fee at the 

Commission’s Public Reference Branch, 

100 F Street, NE., Washington, DC 

20549–0102 (telephone (202) 551–5850). 

Applicants’ Representations 

1. The Trusts are open-end 

management investment companies 

registered under the Act and organized 

as Massachusetts business trusts. The 

Trusts are organized as series funds 

(each such series, an ‘‘Index Fund’’). 

The Initial Trust currently offers and 

sells certain Index Funds. The Initial 

Trust intends to offer nine new Index 

Funds and the New Trust intends to 

offer 37 new Index Funds (each, a ‘‘New 

Fund’’). The Adviser is registered as an 


pwalker on PROD1PC71 with NOTICES