Federal Register / Vol. 75, No. 110 / Wednesday, June 9, 2010 / Notices 32825 

substantial difficulty determining 

whether a national securities exchange 

or exempt exchange was continuing to 

operate in compliance with the Act. 

Initial filings on Form 1 by new 

exchanges are made on a one-time basis. 

The Commission estimates that it will 

receive approximately three initial Form 

1 filings per year and that each 

respondent would incur an average 

burden of 47 hours to file an initial 

Form 1 at an average cost per response 

of approximately $10,354. Therefore, 

the Commission estimates that the 

annual burden for all respondents to file 

the initial Form 1 would be 141 hours 

(one response/respondent × three 

respondents × 47 hours/response) and 

$31,062 (one response/respondent × 

three respondents × $10,354/response). 

There currently are thirteen entities 

registered as national securities 

exchanges and two exempt exchanges, 

for a total of 15 exchanges. The 

Commission estimates that each 

registered or exempt exchange files four 

amendments or periodic updates to 

Form 1 per year, incurring an average 

burden of 25 hours to comply with Rule 

6a–2. The Commission estimates that 

the annual burden for all respondents to 

file amendments and periodic updates 

to the Form 1 pursuant to Rule 6a–2 is 

1500 hours (15 respondents × 25 hours/ 

response × four response/respondent 

per year) and $317,700 (15 respondents 

× $5,295/response × one response/ 

respondent per year). 

Compliance with Rules 6a–1 and 6a– 

2 and Form 1 is mandatory for entities 

seeking to register as a national 

securities exchange or seeking an 

exemption from registration based on 

limited trading volume. Information 

received in response to Rules 6a–1 and 

6a–2 and Form 1 shall not be kept 

confidential; the information collected 

is public information. As set forth in 

Rule 17a–1 (17 CFR 240.17a–1) under 

the Act, a national securities exchange 

generally is required to retain records of 

the collection of information for at least 

five years. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Comments should be directed to (i) 

Desk Officer for the Securities and 

Exchange Commission, Office of 

Information and Regulatory Affairs, 

Office of Management and Budget, 

Room 10102, New Executive Office 

Building, Washington, DC 20503 or by 

sending an e-mail to: 

Shagufta_Ahmed@omb.eop.gov; and (ii) 

Charles Boucher, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Shirley 

Martinson, 6432 General Green Way, 

Alexandria, VA 22312 or send an e-mail 

to: PRA_Mailbox@sec.gov. Comments 

must be submitted to the Office of 

Management and Budget within 30 days 

of this notice. 

Dated: June 2, 2010. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–13833 Filed 6–8–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29292; File No. 812–13748] 

FFCM, LLC and FQF Trust; Notice of 

Application 

June 2, 2010. 

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 rule 12d1–2(a) under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit open-end 

management investment companies 

relying on rule 12d1–2 under the Act to 

invest in certain financial instruments. 

APPLICANTS: FFCM, LLC (‘‘FFCM,’’ and 

together with any entity controlling, 

controlled by or under common control 

with FFCM, the ‘‘Adviser’’) and FQF 

Trust (‘‘Trust,’’ and together with the 

Adviser, ‘‘Applicants’’). 

FILING DATES: The application was filed 

on January 28, 2010, and amended on 

May 27, 2010. 

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 June 28, 2010 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; 

Applicants: FFCM, LLC and FQF Trust, 

230 Congress Street, 5th Floor, Boston, 

MA 02110. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876, or Michael W. Mundt, 

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 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. The Trust is organized as a 

Delaware statutory trust and is 

registered with the Commission as an 

open-end management investment 

company. The Adviser, a Delaware 

limited liability company, will register 

as an investment adviser under the 

Investment Advisers Act of 1940, as 

amended, prior to relying on the 

requested order. A broker-dealer 

registered under the Securities 

Exchange Act of 1934, as amended 

(‘‘Exchange Act’’), will be selected and 

will serve as distributor. 

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 the 

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 

(‘‘Funds 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’’). Applicants state 

that all Funds of Funds and Underlying 

Funds are or will be registered with the 

Commission as open-end management 

investment companies. 

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 


erowe on DSK5CLS3C1PROD with NOTICES
32826 Federal Register / Vol. 75, No. 110 / Wednesday, June 9, 2010 / Notices 

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

2 17 CFR 240.19b–4. 

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: (a) The acquired company 

and acquiring company are part of the 

same group of investment companies; 

(b) 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; (c) 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 (d) 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: (a) 

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; (b) 

securities (other than securities issued 

by an investment company); and (c) 

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 of 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 of Funds to invest in 

Other Investments. Applicants assert 

that permitting the Funds of 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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–13822 Filed 6–8–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62196; File No. SR–Phlx– 

2010–73] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX, Inc.; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change Relating to 

Rebates for Adding and Fees for 

Removing Liquidity 

June 1, 2010. 

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 May 20, 

2010, NASDAQ OMX PHLX, Inc. 

(‘‘Phlx’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III, below, which Items have been 

prepared by the Exchange. 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 the 

Exchange’s Fee Schedule to increase the 

number of options to be included in the 

Exchange’s current rebates for adding, 

and fees for removing, liquidity. In 

addition, the Exchange proposes to 

clarify its rebates for adding and fees for 

removing liquidity, specifically the 

applicability of fees to electronic 

auctions. 

While changes to the Fee Schedule 

pursuant to this proposal are effective 

upon filing, the Exchange has 

designated these changes to be operative 

for transactions settling on or after June 

1, 2010. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaqtrader.com/ 

micro.aspx?id=PHLXfilings, at the 

principal office of the Exchange, at the 

Commission’s Public Reference Room, 

and on the Commission’s Web site at 

http://www.sec.gov. 

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 

Exchange 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 

1. Purpose 

The purpose of the proposed rule 

change is [sic] The Exchange proposes 

to increase liquidity and to attract order 


erowe on DSK5CLS3C1PROD with NOTICES