28076 Federal Register / Vol. 74, No. 112 / Friday, June 12, 2009 / Notices 

1 15 U.S.C. 78m(f). 

2 15 U.S.C. 78a et seq. 

3 17 CFR 240.13f–1. 

writing within 60 days of this 

publication. 

Comments should be directed to 

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. 

Dated: June 8, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13814 Filed 6–11–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: 

Form 13F; SEC File No. 270–22; OMB 

Control No. 3235–0006. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501–3520), the Securities 

and Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

Section 13(f)1 of the Securities 

Exchange Act of 19342 (the ‘‘Exchange 

Act’’) empowers the Commission to: (1) 

Adopt rules that create a reporting and 

disclosure system to collect specific 

information; and (2) disseminate such 

information to the public. Rule 13f-13

under the Exchange Act requires 

institutional investment managers that 

exercise investment discretion over 

accounts—having in the aggregate a fair 

market value of at least $100,000,000 of 

exchange-traded or NASDAQ-quoted 

equity securities—to file quarterly 

reports with the Commission on Form 

13F. 

The information collection 

requirements apply to institutional 

investment managers that meet the $100 

million reporting threshold. Section 

13(f)(5) of the Exchange Act defines an 

‘‘institutional investment manager’’ as 

any person, other than a natural person, 

investing in or buying and selling 

securities for its own account, and any 

person exercising investment discretion 

with respect to the account of any other 

person. Form 13F under the Exchange 

Act defines ‘‘investment discretion’’ for 

purposes of Form 13F reporting. 

The reporting system required by 

Section 13(f) of the Exchange Act is 

intended, among other things, to create 

in the Commission a central repository 

of historical and current data about the 

investment activities of institutional 

investment managers, and to improve 

the body of factual data available to 

regulators and the public. 

The Commission staff estimates that 

4,052 respondents make approximately 

16,208 responses under the rule each 

year. The staff estimates that on average, 

Form 13F filers spend 98.8 hours/year 

to prepare and submit the report. In 

addition, the staff estimates that 210 

respondents file approximately 840 

amendments each year. The staff 

estimates that on average, Form 13F 

filers spend 4 hours/year to prepare and 

submit amendments to Form 13F. The 

total annual burden of the rule’s 

requirements for all respondents 

therefore is estimated to be 401,178 

hours ((4,052 filers x 98.8 hours) + (210 

filers x 4 hours)). 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act. The estimate 

is not derived from a comprehensive or 

even a representative survey or study of 

the costs of Commission rules. 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. 

Please direct general comments 

regarding the above information to the 

following persons: (i) Desk Officer for 

the Securities and Exchange 

Commission, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503 

or send an e-mail to Shagufta Ahmed at 

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

Charles Boucher, Director/CIO, 

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 OMB within 30 days of 

this notice. 

Dated: June 8, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13813 Filed 6–11–09; 8:45 am] 

BILLING CODE 8010–01–P 

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. 

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 ExchangeTraded 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. 

Federal Register / Vol. 74, No. 112 / Friday, June 12, 2009 / Notices 28077 

1Every 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. 

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 ExchangeTraded 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. 

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. 

28078 Federal Register / Vol. 74, No. 112 / Friday, June 12, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3The October 3, 2008 filing was Amendment No. 

3 to the Plan. NYSE Arca initially filed the Plan on 

September 18, 2007, filed Amendment No. 1 on 

December 10, 2007, and filed Amendment No. 2 on 

April 17, 2008. 

4Release No. 34–51808 (June 9, 2005), 70 F.R. 

37496 (June 29 2005). 

5Regulation NMS Rule 611(a). 

6Regulation NMS Rule 600(b)(30). 

7Sections 5(a)(i) and 5(b)(iv) of the Plan. 

8Section 2(9) of the Plan. 

9Regulation NMS Rule 611(c) and Section 5(c) of 

the Plan. 

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 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60054; File No. SR– 

NYSEArca-2009–45] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To Adopt Rules To 

Implement the Options Order 

Protection and Locked/Crossed Market 

Plan 

June 5, 2009. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’)1 and Rule 19b–4 thereunder,2

notice is hereby given that on May 20, 

2009, the NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or ‘‘Exchange’’), 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 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 adopt rules 

to implement the Options Order 

Protection and Locked/Crossed Market 

Plan (the ‘‘Plan’’), and to delete 

provisions which will no longer be 

applicable following adoption of the 

Plan. The text of the proposed rule 

change is available on the Exchange’s 

Web site at http://www.nyse.com, at the 

Exchange’s principal office 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 

self-regulatory organization 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 those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to adopt rules 

to implement the Plan. These rules will 

amend Rules 6.92 through 6.94 [sic] of 

the Exchange’s rules in their entirety. 

The proposed rules also will amend 

various other rules to accommodate the 

Plan. 

Background to the plan and the 

implementing rules. NYSE Arca filed 

the current version of the Plan on 

October 31, 2008.3 The Plan would 

replace the current Plan for the Purpose 

of Creating and Operating an 

Intermarket Option Linkage (‘‘Old 

Plan’’). The Old Plan requires its 

participant exchanges to operate a 

stand-alone system or ‘‘Linkage’’ for 

sending order-flow between exchanges 

to limit trade-throughs. The Options 

Clearing Corporation (‘‘OCC’’) operates 

the Linkage system. The Linkage rules 

provide for unique types of Linkage 

orders, with a complicated set of 

requirements as to who may send such 

orders and under what conditions. 

While the Linkage largely has 

operated satisfactorily, it is under 

significant strain. When the 

Commission approved the Old Plan in 

2000, average daily volume (‘‘ADV’’) in 

the options market was approximately 

2.6 million contracts across all 

exchanges. Now the ADV has increased 

to more than 10 million contracts, 

putting added strain on the ability of 

market makers to comply with the 

complex Linkage rules. At the same 

time, the options markets have been 

moving towards quoting in pennies, and 

are quoting in pennies options 

representing over half the total industry 

volume. This greatly increases the 

number of price changes in an option, 

giving rise to greater chances of tradethroughs and missing markets as market 

makers send Linkage orders and have to 

wait for a response. 

Experience in the equities markets 

shows that there is a more efficient way 

to provide price protection in options. 

When first implemented, the Linkage 

represented a vast improvement over 

the then-current equities priceprotection system, which depended on 

the operation of the Intermarket Trading 

System (‘‘ITS’’). The plan governing ITS 

imposed long waiting times for filling 

ITS commitments and a cumbersome 

method for satisfying trade-throughs. 

Learning from the shortcomings of ITS, 

the options Linkage has shorter waiting 

periods and more efficient trade-through 

protections. 

The equity price-protection 

mechanisms have now leapfrogged the 

options Linkage. By adopting Regulation 

NMS in 2005 the Commission 

effectively terminated ITS, replacing it 

with a rules-based price-protection 

system.4 The key to Regulation NMS’s 

price-protection provisions is the 

Intermarket Sweep Order, or ISO. Each 

equity exchange must adopt rules 

‘‘reasonably designed to prevent tradethroughs.’’ 5 Exempted from tradethrough liability is an ISO, which is an 

order a member sends to an exchange 

displaying a price inferior to the 

national best bid and offer (‘‘NBBO’’), 

while simultaneously sending orders to 

trade against the full size of any other 

exchange that is displaying the NBBO.6

The Regulation NMS rules-based 

price-protection system is working well. 

It requires neither a central linkage 

mechanism nor a complex set of 

operating rules. It also has eliminated 

the need for achieving unanimity to 

change even the most minor aspects of 

a linkage mechanism. A simple 

prohibition against most trade-throughs, 

coupled with the ISO mechanism, has 

given the equities markets a straightforward system to provide customers 

with price protection in a fast-moving, 

high-volume market that is quoted in 

pennies. NYSE Arca and the other 

options exchange participants in the 

Plan intend for the Plan, and the 

implementing rules, to bring the 

efficiencies of Regulation NMS to the 

options market. 

Operation of the plan. The Plan 

effectively would apply the Regulation 

NMS price-protection provisions to the 

options markets. Similar to Regulation 

NMS, the Plan would require 

participants to adopt rules ‘‘reasonably 

designed to prevent Trade-Throughs,’’ 

while exempting ISOs from that 

prohibition.7 The definition of an ISO is 

essentially the same as under Regulation 

NMS,8 and there are a number of 

additional exceptions to the tradethrough prohibition. Like Regulation 

NMS,9 the Plan requires participating