Invesco PowerShares Capital Management LLC, et al.; Notice of Application, 57695-57696 [E8-23346]

Download as PDF Federal Register / Vol. 73, No. 193 / Friday, October 3, 2008 / Notices outstanding securities of any class of equity or debt of a publicly-traded company that is either a Sub-Adviser or an entity that controls, is controlled by or is under common control with a SubAdviser. 9. The requested order will expire on the effective date of rule 15a-5 under the Act, if adopted. 10. For Sub-Advised Funds that pay a Sub-Adviser’s fees directly from Fund assets, any changes to a Sub-Advisory Agreement that would result in an increase in the total management and advisory fees payable by a Sub-Advised Fund will be required to be approved by the shareholders of the Sub-Advised Fund. For the Commission, by the Division of Investment Management, under delegated authority. Florence E. Harmon, Acting Secretary. [FR Doc. E8–23365 Filed 10–2–08; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 28411; 812–13491] Invesco PowerShares Capital Management LLC, et al.; Notice of Application September 29, 2008. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application to amend a prior order under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) 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. AGENCY: Applicants request an order to amend a prior order (‘‘Prior Order’’) 1 that permits (a) Openend management investment companies whose portfolio securities include equity and/or fixed-income securities of U.S. issuers to issue shares (‘‘Shares’’) that can be redeemed only in large aggregations (‘‘Creation Units’’); (b) secondary market transactions in Shares to occur at negotiated prices; (c) 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 (d) certain registered mstockstill on PROD1PC66 with NOTICES SUMMARY OF APPLICATION: 1 PowerShares Capital Management, et al., Investment Company Act Release Nos. 28140 (Feb. 1, 2008) (notice) and 28171 (Feb. 27, 2008) (order). VerDate Aug<31>2005 23:33 Oct 02, 2008 Jkt 217001 management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. Applicants seek to amend the Prior Order in order to offer two new series (the ‘‘Additional Funds’’) and future series (‘‘Future Foreign Funds,’’ together with the Additional Funds, the ‘‘Foreign Funds’’) investing in foreign equity and fixedincome securities. APPLICANTS: Invesco PowerShares Capital Management LLC, formerly known as PowerShares Capital Management LLC (the ‘‘Adviser’’), Invesco Aim Distributors, Inc., formerly known as AIM Distributors, Inc. (the ‘‘Distributor’’), and PowerShares Actively Managed Exchange-Traded Fund Trust (the ‘‘Trust’’). FILING DATES: The application was filed on February 12, 2008, and amended on July 22, 2008. 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 October 24, 2008, 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, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090; Applicants: Adviser and Trust, 301 West Roosevelt Road, Wheaton, Illinois 60187, and Distributor, 11 Greenway Plaza, Houston, Texas 77046– 1173 FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202) 551– 6870, or Marilyn Mann, 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 Public Reference Room, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington DC 20549–1520 (telephone (202) 551–5850). PO 00000 Frm 00108 Fmt 4703 Sfmt 4703 57695 Applicants’ Representations 1. The Trust is an open-end management investment company registered under the Act and organized as a Delaware business trust. The Trust currently offers four series under the Prior Order (the ‘‘Initial Funds,’’ together with the Foreign Funds, the ‘‘Funds’’).2 The Adviser, which is registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’), or an entity controlling, controlled by or under common control with the Adviser (included in the term ‘‘Adviser’’), will serve as investment adviser to each Fund. The Adviser may in the future retain one or more sub-advisers (‘‘SubAdvisers’’) to manage particular Funds’ portfolios. Any Sub-Adviser will be registered under the Advisers Act. The Distributor, a broker-dealer registered under the Securities Exchange Act of 1934 (‘‘Exchange Act’’), serves as the principal underwriter and distributor for the Funds. 2. The Trust is currently permitted to offer actively-managed exchange-traded funds investing in U.S. equity and fixedincome securities in reliance on the Prior Order. Applicants seek to amend the Prior Order to permit the Trusts to offer Foreign Funds that will invest in foreign equity and fixed-income securities.3 3. Applicants state that all discussions contained in the application for the Prior Order are equally applicable to the Foreign Funds, except as specifically noted by applicants (as summarized in this notice). Applicants assert that the Foreign Funds will operate in a manner identical to the Initial Funds and will comply with all of the terms, provisions and conditions of the Prior Order, as amended by the present application. Applicants believe that the requested relief meets the necessary exemptive standards. Applicants’ Legal Analysis 1. In connection with applicants’ request for relief to permit the operations of Foreign Funds, applicants seek to amend the Prior Order to add relief from section 22(e) of the Act. Section 22(e) generally prohibits a registered investment company from 2 The Initial Funds are the PowerShares Active AlphaQ Portfolio, PowerShares Active Alpha MultiCap Portfolio, PowerShares Active Mega-Cap Portfolio and PowerShares Active Low Duration Portfolio. 3 The Additional Funds consist of the PowerShares Active International Equity Portfolio which will invest in equity securities of foreign issuers, and the PowerShares Active Sovereign Debt Portfolio which will invest in foreign government debt securities. E:\FR\FM\03OCN1.SGM 03OCN1 57696 Federal Register / Vol. 73, No. 193 / Friday, October 3, 2008 / Notices suspending the right of redemption or postponing the date of payment of redemption proceeds for more than seven days after the tender of a security for redemption. Applicants state that the settlement of redemptions for the Foreign Funds is contingent not only on the settlement cycle of the markets in the United States, but also on currently practicable delivery cycles in local markets for the foreign securities held by the Foreign Funds. Applicants state that local market delivery cycles for transferring certain foreign securities to investors redeeming Creation Units, together with local market holiday schedules, will under certain circumstances require a delivery process in excess of seven calendar days for the Foreign Funds. Applicants request relief under section 6(c) of the Act from section 22(e) in such circumstances to allow the Foreign Funds to pay redemption proceeds up to 14 calendar days after the tender of any Creation Unit for redemption. Except as disclosed in the Foreign Fund’s prospectus or statement of additional information (‘‘SAI’’), applicants expect that each Foreign Fund will be able to deliver redemption proceeds within seven days.4 With respect to Future Foreign Funds, applicants seek the same relief from section 22(e) only to the extent that circumstances similar to those described in the application exist. 2. Applicants state that section 22(e) was designed to prevent unreasonable, undisclosed and unforeseen delays in the payment of redemption proceeds. Applicants assert that the requested relief will not lead to the problems that section 22(e) was designed to prevent. Applicants state that the SAI for each Foreign Fund will disclose those local holidays (over the period of at least one year following the date of the SAI), if any, that are expected to prevent the delivery of redemption proceeds in seven calendar days, and the maximum number of days needed to deliver the proceeds for the relevant Foreign Fund. Applicants are not seeking relief from section 22(e) of the Act with respect to Foreign Funds that do not effect creations and redemptions of Creation Units in-kind. Applicants’ Conditions mstockstill on PROD1PC66 with NOTICES Applicants agree that any order granting the requested relief will be 4 Rule 15c6–1 under the Exchange Act requires that most securities transactions be settled within three business days of the trade. Applicants acknowledge that no relief obtained from the requirements of section 22(e) will affect any obligations applicants may have under rule 15c6–1. VerDate Aug<31>2005 23:33 Oct 02, 2008 Jkt 217001 subject to the same conditions as the Prior Order. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Florence E. Harmon, Acting Secretary. [FR Doc. E8–23346 Filed 10–2–08; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 28419; 812–13458] WisdomTree Asset Management, Inc. and WisdomTree Trust; Notice of Application September 29, 2008. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from sections 2(a)(32), 5(a)(1) and 22(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 section 17(a) of the Act, and under section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and (B) of the Act. AGENCY: WisdomTree Asset Management, Inc. (the ‘‘Advisor’’) and WisdomTree Trust (the ‘‘Trust’’). SUMMARY OF APPLICATION: Applicants request an order that permits: (a) Series of certain open-end management investment companies that utilize active management investment strategies to issue shares (‘‘Shares’’) redeemable in large aggregations only (‘‘Creation Units’’); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) 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 (d) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. FILING DATES: The application was filed on December 5, 2007 and amended on April 15, 2008 and September 26, 2008. HEARING OR NOTIFICATION OF HEARING: An order granting the requested relief 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 APPLICANTS: PO 00000 Frm 00109 Fmt 4703 Sfmt 4703 should be received by the Commission by 5:30 p.m. on October 24, 2008, 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, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090. Applicants, 380 Madison Avenue, 21st Floor, New York, New York 10017. FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel at (202) 551–6873, or Marilyn Mann, 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 Room, 100 F Street, NE., Washington, DC 20549–1520 (tel. 202–551–5850). Applicants’ Representations 1. The Trust is an open-end management investment company registered under the Act and organized as a Delaware statutory trust. The Trust will offer four new series: WisdomTree U.S. Equity Fund, WisdomTree International Equity Fund, WisdomTree Domestic Total Return Bond Fund, and WisdomTree International Total Return Bond (collectively, the ‘‘New Funds’’). The New Funds may invest in equity securities or fixed income securities traded in the U.S. or non-U.S. markets. Applicants request that the order apply to any future series of the Trust or of other open-end management companies that also may invest in equity securities or fixed-income securities traded in the U.S. or non-U.S. markets (‘‘Future Funds’’). Any Future Fund will be (a) advised by the Advisor or an entity controlling, controlled by, or under common control with the Advisor, and (b) comply with the terms and conditions of the order. The New Funds and Future Funds together are the ‘‘Funds.’’ Each Fund will operate as an actively-managed exchange-traded fund (‘‘ETF’’). 2. The Advisor, a Delaware corporation, is registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’) and serves as investment adviser to each Fund. The Advisor and the Trust may retain one or E:\FR\FM\03OCN1.SGM 03OCN1

Agencies

[Federal Register Volume 73, Number 193 (Friday, October 3, 2008)]
[Notices]
[Pages 57695-57696]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-23346]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28411; 812-13491]


Invesco PowerShares Capital Management LLC, et al.; Notice of 
Application

September 29, 2008.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application to amend a prior order under section 
6(c) of the Investment Company Act of 1940 (``Act'') for an exemption 
from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) 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.

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Summary of Application: Applicants request an order to amend a prior 
order (``Prior Order'') \1\ that permits (a) Open-end management 
investment companies whose portfolio securities include equity and/or 
fixed-income securities of U.S. issuers to issue shares (``Shares'') 
that can be redeemed only in large aggregations (``Creation Units''); 
(b) secondary market transactions in Shares to occur at negotiated 
prices; (c) 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 (d) certain 
registered management investment companies and unit investment trusts 
outside of the same group of investment companies as the series to 
acquire Shares. Applicants seek to amend the Prior Order in order to 
offer two new series (the ``Additional Funds'') and future series 
(``Future Foreign Funds,'' together with the Additional Funds, the 
``Foreign Funds'') investing in foreign equity and fixed-income 
securities.
---------------------------------------------------------------------------

    \1\ PowerShares Capital Management, et al., Investment Company 
Act Release Nos. 28140 (Feb. 1, 2008) (notice) and 28171 (Feb. 27, 
2008) (order).

Applicants: Invesco PowerShares Capital Management LLC, formerly known 
as PowerShares Capital Management LLC (the ``Adviser''), Invesco Aim 
Distributors, Inc., formerly known as AIM Distributors, Inc. (the 
``Distributor''), and PowerShares Actively Managed Exchange-Traded Fund 
---------------------------------------------------------------------------
Trust (the ``Trust'').

Filing Dates: The application was filed on February 12, 2008, and 
amended on July 22, 2008. 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 October 24, 2008, 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, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090; Applicants: Adviser and Trust, 
301 West Roosevelt Road, Wheaton, Illinois 60187, and Distributor, 11 
Greenway Plaza, Houston, Texas 77046-1173

FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202) 
551-6870, or Marilyn Mann, 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 
Public Reference Room, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington DC 20549-1520 (telephone (202) 551-5850).

Applicants' Representations

    1. The Trust is an open-end management investment company 
registered under the Act and organized as a Delaware business trust. 
The Trust currently offers four series under the Prior Order (the 
``Initial Funds,'' together with the Foreign Funds, the ``Funds'').\2\ 
The Adviser, which is registered as an investment adviser under the 
Investment Advisers Act of 1940 (``Advisers Act''), or an entity 
controlling, controlled by or under common control with the Adviser 
(included in the term ``Adviser''), will serve as investment adviser to 
each Fund. The Adviser may in the future retain one or more sub-
advisers (``Sub-Advisers'') to manage particular Funds' portfolios. Any 
Sub-Adviser will be registered under the Advisers Act. The Distributor, 
a broker-dealer registered under the Securities Exchange Act of 1934 
(``Exchange Act''), serves as the principal underwriter and distributor 
for the Funds.
---------------------------------------------------------------------------

    \2\ The Initial Funds are the PowerShares Active AlphaQ 
Portfolio, PowerShares Active Alpha Multi-Cap Portfolio, PowerShares 
Active Mega-Cap Portfolio and PowerShares Active Low Duration 
Portfolio.
---------------------------------------------------------------------------

    2. The Trust is currently permitted to offer actively-managed 
exchange-traded funds investing in U.S. equity and fixed-income 
securities in reliance on the Prior Order. Applicants seek to amend the 
Prior Order to permit the Trusts to offer Foreign Funds that will 
invest in foreign equity and fixed-income securities.\3\
---------------------------------------------------------------------------

    \3\ The Additional Funds consist of the PowerShares Active 
International Equity Portfolio which will invest in equity 
securities of foreign issuers, and the PowerShares Active Sovereign 
Debt Portfolio which will invest in foreign government debt 
securities.
---------------------------------------------------------------------------

    3. Applicants state that all discussions contained in the 
application for the Prior Order are equally applicable to the Foreign 
Funds, except as specifically noted by applicants (as summarized in 
this notice). Applicants assert that the Foreign Funds will operate in 
a manner identical to the Initial Funds and will comply with all of the 
terms, provisions and conditions of the Prior Order, as amended by the 
present application. Applicants believe that the requested relief meets 
the necessary exemptive standards.

Applicants' Legal Analysis

    1. In connection with applicants' request for relief to permit the 
operations of Foreign Funds, applicants seek to amend the Prior Order 
to add relief from section 22(e) of the Act. Section 22(e) generally 
prohibits a registered investment company from

[[Page 57696]]

suspending the right of redemption or postponing the date of payment of 
redemption proceeds for more than seven days after the tender of a 
security for redemption. Applicants state that the settlement of 
redemptions for the Foreign Funds is contingent not only on the 
settlement cycle of the markets in the United States, but also on 
currently practicable delivery cycles in local markets for the foreign 
securities held by the Foreign Funds. Applicants state that local 
market delivery cycles for transferring certain foreign securities to 
investors redeeming Creation Units, together with local market holiday 
schedules, will under certain circumstances require a delivery process 
in excess of seven calendar days for the Foreign Funds. Applicants 
request relief under section 6(c) of the Act from section 22(e) in such 
circumstances to allow the Foreign Funds to pay redemption proceeds up 
to 14 calendar days after the tender of any Creation Unit for 
redemption. Except as disclosed in the Foreign Fund's prospectus or 
statement of additional information (``SAI''), applicants expect that 
each Foreign Fund will be able to deliver redemption proceeds within 
seven days.\4\ With respect to Future Foreign Funds, applicants seek 
the same relief from section 22(e) only to the extent that 
circumstances similar to those described in the application exist.
---------------------------------------------------------------------------

    \4\ Rule 15c6-1 under the Exchange Act requires that most 
securities transactions be settled within three business days of the 
trade. Applicants acknowledge that no relief obtained from the 
requirements of section 22(e) will affect any obligations applicants 
may have under rule 15c6-1.
---------------------------------------------------------------------------

    2. Applicants state that section 22(e) was designed to prevent 
unreasonable, undisclosed and unforeseen delays in the payment of 
redemption proceeds. Applicants assert that the requested relief will 
not lead to the problems that section 22(e) was designed to prevent. 
Applicants state that the SAI for each Foreign Fund will disclose those 
local holidays (over the period of at least one year following the date 
of the SAI), if any, that are expected to prevent the delivery of 
redemption proceeds in seven calendar days, and the maximum number of 
days needed to deliver the proceeds for the relevant Foreign Fund. 
Applicants are not seeking relief from section 22(e) of the Act with 
respect to Foreign Funds that do not effect creations and redemptions 
of Creation Units in-kind.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the same conditions as the Prior Order.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-23346 Filed 10-2-08; 8:45 am]
BILLING CODE 8011-01-P