WisdomTree Investments, Inc., et al.; Notice of Application, 55255-55257 [E7-19148]

Download as PDF Federal Register / Vol. 72, No. 188 / Friday, September 28, 2007 / Notices located at One White Flint North, Public File Area O1 F21, 11555 Rockville Pike (first floor), Rockville, Maryland. Publicly available records will be accessible electronically from the ADAMS Public Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/reading-rm/ adams.html. Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS should contact the NRC PDR Reference staff by telephone at 1–800–397–4209 or 301–415–4737, or send an e-mail to pdr@nrc.gov. Dated at Rockville, Maryland, this 24th day of September 2007. For the Nuclear Regulatory Commission. John P. Boska, Senior Project Manager, Plant Licensing Branch I–1, Division of Operating Reactor Licensing, Office of Nuclear Reactor Regulation. [FR Doc. E7–19245 Filed 9–27–07; 8:45 am] BILLING CODE 7590–01–P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549–0213 jlentini on PROD1PC65 with NOTICES Extension: Form F–4; OMB Control No. 3235–0325; SEC File No. 270–288. 17:12 Sep 27, 2007 Jkt 211001 Dated: September 24, 2007. Nancy M. Morris, Secretary. [FR Doc. E7–19185 Filed 9–27–07; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Form F–4 (17 CFR 239.34) is used by foreign issuers to register securities in business combinations, reorganizations and exchange offers pursuant to the Securities Act of 1933 (15 U.S.C. 77a et seq.). The information collected is intended to ensure that the information required to be filed by the Commission permits verification of compliance with securities law requirements and assures the public availability of such information. Form F–4 takes approximately 1,447 hours per response and is filed by approximately 68 respondents. We estimate that 25% of the 1,447 hours per response (361.75 hours) is prepared by the registrant for VerDate Aug<31>2005 a total annual reporting burden of 24,599 hours (361.75 hours per response x 68 responses). The remaining 75% of the burden hours is attributed to outside cost. Written comments are invited on: (a) Whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312; or send an e-mail to: PRA_Mailbox@sec.gov. [Release No. IC–27976; 812–13417] WisdomTree Investments, Inc., et al.; Notice of Application September 21, 2007. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of 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), 22(e), and 24(d) of the Act and rule 22c–1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. AGENCY: Applicants request an order (‘‘Order’’) to amend a prior order that permits: (a) An openend management investment company, whose series track the performance of certain domestic and international equity securities indexes developed by SUMMARY OF APPLICATION: PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 55255 the parent company of the series’ investment adviser, to issue shares (‘‘Shares’’) redeemable only in large aggregations; (b) secondary market transactions in Shares to occur at negotiated prices; (c) dealers to sell Shares to purchasers in the secondary market unaccompanied by a prospectus when prospectus delivery is not required by the Securities Act of 1933 (‘‘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 aggregations of the series’ Shares; (e) under certain circumstances, the series that track certain foreign equity securities indexes to pay redemption proceeds more than seven days after the tender of Shares; and (f) certain management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares (the ‘‘Prior Order’’).1 Applicants seek to amend the Prior Order in order to offer additional series based on certain fixed income securities indexes (the ‘‘New Funds’’). In addition, the Order would delete a condition related to future relief in the Prior Order. APPLICANTS: WisdomTree Investments, Inc. (‘‘WTI’’), WisdomTree Asset Management, Inc. (the ‘‘Advisor’’), and WisdomTree Trust (the ‘‘Trust’’). FILING DATES: The application was filed on August 13, 2007 and amended on September 19, 2007. 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 should be received by the Commission by 5:30 p.m. on October 16, 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, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090. Applicants: 48 Wall Street, Suite 1100, New York, NY 10005. 1 WisdomTree Investments, Inc., et al., Investment Company Act Release Nos. 27324 (May 18, 2006) (notice) and 27391 (June 12, 2006) (order). E:\FR\FM\28SEN1.SGM 28SEN1 55256 Federal Register / Vol. 72, No. 188 / Friday, September 28, 2007 / Notices FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, at (202) 551–6812, or Mary Kay Frech, Branch Chief, at (202) 551–6821 (Division of Investment Management, Office of Investment Company Regulation). 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 (tel. 202–551–5850). SUPPLEMENTARY INFORMATION: jlentini on PROD1PC65 with NOTICES Applicants’ Representations 1. The Trust, a Delaware statutory trust registered under the Act as an open-end management investment company, is organized as a series fund with multiple series (the ‘‘Equity Funds’’). WTI, a Delaware corporation with its principal offices in New York City, is the sole shareholder of the Advisor. WTI has developed and maintains the proprietary indexes that serve or will serve as the basis for the Equity Funds and the New Funds. The Advisor is a Delaware corporation that is registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’). The Advisor serves as investment adviser to the Equity Funds, and the Advisor, or an entity controlled by or under common control with the Advisor, will serve as investment adviser to the New Funds and any future series of the Trust (‘‘Future Funds’’). The Advisor and the Trust intend to hire one or more subadvisers (‘‘Subadvisers’’) for the New Funds, each of which will be registered as an investment adviser under the Advisers Act and will not otherwise be an affiliated person, or an affiliated person of an affiliated person, of the Trust, the Advisor, or WTI. ALPS Distributors, Inc. (‘‘Distributor’’), a broker-dealer registered under the Securities Exchange Act of 1934 (‘‘Exchange Act’’), acts as distributor and principal underwriter of the Equity Funds and may perform such services for the New Funds and any Future Funds. 2. The Trust is currently permitted to offer the Equity Funds, which track equity securities indexes developed by WTI, in reliance on the Prior Order. Applicants seek to amend the Prior Order to permit the Trust to offer the New Funds, as well as Future Funds (together with the Equity Funds and the New Funds, the ‘‘Funds’’) that are advised by the Advisor or an entity controlled by or under common control with the Advisor and that comply with the terms and conditions of the Prior VerDate Aug<31>2005 17:12 Sep 27, 2007 Jkt 211001 Order, as modified by the requested relief. 3. The investment objective of each New Fund will be to provide investment results that correspond generally to the price and yield performance of its underlying index (‘‘Underlying Index’’) by investing in a portfolio of securities generally consisting of the component securities (‘‘Component Securities’’) of the Underlying Index.2 The Underlying Index for each New Fund tracks fixed income securities and will be rebalanced monthly.3 The Underlying Indexes for the New Funds, as well as the Underlying Indexes for the Equity Funds, have been created by WTI, an affiliated person, as defined in section 2(a)(3) of the Act, of the Advisor and the Trust. Future Funds may be based on Underlying Indexes created, compiled, sponsored, or maintained by WTI or another index provider that is controlled by or under common control with WTI (a ‘‘WTI Index Provider’’) or on Underlying Indexes created, compiled, sponsored, or maintained by an entity that is not an affiliated person, or an affiliated person of an affiliated person, of the Fund, the Advisor, the Distributor, promoter, or any Subadviser to a Fund (a ‘‘Non-Affiliated Index Provider’’). Because Funds based on Underlying Indexes created by a WTI Index Provider could introduce potential conflicts of interest, the Prior Order contains certain representations and undertakings relating to the transparency of the methodology for those Underlying Indexes, and the establishment of certain policies and procedures to limit communication between index personnel and employees of the Advisor and any Subadviser. Applicants believe that these conflicts of interest do not exist where the index creator is a NonAffiliated Index Provider. Applicants therefore seek to amend the Prior Order to provide that the relevant representations and undertakings in the application for the Prior Order should not apply to a Fund based on an Underlying Index created by a NonAffiliated Index Provider. 4. The applicants state that the Component Securities of the 2 The Underlying Indexes for the New Funds are the WisdomTree International Government ex Japan Bond Index and the WisdomTree Government Strategies Index. 3 The application for the Prior Order specified that Underlying Indexes created, compiled, sponsored, or maintained by a WTI Index Provider (as defined below) would be reconstituted no more frequently than quarterly. Applicants seek to amend the Prior Order to allow such Underlying Indexes to be reconstituted as frequently as monthly, which applicants indicate is a common methodology for fixed income indexes. PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 WisdomTree International Government ex Japan Bond Index include liquid investment grade government bonds denominated in developed market currencies other than the U.S. dollar and the Japanese yen, with a primary focus on fixed-rate coupon bonds in developed markets maturing between 3 and 10 years, and exclude securities with embedded options, floating-rate coupons, and zero coupons. The Component Securities of the WisdomTree Government Strategies Index include U.S. Treasury securities, obligations of U.S. government agencies and quasi-government corporations, and U.S. mortgage-backed securities.4 Each New Fund may fully replicate its Underlying Index, but each New Fund currently intends to use a ‘‘representative sampling’’ strategy. Under a representative sampling strategy, a New Fund will hold a basket of the Component Securities of its Underlying Index, but may not hold all of the Component Securities of its Underlying Index. Each New Fund generally will invest at least 80% of its total assets in the Component Securities of the relevant Underlying Index. However, a New Fund may also at times invest up to 20 percent of its total assets in certain futures, options and swap contracts, and cash and cash equivalents, including money market funds, as well as securities not included in its Underlying Index, but which the Advisor believes will help the New Fund to track its Underlying Index. At all times, a New Fund and any Future Fund will hold in the aggregate at least 80% of its total assets in Component Securities and investments that have economic characteristics that are substantially identical to the economic characteristics of the Component Securities of its Underlying Index.5 Applicants expect that each New Fund will have a tracking error relative to the performance of its respective 4 The Trust intends to substitute a cash-in-lieu amount to replace any Deposit Security or Fund Security (each as defined below) that is a ‘‘to-beannounced transaction’’ or ‘‘TBA Transaction.’’ A TBA Transaction is a method of trading mortgagebacked securities where the buyer and seller agree upon general trade parameters such as agency, settlement date, par amount, and price. The actual pools delivered are determined two days prior to settlement date. The amount of substituted cash in the case of TBA Transactions will be equivalent to the value of the TBA Transaction listed as a Deposit Security or Fund Security. 5 Applicants anticipate that investments that have economic characteristics substantially identical to those of the Component Securities of an Underlying Index will encompass securities such as depository receipts based on Component Securities and TBA Transactions. E:\FR\FM\28SEN1.SGM 28SEN1 Federal Register / Vol. 72, No. 188 / Friday, September 28, 2007 / Notices Underlying Index of no more than 5 percent. 5. Applicants state that the New Funds will comply with the federal securities laws in accepting a deposit of a portfolio of securities designated by the Advisor to correspond generally to the price and yield performance of the New Fund’s Underlying Index (‘‘Deposit Securities’’) and satisfying redemptions with portfolio securities of the New Funds (‘‘Fund Securities’’), including that the Deposit Securities and Fund Securities are sold in transactions that would be exempt from registration under the Securities Act.6 6. Applicants state that the New Funds will operate in a manner identical to the operation of the Equity Funds under the Prior Order, except as specifically noted by applicants (and summarized in this notice), 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 continues to meet the necessary exemptive standards. jlentini on PROD1PC65 with NOTICES Future Relief 7. Applicants also seek to amend the Prior Order to modify the terms under which the Trust may offer Future Funds. The Prior Order is currently subject to a condition that does not permit applicants to register the shares of any Future Fund by means of filing a post-effective amendment to the Trust’s registration statement or by any other means, unless applicants have requested and received with respect to such Future Fund, either exemptive relief from the Commission or a noaction letter from the Division of Investment Management of the Commission, or if the Future Fund could be listed on a national securities exchange (‘‘Exchange’’) without the need for a filing pursuant to rule 19b– 4 under the Exchange Act. 8. The order would amend the Prior Order to delete this condition. Any Future Fund will (a) be advised by the Advisor or an entity controlled by or under common control with the Advisor; (b) track Underlying Indexes that are created, compiled, sponsored or 6 In accepting Deposit Securities and satisfying redemptions with Fund Securities that are restricted securities eligible for resale pursuant to rule 144A under the Securities Act, the New Funds will comply with the conditions of rule 144A, including in satisfying redemptions with such rule 144A eligible restricted Fund Securities. The prospectus for each New Fund will also state that an authorized participant that is not a ‘‘Qualified Institutional Buyer,’’ as defined in rule 144A under the Securities Act, will not be able to receive, as part of a redemption, restricted securities eligible for resale under rule 144A. VerDate Aug<31>2005 17:12 Sep 27, 2007 Jkt 211001 maintained by a WTI Index Provider or a Non-Affiliated Index Provider; and (c) comply with the respective terms and conditions of the Prior Order, as amended by the present application. 9. Applicants believe that the modification of the future relief available under the Prior Order would be consistent with sections 6(c) and 17(b) of the Act and that granting the requested relief will facilitate the timely creation of Future Funds and the commencement of secondary market trading of such Future Funds by removing the need to seek additional exemptive relief. Applicants submit that the terms and conditions of the Prior Order have been appropriate for the existing series of the Trust and would remain appropriate for Future Funds. Applicants also submit that tying exemptive relief under the Act to the ability of a Future Fund to be listed on an Exchange without the need for a rule 19b–4 filing under the Exchange Act is not necessary to meet the standards under sections 6(c) and 17(b) of the Act. Applicants’ Conditions Applicants agree that any Order granting the requested relief will be subject to the same conditions as those imposed by the Prior Order, except for condition 1 to the Prior Order, which will be deleted. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Florence E. Harmon, Deputy Secretary. [FR Doc. E7–19148 Filed 9–27–07; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 27975; 812–13382] ProShares Trust, et al.; Notice of Application September 21, 2007. 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’’) granting an exemption from sections 2(a)(32), 5(a)(1), 22(d) 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. AGENCY: Applicants: ProShares Trust (‘‘Trust’’), ProShare Advisors LLC (‘‘Adviser’’), and SEI Investments Distribution Company (‘‘Distributor’’). PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 55257 Summary of Application: Applicants request an order to amend a prior order that permits: (a) Series of an open-end management investment company (‘‘Initial Funds’’) to issue shares of limited redeemability; (b) secondary market transactions in the shares to occur at negotiated prices; (c) dealers to sell the shares to purchasers in the secondary market unaccompanied by a prospectus, when prospectus delivery is not required by the Securities Act of 1933; and (d) certain affiliated persons of the Initial Funds to deposit securities into, and receive securities from, the Initial Funds in connection with the purchase and redemption of aggregations of the shares (‘‘Prior Order’’).1 Applicants seek to amend the Prior Order to permit certain new series (‘‘Additional Funds’’ and, together with the Initial Funds, the ‘‘Funds’’) to be offered using domestic equity securities indices different than those permitted under the Prior Order and certain international equity securities indices and debt securities indices (collectively, ‘‘New Underlying Indices’’). Filing Dates: The application was filed on May 11, 2007, and amended on May 30, 2007, September 7, 2007 and September 20, 2007. 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 should be received by the Commission by 5:30 p.m. on October 16, 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. Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. Applicants: ProShares Trust and ProShare Advisors LLC, 7501 Wisconsin Avenue, Suite 1000, Bethesda, MD 20814; SEI Investments Distribution Company, One Freedom Valley Drive, Oaks, PA 19456. ADDRESSES: 1 ProShares Trust, et al., Investment Company Act Release Nos. 27323 (May 18, 2006) (notice) and 27394 (June 13, 2006) (order), as subsequently amended by ProShares Trust, et al., Investment Company Act Release Nos. 27609 (Dec. 22, 2006) (notice) and 27666 (Jan. 18, 2007) (order). E:\FR\FM\28SEN1.SGM 28SEN1

Agencies

[Federal Register Volume 72, Number 188 (Friday, September 28, 2007)]
[Notices]
[Pages 55255-55257]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-19148]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27976; 812-13417]


WisdomTree Investments, Inc., et al.; Notice of Application

September 21, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of 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), 22(e), and 24(d) of the Act and rule 
22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an 
exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under 
section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 
12(d)(1)(B) of the Act.

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Summary of Application: Applicants request an order (``Order'') to 
amend a prior order that permits: (a) An open-end management investment 
company, whose series track the performance of certain domestic and 
international equity securities indexes developed by the parent company 
of the series' investment adviser, to issue shares (``Shares'') 
redeemable only in large aggregations; (b) secondary market 
transactions in Shares to occur at negotiated prices; (c) dealers to 
sell Shares to purchasers in the secondary market unaccompanied by a 
prospectus when prospectus delivery is not required by the Securities 
Act of 1933 (``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 aggregations 
of the series' Shares; (e) under certain circumstances, the series that 
track certain foreign equity securities indexes to pay redemption 
proceeds more than seven days after the tender of Shares; and (f) 
certain management investment companies and unit investment trusts 
outside of the same group of investment companies as the series to 
acquire Shares (the ``Prior Order'').\1\ Applicants seek to amend the 
Prior Order in order to offer additional series based on certain fixed 
income securities indexes (the ``New Funds''). In addition, the Order 
would delete a condition related to future relief in the Prior Order.
---------------------------------------------------------------------------

    \1\ WisdomTree Investments, Inc., et al., Investment Company Act 
Release Nos. 27324 (May 18, 2006) (notice) and 27391 (June 12, 2006) 
(order).

Applicants: WisdomTree Investments, Inc. (``WTI''), WisdomTree Asset 
Management, Inc. (the ``Advisor''), and WisdomTree Trust (the 
---------------------------------------------------------------------------
``Trust'').

Filing Dates: The application was filed on August 13, 2007 and amended 
on September 19, 2007.

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 should be received by the Commission by 
5:30 p.m. on October 16, 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, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090. Applicants: 48 Wall Street, 
Suite 1100, New York, NY 10005.

[[Page 55256]]


FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, 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 (tel. 202-551-5850).

Applicants' Representations

    1. The Trust, a Delaware statutory trust registered under the Act 
as an open-end management investment company, is organized as a series 
fund with multiple series (the ``Equity Funds''). WTI, a Delaware 
corporation with its principal offices in New York City, is the sole 
shareholder of the Advisor. WTI has developed and maintains the 
proprietary indexes that serve or will serve as the basis for the 
Equity Funds and the New Funds. The Advisor is a Delaware corporation 
that is registered as an investment adviser under the Investment 
Advisers Act of 1940 (``Advisers Act''). The Advisor serves as 
investment adviser to the Equity Funds, and the Advisor, or an entity 
controlled by or under common control with the Advisor, will serve as 
investment adviser to the New Funds and any future series of the Trust 
(``Future Funds''). The Advisor and the Trust intend to hire one or 
more subadvisers (``Subadvisers'') for the New Funds, each of which 
will be registered as an investment adviser under the Advisers Act and 
will not otherwise be an affiliated person, or an affiliated person of 
an affiliated person, of the Trust, the Advisor, or WTI. ALPS 
Distributors, Inc. (``Distributor''), a broker-dealer registered under 
the Securities Exchange Act of 1934 (``Exchange Act''), acts as 
distributor and principal underwriter of the Equity Funds and may 
perform such services for the New Funds and any Future Funds.
    2. The Trust is currently permitted to offer the Equity Funds, 
which track equity securities indexes developed by WTI, in reliance on 
the Prior Order. Applicants seek to amend the Prior Order to permit the 
Trust to offer the New Funds, as well as Future Funds (together with 
the Equity Funds and the New Funds, the ``Funds'') that are advised by 
the Advisor or an entity controlled by or under common control with the 
Advisor and that comply with the terms and conditions of the Prior 
Order, as modified by the requested relief.
    3. The investment objective of each New Fund will be to provide 
investment results that correspond generally to the price and yield 
performance of its underlying index (``Underlying Index'') by investing 
in a portfolio of securities generally consisting of the component 
securities (``Component Securities'') of the Underlying Index.\2\ The 
Underlying Index for each New Fund tracks fixed income securities and 
will be rebalanced monthly.\3\ The Underlying Indexes for the New 
Funds, as well as the Underlying Indexes for the Equity Funds, have 
been created by WTI, an affiliated person, as defined in section 
2(a)(3) of the Act, of the Advisor and the Trust. Future Funds may be 
based on Underlying Indexes created, compiled, sponsored, or maintained 
by WTI or another index provider that is controlled by or under common 
control with WTI (a ``WTI Index Provider'') or on Underlying Indexes 
created, compiled, sponsored, or maintained by an entity that is not an 
affiliated person, or an affiliated person of an affiliated person, of 
the Fund, the Advisor, the Distributor, promoter, or any Subadviser to 
a Fund (a ``Non-Affiliated Index Provider''). Because Funds based on 
Underlying Indexes created by a WTI Index Provider could introduce 
potential conflicts of interest, the Prior Order contains certain 
representations and undertakings relating to the transparency of the 
methodology for those Underlying Indexes, and the establishment of 
certain policies and procedures to limit communication between index 
personnel and employees of the Advisor and any Subadviser. Applicants 
believe that these conflicts of interest do not exist where the index 
creator is a Non-Affiliated Index Provider. Applicants therefore seek 
to amend the Prior Order to provide that the relevant representations 
and undertakings in the application for the Prior Order should not 
apply to a Fund based on an Underlying Index created by a Non-
Affiliated Index Provider.
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    \2\ The Underlying Indexes for the New Funds are the WisdomTree 
International Government ex Japan Bond Index and the WisdomTree 
Government Strategies Index.
    \3\ The application for the Prior Order specified that 
Underlying Indexes created, compiled, sponsored, or maintained by a 
WTI Index Provider (as defined below) would be reconstituted no more 
frequently than quarterly. Applicants seek to amend the Prior Order 
to allow such Underlying Indexes to be reconstituted as frequently 
as monthly, which applicants indicate is a common methodology for 
fixed income indexes.
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    4. The applicants state that the Component Securities of the 
WisdomTree International Government ex Japan Bond Index include liquid 
investment grade government bonds denominated in developed market 
currencies other than the U.S. dollar and the Japanese yen, with a 
primary focus on fixed-rate coupon bonds in developed markets maturing 
between 3 and 10 years, and exclude securities with embedded options, 
floating-rate coupons, and zero coupons. The Component Securities of 
the WisdomTree Government Strategies Index include U.S. Treasury 
securities, obligations of U.S. government agencies and quasi-
government corporations, and U.S. mortgage-backed securities.\4\ Each 
New Fund may fully replicate its Underlying Index, but each New Fund 
currently intends to use a ``representative sampling'' strategy. Under 
a representative sampling strategy, a New Fund will hold a basket of 
the Component Securities of its Underlying Index, but may not hold all 
of the Component Securities of its Underlying Index. Each New Fund 
generally will invest at least 80% of its total assets in the Component 
Securities of the relevant Underlying Index. However, a New Fund may 
also at times invest up to 20 percent of its total assets in certain 
futures, options and swap contracts, and cash and cash equivalents, 
including money market funds, as well as securities not included in its 
Underlying Index, but which the Advisor believes will help the New Fund 
to track its Underlying Index. At all times, a New Fund and any Future 
Fund will hold in the aggregate at least 80% of its total assets in 
Component Securities and investments that have economic characteristics 
that are substantially identical to the economic characteristics of the 
Component Securities of its Underlying Index.\5\ Applicants expect that 
each New Fund will have a tracking error relative to the performance of 
its respective

[[Page 55257]]

Underlying Index of no more than 5 percent.
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    \4\ The Trust intends to substitute a cash-in-lieu amount to 
replace any Deposit Security or Fund Security (each as defined 
below) that is a ``to-be-announced transaction'' or ``TBA 
Transaction.'' A TBA Transaction is a method of trading mortgage-
backed securities where the buyer and seller agree upon general 
trade parameters such as agency, settlement date, par amount, and 
price. The actual pools delivered are determined two days prior to 
settlement date. The amount of substituted cash in the case of TBA 
Transactions will be equivalent to the value of the TBA Transaction 
listed as a Deposit Security or Fund Security.
    \5\ Applicants anticipate that investments that have economic 
characteristics substantially identical to those of the Component 
Securities of an Underlying Index will encompass securities such as 
depository receipts based on Component Securities and TBA 
Transactions.
---------------------------------------------------------------------------

    5. Applicants state that the New Funds will comply with the federal 
securities laws in accepting a deposit of a portfolio of securities 
designated by the Advisor to correspond generally to the price and 
yield performance of the New Fund's Underlying Index (``Deposit 
Securities'') and satisfying redemptions with portfolio securities of 
the New Funds (``Fund Securities''), including that the Deposit 
Securities and Fund Securities are sold in transactions that would be 
exempt from registration under the Securities Act.\6\
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    \6\ In accepting Deposit Securities and satisfying redemptions 
with Fund Securities that are restricted securities eligible for 
resale pursuant to rule 144A under the Securities Act, the New Funds 
will comply with the conditions of rule 144A, including in 
satisfying redemptions with such rule 144A eligible restricted Fund 
Securities. The prospectus for each New Fund will also state that an 
authorized participant that is not a ``Qualified Institutional 
Buyer,'' as defined in rule 144A under the Securities Act, will not 
be able to receive, as part of a redemption, restricted securities 
eligible for resale under rule 144A.
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    6. Applicants state that the New Funds will operate in a manner 
identical to the operation of the Equity Funds under the Prior Order, 
except as specifically noted by applicants (and summarized in this 
notice), 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 continues to meet the 
necessary exemptive standards.

Future Relief

    7. Applicants also seek to amend the Prior Order to modify the 
terms under which the Trust may offer Future Funds. The Prior Order is 
currently subject to a condition that does not permit applicants to 
register the shares of any Future Fund by means of filing a post-
effective amendment to the Trust's registration statement or by any 
other means, unless applicants have requested and received with respect 
to such Future Fund, either exemptive relief from the Commission or a 
no-action letter from the Division of Investment Management of the 
Commission, or if the Future Fund could be listed on a national 
securities exchange (``Exchange'') without the need for a filing 
pursuant to rule 19b-4 under the Exchange Act.
    8. The order would amend the Prior Order to delete this condition. 
Any Future Fund will (a) be advised by the Advisor or an entity 
controlled by or under common control with the Advisor; (b) track 
Underlying Indexes that are created, compiled, sponsored or maintained 
by a WTI Index Provider or a Non-Affiliated Index Provider; and (c) 
comply with the respective terms and conditions of the Prior Order, as 
amended by the present application.
    9. Applicants believe that the modification of the future relief 
available under the Prior Order would be consistent with sections 6(c) 
and 17(b) of the Act and that granting the requested relief will 
facilitate the timely creation of Future Funds and the commencement of 
secondary market trading of such Future Funds by removing the need to 
seek additional exemptive relief. Applicants submit that the terms and 
conditions of the Prior Order have been appropriate for the existing 
series of the Trust and would remain appropriate for Future Funds. 
Applicants also submit that tying exemptive relief under the Act to the 
ability of a Future Fund to be listed on an Exchange without the need 
for a rule 19b-4 filing under the Exchange Act is not necessary to meet 
the standards under sections 6(c) and 17(b) of the Act.

Applicants' Conditions

    Applicants agree that any Order granting the requested relief will 
be subject to the same conditions as those imposed by the Prior Order, 
except for condition 1 to the Prior Order, which will be deleted.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-19148 Filed 9-27-07; 8:45 am]
BILLING CODE 8010-01-P