Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting Approval of Proposed Rule Change to List and Trade the Shares of the WisdomTree Dreyfus Euro Debt Fund Under NYSE Arca Equities Rule 8.600, 44966-44969 [2011-18924]

Download as PDF 44966 Federal Register / Vol. 76, No. 144 / Wednesday, July 27, 2011 / Notices SECURITIES AND EXCHANGE COMMISSION [Release No. 34–64935; File No. SR– NYSEArca–2011–31] Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting Approval of Proposed Rule Change to List and Trade the Shares of the WisdomTree Dreyfus Euro Debt Fund Under NYSE Arca Equities Rule 8.600 July 20, 2011. I. Introduction On May 24, 2011, NYSE Arca, Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade the shares (‘‘Shares’’) of the WisdomTree Dreyfus Euro Debt Fund (‘‘Fund’’) under NYSE Arca Equities Rule 8.600. The proposed rule change was published in the Federal Register on June 10, 2011.3 The Commission received no comments on the proposal. This order grants approval of the proposed rule change. II. Description of the Proposal The Exchange proposes to list and trade the Shares of the Fund pursuant to NYSE Arca Equities Rule 8.600, which governs the listing and trading of Managed Fund Shares on the Exchange. The Shares will be offered by the WisdomTree Trust (‘‘Trust’’), which was established as a Delaware statutory trust and is registered with the Commission as an investment company.4 The Fund is currently known as the ‘‘WisdomTree Dreyfus Euro Fund’’ and is an actively managed exchange-traded fund.5 On April 14, 2011, the WisdomTree Dreyfus Euro Fund filed a supplement to its Registration Statement (‘‘Supplement’’) pursuant to Rule 497 under the Securities Act of 1933.6 As stated in the Supplement, the WisdomTree Dreyfus 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 64608 (June 6, 2011), 76 FR 34112 (‘‘Notice’’). 4 The Fund has filed a registration statement on Form N–1A (‘‘Registration Statement’’) with the Commission. 5 The Commission approved the listing and trading on the Exchange of the WisdomTree Dreyfus Euro Fund pursuant to Section 19(b)(2) of the Exchange Act on May 8, 2008 (‘‘May 2008 Order’’). See Securities Exchange Act Release No. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR– NYSEArca–2008–31) (order approving Exchange listing and trading of twelve actively managed exchange-traded funds of the WisdomTree Trust). 6 See Form 497, Supplement to Registration Statement on Form N–1A for the Trust, dated April 14, 2011 (File Nos. 333–132380 and 811–21864). sroberts on DSK5SPTVN1PROD with NOTICES 2 17 VerDate Mar<15>2010 17:08 Jul 26, 2011 Jkt 223001 Euro Fund seeks to change its investment objective and strategy and will be renamed the ‘‘WisdomTree Dreyfus Euro Debt Fund.’’ The WisdomTree Dreyfus Euro Fund’s new name, investment objective, and investment strategies, which are not reflected in the May 2008 Order, are described below.7 Shareholders of the WisdomTree Dreyfus Euro Fund who wish to remain in the Fund do not need to take any action; shareholders who do not wish to remain invested in the Fund may sell their Shares at any time.8 WisdomTree Asset Management, Inc. is the investment adviser (‘‘Adviser’’) to the Fund. The Dreyfus Corporation serves as sub-adviser for the Fund (‘‘Sub-Adviser’’).9 The Bank of New York Mellon is the administrator, custodian, and transfer agent for the Trust. ALPS Distributors, Inc. serves as the distributor for the Trust.10 The Exchange states that, while the Adviser is not affiliated with any broker-dealer, the Sub-Adviser is affiliated with multiple broker-dealers. As a result, the Sub-Adviser has implemented a ‘‘fire wall’’ with respect to such brokerdealers regarding access to information concerning the composition and/or changes to the Fund’s portfolio.11 7 The Fund’s new name and changes to the investment objective and investment strategies will take effect following approval of this proposed rule change, and the filing by the Fund of an amendment to the Fund’s Form N1–A. E-mail from Michael Cavalier, Chief Counsel, NYSE Euronext, to Edward Y. Cho, Special Counsel, Division of Trading and Markets, Commission, dated July 18, 2011 (‘‘July 18 E-mail’’). 8 The Adviser represents that the Supplement has been sent to existing Shareholders of the Fund to notify them of the planned changes. The Supplement and additional information have been posted on the Fund’s Web site at http:// www.wisdomtree.com. 9 The Sub-Adviser is responsible for day-to-day management of the Fund and, as such, typically makes all decisions with respect to portfolio holdings. The Adviser has ongoing oversight responsibility. 10 The Commission has issued an order granting certain exemptive relief to the Trust under the Investment Company Act of 1940 (‘‘1940 Act’’). See Investment Company Act Release No. 28171 (October 27, 2008) (File No. 812–13458). In compliance with Commentary .05 to NYSE Arca Equities Rule 8.600, which applies to Managed Fund Shares based on an international or global portfolio, the Trust’s application for exemptive relief under the 1940 Act states that the Fund will comply with the federal securities laws in accepting securities for deposits and satisfying redemptions with redemption securities, including that the securities accepted for deposits and the securities used to satisfy redemption requests are sold in transactions that would be exempt from registration under the Securities Act of 1933. 11 See Commentary .06 to NYSE Arca Equities Rule 8.600. The Exchange represents that, in the event (a) the Adviser or the Sub-Adviser becomes newly affiliated with a broker-dealer, or (b) any new adviser or sub-adviser becomes affiliated with a broker-dealer, it will implement a fire wall with respect to such broker-dealer regarding access to PO 00000 Frm 00079 Fmt 4703 Sfmt 4703 Euro-Denominated Debt The Fund’s new investment objective will be to seek a high level of total returns consisting of both income and capital appreciation. Under normal circumstances, the Fund will invest at least 80% of its net assets in Fixed Income Securities denominated in Euros and may invest up to 20% of its assets in Fixed Income Securities denominated in U.S. dollars.12 For purposes of this proposed rule change, Fixed Income Securities include bonds, notes or other debt obligations, such as government or corporate bonds, denominated in Euros, including issues denominated in Euros that are issued by ‘‘supranational issuers,’’ such as the European Investment Bank, International Bank for Reconstruction and Development, and the International Finance Corporation, or other regional development banks, as well as development agencies supported by other national governments. The Fund may also invest in Money Market Securities and derivative and other instruments, as described below. The Fund intends to focus its investments on ‘‘Sovereign Debt,’’ which, with respect to this Fund, means Fixed Income Securities issued by governments, government agencies, and government-sponsored enterprises of countries in the European Union (‘‘EU’’) that are denominated in Euros, including inflation-linked bonds designed to provide protection against increases in general inflation rates. The Fund may invest up to 20% of its net assets in corporate debt of companies organized in EU countries or that have significant economic ties to EU countries. The Fund will invest only in corporate bonds that the Adviser or SubAdviser deems to be sufficiently liquid. Generally, a corporate bond must have $200 million or more par amount outstanding and significant par value traded to be considered as an eligible investment. Economic and other conditions may lead to a decrease in the average par amount outstanding of bond issuances. Therefore, although the Fund does not intend to do so, the Fund may invest up to 5% of its net assets in information concerning the composition and/or changes to the portfolio, and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such portfolio. 12 The term ‘‘under normal market circumstances’’ includes, but is not limited to, the absence of extreme volatility or trading halts in the fixed income markets or the financial markets generally; operational issues causing dissemination of inaccurate market information; or force majeure type events such as systems failure, natural or manmade disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance. E:\FR\FM\27JYN1.SGM 27JYN1 sroberts on DSK5SPTVN1PROD with NOTICES Federal Register / Vol. 76, No. 144 / Wednesday, July 27, 2011 / Notices corporate bonds with less than $200 million par amount outstanding if (i) The Adviser or Sub-Adviser deems such security to be sufficiently liquid based on its analysis of the market for such security (based on, for example, brokerdealer quotations or its analysis of the trading history of the security or the trading history of other securities issued by the issuer), (ii) such investment is consistent with the Fund’s goal of providing exposure to a broad range of Fixed Income Securities denominated in Euros, and (iii) such investment is deemed by the Adviser or Sub-Adviser to be in the best interest of the Fund. The Fund intends to provide broad exposure to countries in the EU and, as a general matter, will invest a higher percentage of its assets in countries with larger and more liquid debt markets. The Fund’s exposure to any single country generally will be limited to 20% of the Fund’s assets. The percentage of Fund assets invested in a specific country or issuer will change from time to time. The universe of Euro-denominated Fixed Income Securities in which the Fund may invest includes securities that are rated both ‘‘investment grade’’ and ‘‘non-investment grade.’’ The Fund expects to have 75% or more of its assets invested in investment grade bonds, though this percentage may change based, for example, on market conditions and/or debt ratings assigned to countries and issuers. Because the debt ratings of issuers will change from time to time, the exact percentage of the Fund’s investments in investment grade and non-investment grade Fixed Income Securities will change from time to time in response to economic events and changes to the credit ratings of such issuers. Within the non-investment grade category, some issuers and instruments are considered to be of lower credit quality and at higher risk of default. In order to limit its exposure to these more speculative credits, the Fund will not invest more than 10% of its assets in securities rated BB or below by Moody’s or equivalently rated by S&P or Fitch. The Fund does not intend to invest in unrated securities. However, it may do so to a limited extent, such as where a rated security becomes unrated, if such security is determined by the Adviser or Sub-Adviser to be of comparable quality.13 13 In determining whether a security is of ‘‘comparable quality,’’ the Adviser or Sub-Adviser will consider, for example, current information about the credit quality of the issuer and whether or not the issuer of the security has issued other rated securities. See July 18 E-mail, supra note 7. VerDate Mar<15>2010 17:08 Jul 26, 2011 Jkt 223001 The Fund attempts to limit interest rate risk by maintaining an aggregate portfolio duration of between two and eight years under normal market conditions, but the Fund’s actual portfolio duration may be longer or shorter depending upon market conditions. The Fund may also invest in short-term Money Market Securities (as defined below) denominated in the currencies of countries in which the Fund invests. The Fund intends to invest in Fixed Income Securities of at least 13 nonaffiliated issuers. The Fund will not concentrate 25% or more of the value of its total assets (taken at market value at the time of each investment) in any one industry, as that term is used in the 1940 Act (except that this restriction does not apply to obligations issued by the U.S. government, any non-U.S. government, or their respective agencies and instrumentalities or governmentsponsored enterprises). The Fund intends to qualify each year as a regulated investment company (‘‘RIC’’) under Subchapter M of the Internal Revenue Code of 1986, as amended. In addition to satisfying the RIC diversification requirements, no portfolio security held by the Fund (other than U.S. and/or non-U.S. government securities) will represent more than 30% of the weight of the Fund’s portfolio. The five highestweighted portfolio securities of the Fund (other than U.S. and/or non-U.S. government securities) will not in the aggregate account for more than 65% of the weight of the Fund’s portfolio. For these purposes, the Fund will treat repurchase agreements collateralized by U.S. government securities or non-U.S. government securities as U.S. or nonU.S. government securities, respectively. Money Market Securities Assets not invested in Fixed Income Securities generally will be invested in Money Market Securities to help manage cash flows in and out of the Fund, such as in connection with payment of dividends or expenses, to satisfy margin requirements, to provide collateral, or to otherwise back investments in derivative instruments. For these purposes, Money Market Securities include: short-term, highquality obligations issued or guaranteed by the U.S. Treasury or the agencies or instrumentalities of the U.S. government; short-term, high-quality securities issued or guaranteed by nonU.S. governments, agencies and instrumentalities; repurchase agreements backed by short-term U.S. government securities or non-U.S. PO 00000 Frm 00080 Fmt 4703 Sfmt 4703 44967 government securities; money market mutual funds; and deposits and other obligations of U.S. and non-U.S. banks and financial institutions. All Money Market Securities acquired by the Fund will be rated investment grade, except that the Fund may invest in unrated Money Market Securities that are deemed by the Adviser or Sub-Adviser to be of comparable quality to Money Market Securities rated investment grade.14 Derivative Instruments and Other Investments The Fund may use derivative instruments as part of its investment strategies, such as listed futures contracts,15 forward currency contracts, non-deliverable forward currency contracts, currency and interest rate swaps, currency options, options on futures contracts, swap agreements, and credit-linked notes. The Fund’s use of derivative instruments (other than credit-linked notes) will be collateralized or otherwise backed by investments in short term, high-quality U.S. Money Market Securities. Under normal circumstances, the Fund will invest no more than 20% of the value of the Fund’s net assets in derivative instruments. Such investments will be consistent with the Fund’s investment objective and will not be used to enhance leverage. With respect to certain kinds of derivative transactions entered into by the Fund that involve obligations to make future payments to third parties, including, but not limited to, futures, forward contracts, swap contracts, the purchase of securities on a when-issued or delayed delivery basis, or reverse repurchase agreements, the Fund, in accordance with applicable federal securities laws, rules, and interpretations thereof, will set aside liquid assets to cover open positions with respect to such transactions. 14 In determining whether a security is of ‘‘comparable quality,’’ the Adviser or Sub-Adviser will consider, for example, current information about the credit quality of the issuer and whether or not the issuer of the security has issued other rated securities. 15 The futures contracts in which the Fund will invest may be listed on exchanges in the U.S. or in London, Hong Kong, or Singapore. Each of the United Kingdom’s primary financial markets regulator, the Financial Services Authority, Hong Kong’s primary financial markets regulator, the Securities and Futures Commission, and Singapore’s primary financial markets regulator, the Monetary Authority of Singapore, are signatories to the International Organization of Securities Commissions (‘‘IOSCO’’) Multilateral Memorandum of Understanding (‘‘MMOU’’), which is a multiparty information sharing arrangement among major financial regulators. Both the Commission and the Commodity Futures Trading Commission are signatories to the IOSCO MMOU. E:\FR\FM\27JYN1.SGM 27JYN1 44968 Federal Register / Vol. 76, No. 144 / Wednesday, July 27, 2011 / Notices The Fund may engage in foreign currency transactions and invest directly in foreign currencies in the form of bank and financial institution deposits, certificates of deposit, and bankers acceptances denominated in a specified non-U.S. currency. The Fund may enter into forward currency contracts in order to ‘‘lock in’’ the exchange rate between the currency it will deliver and the currency it will receive for the duration of the contract. The Fund may enter into swap agreements, including interest rate swaps and currency swaps (e.g., Euro vs. U.S. dollar), and may buy or sell put and call options on foreign currencies, either on exchanges or in the over-thecounter market. The Fund may enter into repurchase agreements with counterparties that are deemed to present acceptable credit risks and may enter into reverse repurchase agreements. In addition, the Fund may invest in the securities of other investment companies (including money market funds and exchangetraded funds (‘‘ETFs’’)). The Fund may invest up to an aggregate amount of 15% of its net assets in (a) Illiquid securities and (b) Rule 144A securities. The Exchange represents that the Fund will not invest in non-U.S. equity securities. Additional information regarding the Trust and the Shares, the Fund’s investment strategies, risks, creation and redemption procedures, fees, portfolio holdings and disclosure policies, distributions and taxes, availability of information, trading rules and halts, and surveillance procedures, among other things, can be found in the Notice, the Registration Statement, and the Supplement, as applicable.16 sroberts on DSK5SPTVN1PROD with NOTICES III. Discussion and Commission’s Findings The Commission has carefully reviewed the proposed rule change and finds that it is consistent with the requirements of Section 6 of the Act 17 and the rules and regulations thereunder applicable to a national securities exchange.18 In particular, the Commission finds that the proposal is consistent with Section 6(b)(5) of the Act,19 which requires, among other things, that the Exchange’s rules be designed to promote just and equitable principles of trade, to remove impediments to and perfect the 16 See Notice, Registration Statement, and Supplement, supra notes 3, 4, and 6, respectively. 17 15 U.S.C. 78f. 18 In approving this proposed rule change, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 19 17 U.S.C. 78f(b)(5). VerDate Mar<15>2010 17:08 Jul 26, 2011 Jkt 223001 mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. The Commission notes that the Shares must comply with the requirements of NYSE Arca Equities Rule 8.600 to be listed and traded on the Exchange. The Commission finds that the proposal to list and trade the Shares on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the Act,20 which sets forth Congress’ finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for, and transactions in, securities. Quotation and last-sale information for the Shares will be available via the Consolidated Tape Association high-speed line. In addition, the Portfolio Indicative Value, as defined in NYSE Arca Equities Rule 8.600(c)(3), will be updated and disseminated by one or more major market data vendors at least every 15 seconds during the Core Trading Session on the Exchange.21 On each business day, before commencement of trading in Shares in the Core Trading Session on the Exchange, the Trust will disclose on its Web site the Disclosed Portfolio, as defined in NYSE Arca Equities Rule 8.600(c)(2), held by the Fund that will form the basis for the Fund’s calculation of the net asset value (‘‘NAV’’) at the end of the business day.22 The NAV of the Fund’s Shares generally is calculated once daily Monday through Friday as of the close of regular trading on the New York Stock Exchange (‘‘NYSE’’) (generally 4:00 p.m. Eastern time). In addition, information regarding market price and trading volume of the Shares is and will be continually available on a real-time basis throughout the day on brokers’ computer screens and other electronic services, and the previous day’s closing price and trading volume information for the Shares will be published daily in the financial section of newspapers. Intra-day and end-of-day prices are readily available through major market data providers and broker-dealers for the Fixed Income Securities, Money U.S.C. 78k–1(a)(1)(C)(iii). hours when the markets for Fixed Income Securities in the Fund’s portfolio are closed, the Portfolio Indicative Value will be updated at least every 15 seconds during the Core Trading Session to reflect currency exchange fluctuations. 22 The Disclosed Portfolio will include, as applicable, the names, quantity, percentage weighting, and market value of Fixed Income Securities and other assets held by the Fund and the characteristics of such assets. PO 00000 20 15 21 During Frm 00081 Fmt 4703 Sfmt 4703 Market Securities, and derivative instruments held by the Fund. The Fund’s Web site will also include a form of the prospectus for the Fund, information relating to NAV, and other quantitative and trading information. The Commission further believes that the proposal to list and trade the Shares is reasonably designed to promote fair disclosure of information that may be necessary to price the Shares appropriately and to prevent trading when a reasonable degree of transparency cannot be assured. The Commission notes that the Exchange will obtain a representation from the issuer of the Shares that the NAV will be calculated daily and that the NAV and the Disclosed Portfolio will be made available to all market participants at the same time.23 In addition, the Exchange will halt trading in the Shares under the specific circumstances set forth in NYSE Arca Equities Rule 8.600(d)(2)(D), and may halt trading in the Shares if trading is not occurring in the securities and/or the financial instruments comprising the Disclosed Portfolio of the Fund, or if other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present.24 The Exchange represents that the SubAdviser is affiliated with multiple broker-dealers and has implemented a ‘‘fire wall’’ with respect to such brokerdealers regarding access to information concerning the composition and/or changes to the Fund’s portfolio.25 The 23 See NYSE Arca Equities Rule 8.600(d)(2)(D). NYSE Arca Equities Rule 8.600(d)(2)(C)(ii). With respect to trading halts, the Exchange may consider other relevant factors in exercising its discretion to halt or suspend trading in the Shares of the Fund. Trading in Shares of the Fund will be halted if the circuit breaker parameters in NYSE Arca Equities Rule 7.12 have been reached. Trading also may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. 25 See supra note 10 and accompanying text. The Commission notes that an investment adviser to an open-end fund is required to be registered under the Investment Advisers Act of 1940 (the ‘‘Advisers Act’’). As a result, the Adviser and Sub-Adviser and their related personnel are subject to the provisions of Rule 204A–1 under the Advisers Act relating to codes of ethics. This Rule requires investment advisers to adopt a code of ethics that reflects the fiduciary nature of the relationship to clients as well as compliance with other applicable securities laws. Accordingly, procedures designed to prevent the communication and misuse of non-public information by an investment adviser must be consistent with Rule 204A–1 under the Advisers Act. In addition, Rule 206(4)–7 under the Advisers Act makes it unlawful for an investment adviser to provide investment advice to clients unless such investment adviser has (i) Adopted and implemented written policies and procedures reasonably designed to prevent violation, by the investment adviser and its supervised persons, of the Advisers Act and the Commission rules adopted thereunder; (ii) implemented, at a minimum, an 24 See E:\FR\FM\27JYN1.SGM 27JYN1 Federal Register / Vol. 76, No. 144 / Wednesday, July 27, 2011 / Notices sroberts on DSK5SPTVN1PROD with NOTICES Exchange also states that it has a general policy prohibiting the distribution of material, non-public information by its employees. Further, the Commission notes that the Reporting Authority that provides the Disclosed Portfolio must implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of material nonpublic information regarding the actual components of the portfolio.26 The Exchange represents that the Shares are deemed to be equity securities, thus rendering trading in the Shares subject to the Exchange’s existing rules governing the trading of equity securities. In support of this proposal, the Exchange has made representations, including: (1) The Shares will be subject to NYSE Arca Equities Rule 8.600, which sets forth the initial and continued listing criteria applicable to Managed Fund Shares. (2) The Exchange has appropriate rules to facilitate transactions in the Shares during all trading sessions. (3) The Exchange’s surveillance procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules and applicable federal securities laws. (4) Prior to the commencement of trading, the Exchange will inform its Equity Trading Permit (‘‘ETP’’) Holders in an Information Bulletin of the special characteristics and risks associated with trading the Shares. Specifically, the Information Bulletin will discuss the following: (a) The procedures for purchases and redemptions of Shares in Creation Unit aggregations (and that Shares are not individually redeemable); (b) NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence on its ETP Holders to learn the essential facts relating to every customer prior to trading the Shares; (c) the risks involved in trading the Shares during the Opening and Late Trading Sessions when an updated Portfolio Indicative Value will not be calculated or publicly disseminated; (d) how information regarding the Portfolio Indicative Value is disseminated; (e) the requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and (f) trading and other information. (5) For initial and/or continued listing, the Fund must be in compliance with Rule 10A–3 under the Act,27 as provided by NYSE Arca Equities Rule 5.3. (6) The Fund will not invest in nonU.S. equity securities. (7) A minimum of 100,000 Shares of each Fund will be outstanding at the commencement of trading on the Exchange. This approval order is based on the Exchange’s representations. For the foregoing reasons, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act28 and the rules and regulations thereunder applicable to a national securities exchange. IV. Conclusion It Is Therefore Ordered, pursuant to Section 19(b)(2) of the Act,29 that the proposed rule change (SR–NYSEArca– 2011–31) be, and it hereby is, approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.30 Elizabeth M. Murphy, Secretary. [FR Doc. 2011–18924 Filed 7–26–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–64945; File No. SR– NYSEArca–2011–47] Self-Regulatory Organizations; NYSE Arca Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Commentary .06 to NYSE Arca Rule 6.8 To Increase Position Limits for Options on the SPDR® S&P 500® Exchange-Traded Fund, Which List and Trade Under the Option Symbol SPY, and To Update the Names and One Trading Symbol for the Options Reflected Therein, Including SPY July 21, 2011. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on July 11, 2011, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule annual review regarding the adequacy of the policies and procedures established pursuant to subparagraph (i) above and the effectiveness of their implementation; and (iii) designated an individual (who is a supervised person) responsible for administering the policies and procedures adopted under subparagraph (i) above. 26 See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii). VerDate Mar<15>2010 17:08 Jul 26, 2011 Jkt 223001 PO 00000 27 See 17 CFR 240.10A–3. U.S.C. 78f(b)(5). 29 15 U.S.C. 78s(b)(2). 30 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 28 15 Frm 00082 Fmt 4703 Sfmt 4703 44969 change as described in Items I and II 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 the Substance of the Proposed Rule Change The Exchange proposes to amend Commentary .06 to NYSE Arca Rule 6.8 to increase position limits for options on the SPDR® S&P 500® exchange-traded fund (‘‘SPY ETF’’),4 which list and trade under the option symbol SPY, and to update the names and one trading symbol for the options reflected therein, including SPY. The text of the proposed rule change is available at the Exchange’s Web site at http:// www.nyse.com, on the Commission’s Web site at http://www.sec.gov, 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 purpose of the proposal is to amend Commentary .06 to NYSE Arca Rule 6.8 to increase position limits for SPY options from 300,000 to 900,000 contracts on the same side of the market and to update the names, and one trading symbol, for the options reflected therein, including SPY.5 The Exchange is basing this proposal on a recently 4 ‘‘SPDR®,’’ ‘‘Standard & Poor’s®,’’ ‘‘S&P®,’’ ‘‘S&P 500®,’’ and ‘‘Standard & Poor’s 500’’ are registered trademarks of Standard & Poor’s Financial Services LLC. The SPDR S&P 500 ETF represents ownership in the SPDR S&P 500 Trust, a unit investment trust that generally corresponds to the price and yield performance of the SPDR S&P 500 Index. 5 By virtue of NYSE Arca Rule 6.9, which is not amended by this filing, exercise limits on SPY options would be the same as position limits for SPY options established in Commentary .06 to NYSE Arca Rule 6.8. E:\FR\FM\27JYN1.SGM 27JYN1

Agencies

[Federal Register Volume 76, Number 144 (Wednesday, July 27, 2011)]
[Notices]
[Pages 44966-44969]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-18924]



[[Page 44966]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-64935; File No. SR-NYSEArca-2011-31]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting 
Approval of Proposed Rule Change to List and Trade the Shares of the 
WisdomTree Dreyfus Euro Debt Fund Under NYSE Arca Equities Rule 8.600

July 20, 2011.

I. Introduction

    On May 24, 2011, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
list and trade the shares (``Shares'') of the WisdomTree Dreyfus Euro 
Debt Fund (``Fund'') under NYSE Arca Equities Rule 8.600. The proposed 
rule change was published in the Federal Register on June 10, 2011.\3\ 
The Commission received no comments on the proposal. This order grants 
approval of the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 64608 (June 6, 
2011), 76 FR 34112 (``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposal

    The Exchange proposes to list and trade the Shares of the Fund 
pursuant to NYSE Arca Equities Rule 8.600, which governs the listing 
and trading of Managed Fund Shares on the Exchange. The Shares will be 
offered by the WisdomTree Trust (``Trust''), which was established as a 
Delaware statutory trust and is registered with the Commission as an 
investment company.\4\ The Fund is currently known as the ``WisdomTree 
Dreyfus Euro Fund'' and is an actively managed exchange-traded fund.\5\ 
On April 14, 2011, the WisdomTree Dreyfus Euro Fund filed a supplement 
to its Registration Statement (``Supplement'') pursuant to Rule 497 
under the Securities Act of 1933.\6\ As stated in the Supplement, the 
WisdomTree Dreyfus Euro Fund seeks to change its investment objective 
and strategy and will be renamed the ``WisdomTree Dreyfus Euro Debt 
Fund.'' The WisdomTree Dreyfus Euro Fund's new name, investment 
objective, and investment strategies, which are not reflected in the 
May 2008 Order, are described below.\7\ Shareholders of the WisdomTree 
Dreyfus Euro Fund who wish to remain in the Fund do not need to take 
any action; shareholders who do not wish to remain invested in the Fund 
may sell their Shares at any time.\8\
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    \4\ The Fund has filed a registration statement on Form N-1A 
(``Registration Statement'') with the Commission.
    \5\ The Commission approved the listing and trading on the 
Exchange of the WisdomTree Dreyfus Euro Fund pursuant to Section 
19(b)(2) of the Exchange Act on May 8, 2008 (``May 2008 Order''). 
See Securities Exchange Act Release No. 57801 (May 8, 2008), 73 FR 
27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order approving Exchange 
listing and trading of twelve actively managed exchange-traded funds 
of the WisdomTree Trust).
    \6\ See Form 497, Supplement to Registration Statement on Form 
N-1A for the Trust, dated April 14, 2011 (File Nos. 333-132380 and 
811-21864).
    \7\ The Fund's new name and changes to the investment objective 
and investment strategies will take effect following approval of 
this proposed rule change, and the filing by the Fund of an 
amendment to the Fund's Form N1-A. E-mail from Michael Cavalier, 
Chief Counsel, NYSE Euronext, to Edward Y. Cho, Special Counsel, 
Division of Trading and Markets, Commission, dated July 18, 2011 
(``July 18 E-mail'').
    \8\ The Adviser represents that the Supplement has been sent to 
existing Shareholders of the Fund to notify them of the planned 
changes. The Supplement and additional information have been posted 
on the Fund's Web site at http://www.wisdomtree.com.
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    WisdomTree Asset Management, Inc. is the investment adviser 
(``Adviser'') to the Fund. The Dreyfus Corporation serves as sub-
adviser for the Fund (``Sub-Adviser'').\9\ The Bank of New York Mellon 
is the administrator, custodian, and transfer agent for the Trust. ALPS 
Distributors, Inc. serves as the distributor for the Trust.\10\ The 
Exchange states that, while the Adviser is not affiliated with any 
broker-dealer, the Sub-Adviser is affiliated with multiple broker-
dealers. As a result, the Sub-Adviser has implemented a ``fire wall'' 
with respect to such broker-dealers regarding access to information 
concerning the composition and/or changes to the Fund's portfolio.\11\
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    \9\ The Sub-Adviser is responsible for day-to-day management of 
the Fund and, as such, typically makes all decisions with respect to 
portfolio holdings. The Adviser has ongoing oversight 
responsibility.
    \10\ The Commission has issued an order granting certain 
exemptive relief to the Trust under the Investment Company Act of 
1940 (``1940 Act''). See Investment Company Act Release No. 28171 
(October 27, 2008) (File No. 812-13458). In compliance with 
Commentary .05 to NYSE Arca Equities Rule 8.600, which applies to 
Managed Fund Shares based on an international or global portfolio, 
the Trust's application for exemptive relief under the 1940 Act 
states that the Fund will comply with the federal securities laws in 
accepting securities for deposits and satisfying redemptions with 
redemption securities, including that the securities accepted for 
deposits and the securities used to satisfy redemption requests are 
sold in transactions that would be exempt from registration under 
the Securities Act of 1933.
    \11\ See Commentary .06 to NYSE Arca Equities Rule 8.600. The 
Exchange represents that, in the event (a) the Adviser or the Sub-
Adviser becomes newly affiliated with a broker-dealer, or (b) any 
new adviser or sub-adviser becomes affiliated with a broker-dealer, 
it will implement a fire wall with respect to such broker-dealer 
regarding access to information concerning the composition and/or 
changes to the portfolio, and will be subject to procedures designed 
to prevent the use and dissemination of material non-public 
information regarding such portfolio.
---------------------------------------------------------------------------

Euro-Denominated Debt

    The Fund's new investment objective will be to seek a high level of 
total returns consisting of both income and capital appreciation. Under 
normal circumstances, the Fund will invest at least 80% of its net 
assets in Fixed Income Securities denominated in Euros and may invest 
up to 20% of its assets in Fixed Income Securities denominated in U.S. 
dollars.\12\ For purposes of this proposed rule change, Fixed Income 
Securities include bonds, notes or other debt obligations, such as 
government or corporate bonds, denominated in Euros, including issues 
denominated in Euros that are issued by ``supranational issuers,'' such 
as the European Investment Bank, International Bank for Reconstruction 
and Development, and the International Finance Corporation, or other 
regional development banks, as well as development agencies supported 
by other national governments. The Fund may also invest in Money Market 
Securities and derivative and other instruments, as described below.
---------------------------------------------------------------------------

    \12\ The term ``under normal market circumstances'' includes, 
but is not limited to, the absence of extreme volatility or trading 
halts in the fixed income markets or the financial markets 
generally; operational issues causing dissemination of inaccurate 
market information; or force majeure type events such as systems 
failure, natural or man-made disaster, act of God, armed conflict, 
act of terrorism, riot or labor disruption or any similar 
intervening circumstance.
---------------------------------------------------------------------------

    The Fund intends to focus its investments on ``Sovereign Debt,'' 
which, with respect to this Fund, means Fixed Income Securities issued 
by governments, government agencies, and government-sponsored 
enterprises of countries in the European Union (``EU'') that are 
denominated in Euros, including inflation-linked bonds designed to 
provide protection against increases in general inflation rates. The 
Fund may invest up to 20% of its net assets in corporate debt of 
companies organized in EU countries or that have significant economic 
ties to EU countries. The Fund will invest only in corporate bonds that 
the Adviser or Sub-Adviser deems to be sufficiently liquid. Generally, 
a corporate bond must have $200 million or more par amount outstanding 
and significant par value traded to be considered as an eligible 
investment. Economic and other conditions may lead to a decrease in the 
average par amount outstanding of bond issuances. Therefore, although 
the Fund does not intend to do so, the Fund may invest up to 5% of its 
net assets in

[[Page 44967]]

corporate bonds with less than $200 million par amount outstanding if 
(i) The Adviser or Sub-Adviser deems such security to be sufficiently 
liquid based on its analysis of the market for such security (based on, 
for example, broker-dealer quotations or its analysis of the trading 
history of the security or the trading history of other securities 
issued by the issuer), (ii) such investment is consistent with the 
Fund's goal of providing exposure to a broad range of Fixed Income 
Securities denominated in Euros, and (iii) such investment is deemed by 
the Adviser or Sub-Adviser to be in the best interest of the Fund.
    The Fund intends to provide broad exposure to countries in the EU 
and, as a general matter, will invest a higher percentage of its assets 
in countries with larger and more liquid debt markets. The Fund's 
exposure to any single country generally will be limited to 20% of the 
Fund's assets. The percentage of Fund assets invested in a specific 
country or issuer will change from time to time.
    The universe of Euro-denominated Fixed Income Securities in which 
the Fund may invest includes securities that are rated both 
``investment grade'' and ``non-investment grade.'' The Fund expects to 
have 75% or more of its assets invested in investment grade bonds, 
though this percentage may change based, for example, on market 
conditions and/or debt ratings assigned to countries and issuers.
    Because the debt ratings of issuers will change from time to time, 
the exact percentage of the Fund's investments in investment grade and 
non-investment grade Fixed Income Securities will change from time to 
time in response to economic events and changes to the credit ratings 
of such issuers. Within the non-investment grade category, some issuers 
and instruments are considered to be of lower credit quality and at 
higher risk of default. In order to limit its exposure to these more 
speculative credits, the Fund will not invest more than 10% of its 
assets in securities rated BB or below by Moody's or equivalently rated 
by S&P or Fitch. The Fund does not intend to invest in unrated 
securities. However, it may do so to a limited extent, such as where a 
rated security becomes unrated, if such security is determined by the 
Adviser or Sub-Adviser to be of comparable quality.\13\
---------------------------------------------------------------------------

    \13\ In determining whether a security is of ``comparable 
quality,'' the Adviser or Sub-Adviser will consider, for example, 
current information about the credit quality of the issuer and 
whether or not the issuer of the security has issued other rated 
securities. See July 18 E-mail, supra note 7.
---------------------------------------------------------------------------

    The Fund attempts to limit interest rate risk by maintaining an 
aggregate portfolio duration of between two and eight years under 
normal market conditions, but the Fund's actual portfolio duration may 
be longer or shorter depending upon market conditions. The Fund may 
also invest in short-term Money Market Securities (as defined below) 
denominated in the currencies of countries in which the Fund invests.
    The Fund intends to invest in Fixed Income Securities of at least 
13 non-affiliated issuers. The Fund will not concentrate 25% or more of 
the value of its total assets (taken at market value at the time of 
each investment) in any one industry, as that term is used in the 1940 
Act (except that this restriction does not apply to obligations issued 
by the U.S. government, any non-U.S. government, or their respective 
agencies and instrumentalities or government-sponsored enterprises).
    The Fund intends to qualify each year as a regulated investment 
company (``RIC'') under Subchapter M of the Internal Revenue Code of 
1986, as amended. In addition to satisfying the RIC diversification 
requirements, no portfolio security held by the Fund (other than U.S. 
and/or non-U.S. government securities) will represent more than 30% of 
the weight of the Fund's portfolio. The five highest-weighted portfolio 
securities of the Fund (other than U.S. and/or non-U.S. government 
securities) will not in the aggregate account for more than 65% of the 
weight of the Fund's portfolio. For these purposes, the Fund will treat 
repurchase agreements collateralized by U.S. government securities or 
non-U.S. government securities as U.S. or non-U.S. government 
securities, respectively.

Money Market Securities

    Assets not invested in Fixed Income Securities generally will be 
invested in Money Market Securities to help manage cash flows in and 
out of the Fund, such as in connection with payment of dividends or 
expenses, to satisfy margin requirements, to provide collateral, or to 
otherwise back investments in derivative instruments. For these 
purposes, Money Market Securities include: short-term, high-quality 
obligations issued or guaranteed by the U.S. Treasury or the agencies 
or instrumentalities of the U.S. government; short-term, high-quality 
securities issued or guaranteed by non-U.S. governments, agencies and 
instrumentalities; repurchase agreements backed by short-term U.S. 
government securities or non-U.S. government securities; money market 
mutual funds; and deposits and other obligations of U.S. and non-U.S. 
banks and financial institutions. All Money Market Securities acquired 
by the Fund will be rated investment grade, except that the Fund may 
invest in unrated Money Market Securities that are deemed by the 
Adviser or Sub-Adviser to be of comparable quality to Money Market 
Securities rated investment grade.\14\
---------------------------------------------------------------------------

    \14\ In determining whether a security is of ``comparable 
quality,'' the Adviser or Sub-Adviser will consider, for example, 
current information about the credit quality of the issuer and 
whether or not the issuer of the security has issued other rated 
securities.
---------------------------------------------------------------------------

Derivative Instruments and Other Investments

    The Fund may use derivative instruments as part of its investment 
strategies, such as listed futures contracts,\15\ forward currency 
contracts, non-deliverable forward currency contracts, currency and 
interest rate swaps, currency options, options on futures contracts, 
swap agreements, and credit-linked notes. The Fund's use of derivative 
instruments (other than credit-linked notes) will be collateralized or 
otherwise backed by investments in short term, high-quality U.S. Money 
Market Securities. Under normal circumstances, the Fund will invest no 
more than 20% of the value of the Fund's net assets in derivative 
instruments. Such investments will be consistent with the Fund's 
investment objective and will not be used to enhance leverage.
---------------------------------------------------------------------------

    \15\ The futures contracts in which the Fund will invest may be 
listed on exchanges in the U.S. or in London, Hong Kong, or 
Singapore. Each of the United Kingdom's primary financial markets 
regulator, the Financial Services Authority, Hong Kong's primary 
financial markets regulator, the Securities and Futures Commission, 
and Singapore's primary financial markets regulator, the Monetary 
Authority of Singapore, are signatories to the International 
Organization of Securities Commissions (``IOSCO'') Multilateral 
Memorandum of Understanding (``MMOU''), which is a multi-party 
information sharing arrangement among major financial regulators. 
Both the Commission and the Commodity Futures Trading Commission are 
signatories to the IOSCO MMOU.
---------------------------------------------------------------------------

    With respect to certain kinds of derivative transactions entered 
into by the Fund that involve obligations to make future payments to 
third parties, including, but not limited to, futures, forward 
contracts, swap contracts, the purchase of securities on a when-issued 
or delayed delivery basis, or reverse repurchase agreements, the Fund, 
in accordance with applicable federal securities laws, rules, and 
interpretations thereof, will set aside liquid assets to cover open 
positions with respect to such transactions.

[[Page 44968]]

    The Fund may engage in foreign currency transactions and invest 
directly in foreign currencies in the form of bank and financial 
institution deposits, certificates of deposit, and bankers acceptances 
denominated in a specified non-U.S. currency. The Fund may enter into 
forward currency contracts in order to ``lock in'' the exchange rate 
between the currency it will deliver and the currency it will receive 
for the duration of the contract.
    The Fund may enter into swap agreements, including interest rate 
swaps and currency swaps (e.g., Euro vs. U.S. dollar), and may buy or 
sell put and call options on foreign currencies, either on exchanges or 
in the over-the-counter market. The Fund may enter into repurchase 
agreements with counterparties that are deemed to present acceptable 
credit risks and may enter into reverse repurchase agreements. In 
addition, the Fund may invest in the securities of other investment 
companies (including money market funds and exchange-traded funds 
(``ETFs'')). The Fund may invest up to an aggregate amount of 15% of 
its net assets in (a) Illiquid securities and (b) Rule 144A securities. 
The Exchange represents that the Fund will not invest in non-U.S. 
equity securities.
    Additional information regarding the Trust and the Shares, the 
Fund's investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings and disclosure policies, 
distributions and taxes, availability of information, trading rules and 
halts, and surveillance procedures, among other things, can be found in 
the Notice, the Registration Statement, and the Supplement, as 
applicable.\16\
---------------------------------------------------------------------------

    \16\ See Notice, Registration Statement, and Supplement, supra 
notes 3, 4, and 6, respectively.
---------------------------------------------------------------------------

III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change and 
finds that it is consistent with the requirements of Section 6 of the 
Act \17\ and the rules and regulations thereunder applicable to a 
national securities exchange.\18\ In particular, the Commission finds 
that the proposal is consistent with Section 6(b)(5) of the Act,\19\ 
which requires, among other things, that the Exchange's rules be 
designed to promote just and equitable principles of trade, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest. The Commission notes that the Shares must comply with 
the requirements of NYSE Arca Equities Rule 8.600 to be listed and 
traded on the Exchange.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78f.
    \18\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \19\ 17 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission finds that the proposal to list and trade the Shares 
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the 
Act,\20\ which sets forth Congress' finding that it is in the public 
interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for, and transactions in, securities. Quotation and last-
sale information for the Shares will be available via the Consolidated 
Tape Association high-speed line. In addition, the Portfolio Indicative 
Value, as defined in NYSE Arca Equities Rule 8.600(c)(3), will be 
updated and disseminated by one or more major market data vendors at 
least every 15 seconds during the Core Trading Session on the 
Exchange.\21\ On each business day, before commencement of trading in 
Shares in the Core Trading Session on the Exchange, the Trust will 
disclose on its Web site the Disclosed Portfolio, as defined in NYSE 
Arca Equities Rule 8.600(c)(2), held by the Fund that will form the 
basis for the Fund's calculation of the net asset value (``NAV'') at 
the end of the business day.\22\ The NAV of the Fund's Shares generally 
is calculated once daily Monday through Friday as of the close of 
regular trading on the New York Stock Exchange (``NYSE'') (generally 
4:00 p.m. Eastern time). In addition, information regarding market 
price and trading volume of the Shares is and will be continually 
available on a real-time basis throughout the day on brokers' computer 
screens and other electronic services, and the previous day's closing 
price and trading volume information for the Shares will be published 
daily in the financial section of newspapers. Intra-day and end-of-day 
prices are readily available through major market data providers and 
broker-dealers for the Fixed Income Securities, Money Market 
Securities, and derivative instruments held by the Fund. The Fund's Web 
site will also include a form of the prospectus for the Fund, 
information relating to NAV, and other quantitative and trading 
information.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \21\ During hours when the markets for Fixed Income Securities 
in the Fund's portfolio are closed, the Portfolio Indicative Value 
will be updated at least every 15 seconds during the Core Trading 
Session to reflect currency exchange fluctuations.
    \22\ The Disclosed Portfolio will include, as applicable, the 
names, quantity, percentage weighting, and market value of Fixed 
Income Securities and other assets held by the Fund and the 
characteristics of such assets.
---------------------------------------------------------------------------

    The Commission further believes that the proposal to list and trade 
the Shares is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Shares appropriately and 
to prevent trading when a reasonable degree of transparency cannot be 
assured. The Commission notes that the Exchange will obtain a 
representation from the issuer of the Shares that the NAV will be 
calculated daily and that the NAV and the Disclosed Portfolio will be 
made available to all market participants at the same time.\23\ In 
addition, the Exchange will halt trading in the Shares under the 
specific circumstances set forth in NYSE Arca Equities Rule 
8.600(d)(2)(D), and may halt trading in the Shares if trading is not 
occurring in the securities and/or the financial instruments comprising 
the Disclosed Portfolio of the Fund, or if other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.\24\ The Exchange represents that the Sub-Adviser is 
affiliated with multiple broker-dealers and has implemented a ``fire 
wall'' with respect to such broker-dealers regarding access to 
information concerning the composition and/or changes to the Fund's 
portfolio.\25\ The

[[Page 44969]]

Exchange also states that it has a general policy prohibiting the 
distribution of material, non-public information by its employees. 
Further, the Commission notes that the Reporting Authority that 
provides the Disclosed Portfolio must implement and maintain, or be 
subject to, procedures designed to prevent the use and dissemination of 
material non-public information regarding the actual components of the 
portfolio.\26\
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    \23\ See NYSE Arca Equities Rule 8.600(d)(2)(D).
    \24\ See NYSE Arca Equities Rule 8.600(d)(2)(C)(ii). With 
respect to trading halts, the Exchange may consider other relevant 
factors in exercising its discretion to halt or suspend trading in 
the Shares of the Fund. Trading in Shares of the Fund will be halted 
if the circuit breaker parameters in NYSE Arca Equities Rule 7.12 
have been reached. Trading also may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable.
    \25\ See supra note 10 and accompanying text. The Commission 
notes that an investment adviser to an open-end fund is required to 
be registered under the Investment Advisers Act of 1940 (the 
``Advisers Act''). As a result, the Adviser and Sub-Adviser and 
their related personnel are subject to the provisions of Rule 204A-1 
under the Advisers Act relating to codes of ethics. This Rule 
requires investment advisers to adopt a code of ethics that reflects 
the fiduciary nature of the relationship to clients as well as 
compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) Adopted and implemented written policies and procedures 
reasonably designed to prevent violation, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
    \26\ See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii).
---------------------------------------------------------------------------

    The Exchange represents that the Shares are deemed to be equity 
securities, thus rendering trading in the Shares subject to the 
Exchange's existing rules governing the trading of equity securities. 
In support of this proposal, the Exchange has made representations, 
including:
    (1) The Shares will be subject to NYSE Arca Equities Rule 8.600, 
which sets forth the initial and continued listing criteria applicable 
to Managed Fund Shares.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) The Exchange's surveillance procedures are adequate to properly 
monitor Exchange trading of the Shares in all trading sessions and to 
deter and detect violations of Exchange rules and applicable federal 
securities laws.
    (4) Prior to the commencement of trading, the Exchange will inform 
its Equity Trading Permit (``ETP'') Holders in an Information Bulletin 
of the special characteristics and risks associated with trading the 
Shares. Specifically, the Information Bulletin will discuss the 
following: (a) The procedures for purchases and redemptions of Shares 
in Creation Unit aggregations (and that Shares are not individually 
redeemable); (b) NYSE Arca Equities Rule 9.2(a), which imposes a duty 
of due diligence on its ETP Holders to learn the essential facts 
relating to every customer prior to trading the Shares; (c) the risks 
involved in trading the Shares during the Opening and Late Trading 
Sessions when an updated Portfolio Indicative Value will not be 
calculated or publicly disseminated; (d) how information regarding the 
Portfolio Indicative Value is disseminated; (e) the requirement that 
ETP Holders deliver a prospectus to investors purchasing newly issued 
Shares prior to or concurrently with the confirmation of a transaction; 
and (f) trading and other information.
    (5) For initial and/or continued listing, the Fund must be in 
compliance with Rule 10A-3 under the Act,\27\ as provided by NYSE Arca 
Equities Rule 5.3.
---------------------------------------------------------------------------

    \27\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

    (6) The Fund will not invest in non-U.S. equity securities.
    (7) A minimum of 100,000 Shares of each Fund will be outstanding at 
the commencement of trading on the Exchange.
    This approval order is based on the Exchange's representations.
    For the foregoing reasons, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act\28\ and the 
rules and regulations thereunder applicable to a national securities 
exchange.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Conclusion

    It Is Therefore Ordered, pursuant to Section 19(b)(2) of the 
Act,\29\ that the proposed rule change (SR-NYSEArca-2011-31) be, and it 
hereby is, approved.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
---------------------------------------------------------------------------

    \30\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-18924 Filed 7-26-11; 8:45 am]
BILLING CODE 8011-01-P