8164 Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(2). 13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

market for customers. The transaction 

fee waiver is also designed to make the 

system more competitive, which will 

further improve the quality of the 

market and benefit customers. Finally, 

the transaction fee waiver is equitable 

because it is available to all Exchange 

members that access the MatchPoint 

system, and it applies to all MatchPoint 

executions. The extended fee waiver 

will be in effect from February 1, 2010 

until March 31, 2010. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 11 of the Act and 

subparagraph (f)(2) of Rule 19b–4 12

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

NYSE. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2010–06 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2010–06. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–NYSE– 

2010–06 and should be submitted on or 

before March 16, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–3466 Filed 2–22–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61519; File No. SR– 

NYSEArca-2010–04] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change Relating to the 

WisdomTree Real Return Fund 

February 16, 2010. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’)1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on January 25, 2010, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade the shares of the following fund of 

the WisdomTree Trust (the ‘‘Trust’’) 

under NYSE Arca Equities Rule 8.600: 

WisdomTree Real Return Fund (the 

‘‘Fund’’). The shares of the Fund are 

collectively referred to herein as the 

‘‘Shares.’’ The text of the proposed rule 

change is available at the Exchange, the 

Commission’s Public Reference Room, 

and on the Exchange’s Web site at 

http://www.nyx.com. 

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. 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 8165 

3NYSE Arca Equities Rule 8.600(c)(1) provides 

that a Managed Fund Share is a security that 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (15 U.S.C. 80a) (‘‘1940 Act’’) organized as an 

open-end investment company or similar entity that 

invests in a portfolio of securities selected by its 

investment adviser consistent with its investment 

objectives and policies. In contrast, an open-end 

investment company that issues Investment 

Company Units, listed and traded on the Exchange 

under NYSE Arca Equities Rule 5.2(j)(3), seeks to 

provide investment results that correspond 

generally to the price and yield performance of a 

specific foreign or domestic stock index, fixed 

income securities index or combination thereof. 

4The Commission approved NYSE Arca Equities 

Rule 8.600 and the listing and trading of certain 

funds of the PowerShares Actively Managed Funds 

Trust on the Exchange pursuant to Rule 8.600 in 

Securities Exchange Act Release No. 57619 (April 

4, 2008) 73 FR 19544 (April 10, 2008) (SR– 

NYSEArca-2008–25). The Commission also 

previously approved listing and trading on the 

Exchange, or trading on the Exchange pursuant to 

unlisted trading privileges (‘‘UTP’’), of the following 

actively managed funds under Rule 8.600: 

Securities Exchange Act Release Nos. 57626 (April 

4, 2008), 73 FR 19923 (April 11, 2008) (SR– 

NYSEArca-2008–28) (order approving trading on 

the Exchange pursuant to UTP of Bear Stearns 

Active ETF); 57801 (May 8, 2008), 73 FR 27878 

(May 14, 2008) (SR–NYSEArca-2008–31) (order 

approving Exchange listing and trading of twelve 

actively-managed funds of the WisdomTree Trust); 

59826 (April 28, 2009), 74 FR 20512 (May 4, 2009) 

(SR–NYSEArca-2009–22) (order approving 

Exchange listing and trading of Grail American 

Beacon Large Cap Value ETF); 60460 (August 7, 

2009), 74 FR 41468 (August 17, 2009) (SR– 

NYSEArca-2009–55) (order approving Exchange 

listing and trading of Dent Tactical ETF); 60717 

(September 24, 2009), 74 FR 50853 (October 1, 

2009) (SR–NYSEArca-2009–74) (order approving 

listing of four Grail Advisors RP ETFs); 60975 

(November 10, 2009), 74 FR 59590 (November 18, 

2009) (SR–NYSEArca-2009–83) (order approving 

listing of Grail American Beacon International 

Equity ETF); 60981 (November 10, 2009), 74 FR 

59594 (November 18, 2009) (SR–NYSEArca-2009– 

79) (order approving listing of five fixed income 

funds of the PIMCO ETF Trust). 

5See Registration Statement on Form N–1A for 

the Trust filed with the Securities and Exchange 

Commission on October 28, 2009 (File Nos. 333– 

132380 and 811–21864) (the ‘‘Registration 

Statement’’). The descriptions of the Fund and the 

Shares contained herein are based on information 

in the Registration Statement. 

6WisdomTree Investments, Inc. (‘‘WisdomTree 

Investments’’) is the parent company of 

WisdomTree Asset Management. The Exchange 

represents that WisdomTree Asset Management, as 

the investment adviser of the Fund, and Mellon 

Capital Management Corporation, as the sub-adviser 

of the Fund, and their respective related personnel, 

are subject to Rule 204A–1 (17 CFR 240.10A–3) [sic] 

under the Investment Advisers Act of 1940 (15 

U.S.C. 80b–1) (the ‘‘Advisers Act’’). This Rule 

specifically requires the adoption of a code of ethics 

by an investment adviser to include, at a minimum: 

(i) Standards of business conduct that reflect the 

firm’s/personnel fiduciary obligations; (ii) 

provisions requiring supervised persons to comply 

with applicable Federal securities laws; (iii) 

provisions that require all access persons to report, 

and the firm to review, their personal securities 

transactions and holdings periodically as 

specifically set forth in Rule 204A–1; (iv) provisions 

requiring supervised persons to report any 

violations of the code of ethics promptly to the 

chief compliance officer (‘‘CCO’’) or, provided the 

CCO also receives reports of all violations, to other 

persons designated in the code of ethics; and (v) 

provisions requiring the investment adviser to 

provide each of the supervised persons with a copy 

of the code of ethics with an acknowledgement by 

said supervised persons. 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. 

7An investment adviser to an open-end fund is 

required to be registered under the Advisers Act. As 

a result, the investment adviser is 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 nonpublic information by an investment adviser must 

be consistent with Rule 204A–1 under the Advisers 

Act. 

8The Commission has issued an order granting 

certain exemptive relief to the Trust under the 

Investment Company Act of 1940 (15 U.S.C. 80a– 

1) (‘‘1940 Act’’). See Investment Company Act 

Release No. 28471 (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 

Funds 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 (15 

U.S.C. 77a). 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade the Shares of the Fund under 

NYSE Arca Equities Rule 8.600,3 which 

governs the listing and trading of 

‘‘Managed Fund Shares,’’ on the 

Exchange.4 The Fund will be an 

actively-managed exchange traded fund. 

The Shares will be offered by the Trust, 

which was established as a Delaware 

statutory trust on December 15, 2005. 

The Trust is registered with the 

Commission as an investment 

company.5

Description of the Shares and the Fund 

WisdomTree Asset Management, Inc. 

(‘‘WisdomTree Asset Management’’) is 

the investment adviser to the Fund 

(‘‘Advisor’’).6 WisdomTree Asset 

Management is not affiliated with any 

broker-dealer. Commentary .07 to Rule 

8.600 provides that, if the investment 

adviser to the Investment Company 

issuing Managed Fund Shares is 

affiliated with a broker-dealer, such 

investment adviser shall erect a ‘‘fire 

wall’’ between the investment adviser 

and the broker-dealer with respect to 

access to information concerning the 

composition and/or changes to such 

Investment Company portfolio.7 In 

addition, Commentary .07 further 

requires that personnel who make 

decisions on the open-end fund’s 

portfolio composition must be subject to 

procedures designed to prevent the use 

and dissemination of material 

nonpublic information regarding the 

open-end fund’s portfolio. The Mellon 

Capital Management Corporation 

(‘‘Mellon’’) serves as the sub-adviser for 

the Fund. Mellon 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. The Bank of New York 

Mellon is the administrator, custodian 

and transfer agent for the Fund. ALPS 

Distributors, Inc. serves as the 

distributor for the Fund.8

According to the Registration 

Statement, the Fund seeks to provide 

investors with total returns that exceed 

the rate of inflation over long-term 

investment horizons. The Fund’s 

investment objective is nonfundamental and may be changed 

without shareholder approval. To 

achieve its objective, the Fund intends 

to invest in a portfolio of inflationlinked securities, such as U.S. Treasury 

Inflation Protected Securities (‘‘TIPS’’), 

and other investment grade fixed 

income securities. The Fund will have 

targeted exposure to commodities and 

commodity strategies. Using this 

approach, the Fund seeks (i) to take 

advantage of the potential inflationprotection benefits of inflation-linked 

bonds and commodity instruments and 

(ii) to provide income. 

While the Fund intends to invest up 

to 70% or more of the value of its 

portfolio in TIPS, the Fund may invest 

in other types of inflation-linked fixed 

income securities. For example, the 

Fund may invest in investment grade, 

floating-rate fixed income securities 

linked to U.S. inflation rates that are 

issued by the U.S. government, 

government agencies or corporations. 

The Fund may invest in inflation-linked 

swaps. An inflation-linked swap is an 

agreement between two parties to 

exchange payments at a future date 

based on the difference between a fixed 

mstockstill on DSKH9S0YB1PROD with NOTICES

8166 Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 

9As described in the Registration Statement, 

structured notes are debt instruments, typically 

issued by a bank, that are designed to provide cash 

flows linked to the value of commodities, 

commodity indexes or the value of commodity 

futures and options contracts. They may be listed 

and traded on a securities exchange or traded overthe-counter. Exchange-traded commodity-based 

derivative products include funds and trusts that 

invest in commodities or provide exposure to 

commodities whose units or shares are traded on 

major securities exchanges in the U.S. or 

throughout the world. 

10For these purposes, an ‘‘illiquid’’ security is 

deemed illiquid if it can not be sold or disposed of 

in the ordinary course of business within seven 

days at a price that approximates fair market value. 

payment and a payment linked to the 

inflation rate at future date. The Fund 

also may invest in securities linked to 

inflation rates outside the U.S., 

including securities or instruments 

linked to rates in emerging market 

countries. The Fund may invest a 

portion of its assets in fixed-income 

securities that are not linked to 

inflation, such as U.S. government 

securities. While the Fund intends to 

invest primarily in investment grade 

securities, the Fund may invest up to 

10% of its net assets in securities rated 

‘‘BB’’ or lower by at least two nationally 

recognized statistical rating 

organizations (‘‘NSROs’’) [sic] or if 

unrated, deemed to be of equivalent 

quality. 

The Fund may invest in securities 

with effective or final maturities of any 

length. The Fund will seek to keep the 

average effective duration of its portfolio 

between two and ten years. Effective 

duration is an indication of an 

investment’s interest rate risk or how 

sensitive an investment or a fund is to 

changes in interest rates. Generally, a 

fund or instrument with a longer 

effective duration is more sensitive to 

interest rate fluctuations and therefore 

more volatile, than a fund with a shorter 

effective duration. The Fund may adjust 

its portfolio holdings or average 

effective duration based on actual or 

anticipated changes in interest rates or 

credit quality. 

According to the Registration 

Statement, the Fund intends to have 

targeted exposure to commodities across 

a number of sectors, such as energy, 

precious metals and agriculture. While 

the Fund seeks exposure to commodity 

markets, it generally does not expect to 

invest in commodities directly in the 

spot market. The Fund intends to seek 

exposure to commodity markets 

primarily through its investments in the 

WisdomTree Real Return Investment 

Portfolio, Inc. (the ‘‘Subsidiary’’), a 

wholly-owned subsidiary controlled by 

the Fund which is organized in the 

Cayman Islands. In addition, the Fund 

may invest a more limited portion of its 

assets directly in commodity-linked 

instruments. The Fund and the 

Subsidiary may invest in swaps on 

commodities or commodity indexes, 

and may also invest in commoditybased structured notes and exchangetraded commodity-based derivative 

products that provide commodity 

returns (collectively, ‘‘CommodityLinked Instruments’’). The Fund and 

Subsidiary may engage in commodity 

swaps or commodities index swaps in 

which fixed- or variable-rate payments 

on commodity returns or commodity 

index returns are exchanged.9 The Fund 

represents that investments in 

Commodity-Linked Instruments must be 

consistent with the Fund’s investment 

objective and will not be used to 

enhance leverage. 

The Fund intends to invest up to 25% 

of its assets in the Subsidiary. The 

Subsidiary intends to invest all of its 

assets in Commodity-Linked 

Instruments and/or fixed income 

securities that serve as collateral for its 

commodity exposure. The Subsidiary’s 

investments will be consolidated into 

the Fund’s financial statements and the 

Fund’s and Subsidiary’s holdings will 

be publicly available on a daily basis. 

According to the Registration 

Statement, the Fund’s use of the 

Subsidiary is designed to help the Fund 

achieve exposure to commodity returns 

in a manner consistent with the 

requirements of Federal tax laws 

applicable to regulated investment 

companies, such as the Fund. These 

requirements limit the exposure of the 

Fund to commodities and CommodityLinked Instruments. The Subsidiary has 

the same investment objective as the 

Fund. Unlike the Fund, the Subsidiary 

is not restricted in the level of 

investments it may make in 

commodities and Commodity-Linked 

Instruments. The Subsidiary is 

otherwise subject to the same 

investment restrictions as the Fund, and 

will operate in the same manner as the 

Fund with regard to applicable 

compliance policies and procedures 

(other than investments in CommodityLinked Instruments). Although the 

Subsidiary is not registered under the 

1940 Act, WisdomTree Asset 

Management manages both the Fund 

and the Subsidiary and the Fund’s 

Board of Trustees oversees the operation 

of the Fund and its investment in the 

Subsidiary. The Registration Statement 

states that, since the Subsidiary’s 

investments are consolidated into the 

Fund’s, the Fund’s combined holdings 

must comply with the 1940 Act. The 

Fund is the sole shareholder of the 

Subsidiary and does not expect shares 

of the Subsidiary to be offered or sold 

to other investors. 

The Fund and the Subsidiary will not 

invest in non-U.S. equity securities, 

except that the Fund will invest in 

shares issued by the Subsidiary. 

According to the Registration 

Statement, the Fund is considered to be 

‘‘non-diversified’’ and is not limited by 

the 1940 Act with regard to the 

percentage of its assets that may be 

invested in the securities of a single 

issuer. As a result, the Fund may invest 

more of its assets in the securities of a 

single issuer or a smaller number of 

issuers than if it were classified as a 

diversified fund. Therefore, the Fund 

may be more exposed to the risks 

associated with and developments 

affecting an individual issuer or a small 

number of issuers than a fund that 

invests more widely, which may have a 

greater impact on the Fund’s volatility 

and performance. 

The Fund does, however, intend to 

maintain the level of diversification 

necessary to qualify as a regulated 

investment company (‘‘RIC’’) under 

Subchapter M of the Internal Revenue 

Code of 1986, as amended. The 

Subchapter M diversification tests 

generally require that (i) a Fund invest 

no more than 25% of its total assets in 

securities (other than securities of the 

U.S. government or other RICs) of any 

one issuer or two or more issuers that 

are controlled by a Fund and that are 

engaged in the same, similar or related 

trades or businesses, and (ii) at least 

50% of a Fund’s total assets consist of 

cash and cash items, U.S. government 

securities, securities of other RICs and 

other securities, with investments in 

such other securities limited in respect 

of any one issuer to an amount not 

greater than 5% of the value of a Fund’s 

total assets and 10% of the outstanding 

voting securities of such issuer. These 

tax requirements are generally applied 

at the end of each quarter of a Fund’s 

taxable year. 

The Fund may invest up to an 

aggregate amount of 15% of its net 

assets in illiquid securities. Illiquid 

securities include securities subject to 

contractual or other restrictions on 

resale and other instruments that lack 

readily available markets.10 The 

liquidity of securities purchased by the 

Fund which are eligible for resale 

pursuant to Rule 144A will be 

monitored by the Fund on an ongoing 

basis. In the event that such a security 

is deemed to be no longer liquid, the 

Fund’s holdings will be reviewed to 

determine what action, if any, is 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 8167 

11The 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, generally 4:00 p.m. Eastern time (the 

‘‘NAV Calculation Time’’). NAV per share is 

calculated by dividing the Fund’s net assets by the 

number of Fund shares outstanding. For more 

information regarding the valuation of Fund 

investments in calculating the Fund’s NAV, see the 

Registration Statement. 

12The Bid/Ask Price of the Fund is determined 

using the midpoint of the highest bid and the 

lowest offer on the Exchange as of the time of 

calculation of the Fund’s NAV. The records relating 

to Bid/Ask Prices will be retained by the Fund and/ 

or its service providers. 

13The Core Trading Session is 9:30 a.m. to 4 p.m. 

Eastern time. 

14The Exchange notes that NYSE Arca Equities 

Rule 8.600(d)(2)(B)(ii) provides 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. 

15Under accounting procedures followed by the 

Fund, trades made on the prior business day (‘‘T’’) 

will be booked and reflected in NAV on the current 

business day (‘‘T+1’’). Notwithstanding the 

foregoing, portfolio trades that are executed prior to 

the opening of the Exchange on any business day 

may be booked and reflected in NAV on such 

business day. Accordingly, the Fund will be able to 

disclose at the beginning of the business day the 

portfolio that will form the basis for the NAV 

calculation at the end of the business day. 

required to ensure that the retention of 

such security does not result in the 

Fund having more than 15% of its assets 

invested in illiquid or not readily 

marketable securities. 

The Fund may invest in deposits and 

other obligations of U.S. and non-U.S. 

banks and financial institutions; highquality money market instruments; 

short-term obligations issued or 

guaranteed by the U.S. Treasury or the 

agencies or instrumentalities of the U.S. 

government; short-term securities issued 

or guaranteed by non-U.S. governments, 

agencies and instrumentalities; and 

sovereign debt obligations. The Fund 

may hold a significant portion of its 

assets in inflation indexed bonds and in 

floating rate and adjustable rate 

obligations, such as demand notes, 

bonds, and commercial paper. The Fund 

may hold corporate debt obligations 

with less than 397 calendar days 

remaining to maturity; mortgage backed 

and asset-backed securities. The Fund 

may enter into mortgage ‘‘dollar roll’’ 

transactions with selected banks and 

broker-dealers. The Fund may use 

derivative instruments as part of its 

investment strategies, may engage in 

‘‘short sale’’ transactions; may hold 

commodity-linked derivative 

instruments; may invest in investments 

denominated in non-U.S. currencies, or 

in securities (such as foreign currency 

forward and foreign currency futures 

contracts) that provide exposure to such 

currencies, currency exchange rates or 

interest rates denominated in such 

currencies; may enter into swap 

agreements, including interest rate 

swaps and currency swaps; may enter 

into U.S. or foreign futures contracts 

and options and options on futures 

contracts; and may enter into swap 

agreements and reverse repurchase 

agreements. The Fund may invest in the 

securities of other investment 

companies (including exchange traded 

funds and money market funds) to the 

extent permitted by the 1940 Act. The 

Fund may invest in debt securities and 

other instruments of companies that are 

considered to be in the financial sector, 

including commercial banks, brokerage 

firms, diversified financial services, a 

variety of firms in all segments of the 

insurance industry (such as multi-line, 

property and casualty, and life 

insurance) and real estate related 

companies. 

The Shares 

According to the Registration 

Statement, the Fund issues and redeems 

Shares on a continuous basis at net asset 

value (‘‘NAV’’)11 only in large blocks of 

shares, typically 50,000 shares or more 

(‘‘Creation Unit Aggregations’’), in 

transactions with Authorized 

Participants. Only institutional 

investors who have entered into an 

Authorized Participant agreement [sic] 

purchase or redeem Creation Unit 

Aggregations. The consideration for 

purchase of Creation Unit Aggregations 

of the Fund generally consists of the inkind deposit of a designated portfolio of 

fixed income securities (the ‘‘Deposit 

Securities’’) and an amount of cash (the 

‘‘Cash Component’’). Together, the 

Deposit Securities and the Cash 

Component constitute the ‘‘Fund 

Deposit,’’ which represents the 

minimum initial and subsequent 

investment amount for a Creation Unit 

Aggregation of the Fund. 

Each business day prior to the 

opening of trading the Fund will 

publish the specific securities and 

designated amount of cash included in 

that day’s basket for the Fund through 

the National Securities Clearing 

Corporation (‘‘NSCC’’) or other method 

of public dissemination. The Fund 

reserves the right to accept or pay out 

a basket of securities or cash that differs 

from the published basket. The prices at 

which creations and redemptions occur 

are based on the next calculation of 

NAV after an order is received in proper 

form. 

Creations and redemptions must be 

made by an Authorized Participant or 

through a firm that is either a member 

of the Continuous Net Settlement 

System of the NSCC or a DTC 

participant, and in each case, must have 

executed an agreement with the 

Distributor with respect to creations and 

redemptions of Creation Unit 

Aggregations. 

Additional information regarding the 

Trust and the Shares, including 

investment strategies, risks, creation and 

redemption procedures, fees, portfolio 

holdings disclosure policies, 

distributions and taxes is included in 

the Registration Statement. All terms 

relating to the Fund that are referred to, 

but not defined in, this proposed rule 

change are defined in the Registration 

Statement. 

Availability of Information 

The Fund’s Web site (http:// 

www.wisdomtree.com), which will be 

publicly available prior to the public 

offering of Shares, will include a form 

of the Prospectus for each [sic] Fund 

that may be downloaded. The Web site 

will include additional quantitative 

information updated on a daily basis, 

including, for the Fund: (1) The prior 

business day’s reported NAV, mid-point 

of the bid/ask spread at the time of 

calculation of such NAV (the ‘‘Bid/Ask 

Price’’),12 and a calculation of the 

premium and discount of the Bid/Ask 

Price against the NAV; and (2) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the daily Bid/Ask Price against the 

NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. On each business day, before 

commencement of trading in Shares in 

the Core Trading Session13 on the 

Exchange, the Trust will disclose on its 

Web site the identities and quantities of 

the portfolio of securities and other 

assets (the ‘‘Disclosed Portfolio’’)14 held 

by the Fund and the Subsidiary that will 

form the basis for the Fund’s calculation 

of NAV at the end of the business day.15

The Web site and information will be 

publicly available at no charge. 

In addition, for the Fund, an 

estimated value, defined in NYSE Arca 

Equities Rule 8.600 as the ‘‘Portfolio 

Indicative Value,’’ that reflects an 

estimated intraday value of the Fund’s 

portfolio, will be disseminated. The 

Portfolio Indicative Value will be based 

upon the current value for the 

components of the Disclosed Portfolio 

and 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 

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8168 Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 

16See 17 CFR 240.10A–3. 

17For a list of the current members of ISG, see 

http://www.isgportal.org. The Exchange notes that 

not all of the components of the Disclosed Portfolio 

for the Fund may trade on exchanges that are 

members of ISG. 

Exchange. The dissemination of the 

Portfolio Indicative Value, together with 

the Disclosed Portfolio, will allow 

investors to determine the value of the 

underlying portfolio of the Fund on a 

daily basis and to provide a close 

estimate of that value throughout the 

trading day. 

Investors can also obtain the Trust’s 

Statement of Additional Information 

(‘‘SAI’’), the Fund’s Shareholder Reports, 

and its Form N–CSR and Form N–SAR, 

filed twice a year. The Trust’s SAI and 

Shareholder Reports are available free 

upon request from the Trust, and those 

documents and the Form N–CSR and 

Form N–SAR may be viewed on-screen 

or downloaded from the Commission’s 

Web site at http://www.sec.gov. 

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. Information regarding the 

previous day’s closing price and trading 

volume information will be published 

daily in the financial section of 

newspapers. Quotation and last sale 

information for the Shares will be 

available via the Consolidated Tape 

Association (‘‘CTA’’) high-speed line. 

On a daily basis, the Adviser [sic] will 

disclose for each portfolio security or 

other financial instrument of the Fund 

the following information: ticker symbol 

(if applicable), name of security or 

financial instrument, number of shares 

or dollar value of financial instruments 

held in the portfolio, and percentage 

weighting of the security or financial 

instrument in the portfolio. 

Initial and Continued Listing 

The Shares will be subject to NYSE 

Arca Equities Rule 8.600(d), which sets 

forth the initial and continued listing 

criteria applicable to Managed Fund 

Shares. The Exchange represents that, 

for initial and/or continued listing, the 

Shares must be in compliance with Rule 

10A–316 under the Exchange Act, as 

provided by NYSE Arca Equities Rule 

5.3. A minimum of 100,000 Shares will 

be outstanding at the commencement of 

trading on the Exchange. The Exchange 

will obtain a representation from the 

issuer of the Shares that the net asset 

value per share for the Fund will be 

calculated daily and that the net asset 

value and the Disclosed Portfolio will be 

made available to all market 

participants at the same time. 

Trading Halts 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares of 

the Fund. Shares of the Funds will be 

halted if the ‘‘circuit breaker’’ parameters 

in NYSE Arca Equities Rule 7.12 are 

reached. Trading may be halted because 

of market conditions or for reasons that, 

in the view of the Exchange, make 

trading in the Shares inadvisable. These 

may include: (1) The extent to which 

trading is not occurring in the securities 

comprising the Disclosed Portfolio and/ 

or the financial instruments of the Fund; 

or (2) whether other unusual conditions 

or circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. Trading in the 

Shares will be subject to NYSE Arca 

Equities Rule 8.600(d)(2)(D), which sets 

forth circumstances under which Shares 

of the Fund may be halted. Such rule 

provides that, if the Portfolio Indicative 

Value (as defined in Rule 8.600(c)(3)) of 

a series of Managed Fund Shares is not 

being disseminated as required, the 

Corporation may halt trading during the 

day in which the interruption to the 

dissemination of the Portfolio Indicative 

Value occurs. If the interruption to the 

dissemination of the Portfolio Indicative 

Value persists past the trading day in 

which it occurred, the Corporation will 

halt trading no later than the beginning 

of the trading day following the 

interruption. In addition, if the 

Exchange becomes aware that the net 

asset value or the Disclosed Portfolio 

with respect to a series of Managed 

Fund Shares is not disseminated to all 

market participants at the same time, it 

will halt trading in such series until 

such time as the net asset value or the 

Disclosed Portfolio is available to all 

market participants. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Shares will trade on 

the NYSE Arca Marketplace from 4 a.m. 

to 8 p.m. Eastern time in accordance 

with NYSE Arca Equities Rule 7.34 

(Opening, Core, and Late Trading 

Sessions). The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. The minimum trading 

increment for Shares on the Exchange 

will be $0.01. 

Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products (which 

include Managed Fund Shares) to 

monitor trading in the Shares. The 

Exchange represents that these 

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. 

The Exchange’s current trading 

surveillance focuses on detecting 

securities trading outside their normal 

patterns. When such situations are 

detected, surveillance analysis follows 

and investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The Exchange may obtain information 

via the Intermarket Surveillance Group 

(‘‘ISG’’) from other exchanges who are 

members of ISG.17

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

(‘‘Bulletin’’) of the special characteristics 

and risks associated with trading the 

Shares. Specifically, the Bulletin will 

discuss the following: (1) The 

procedures for purchases and 

redemptions of Shares in Creation Unit 

aggregations (and that Shares are not 

individually redeemable); (2) 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; (3) 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; (4) how information 

regarding the Portfolio Indicative Value 

is disseminated; (5) 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 (6) 

trading information. 

In addition, the Bulletin will 

reference that the Fund is subject to 

various fees and expenses described in 

the Registration Statement. The Bulletin 

will discuss any exemptive, no-action, 

and interpretive relief granted by the 

Commission from any rules under the 

Exchange Act. The Bulletin will also 

disclose that the NAV for the Shares 

will be calculated after 4 p.m. Eastern 

time each trading day. 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 8169 

18 15 U.S.C. 78f(b)(5). 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(5) 18

that an exchange have rules that are 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to, and 

perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest. The 

Exchange believes that the proposed 

rule change will facilitate the listing and 

trading of an additional type of 

exchange-traded product that will 

enhance competition among market 

participants, to the benefit of investors 

and the marketplace. In addition, the 

listing and trading criteria set forth in 

NYSE Arca Equities Rule 8.600 are 

intended to protect investors and the 

public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve the proposed 

rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

The Exchange has requested accelerated 

approval of this proposed rule change 

prior to the 30th day after the date of 

publication of notice in the Federal 

Register. The Commission is 

considering granting accelerated 

approval of the proposed rule change at 

the end of a 15-day comment period. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

No. SR–NYSEArca–2010–04 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2010–04. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, on official business 

days between the hours of 10 a.m. and 

3 p.m. Copies of such filing also will be 

available for inspection and copying at 

the principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2010–04 and 

should be submitted on or before March 

10, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–3464 Filed 2–22–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61517; File No. SR–FINRA– 

2010–006] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change To Amend the 

Codes of Arbitration Procedure To 

Provide for Attorney Representation of 

Non-Party Witnesses in Arbitration 

February 16, 2010. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

22, 2010, the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) (f/ 

k/a National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) filed with the 

Securities and Exchange Commission 

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

rule change as described in Items I, II, 

and III below, which Items have been 

substantially prepared by FINRA. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing to amend Rule 

12602 of the Code of Arbitration 

Procedure for Customer Disputes 

(‘‘Customer Code’’) and Rule 13602 of 

the Code of Arbitration Procedure for 

Industry Disputes (‘‘Industry Code’’) 

(together, ‘‘Codes’’) to provide that a 

non-party witness may be represented 

by an attorney at an arbitration hearing 

while the witness is testifying. 

The text of the proposed rule change 

is available on FINRA’s Web site at 

http://www.finra.org, at the principal 

office of FINRA 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, 

FINRA included statements concerning 

mstockstill on DSKH9S0YB1PROD with NOTICES