55194 Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Notices 

26Nasdaq represents that it determined through 

discussions with its member firms that many firms 

preferred to handle step-outs on a match/compare 

basis, i.e. manually, even when they had a fee 

agreement between them and that it was an 

unnecessary burden for firms to sign separate 

agreements to move fees associated with step-out 

submissions to ACT since this functionality already 

was in place on ACT. 

27 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 58396 

(August 20, 2008), 73 FR 50385 (‘‘Notice’’). 

4Managed Fund Shares are securities that 

represent an interest in a registered investment 

company organized as an open-end management 

investment company or similar entity that invests 

in a portfolio of securities selected by such 

investment company’s investment adviser 

consistent with such investment company’s 

investment objectives and policies. See NYSE Arca 

Equities Rule 8.600(c)(1); Securities Exchange Act 

Release No. 57619 (April 4, 2008), 73 FR 19544 

(April 10, 2008) (SR–NYSEArca–2008–25) 

(approving, among other things, rules permitting 

the listing and trading of Managed Fund Shares). 

5See Post-Effective Amendment No. 14 to 

Registration Statement on Form N–1A for the Trust 

(File Nos. 333–132380 and 811–21864) 

(‘‘Registration Statement’’). The Exchange states 

that the descriptions of the Fund and the Shares 

contained in the Notice are based on information 

in the Registration Statement. 

6WisdomTree Investments, Inc. is the parent 

company of WisdomTree Asset Management. 

7The 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. 28147 (February 6, 2008), 73 FR 7776 

(February 11, 2008) (File No. 812–13470). 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 Exchange states that the Trust’s 

application for exemptive relief under the 1940 Act 

provides that the Fund will comply with 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). 

step-out and fee transfer had initially 

been affirmed.26

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and in 

particular Section 6 of the Act and the 

rules and regulations thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act, that the 

proposed rule change (File No. SR– 

NASDAQ–2008–033), as modified by 

Amendments No. 1 and 2, be and 

hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. E8–22379 Filed 9–23–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58564; File No. SR– 

NYSEArca–2008–86] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Accelerated 

Approval of Proposed Rule Change To 

List and Trade the WisdomTree 

Dreyfus Emerging Markets Fund 

September 17, 2008. 

I. Introduction 

On August 11, 2008, NYSE Arca, Inc. 

(‘‘Exchange’’ or ‘‘NYSE Arca’’), through 

its wholly owned subsidiary, NYSE 

Arca Equities, Inc. (‘‘NYSE Arca 

Equities’’), 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 WisdomTree Dreyfus Emerging 

Markets Fund (‘‘Fund’’). The proposed 

rule change was published for comment 

in the Federal Register on August 26, 

2008.3 The Commission received no 

comment letters on the proposal. This 

order approves the proposed rule 

change on an accelerated basis. 

II. Description of the Proposed Rule 

Change 

The Exchange proposes to list and 

trade the shares (‘‘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.4 The Fund will be an actively 

managed exchange traded fund. The 

Shares will be offered by the 

WisdomTree Trust (‘‘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

A. Description of the Shares and the 

Fund 

WisdomTree Asset Management, Inc. 

(‘‘WisdomTree Asset Management’’) is 

the investment adviser to the Fund.6

The Exchange represents that 

WisdomTree Asset Management is not 

affiliated with any broker-dealer. The 

Bank of New York is the administrator, 

custodian, and transfer agent for the 

Fund. ALPS Distributors, Inc. serves as 

the distributor for the Fund.7

The Fund seeks to earn current 

income reflective of money market rates 

in emerging market currencies available 

to foreign investors, as well as provide 

exposure to changes in the value of 

emerging market currencies relative to 

the U.S. dollar. The Exchange notes that 

because the Fund’s investment objective 

was adopted as a non-fundamental 

investment policy, the Fund’s 

investment objective may be changed 

without a vote of shareholders. 

The Fund seeks to achieve its 

investment objective by investing in 

short-term securities and instruments 

designed to provide exposure to the 

currencies and money market rates of a 

specified set of emerging market 

countries. The set of countries is 

selected and reconstituted on an annual 

basis with similar allocations to each 

country being established (in U.S. dollar 

terms) at the reconstitution date and 

consequently reset each quarter. 

Although the Fund is actively managed, 

the Exchange states that the Fund would 

strive to adhere to these general 

parameters in both currency selection 

and approximate allocation, unless it is 

believed to be to the detriment of the 

Fund. 

A basket of from five to twelve 

currencies is selected at least annually 

from a pool of eligible currencies to 

provide a representative and diversified 

proxy for developing market currencies 

relative to the U.S. dollar. Countries and 

their capital markets are first classified 

as frontier, emerging, developing, and 

developed markets based on a number 

of quantitative and qualitative factors to 

determine eligibility. Only the 

currencies of countries and capital 

markets classified as developing or 

emerging markets will be deemed 

eligible. The selection of the constituent 

currencies is then driven by the 

liquidity and tradability of the 

individual currencies, a country’s 

economic and capital market 

development, and optimized regional 

and economic diversification. The Fund 

attempts to invest in instruments that 

provide exposure to the most liquid 

currencies in the geographical regions in 

which the Fund invests. The Fund will 

seek to provide an equally-weighted 

exposure to these currencies. The Fund 

will be rebalanced on a quarterly basis 

to maintain this equal weighting. The 

basket will be reconstituted each year 

following a similar classification and 

selection process. Significant events, 

such as the reclassification of a 

country’s currency from developing to 

developed, may cause the Fund to 

reconstitute its portfolio more 

frequently than annually. At launch, the 

Fund initially will select a subset of the 

following markets: Brazil, Chile, China, 

the Czech Republic, Hungary, India, 

Malaysia, Mexico, Poland, Russia, South 


jlentini on PROD1PC65 with NOTICES
Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Notices 55195 

8 Data for the currencies of these countries is 

included in the Bank for International Settlements 

Triennial Central Bank Survey, December 2007 

(‘‘BIS Survey’’). The Fund will invest in 

instruments that provide exposure to currencies 

selected from the top 42 currencies in the chart 

included in the BIS Survey (Currency distribution 

of foreign exchange turnover), reflecting the 

percentage share of average daily turnover for the 

applicable month and year. 

9The Fund may pursue its objectives through 

direct investments in money market instruments 

issued by entities in the applicable non-U.S. 

country and denominated in the applicable nonU.S. currency when WisdomTree Asset 

Management believes it is in the best interest of the 

Fund to do so. The decision to secure exposure 

directly or indirectly will be a function of, among 

other things, market accessibility, credit exposure, 

and tax ramifications for foreign investors. If the 

Fund pursues direct investment, eligible 

investments will include short-term securities 

issued by the applicable foreign government and its 

agencies or instrumentalities, bank debt obligations 

and time deposits, bankers’ acceptances, 

commercial paper, short-term corporate debt 

obligations, mortgage-backed securities, and assetbacked securities. 

10The 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 LLC, generally 4 p.m. Eastern time 

(‘‘ET’’). The NAV per share is calculated by 

dividing the Fund’s net assets by the number of 

Fund Shares outstanding. The Exchange states that 

additional information regarding the valuation of 

Fund investments in calculating the Fund’s NAV 

can be found in the Registration Statement. 

11The 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 

its service providers. 

12See NYSE Arca Equities Rule 7.34. The Core 

Trading Session is from 9:30 a.m. to 4 p.m. ET. 

13See NYSE Arca Equities Rule 8.600(c)(2) 

(defining Disclosed Portfolio as the identities and 

quantities of the securities and other assets held by 

the investment company that will form the basis for 

the investment company’s calculation of NAV at the 

end of the business day). 

14Under 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. 

Africa, South Korea, Taiwan, Turkey, 

and Thailand.8

The Exchange adds that, in addition 

to using the BIS Survey to assess 

liquidity, the Fund’s portfolio managers 

also will use information about 

transaction volume, bid-ask spreads, 

and average transaction size in each 

currency and in contracts and 

derivatives on such currencies to assess 

liquidity, obtaining this information 

through market observation, 

subscription services, and from publicly 

available sources. 

The Exchange notes that, because the 

market for money market instruments in 

these countries generally is less liquid 

and accessible to foreign investors than 

corresponding markets in more 

developed economies, the Fund intends 

to achieve exposure to the applicable 

non-U.S. market(s) by investing 

primarily in short-term U.S. money 

market securities and in forward 

currency contracts and swaps, the 

combination of which is designed to 

create a position economically similar to 

a money market instrument 

denominated in a non-U.S. currency.9

The Fund generally will maintain a 

weighted average portfolio maturity of 

90 days or less, will not purchase any 

money market instrument with a 

remaining maturity of more than 397 

calendar days, and will not invest in 

non-U.S. equity securities. The 

Exchange notes that the Fund will issue 

and redeem Shares on a continuous 

basis at net asset value (‘‘NAV’’) 10 only 

in large blocks of shares, typically 

50,000 shares or more (‘‘Creation 

Units’’), in transactions with authorized 

participants. Creation Units of the Fund 

are usually issued in exchange for cash, 

and redemptions are effected usually in 

exchange for a basket of U.S. money 

market instruments and/or a designated 

amount of cash. Once created, Shares of 

the Fund trade on the secondary market 

in amounts less than a Creation Unit. 

The Exchange states that more 

information regarding the Shares and 

the Fund, including investment 

strategies, risks, creation and 

redemption procedures, fees, portfolio 

holdings disclosure policies, 

distributions, and taxes, can be found in 

the Registration Statement. 

B. Availability of Information 

The Fund’s Web site 

(www.wisdomtree.com), which will be 

publicly available prior to the public 

offering of the Shares, will include a 

downloadable form of the prospectus for 

the Fund. The Web site will include 

additional quantitative information for 

the Fund, updated on a daily basis, 

including: (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’’),11 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 the Core Trading Session 12

on the Exchange, the Trust will disclose 

on its Web site the identities and 

quantities of the portfolio of securities 

and other assets (‘‘Disclosed 

Portfolio’’) 13 held by the Fund that will 

form the basis for the Fund’s calculation 

of NAV at the end of the business day.14

In addition, an estimated value, 

defined in NYSE Arca Equities Rule 

8.600(c)(3) as the ‘‘Portfolio Indicative 

Value,’’ which 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 the Exchange at 

least every 15 seconds during the Core 

Trading Session through the facilities of 

the Consolidated Tape Association. The 

Exchange states that 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. 

The Exchange further states that 

information regarding market price and 

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. 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 regarding the 

Shares will be available via the 

Consolidated Tape Association highspeed line. 

C. 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. A minimum of 100,000 Shares 

will be required to be outstanding at the 

commencement of trading. The 

Exchange states that this minimum 

number of Shares required to be 

outstanding is comparable to 

requirements that have been applied to 

previously listed series of exchangetraded funds. The Exchange believes 

that the proposed minimum number of 

Shares outstanding at the start of trading 

will be sufficient to provide market 

liquidity. In addition, the Exchange 

states that it will obtain a representation 

from the Trust prior to the listing of the 

Fund Shares that the NAV per Share 

will be calculated daily and that the 

NAV and Disclosed Portfolio will be 

made available to all market 


jlentini on PROD1PC65 with NOTICES
55196 Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Notices 

15E-mail from Tim Malinowski, Director, NYSE 

Euronext, to Edward Cho, Special Counsel, Division 

of Trading and Markets, Commission, dated 

September 11, 2008. See NYSE Arca Equities Rule 

8.600(d)(1). 

16See 17 CFR 240.10A–3. 

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

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. 

18NYSE Arca Equities Rule 9.2(a) provides that 

an ETP Holder, before recommending a transaction, 

must have reasonable grounds to believe that the 

recommendation is suitable for the customer based 

on any facts disclosed by the customer as to his 

other security holdings and as to his financial 

situation and needs. Further, the rule provides, 

with a limited exception, that prior to the execution 

of a transaction recommended to a non-institutional 

customer, the ETP Holder shall make reasonable 

efforts to obtain information concerning the 

customer’s financial status, tax status, investment 

objectives, and any other information that the ETP 

Holder believes would be useful to make a 

recommendation. See Securities Exchange Act 

Release No. 54026 (June 21, 2006), 71 FR 36850 

(June 28, 2006) (SR–PCX–2005–115). 

19 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 20 15 U.S.C. 78f(b)(5). 

21 15 U.S.C. 78k–1(a)(1)(C)(iii). 

participants at the same time.15 The 

Exchange further represents that, for 

initial and/or continued listing, the 

Shares must be in compliance with Rule 

10A–3 under the Act,16 as provided by 

NYSE Arca Equities Rule 5.3. 

D. 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 Fund 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. Finally, trading in 

the Shares will be subject to NYSE Arca 

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

forth specific circumstances under 

which trading in the Shares of the Fund 

may/must be halted. 

E. 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. The Shares will trade 

on the NYSE Arca Marketplace from 4 

a.m. to 8 p.m. ET, in accordance with 

NYSE Arca Equities Rule 7.34 (Opening, 

Core, and Late Trading Sessions). The 

Exchange states that it has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. The 

minimum trading increment for the 

Shares on the Exchange will be $0.01. 

F. Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products (which 

includes 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 states 

that it 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. 

G. 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),18 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 

and will discuss any exemptive, noaction, and interpretive relief granted by 

the Commission from any rules under 

the Act. The Bulletin will also disclose 

that the NAV for the Shares will be 

calculated after 4 p.m. ET each trading 

day. 

III. Discussion and Commission’s 

Findings 

After careful consideration, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.19 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with the requirements of Section 6(b)(5) 

of the Act,20 which requires, among 

other things, that the Exchange’s rules 

be designed to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, 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, for the Shares to 

be listed and traded on the Exchange, 

such Shares must be in compliance with 

the initial and continued listing 

requirements under NYSE Arca Equities 

Rule 8.600. 

The Commission believes that the 

proposal to list and trade the Shares on 

the Exchange is consistent with Section 

11A(a)(1)(C)(iii) of the Act 21 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 disseminated by means of the 

facilities of the Consolidated Tape 

Association. In addition, the Portfolio 

Indicative Value will be updated and 

disseminated at least every 15 seconds 

during the Core Trading Session on the 

Exchange through the facilities of the 

Consolidated Tape Association, and, on 

each business day before 

commencement of the Core Trading 

Session, the Trust will disseminate the 

Disclosed Portfolio on its Web site. The 

Commission also notes that information 


jlentini on PROD1PC65 with NOTICES
Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Notices 55197 

22See supra note 15 and accompanying text. 

23See NYSE Arca Equities Rule 8.600(d)(2)(C)(ii). 

24See NYSE Arca Equities Rule 8.600(c)(4) 

(defining Reporting Authority). 

25 17 CFR 240.10A–3. 

26The Commission notes that the Fund will not 

invest in non-U.S. equity securities and believes 

that the Exchange’s rules and procedures are 

adequate with respect to the trading of the Shares. 

The Commission, however, notes that other 

proposed series of Managed Fund Shares may 

require additional Exchange rules and procedures 

to govern their listing and trading on the Exchange. 

For example, in the case of a proposed series of 

Managed Fund Shares that are based on a portfolio, 

at least in part, of non-U.S. equity securities, rules 

relating to comprehensive surveillance sharing 

agreements and quantitative initial and continued 

listing standards may be required. 

27See, e.g., Securities Exchange Act Release No. 

57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) 

(SR–NYSEArca–2008–31) (approving the listing and 

trading of 12 actively managed exchange-traded 

funds of the WisdomTree Trust, including 11 

international currency funds and one U.S. current 

income fund, pursuant to NYSE Arca Equities Rule 

8.600). 

28 15 U.S.C. 78s(b)(2). 

29 Id. 

30 17 CFR 200.30–3(a)(12). 

regarding market price and volume of 

the Shares is and will be continually 

available on a real-time basis throughout 

the day through electronic means, and 

the previous day’s closing price and 

trading volume information will be 

published daily in the financial section 

of newspapers. Additionally, the 

following information will be available 

on the Funds’ Web site 

(www.wisdomtree.com), which will be 

publicly accessible at no charge: (1) The 

prior business day’s reported NAV, the 

Bid/Ask Price, 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. 

Furthermore, the Commission 

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 is required to obtain a 

representation from the Trust, prior to 

listing, that the NAV per Share will be 

calculated daily, and that the NAV and 

the Disclosed Portfolio will be made 

available to all market participants at 

the same time.22 The Exchange may 

consider the suspension of trading in, or 

removal from listing of, the Shares if the 

value of the Portfolio Indicative Value is 

no longer calculated or available or the 

Disclosed Portfolio is not made 

available to all market participants at 

the same time.23 In addition, NYSE Arca 

Equities Rule 8.600(d)(2)(B)(ii) requires 

that the Reporting Authority 24 that 

provides the Disclosed Portfolio 

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. Lastly, the 

Commission notes that 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 

that, if WisdomTree Asset Management 

becomes affiliated with a broker-dealer, 

WisdomTree Asset Management must 

erect a firewall between it and such 

broker-dealer with respect to access to 

information concerning the composition 

and/or changes to the investment 

portfolio of the Funds, in accordance 

with Commentary .07 to NYSE Arca 

Equities Rule 8.600. 

Though the Exchange has stated that 

the Fund’s investment objective may be 

changed without a vote of shareholders, 

an Exchange’s obligations under Section 

19(b) of the Act and Rule 19b–4 

thereunder are independent of any 

requirements that may apply to the 

Fund’s issuer. Thus, the Exchange must 

monitor changes to the Shares, 

including any change to the Fund’s 

investment objective. The Exchange 

must assess whether any changes to the 

Shares would require it to submit a 

proposed rule change in accordance 

with Section 19(b)(1) of the Act and 

Rule 19b–4 thereunder or take any other 

action as appropriate, including halting 

trading of the Shares. 

The Commission further believes that 

the trading rules and procedures to 

which the Shares will be subject 

pursuant to this proposal are consistent 

with the Act. The Exchange has 

represented that the Shares are equity 

securities subject to Exchange’s rules 

governing the trading of equity 

securities. 

In support of this proposal, the 

Exchange has made the following 

representations: 

1. The Shares will be subject to the 

initial and continued listing criteria 

applicable to Managed Fund Shares. In 

addition, for initial and/or continued 

listing, the Shares must comply with 

Rule 10A–3 under the Act,25 as 

provided by NYSE Arca Equities Rule 

5.3. 

2. The Exchange will rely on its 

existing surveillance procedures 

applicable to derivative products, which 

will include Managed Fund Shares.26

The Exchange’s surveillance procedures 

are adequate to properly monitor the 

trading of the Shares in all trading 

sessions and to deter and detect 

violations of Exchange rules and 

applicable federal securities laws. 

3. Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares, 

prospectus delivery requirements, and 

other information, as described in more 

detail herein. 

For the foregoing reasons, the 

Commission believes that the proposal 

to list and trade the Shares is consistent 

with the Act and finds good cause for 

approving the proposed rule change. 

This approval order is based on the 

Exchange’s representations. 

The Commission finds good cause for 

approving the proposed rule change 

before the 30th day after the date of 

publication of notice of filing thereof in 

the Federal Register. The Commission 

notes that the investment objective of 

the Fund is similar to those applicable 

to other Managed Fund Shares, the 

listing and trading of which the 

Commission has previously approved 

for the Exchange.27 The Commission 

further notes that the Fund will invest 

in instruments that provide exposure to 

currencies selected only from the top 42 

currencies in the chart included in the 

BIS Survey (Currency distribution of 

foreign exchange turnover), reflecting 

the highest percentage shares of average 

daily turnover for the applicable month 

and year. Accelerated approval of the 

proposed rule change should provide 

additional choices for investors in, and 

promote additional competition in the 

market for, Managed Fund Shares. 

Therefore, the Commission finds good 

cause, consistent with Section 19(b)(2) 

of the Act,28 to approve the proposed 

rule change on an accelerated basis. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,29 that the 

proposed rule change (SR–NYSEArca– 

2008–86) be, and it hereby is, approved 

on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. E8–22308 Filed 9–23–08; 8:45 am] 

BILLING CODE 8010–01–P 


jlentini on PROD1PC65 with NOTICES