Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 32653 

1At least 85% of the Fund’s assets will be 

invested such that (a) the Fund reasonably believes 

that an asset can be sold or disposed of in the 

ordinary course of business at approximately the 

price used in computing the Fund’s net asset value 

(‘‘NAV’’), in a period equal to the Fund’s period for 

paying redemption proceeds (the period between 

tender and the Redemption Payment Date, as 

defined herein), or (b) an asset must mature before 

the next Redemption Payment Date. 

will be held on Wednesday, August 5, 

2009, from 2:30 p.m. to 5 p.m. in room 

401. Information regarding the 45th 

AIAA/ASME/SAE/ASEE Joint 

Propulsion Conference & Exhibit is 

available at the AIAA Web site: http:// 

www.aiaa.org. Note: Persons solely 

attending this ASTS public meeting do 

not need to register for the AIAA 

Conference and Exhibit to attend this 

public meeting. There will be no 

admission charge for persons solely 

attending the public meeting. Colorado 

Convention Center facility information 

is available at the: http:// 

www.denverconvention.com/ Web site. 

Seating is limited and will be on a first 

come, first served basis. 

FOR FURTHER INFORMATION CONTACT: 

Additional information and links to E.O. 

13419, the National Aeronautics 

Research and Development Policy, the 

National Plan for Aeronautics Research 

and Development and Related 

Infrastructure, and the Technical 

Appendix—National Plan for 

Aeronautics Research and Development 

and Related Infrastructure are available 

by visiting the Office of Science and 

Technology Policy’s NSTC Web site at: 

http://www.ostp.gov/nstc/aeroplans or 

by calling 202–456–6601. 

SUPPLEMENTARY INFORMATION: E.O. 

13419 and the National Aeronautics 

Research and Development Policy call 

for executive departments and agencies 

conducting aeronautics research and 

development (R&D) to engage industry, 

academia and other non-Federal 

stakeholders in support of government 

planning and performance of 

aeronautics R&D. At this meeting, ASTS 

members will discuss the structure and 

content of the Plan and receive 

consultation regarding the biennial 

update to the Plan. The desired outcome 

of the meeting is to obtain facts and 

information from individuals regarding 

aeronautics R&D that should be 

included or deleted from the national 

aeronautics R&D goals and objectives 

related to: Mobility; national security 

and homeland defense; aviation safety; 

and energy and the environment 

currently contained in the Plan. 

M. David Hodge, 

Operations Manager, OSTP. 

[FR Doc. E9–16062 Filed 7–7–09; 8:45 am] 

BILLING CODE 3170–W9–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28806; File No. 812–13421] 

Federated Core Trust III, et al.; Notice 

of Application 

June 30, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 22(e) of the Act and rule 

22c–1 under the Act. 

SUMMARY: Summary of Application: 

Applicants request an order to permit a 

series of a registered open-end 

management investment company 

whose outstanding securities are owned 

exclusively by persons who are 

qualified purchasers, as defined in the 

Act, to operate as an extended payment 

fund. 

APPLICANTS: Federated Core Trust III 

(‘‘Trust’’) and Federated Investment 

Management Company (‘‘Adviser’’). 

DATES: Filing Dates: The application 

was filed on August 31, 2007 and 

amended on November 15, 2007, July 

21, 2008, September 8, 2008, November 

21, 2008, and June 29, 2009. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on July 24, 2009, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. Applicants: 5800 Corporate Drive, 

Pittsburgh, Pennsylvania 15237–7000. 

FOR FURTHER INFORMATION CONTACT: 

Courtney S. Thornton, Senior Counsel, 

at (202) 551–6812, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm, or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Trust was organized as a 

Delaware statutory trust on August 29, 

2007, and filed Form N–8A on July 21, 

2008. On July 22, 2008, the Trust filed 

Form N–1A to register its nondiversified series, Federated Project and 

Finance Core Fund (the ‘‘Fund’’), under 

the Act. 

2. The Adviser, a wholly-owned 

subsidiary of Federated Investors, Inc., 

is an investment adviser registered 

under the Investment Advisers Act of 

1940. The Adviser will serve as 

investment adviser to the Fund. 

3. The investment objective of the 

Fund will be to provide total return 

comprised primarily from income 

arising out of investment in tradefinance and related securities and 

instruments. The Fund will invest 

primarily in trade, structured-trade, 

export and project finance or related 

assets of companies or other entities 

(including sovereign entities) located in 

developed markets as well as emerging 

markets. Applicants expect that a 

substantial portion of the Fund’s assets 

will consist of a variety of trade finance 

securities and instruments that may not 

be readily sold and converted to cash 

within seven days. The Fund’s 

investments, however, although less 

liquid than permissible for an open-end 

investment company in the absence of 

exemptive relief, will not be illiquid on 

a relative basis.1 The board of trustees 

(‘‘Board’’) of the Fund will approve 

written procedures reasonably designed 

to ensure that the Fund’s portfolio assets 

are sufficiently liquid so that the Fund 

can comply with its fundamental policy 

on redemptions, taking into account 

current market conditions and the 

Fund’s investment objectives. The 

Board will review the procedures and 

the overall composition of the portfolio 

at least annually. 

4. Shares of the Fund will not be 

registered under the Securities Act of 

1933 (the ‘‘1933 Act’’); they will be 

offered and sold only in private 

mstockstill on DSKH9S0YB1PROD with NOTICES

32654 Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 

2 If the Redemption Pricing Date falls on a 

weekend or a holiday, the price of the redeemed 

shares will be determined as of the closing NAV of 

the Fund on the preceding business day. 

3The Fund will value its securities consistent 

with the requirements of section 2(a)(41) of the Act. 

Section 2(a)(41) defines value with respect to assets 

of a registered investment company (a) with respect 

to securities for which market quotations are readily 

available as the market value of such securities, and 

(b) with respect to other securities and assets as fair 

value determined in good faith by the board of 

directors of the investment company. The Fund will 

calculate its NAV daily and will sell its shares at 

the NAV per share next calculated after a purchase 

request is received. 

placement transactions to ‘‘accredited 

investors,’’ as defined in Regulation D of 

the 1933 Act, that are also ‘‘qualified 

purchasers,’’ as defined in section 

2(a)(51) of the Act and the rules 

thereunder (‘‘Qualified Purchasers’’). 

Applicants anticipate that the Fund will 

serve initially as a ‘‘core fund’’ that 

would provide access to this asset class 

to other registered investment 

companies both within and outside the 

Federated group of investment 

companies. The Fund will adopt a 

policy to permit the transfer of its shares 

only to other Qualified Purchasers. 

5. Applicants have determined to 

register the Fund under the Act, rather 

than rely on section 3(c)(7) of the Act, 

in order to offer the Act’s protections to 

the registered funds and other investors 

that will invest in the Fund. Applicants 

will register the Fund under the Act as 

an open-end, rather than as a closedend, investment company, because the 

Fund’s portfolio will be liquid enough 

to accept redemption requests daily and 

pay redemption proceeds within 31 

days thereafter. Applicants state that a 

closed-end fund would not be able to 

offer redeemable securities and could 

tend to trade in the aftermarket at a 

discount to NAV. 

6. The Fund seeks exemptions from 

section 22(e) of the Act and rule 22c–1 

under the Act to the extent necessary to 

permit the Fund to operate as an 

extended payment fund. As such, the 

Fund will accept redemption requests 

daily, price shares tendered for 

redemption 24 days after receipt of the 

tender (the ‘‘Redemption Pricing Date’’), 

and pay redemption proceeds within 

thirty-one days after a redemption 

request (the ‘‘Redemption Payment 

Date’’).2 Shares tendered for redemption 

will participate proportionately in the 

Fund’s gains and losses during the 

period of time between the notice of 

tender for redemption and the 

Redemption Pricing Date. 

7. The Fund will adopt a fundamental 

policy specifying its redemption 

procedures, including the timing of key 

redemption dates. This policy will be 

disclosed in the Fund’s offering 

memorandum. Modification of this 

policy will require authorization by the 

vote of a majority of the Fund’s 

outstanding voting securities and 

approval by the Commission or its staff. 

Applicants’ Legal Analysis 

1. Rule 22c–1 under the Act generally 

requires a registered open-end 

investment company to sell, redeem, or 

repurchase its securities at the price 

based on the current NAV of such 

security next computed after receipt of 

a tender of such security for 

redemption.3 Applicants state that rule 

22c–1 was designed primarily to 

address the practice of ‘‘backward 

pricing’’ of fund shares. That practice 

involved pricing fund shares for 

purchase or redemption based on the 

NAV determined prior to the purchase 

or redemption request. This pricing 

mechanism enabled a fund’s insiders to 

engage in ‘‘riskless trading’’ by buying 

shares at an NAV that they knew was 

likely to increase because of market 

action after the shares were priced. 

Applicants assert that, in effect, 

backward pricing created the possibility 

that some investors could trade fund 

shares at the expense of non-redeeming 

shareholders. Rule 22c–1 eliminates this 

problem by requiring ‘‘forward pricing,’’ 

or pricing fund shares at the close of the 

market after a purchase or redemption 

request is received. Under rule 22c–1, 

an open-end equity fund typically 

computes the value of shares tendered 

for redemption on any given day at 4 

p.m. on that day. 

2. Applicants propose that the Fund 

redeem shares at the NAV per share 

calculated 24 days after the shares are 

tendered. Applicants assert that their 

proposal does not raise the concern of 

‘‘backward pricing’’ because shares will 

be priced only after a tender for 

redemption is received. Applicants state 

that the Fund’s pricing timeline will be 

clearly disclosed and is consistent with 

the Act because it will treat all investors 

equally and not dilute non-redeeming 

shareholders’ interests. In addition, all 

investors in the Fund will be Qualified 

Purchasers, who are capable of 

understanding the risks presented by 

the Fund’s redemption policy. 

3. Section 22(e) of the Act provides 

that a registered investment company 

may not suspend the right of 

redemption or postpone the date of 

payment or satisfaction upon 

redemption of any redeemable security 

in accordance with its terms for more 

than seven days after the tender of the 

security to the company. Applicants 

request an exemption from section 22(e) 

to permit the Fund to pay redemption 

proceeds within 7 days after the 

Redemption Pricing Date (or 31 days 

after the tender of shares for 

redemption). 

4. Applicants state that the primary 

purpose of section 22(e) is to address 

the abusive practices of early open-end 

companies that claimed that their 

securities were redeemable, only to then 

institute barriers to redemption. 

Applicants represent that the Fund’s 

policies will not raise the possibility of 

such abuses. The Fund’s redemption 

policy will be a fundamental policy 

changeable only by a majority vote of its 

shareholders and the approval of the 

Commission or its staff. Applicants 

undertake to disclose the Fund’s 

redemption policy on the cover page of 

its offering memorandum and in any 

marketing materials, and to refrain from 

holding itself out as a ‘‘mutual fund.’’ 

Most importantly, the Fund will limit 

its investors to Qualified Purchasers, 

who are highly sophisticated investors 

capable of understanding the Fund’s 

redemption policy and its associated 

risks. 

5. In 1992, the Commission proposed 

rule 22e–3 under the Act that set forth 

an ‘‘extended payment fund’’ structure 

identical to that proposed for the Fund. 

The Commission’s proposal was 

designed to permit a registered 

investment company that could both 

offer redeemable securities and invest in 

assets, including less liquid foreign 

securities, that did not meet the sevenday liquidity standard for traditional 

open-end funds. 

6. Under proposed rule 22e–3, an 

open-end fund could make payment 

upon redemption of its securities up to 

31 days after tender of the securities to 

the fund at NAV determined on the next 

redemption pricing date following the 

tender, provided that: (a) The fund did 

so pursuant to a fundamental policy, 

setting forth the number of days 

between a tender and the next 

redemption pricing and payment dates, 

changeable only with approval of a 

majority of the fund’s outstanding 

voting securities; (b) at least 85% of the 

fund’s assets consisted of assets that 

either (i) may be sold in the ordinary 

course of business at approximately the 

price used to compute the fund’s NAV, 

within the period between the tender 

and the next redemption payment date, 

or (ii) mature by the next redemption 

payment date; and (c) the fund does not 

hold itself out to investors as a mutual 

fund. The Fund will comply with these 

requirements. 

7. Section 6(c) of the Act permits the 

Commission to exempt any person or 

transaction from any provision of the 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 32655 

1Every existing entity that currently intends to 

rely on the requested order is named as an 

applicant. Any existing or future entity that relies 

on the order in the future will do so only in 

accordance with the terms and conditions in the 

application. The distributor of the Funds does not 

intend to rely on the requested order. 

Act if the exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policies of the Act. 

Applicants believe that the relief is 

appropriate because the Fund can 

provide a convenient and cost-effective 

means of accessing certain asset classes 

that provide potentially favorable 

returns and can produce administrative 

and other efficiencies and diversify risk 

across a number of investments. 

Applicants also believe that the 

requested relief is consistent with the 

protection of investors because shares of 

the Fund will be available only to 

Qualified Purchasers. Finally, 

applicants state that the relief is 

consistent with the purposes intended 

by the policies of the Act because, as 

discussed above, it does not raise the 

concerns addressed by section 22(e) of 

the Act and rule 22c–1 thereunder. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. The Fund’s outstanding securities 

will be owned exclusively by persons 

who are Qualified Purchasers, as 

defined in section 2(a)(51) of the Act 

and the rules thereunder. 

2. The Fund will adopt a fundamental 

policy, which may be changed only by 

a majority vote of the outstanding voting 

securities of the Fund and only upon 

approval by the Commission or its staff, 

that will specify the circumstances in 

which the Fund will redeem its shares, 

such that (a) the Fund will have a 31 

day rolling deadline to pay redemptions 

after a shareholder has requested 

redemption, and (b) will calculate its 

NAV applicable to a redemption request 

on the next Redemption Pricing Date 

following a redemption request, which 

will be 24 days after a shareholder has 

requested redemption. 

3. At least 85% of the assets of the 

Fund will consist of assets: 

(a) That the Fund reasonably believes 

may be sold or disposed of in the 

ordinary course of business, at 

approximately the price used in 

computing the Fund’s NAV, within the 

period between a tender of shares and 

the next Redemption Payment Date, or 

(b) That mature by the next 

Redemption Payment Date. 

4. The Board of the Fund, including 

a majority of the disinterested trustees, 

will adopt written procedures designed 

to ensure that the Fund will comply 

with the terms and conditions of the 

requested order. The Board will review 

these procedures at least annually and 

approve such changes as it deems 

necessary. 

5. The Fund will not hold itself out 

as a ‘‘mutual fund.’’ The Fund will 

disclose its redemption policy on the 

cover page of its offering memorandum 

and in any marketing materials. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–16000 Filed 7–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28804; 812–13642] 

WisdomTree Asset Management, Inc. 

and WisdomTree Trust; Notice of 

Application 

June 29, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from rule 12d1–2(a) under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit funds of 

funds relying on rule 12d1–2 under the 

Act to invest in certain financial 

instruments. 

APPLICANTS: WisdomTree Asset 

Management, Inc. (the ‘‘Adviser’’) and 

WisdomTree Trust (the ‘‘Trust’’). 

FILING DATE: The application was filed 

on March 13, 2009 and amended on 

June 26, 2009. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on July 23, 2009 and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090; Applicants, 380 Madison Avenue, 

21st Floor, New York, NY 10017. 

FOR FURTHER INFORMATION CONTACT: 

Bruce MacNeil, Senior Counsel, at (202) 

551–6817, or Julia Kim Gilmer, Branch 

Chief, at (202) 551–6821 (Division of 

Investment Management, Office of 

Investment Company Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Trust is organized as a 

Delaware statutory trust and is 

registered under the Act as an open-end 

management investment company. The 

Adviser is organized as a Delaware 

corporation and is registered as an 

investment adviser under the 

Investment Advisers Act of 1940, as 

amended. The Adviser serves as the 

investment adviser to each existing 

series of the Trust (together with future 

series of the Trust, the ‘‘Funds’’). 

2. Applicants request the exemption 

on behalf of the Trust, the Funds, and 

all other existing or future open-end 

management investment companies or 

series thereof advised by the Adviser or 

an entity controlling, controlled by, 

under common control with the Adviser 

that are registered under the Act and are 

in the same group of investment 

companies, as defined in section 

12(d)(1)(G) of the Act, as the Trust 

(together with the Funds, the 

‘‘Applicant Funds’’). The exemption 

would permit an Applicant Fund that 

may invest in other Applicant Funds in 

reliance on Section 12(d)(1)(G) of the 

Act, and that is eligible to invest in 

securities (as defined in section 2(a)(36) 

of the Act) in reliance on rule 12d1–2 

under the Act (‘‘Fund of Funds’’), to 

also invest, to the extent consistent with 

its investment objective, policies, 

strategies and limitations, in financial 

instruments that may not be securities 

within the meaning of section 2(a)(36) of 

the Act (‘‘Other Investments’’).1

3. Consistent with its fiduciary 

obligations under the Act, each Fund of 

Funds’ board of trustees or directors 

will review the advisory fees charged by 

the Fund of Funds’ investment adviser 

to ensure that they are based on services 

provided that are in addition to, rather 

mstockstill on DSKH9S0YB1PROD with NOTICES