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

32656 Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 

1 15 U.S.C. 78s(b)(3)(C). 

2 15 U.S.C. 78s(b)(3)(A). 

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

4 15 U.S.C. 78s(b)(1). 

5 Id. 

6 15 U.S.C. 78s(b)(2). 

7 15 U.S.C. 78f(b)(4). 

than duplicative of, services provided 

pursuant to the advisory agreement of 

any investment company in which the 

Fund of Funds may invest. 

Applicants’ Legal Analysis 

1. Section 12(d)(1)(A) of the Act 

provides that no registered investment 

company (‘‘acquiring company’’) may 

acquire securities of another investment 

company (‘‘acquired company’’) if such 

securities represent more than 3% of the 

acquired company’s outstanding voting 

stock or more than 5% of the acquiring 

company’s total assets, or if such 

securities, together with the securities of 

other investment companies, represent 

more than 10% of the acquiring 

company’s total assets. Section 

12(d)(1)(B) of the Act provides that no 

registered open-end investment 

company may sell its securities to 

another investment company if the sale 

will cause the acquiring company to 

own more than 3% of the acquired 

company’s voting stock, or cause more 

than 10% of the acquired company’s 

voting stock to be owned by investment 

companies and companies controlled by 

them. 

2. Section 12(d)(1)(G) of the Act 

provides that section 12(d)(1) will not 

apply to securities of an acquired 

company purchased by an acquiring 

company if: (a) The acquiring company 

and acquired company are part of the 

same group of investment companies; 

(b) the acquiring company holds only 

securities of acquired companies that 

are part of the same group of investment 

companies, government securities, and 

short-term paper; (c) the aggregate sales 

loads and distribution-related fees of the 

acquiring company and the acquired 

company are not excessive under rules 

adopted pursuant to section 22(b) or 

section 22(c) of the Act by a securities 

association registered under section 15A 

of the Exchange Act or by the 

Commission; and (d) the acquired 

company has a policy that prohibits it 

from acquiring securities of registered 

open-end management investment 

companies or registered unit investment 

trusts in reliance on section 12(d)(1)(F) 

or (G) of the Act. 

3. Rule 12d1–2 under the Act permits 

a registered open-end investment 

company or a registered unit investment 

trust that relies on section 12(d)(1)(G) of 

the Act to acquire, in addition to 

securities issued by another registered 

investment company in the same group 

of investment companies, government 

securities, and short-term paper: (1) 

Securities issued by an investment 

company that is not in the same group 

of investment companies, when the 

acquisition is in reliance on section 

12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) 

securities (other than securities issued 

by an investment company); and (3) 

securities issued by a money market 

fund, when the investment is in reliance 

on rule 12d1–1 under the Act. For the 

purposes of rule 12d1–2, ‘‘securities’’ 

means any security as defined in section 

2(a)(36) of the Act. 

4. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security, or transaction from any 

provision of the Act, or from any rule 

under the Act, if such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policies and 

provisions of the Act. 

5. Applicants state that the proposed 

arrangement would comply with the 

provisions of rule 12d1–2 under the Act, 

but for the fact that the Fund of Funds 

may invest a portion of their assets in 

Other Investments. Applicants request 

an order under section 6(c) of the Act 

for an exemption from rule 12d1–2(a) to 

allow the Fund of Funds to invest in 

Other Investments. Applicants assert 

that permitting the Fund of Funds to 

invest in Other Investments as described 

in the application would not raise any 

of the concerns that the requirements of 

section 12(d)(1) were designed to 

address. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Applicants will comply with all 

provisions of rule 12d1–2 under the Act, 

except for paragraph (a)(2) to the extent 

that it restricts any Fund of Funds from 

investing in Other Investments as 

described in the application. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–15999 Filed 7–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 60203; File No. SR–NASDAQ– 

2009–053] 

Securities Exchange Act of 1934; In the 

Matter of The NASDAQ Stock Market 

LLC 

June 30, 2009. 

Order of Summary Abrogation 

Notice is hereby given that the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(3)(C) of the Securities Exchange 

Act of 1934 (‘‘Act’’),1 is summarily 

abrogating a certain proposed rule 

change of The NASDAQ Stock Market 

LLC (‘‘NASDAQ’’ or ‘‘Exchange’’). 

On June 24, 2009, NASDAQ filed SR– 

NASDAQ–2009–053. The proposed rule 

change establishes a four-month pilot 

program that would reduce transaction 

fees for members that trade equities on 

NASDAQ provided that they also make 

markets in options on the NASDAQ 

OMX PHLX, Inc. (‘‘Phlx’’) options 

exchange. The proposed rule change 

was immediately effective upon filing 

with the Commission pursuant to 

Section 19(b)(3)(A) of the Act.2

Pursuant to Section 19(b)(3)(C) of the 

Act,3 at any time within 60 days of the 

date of filing a proposed rule change 

pursuant to Section 19(b)(1) of the Act,4

the Commission may summarily 

abrogate the change in the rules of the 

self-regulatory organization and require 

that the proposed rule change be re-filed 

in accordance with the provisions of 

Section 19(b)(1) of the Act 5 and 

reviewed in accordance with Section 

19(b)(2) of the Act,6 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. 

NASDAQ proposes to offer a reduced 

transaction fee for securities listed on 

NASDAQ and the New York Stock 

Exchange LLC (‘‘NYSE’’) only to 

member firms that: (1) Make markets in 

400 or more options classes as a 

Specialist, Streaming Quote Trader, or 

Remote Streaming Quote Trader on 

Phlx; and (2) add average daily volume 

of 35 million shares of liquidity on 

NASDAQ. Member firms meeting these 

criteria would pay a reduced transaction 

fee of $0.0027 per share executed on 

NASDAQ for securities listed on 

NASDAQ or NYSE. The Commission is 

concerned about whether the proposal 

is consistent with the statutory 

requirements applicable to a national 

securities exchange under the Act, 

including, among other provisions, 

Section 6(b)(4) of the Act,7 which 

requires that the rules of a national 

securities exchange provide for the 

equitable allocation of reasonable dues, 

fees, and other charges among its 

members and issuers and other parties 

mstockstill on DSKH9S0YB1PROD with NOTICES