32678 Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3E-mail from Michael Cavalier, Chief Counsel, 

NYSE Euronext, to Edward Cho, Special Counsel, 

Division of Trading and Markets, Commission, 

dated June 30, 2009 (‘‘June 30 E-mail’’). 

4A 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 advisor 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. 

5The Commission previously approved listing 

and trading on the Exchange of the following 

actively managed funds under Rule 8.600. See 

Securities Exchange Act Release No. 57619 (April 

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

NYSEArca–2008–25) (order approving Rule 8.600 

and Exchange listing and trading of PowerShares 

Active AlphaQ Fund, PowerShares Active Alpha 

Multi-Cap Fund, PowerShares Active Mega-Cap 

Portfolio and PowerShares Active Low Duration 

Portfolio); Securities Exchange Act Release No. 

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

(SR–NYSEArca–2008–31) (order approving 

Exchange listing and trading of twelve activelymanaged funds of the WisdomTree Trust); 

Securities Exchange Act Release No. 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). 

6The Trust is registered under the 1940 Act. On 

June 9, 2009, the Trust filed with the Commission 

Form N–1A under the Securities Act of 1933 (15 

U.S.C. 77a), and under the 1940 Act relating to the 

Fund (File Nos. 333–157876 and 811–22110) 

(‘‘Registration Statement’’). The Trust has also filed 

a Third Amended Application for an Order under 

Sections 6(c) and 17(b) of the Investment Company 

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

certain provisions of the 1940 Act and rules 

thereunder (File No. 812–13488). The description of 

the operation of the Trust and the Fund herein is 

based on the Registration Statement. 

7Underlying ETPs include Investment Company 

Units (as described in NYSE Arca Equities Rule 

5.2(j)(3)); Index-Linked Securities (as described in 

NYSE Arca Equities Rule 5.2(j)(6)); Portfolio 

Depositary Receipts (as described in NYSE Arca 

Equities Rule 8.100); Trust Issued Receipts (as 

described in NYSE Arca Equities Rule 8.200); 

Commodity-Based Trust Shares (as described in 

NYSE Arca Equities Rule 8.201); Currency Trust 

Shares (as described in NYSE Arca Equities Rule 

8.202); Commodity Index Trust Shares (as described 

in NYSE Arca Equities Rule 8.203); Trust Units (as 

described in NYSE Arca Equities Rule 8.500); and 

Managed Fund Shares (as described in NYSE Arca 

Equities Rule 8.600). 

8The Exchange represents that the Advisor, as the 

investment advisor of the Fund, and its related 

personnel, are subject to Investment Advisers Act 

Rule 204A–1. This Rule specifically requires the 

adoption of a code of ethics by an investment 

advisor 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 advisor 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 

advisor to provide investment advice to clients 

unless such investment advisor has (i) adopted and 

implemented written policies and procedures 

reasonably designed to prevent violation, by the 

available publicly. All submissions 

should refer to File Number SR–Phlx– 

2009–54 and should be submitted on or 

before July 29, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–15997 Filed 7–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60195; File No. SR– 

NYSEArca–2009–55] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the Dent Tactical ETF 

June 30, 2009. 

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 June 18, 2009, 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 following under NYSE Arca 

Equities Rule 8.600 (‘‘Managed Fund 

Shares’’): The Dent Tactical ETF. The 

text of the proposed rule change is 

available on the Exchange’s Web site at 

http://www.nyx.com, at the Exchange’s 

principal office, and at the 

Commission’s Public Reference Room.3

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade the following Managed Fund 

Shares 4 (‘‘Shares’’) under NYSE Arca 

Equities Rule 8.600: The Dent Tactical 

ETF (‘‘Fund’’).5 The Shares will be 

offered by AdvisorShares Trust 

(‘‘Trust’’), a statutory trust organized 

under the laws of the State of Delaware 

and registered with the Commission as 

an open-end management investment 

company.6 According to the Registration 

Statement, the Fund is a ‘‘fund of 

funds,’’ which means that the Fund 

seeks to achieve its investment objective 

by investing primarily in other 

exchange-traded funds (‘‘ETFs’’) that are 

registered under 1940 Act and also 

shares of certain exchange-traded 

products that are not registered as 

investment companies under the 1940 

Act (collectively, the ‘‘Underlying 

ETPs’’).7 Unlike certain of the 

Underlying ETPs, which may be based 

on underlying indexes, the Fund will 

not track or replicate a specific index. 

The Fund charges its own expenses and 

also indirectly bears a proportionate 

share of the Underlying ETPs’ expenses. 

Underlying ETPs will be listed on a 

national securities exchange and such 

Underlying ETPs may hold non-U.S. 

issues. 

The investment advisor to the Fund is 

AdvisorShares Investments, LLC (the 

‘‘Advisor’’). The day-to-day portfolio 

management of the Fund is provided by 

HS Dent Investment Management, LLC, 

the sub-advisor to the Fund (‘‘SubAdvisor’’). The Sub-Advisor selects a 

group of Underlying ETPs for the Fund 

in which to invest pursuant to an 

‘‘active’’ management strategy for asset 

allocation, security selection and 

portfolio construction. The Fund will 

periodically change the composition of 

its portfolio to best meet its investment 

objective. Neither the Advisor nor the 

Sub-Advisor is affiliated with a brokerdealer.8

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 32679 

investment advisor 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. 

9See June 30 e-mail, supra, note 3. 

10Terms relating to the Trust and the Shares 

referred to, but not defined, herein are defined in 

the Registration Statement. 

11 17 CFR 4.5. 

12 7 U.S.C. 1 et seq. 

13This diversification standard is contained in 

Section 5(b)(1) of the Investment Company Act of 

1940 (15 U.S.C. 80a). 

14Such fundamental policies may not be changed 

without the vote of a majority of the outstanding 

voting securities of the Fund. 

Description of the Fund 

According to the Registration 

Statement, the Fund’s investment 

objective is long-term growth of capital. 

The Fund Sub-Advisor seeks to achieve 

the Fund’s investment objective by 

identifying, through proprietary 

economic and demographic analysis, 

the overall trend of the U.S. and global 

economies, and then implementing 

investment strategies in asset classes 

that the Sub-Advisor believes will 

benefit from these trends. The SubAdvisor believes its modeling can 

accurately forecast economic trends 

such as gross domestic product (‘‘GDP’’) 

growth and inflation based on its 

research concerning consumer 

spending, consumer debt, consumer 

savings and investment, and 

technological innovation. The SubAdvisor is of the opinion that 

maximizing investment returns depends 

on understanding the right balance of 

asset classes that are favored by 

different fundamental economic trends 

and accurately rebalancing the Fund’s 

investments as the trends emerge. 

According to the Registration 

Statement, the Sub-Advisor follows its 

model to determine how offensive or 

defensive the Fund portfolio will be, 

and then selects securities to buy or sell. 

Offensive holdings are those that the 

Sub-Advisor anticipates will appreciate 

in value. Defensive positions are those 

which the Sub-Advisor anticipates will 

maintain their value, regardless of 

market conditions or cycles. According 

to the Registration Statement, the model 

is objective and the Sub-Advisor applies 

little subjective judgment in security 

selection, retention, or sales decisions. 

The securities that comprise the 

Fund’s offensive strategy are selected 

using the following method: The SubAdvisor identifies sectors, styles and/or 

geographic regions it believes are 

demographically favored based on its 

research. Using a proprietary selection 

process, the Sub-Advisor creates a 

universe of Underlying ETPs 9 that 

correspond to the favored sectors, styles 

and/or geographic regions. On a 

monthly basis, using a proprietary 

ranking process and objective third 

party research, the selected Underlying 

ETPs are ranked by the Sub-Advisor 

according to their relative strength. The 

relative strength is gauged by a third 

party research firm that measures price 

momentum and similar characteristics 

in order to determine relative strength. 

The Sub-Advisor then constructs the 

Fund portfolio using highly ranked 

Underlying ETPs that meet a minimum 

relative strength requirement. The Fund 

is managed as an allocated fund of 

funds made up of these highly ranked 

Underlying ETPs selected by the SubAdvisor. When there are not sufficient 

sectors and/or Underlying ETPs that 

meet the minimum relative strength 

requirement of the model, the balance of 

the Portfolio’s assets will be allocated to 

defensive investments such as high 

quality debt, money market instruments, 

or other investments as determined by 

the Sub-Advisor.10

While the model is applied monthly, 

the holdings of the Portfolio will be 

reallocated at the Sub-Advisor’s 

discretion over the course of the month. 

As a result, the Fund may have a high 

rate of portfolio turnover. 

The Fund and the Underlying ETPs 

may invest in equity securities. As 

described in the Registration Statement, 

equity securities represent ownership 

interests in a company or partnership 

and consist of common stocks, preferred 

stocks, warrants to acquire common 

stock, securities convertible into 

common stock, and investments in 

master limited partnerships. Except for 

Underlying ETPs that may hold non-US 

issues, the Fund will not otherwise 

invest in non-U.S. issues. 

The Fund may use futures contracts 

and related options for bona fide 

hedging; attempting to offset changes in 

the value of securities held or expected 

to be acquired or be disposed of; 

attempting to gain exposure to a 

particular market, index or instrument; 

or other risk management purposes. To 

the extent the Fund uses futures and/or 

options on futures, it will do so in 

accordance with Rule 4.511 under the 

Commodity Exchange Act.12 According 

to the Registration Statement, the Fund 

will reduce the risk that it will be 

unable to close out a futures contract by 

only entering into futures contracts that 

are traded on a national futures 

exchange regulated by the Commodities 

Futures Trading Commission. 

The Fund may purchase and write put 

and call options on indices and enter 

into related closing transactions; may 

trade put and call options on securities, 

securities indices and currencies, as the 

Investment Sub-Advisor determines is 

appropriate in seeking the Fund’s 

investment objective, and except as 

restricted by the Fund’s investment 

limitations (as described in the 

Registration Statement); may enter into 

repurchase agreements with financial 

institutions; may use reverse repurchase 

agreements as part of the Fund’s 

investment strategy; may enter into 

swap agreements, including, but not 

limited to, equity index swaps and 

interest rate swap agreements; and may 

make short-term investments in U.S. 

Government securities. In addition, the 

Fund may invest up to 15% of its net 

assets in illiquid securities. For this 

purpose, ‘‘illiquid securities’’ are 

securities that the Fund may not sell or 

dispose of within seven days in the 

ordinary course of business at 

approximately the amount at which the 

Fund has valued the securities. 

The Fund, from time to time, in the 

ordinary course of business, may 

purchase securities on a when-issued or 

delayed-delivery basis (i.e., delivery and 

payment can take place between a 

month and 120 days after the date of the 

transaction). The Fund may invest in 

U.S. Treasury zero-coupon bonds. 

As stated in the Registration 

Statement, it is a fundamental policy of 

the Fund that it may not, with respect 

to 75% of its total assets, (i) purchase 

securities of any issuer (except 

securities issued or guaranteed by the 

U.S. Government, its agencies or 

instrumentalities) if, as a result, more 

than 5% of its total assets would be 

invested in the securities of such issuer; 

or (ii) acquire more than 10% of the 

outstanding voting securities of any one 

issuer.13 In addition, the Fund may not 

purchase any securities which would 

cause 25% or more of its total assets to 

be invested in the securities of one or 

more issuers conducting their principal 

business activities in the same industry 

or group of industries, provided that 

this limitation does not apply to 

investments in securities issued or 

guaranteed by the U.S. Government, its 

agencies or instrumentalities, or shares 

of investment companies.14

According to the Registration 

Statement, the Fund will seek to qualify 

for treatment as a Regulated Investment 

mstockstill on DSKH9S0YB1PROD with NOTICES

32680 Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 

15According to the Registration Statement, one of 

several requirements for RIC qualification is that a 

Fund must receive at least 90% of the Fund’s gross 

income each year from dividends, interest, 

payments with respect to securities loans, gains 

from the sale or other disposition of stock, 

securities or foreign currencies, or other income 

derived with respect to the Fund’s investments in 

stock, securities, foreign currencies and net income 

from an interest in a qualified publicly traded 

partnership (the ‘‘90% Test’’). A second 

requirement for qualification as a RIC is that a Fund 

must diversify its holdings so that, at the end of 

each fiscal quarter of the Fund’s taxable year: (a) At 

least 50% of the market value of the Fund’s total 

assets is represented by cash and cash items, U.S. 

Government securities, securities of other RICs, and 

other securities, with these other securities limited, 

in respect to any one issuer, to an amount not 

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

assets or 10% of the outstanding voting securities 

of such issuer; and (b) not more than 25% of the 

value of its total assets are invested in the securities 

(other than U.S. Government securities or securities 

of other RICs) of any one issuer or two or more 

issuers which the Fund controls and which are 

engaged in the same, similar, or related trades or 

businesses, or the securities of one or more 

qualified publicly traded partnership (the ‘‘Asset 

Test’’). 

16 17 CFR 240.10A–3. 

17The Bid/Ask Price of the Fund is determined 

using 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. 

18Under 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’’). 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. 

19See June 30 E-mail, supra, note 3. 

Company (‘‘RIC’’) under the Internal 

Revenue Code.15

To respond to adverse market, 

economic, political or other conditions, 

the Fund may invest 100% of its total 

assets, without limitation, in highquality debt securities and money 

market instruments. The Fund may be 

invested in these instruments for 

extended periods, depending on the 

Sub-Advisor’s assessment of market 

conditions. These debt securities and 

money market instruments include 

shares of other mutual funds, 

commercial paper, certificates of 

deposit, bankers’ acceptances, U.S. 

Government securities, repurchase 

agreements and bonds that are BBB or 

higher. 

Creations and redemptions of Shares 

occur in large specified blocks of 

Shares, referred to as ‘‘Creation Units.’’ 

According to the Registration Statement, 

the shares of the Fund are ‘‘created’’ at 

their net asset value (‘‘NAV’’) by market 

makers, large investors and institutions 

only in block-size Creation Units of 

25,000 shares or more. A ‘‘creator’’ 

enters into an authorized participant 

agreement (a ‘‘Participant Agreement’’) 

with the Fund’s distributor (the 

‘‘Distributor’’) or a DTC participant that 

has executed a Participant Agreement 

with the Distributor (an ‘‘Authorized 

Participant’’), and deposits into the 

Fund a portfolio of securities closely 

approximating the holdings of the Fund 

and a specified amount of cash, together 

totaling the NAV of the Creation Unit(s), 

in exchange for 25,000 shares of the 

Fund (or multiples thereof). Similarly, 

shares can only be redeemed in Creation 

Units, generally 25,000 shares or more, 

principally in-kind for a portfolio of 

securities held by the Fund and a 

specified amount of cash together 

totaling the NAV of the Creation Unit(s). 

Shares are not redeemable from the 

Fund except when aggregated in 

Creation Units. The prices at which 

creations and redemptions occur are 

based on the next calculation of NAV 

after an order is received in a form 

prescribed in the Participant Agreement. 

The Shares will conform to the initial 

and continued listing criteria under 

NYSE Arca Equities Rule 8.600. The 

Exchange represents that, for initial 

and/or continued listing, the Fund will 

be in compliance with Rule 10A–3 16

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 and the Disclosed Portfolio will be 

made available to all market 

participants at the same time. 

Availability of Information 

The Fund’s Web site (http:// 

www.advisorshares.com), which will be 

publicly available prior to the public 

offering of Shares, will include a form 

of the Prospectus for the Fund that may 

be downloaded. The Fund’s Web site 

will include additional quantitative 

information updated on a daily basis, 

including, for the Fund, (1) daily trading 

volume, the prior business day’s 

reported closing price, NAV and midpoint of the bid/ask spread at the time 

of calculation of such NAV (the ‘‘Bid/ 

Ask Price’’),17 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 Session on the 

Exchange, the Fund will disclose on its 

Web site the Disclosed Portfolio as 

defined in NYSE Arca Equities Rule 

8.600(c)(2) that will form the basis for 

the Fund’s calculation of NAV at the 

end of the business day.18

On a daily basis, the Advisor 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.19

In addition, a basket composition file, 

which includes the security names and 

share quantities required to be delivered 

in exchange for Fund shares, together 

with estimates and actual cash 

components, will be publicly 

disseminated daily prior to the opening 

of the New York Stock Exchange 

(‘‘NYSE’’) via the National Securities 

Clearing Corporation. The basket 

represents one Creation Unit of the 

Fund. The Web site information will be 

publicly available at no charge. 

The NAV of the Fund will normally 

be determined as of the close of the 

regular trading session on the NYSE 

(ordinarily 4 p.m. Eastern Time) on each 

business 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. In addition, the 

Portfolio Indicative Value, as defined in 

NYSE Arca Equities Rule 8.600(c)(3), 

will be disseminated by the Exchange at 

least every 15 seconds during the Core 

Trading Session through the facilities of 

CTA. 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. 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 32681 

20See NYSE Arca Equities Rule 7.12, 

Commentary .04. 

21For a list of the current members of ISG, see 

http://www.isgportal.org. The Exchange may obtain 

information from futures exchanges with which the 

Exchange has entered into a surveillance sharing 

agreement or that are ISG members. The Exchange 

notes that not all components of the Disclosed 

Portfolio for the Fund may trade on markets that are 

members of ISG or with which the Exchange has in 

place a comprehensive surveillance sharing 

agreement. 22 15 U.S.C. 78f(b)(5). 

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. 

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.20 Trading in Shares of the 

Fund will be halted if the circuit breaker 

parameters in NYSE Arca Equities Rule 

7.12 have been reached. Trading also 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. 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. 

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 that are 

members of ISG.21 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 

Equity Trading Permit (‘‘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. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(5) 22

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 activelymanaged exchange-traded product that 

will enhance competition among market 

participants, to the benefit of investors 

and the marketplace. 

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. 

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 

mstockstill on DSKH9S0YB1PROD with NOTICES

32682 Federal Register / Vol. 74, No. 129 / Wednesday, July 8, 2009 / Notices 

23 17 CFR 200.30–3(a)(12). 

Number SR–NYSEArca–2009–55 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–NYSEArca–2009–55. 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 inspection and copying 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 will also be available 

for inspection and copying at NYSE 

Arca’s principal office and on its 

Internet Web site at http:// 

www.nyx.com. 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–2009–55 and should be 

submitted on or before July 29, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–15995 Filed 7–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF STATE 

[Public Notice 6691] 

Culturally Significant Objects Imported 

for Exhibition Determinations: 

‘‘Watteau to Degas: French Drawings 

from the Frits Lugt Collection’’ 

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of 

October 1, 1999, Delegation of Authority 

No. 236 of October 19, 1999, as 

amended, and Delegation of Authority 

No. 257 of April 15, 2003 [68 FR 19875], 

I hereby determine that the objects to be 

included in the exhibition ‘‘Watteau to 

Degas: French Drawings from the Frits 

Lugt Collection,’’ imported from abroad 

for temporary exhibition within the 

United States, are of cultural 

significance. The objects are imported 

pursuant to loan agreements with the 

foreign owners or custodians. I also 

determine that the exhibition or display 

of the exhibit objects at the Frick 

Collection, New York, NY, from on or 

about October 6, 2009, until on or about 

January 10, 2010, and at possible 

additional exhibitions or venues yet to 

be determined, is in the national 

interest. Public Notice of these 

Determinations is ordered to be 

published in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: For 

further information, including a list of 

the exhibit objects, contact Carol B. 

Epstein, Attorney-Adviser, Office of the 

Legal Adviser, U.S. Department of State 

(telephone: 202/453–8048). The address 

is U.S. Department of State, SA–44, 301 

4th Street, SW., Room 700, Washington, 

DC 20547–0001. 

Dated: June 29, 2009. 

C. Miller Crouch, 

Acting Assistant Secretary for Educational 

and Cultural Affairs, Department of State. 

[FR Doc. E9–16121 Filed 7–7–09; 8:45 am] 

BILLING CODE 4710–05–P 

DEPARTMENT OF STATE 

[Public Notice 6636] 

Notice of Closed Meeting of the 

Cultural Property Advisory Committee 

In accordance with the provisions of 

the Convention on Cultural Property 

Implementation Act (19 U.S.C. 2601 et 

seq.) (the Act) there will be a meeting of 

the Cultural Property Advisory 

Committee on (Committee) Monday, 

July 27 and on Tuesday, July 28 at the 

U.S. Department of State. Pursuant to 

section 2605(h) of the Act and 5 U.S.C. 

552b(c)(9)(B), the meeting shall be 

closed to the public. 

At this meeting, the Committee will 

carry out its interim review function 

with respect to the Memorandum of 

Understanding Between the 

Government of the United States of 

America and the Government of the 

Republic of Colombia Concerning the 

Imposition of Import Restrictions on 

Archaeological Material from the PreColumbian Cultures and Certain 

Ecclesiastical Material from the Colonial 

Period of Colombia concluded on March 

15, 2006; and, the Memorandum of 

Understanding Between the 

Government of the United States of 

America and the Government of the 

Republic of Italy Concerning the 

Imposition of Import Restrictions on 

Archaeological Material Representing 

the Pre-Classical, Classical and Imperial 

Roman Periods of Italy, concluded on 

January 19, 2001, and extended in 2006. 

Pursuant to the Act, the Committee will 

conduct an interim review of the 

effectiveness of the MOUs and will 

focus its attention on Article II of each 

MOU. This is not a meeting to consider 

extension of the MOUs. Such a meeting 

will be scheduled and announced in the 

future and will include a public session. 

The Committee’s responsibilities are 

carried out in accordance with 

provisions of the Act. Related 

information may be found at http:// 

exchanges.state.gov/culprop. 

Dated: June 19, 2009. 

C. Miller Crouch, 

Acting Assistant Secretary for Educational 

and Cultural Affairs, Department of State. 

[FR Doc. E9–16058 Filed 7–7–09; 8:45 am] 

BILLING CODE 4710–05–P 

OFFICE OF THE UNITED STATES 

TRADE REPRESENTATIVE 

[Docket No. WTO/DS392/2] 

WTO Dispute Settlement Proceeding 

Regarding United States—Certain 

Measures Affecting Imports of Poultry 

From China 

AGENCY: Office of the United States 

Trade Representative. 

ACTION: Notice; request for comments. 

SUMMARY: The Office of the United 

States Trade Representative (‘‘USTR’’) is 

providing notice that on June 23, 2009, 

the People’s Republic of China 

(‘‘China’’) requested the establishment 

of a panel under the Marrakesh 

mstockstill on DSKH9S0YB1PROD with NOTICES