
[Federal Register Volume 78, Number 204 (Tuesday, October 22, 2013)]
[Notices]
[Pages 62751-62760]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-24633]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70624; File No. SR-NYSEArca-2013-101]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade Shares of the WisdomTree 
Bloomberg U.S. Dollar Bullish Fund, WisdomTree Bloomberg U.S. Dollar 
Bearish Fund, and the WisdomTree Commodity Currency Bearish Fund Under 
NYSE Arca Equities Rule 8.600

October 8, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on September 26, 2013, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares of the following 
funds of the WisdomTree Trust (``Trust'') under NYSE Arca Equities Rule 
8.600 (``Managed Fund Shares''): WisdomTree Bloomberg U.S. Dollar 
Bullish Fund (``DI Bull Fund''); the WisdomTree Bloomberg U.S. Dollar 
Bearish Fund (``DI Bear Fund,'' and with the DI Bull Fund, ``DI 
Funds''); and the WisdomTree Commodity Currency Bearish Fund (``CC Bear 
Fund,'' and collectively with the DI Funds, ``Funds''). The shares of 
the Funds are collectively referred to herein as the ``Shares.'' The 
text of the proposed rule change is available on the Exchange's Web 
site at www.nyse.com, at the principal office of the Exchange, and at 
the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, 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 Shares of the Funds 
under NYSE Arca Equities Rule 8.600, which governs the listing and 
trading of Managed Fund Shares on the Exchange.\3\ The Funds will be 
actively-managed exchange traded funds (``ETFs'').\4\ The Shares will 
be offered by the Trust, which was established as a Delaware statutory 
trust on December 15, 2005. The Trust is registered with the Commission 
as an investment company and has filed a registration statement on Form 
N-1A (``Registration Statement'') with the Commission on behalf of each 
of the Funds.\5\
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    \3\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), seeks to provide investment results that correspond 
generally to the price and yield performance of specific foreign or 
domestic stock index, fixed income securities index, or combination 
thereof.
    \4\ The Commission previously approved listing and trading on 
the Exchange of a number of actively managed funds under NYSE Arca 
Equities Rule 8.600. See, e.g., Securities Exchange Act Release Nos. 
57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-
31) (order approving Exchange listing and trading of twelve 
actively-managed funds of the WisdomTree Trust); 58564 (September 
17, 2008), 73 FR 55194 (September 24, 2008) (SR-NYSEArca-2008-86) 
(order approving Exchange listing and trading of WisdomTree Dreyfus 
Emerging Currency Fund); 62604 (July 30, 2010), 75 FR 47323 (August 
5, 2010) (SR-NYSEArca-2010-49) (order approving listing and trading 
of WisdomTree Emerging Markets Local Debt Fund); 62623 (August 2, 
2010), 75 FR 47652 (August 6, 2010) (SR-NYSEArca-2010-51) (order 
approving listing and trading of WisdomTree Dreyfus Commodity 
Currency Fund); 63598 (December 22, 2010), 75 FR 82106 (December 29, 
2010) (SR-NYSEArca-2010-98) (order approving listing and trading of 
WisdomTree Managed Futures Strategy Fund); and 63919 (February 16, 
2011), 76 FR 10073 (February 23, 2011) (SR-NYSEArca-2010-116) (order 
approving listing and trading of WisdomTree Asia Local Debt Fund).
    \5\ See Post-Effective Amendment No. 216 (DI Bull Fund), No. 217 
(DI Bear Fund) and No. 218 (CC Bear Fund) to the Registration 
Statement on Form N-1A for the Trust, each dated September 6, 2013 
under the Securities Act of 1933 (15 U.S.C. 77a) (``Securities 
Act'') and the 1940 Act. (File Nos. 333-132380 and 811-21864). The 
descriptions of the Funds and the Shares contained herein are based 
on information in the Registration Statement. In addition, the 
Commission has issued an order granting certain exemptive relief to 
the Trust under the 1940 Act. See Investment Company Act Release No. 
28171 (October 27, 2008) (File No. 812-13458 (``Exemptive Order'')). 
In compliance with Commentary .05 to NYSE Arca Equities Rule 8.600, 
which applies to Managed Fund Shares based on an international or 
global portfolio, the Trust's application for exemptive relief under 
the 1940 Act states that the Funds will comply with the federal 
securities laws in accepting securities for deposits and satisfying 
redemptions with redemption securities, including that the 
securities accepted for deposits and the securities used to satisfy 
redemption requests are sold in transactions that would be exempt 
from registration under the Securities Act.

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[[Page 62752]]

Description of the Shares and the Funds
    WisdomTree Asset Management, Inc. (``WisdomTree Asset Management'') 
will be the investment adviser (``Adviser'') to each of the Funds.\6\ 
Mellon Capital Management (``Mellon'') will serve as sub-adviser for 
each of the Funds (``Sub-Adviser'').\7\ The Bank of New York Mellon is 
the administrator, custodian, and transfer agent for the Trust 
(``Custodian'' or ``Transfer Agent''). ALPS Distributors, Inc. serves 
as the distributor for the Trust (``Principal Underwriter''). Bloomberg 
Finance L.P. (``Index Sponsor'') is the sponsor of the Bloomberg US 
Dollar Total Return Index (``Bloomberg USD TR Index'') and the 
Bloomberg Inverse US Dollar Total Return Index (``Bloomberg Inverse USD 
TR Index,'' each an ``Index'' and together with the Bloomberg USD TR 
Index, the ``Indexes''). Each Index is described more fully below.\8\
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    \6\ WisdomTree Investments, Inc. (``WisdomTree Investments'') is 
the parent company of WisdomTree Asset Management.
    \7\ The Sub-Adviser will be responsible for day-to-day 
management of the Funds and, as such, typically makes all decisions 
with respect to portfolio holdings. The Adviser will have ongoing 
oversight responsibility.
    \8\ Information regarding the Indexes and other indexes provided 
by the Index Sponsor can be found at www.bloombergindexes.com. The 
Index Sponsor is not a broker-dealer but is affiliated with one or 
more broker-dealers. The Index Sponsor has implemented procedures 
designed to prevent the illicit use and dissemination of material, 
non-public information regarding the Indexes and has implemented a 
``fire wall'' with regard to its affiliated broker-dealers regarding 
the Indexes.
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    Commentary .06 to Rule 8.600 provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, such investment adviser shall erect a 
``fire wall'' between the investment adviser and the broker-dealer with 
respect to access to information concerning the composition and/or 
changes to such investment company portfolio.\9\ In addition, 
Commentary .06 further requires that personnel who make decisions on 
the open-end fund's portfolio composition must be subject to procedures 
designed to prevent the use and dissemination of material, non-public 
information regarding the open-end fund's portfolio. Commentary .06 to 
Rule 8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE Arca 
Equities Rule 5.2(j)(3); however, Commentary .06 in connection with the 
establishment of a ``fire wall'' between the investment adviser and the 
broker-dealer reflects the applicable open-end fund's portfolio, not an 
underlying benchmark index, as is the case with index-based funds. The 
Adviser is not registered as a broker-dealer or affiliated with a 
broker-dealer. The Sub-Adviser is not a broker-dealer but is affiliated 
with one or more broker-dealers and has implemented a ``fire wall'' 
with respect to such broker-dealers regarding access to information 
concerning the composition and/or changes to a Fund's portfolio. In 
addition, Mellon personnel who make decisions regarding a Fund's 
portfolio will be subject to procedures designed to prevent the use and 
dissemination of material, non-public information regarding such Fund's 
portfolio. In the event (a) the Adviser or Sub-Adviser becomes 
registered as a broker-dealer or becomes newly affiliated with a 
broker-dealer, or (b) any new adviser or sub-adviser is a registered 
broker-dealer or becomes affiliated with a broker-dealer, it will 
implement a fire wall with respect to its relevant personnel or its 
broker-dealer affiliate regarding access to information concerning the 
composition and/or changes to the applicable Fund's portfolio, and will 
be subject to procedures designed to prevent the use and dissemination 
of material, non-public information regarding such portfolio.
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    \9\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (``Advisers 
Act''). As a result, the Adviser and the Sub-Adviser and their 
related personnel are subject to the provisions of Rule 204A-1 under 
the Advisers Act relating to codes of ethics. This Rule requires 
investment advisers to adopt a code of ethics that reflects the 
fiduciary nature of the relationship to clients as well as 
compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) adopted and implemented written policies and procedures 
reasonably designed to prevent violation, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
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WisdomTree Bloomberg U.S. Dollar Bullish Fund, WisdomTree Bloomberg 
U.S. Dollar Bearish Fund, and WisdomTree Commodity Currency Bearish 
Fund
DI Bull Fund--Index Information
    The DI Bull Fund will be an actively managed fund that seeks to 
provide total returns, before expenses, that exceed the performance of 
the Bloomberg USD TR Index. The Bloomberg USD TR Index is based on the 
Bloomberg US Dollar Index (BDXY), which tracks changes in the value of 
the U.S. Dollar against a basket of developed and emerging market 
currencies which are deemed to have the highest liquidity in the 
currency markets and represent countries that make the largest 
contribution to trade flows with the United States.\10\ The Bloomberg 
USD TR Index additionally incorporates the impact of short-term 
interest rate differences inherent in achieving such exposure by 
incorporating the net interest rate differential between the short-term 
interest rates in the U.S. and in the countries of those leading 
currencies

[[Page 62753]]

and the daily federal funds rate. The Bloomberg USD TR Index is 
structured to potentially benefit from a general rise in the level of 
the U.S. Dollar relative to the basket of global currencies.
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    \10\ Data for the global currencies is derived, in part, from 
the Bank for International Settlements Triennial Central Bank 
Survey, December 2010 (``BIS Survey''). The global currencies 
included in the Indexes are limited to the top twenty currencies in 
terms of transaction volume, listed in the BIS Survey, under Table 
3: ``Currency distribution of foreign exchange turnover,'' 
reflecting the percentage share of average daily turnover for the 
applicable month and year (``Table 3''). See http://www.bis.org/publ/rpfxf10t.htm. Trade volume data for the currencies selected is 
derived from the Board of Governors of the Federal Reserve System, 
Foreign Exchange Rates--H.10 Release. See http://www.federalreserve.gov/Releases/H10/Summary/ (``Federal Reserve 
Release''). The global currencies selected for the Indexes are 
limited to the top twenty currencies by trade volume included in the 
most recent Federal Reserve Release.
     The Index Sponsor selects for both Indexes the top ten 
currencies included in both the most recent BIS Survey and Federal 
Reserve Release, giving equal weighting to both liquidity and trade 
volume. The currencies selected are given weights in each Index 
based equally on relative trade volume and relative liquidity as 
compared with the other included currencies. The Indexes each 
exclude any currency that is tied directly to the U.S. Dollar (e.g., 
Hong Kong Dollar) and limit the percentage weighting of the Chinese 
Yuan Renminbi (``CNY'') to three percent of the total weight of each 
Index, because the CNY is heavily managed by the Chinese government. 
The Indexes also exclude any currency that would receive a weighting 
of less than two percent of the Indexes, based on the relative 
weighting formula described above.
     As of December 31, 2012 (the date of the most recent 
rebalancing of the Indexes), the components of each index were the 
following: Euro (34.3%); Japanese Yen (16.2%); Canadian Dollar 
(12.0%); British Pound (9.9%); Mexican Peso (8.5%); Australian 
Dollar (5.5%); Swiss Franc (4.9%); Korean Won (3.6%); Chinese Yuan 
Renminbi (3.0%); and Singapore Dollar (2.2%).
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    To be considered for the Bloomberg US Dollar Index (and, 
accordingly, the Bloomberg USD TR Index and the Bloomberg Inverse USD 
TR Index), currencies must rank high in terms of their countries' or 
regions' contribution to overall trade in the U.S. or have high 
standing in terms of rank in foreign exchange trading volume, although 
they must have influence in both categories. The basket of currencies 
will be selected and weighted using the U.S. trade volume reported by 
the Federal Reserve \11\ as a proxy for contribution to trade flows and 
foreign exchange turnover as reported in the BIS Survey as a proxy for 
foreign exchange liquidity.\12\ Countries and their respective 
currencies relative to the U.S. Dollar are ranked in terms of their 
contribution to overall U.S. trade and the percentage of overall 
transaction volume for their currencies. Exposure to individual 
currencies whose movement has been largely regulated by their 
government will be capped at three percent and currencies with 
preliminary weights of less than two percent are removed. The final 
weights are then derived by distributing the weight to the remaining 
currencies in proportion to the preliminary weights. Currencies that 
are strictly tied to the U.S. Dollar will be excluded.
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    \11\ The data used by the Index Sponsor to determine trading 
volumes in each currency will derive from the Federal Reserve 
Release, note 10, supra.
    \12\ The transactional volume will be derived from the BIS 
Survey, note 10, supra.
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    The Bloomberg USD TR Index's annual rebalance is done in December 
every year with a reference date of the third Friday of the month and a 
rebalance date after the close of the last U.S. trading date of the 
month.
    The Bloomberg US Dollar Index value is published real time under 
the ticker BBDXY on Bloomberg. The Bloomberg USD TR Index (BBDXT) value 
is generated once a day.
DI Bear Fund--Index Information
    The DI Bear Fund will be an actively managed fund that seeks to 
provide total returns, before expenses, that exceed the performance of 
the Bloomberg Inverse USD TR Index. The Bloomberg Inverse USD TR Index 
is based on the Bloomberg US Dollar Index (as described above), which 
tracks changes in the value of the U.S. Dollar against a basket of 
developed and emerging market currencies that have the highest 
liquidity in the currency markets and the biggest trade flows with the 
U.S. The Bloomberg Inverse USD TR Index additionally incorporates the 
impact of short-term interest rates in the global currencies. The 
Bloomberg Inverse USD TR Index is structured to potentially rise as 
global currencies appreciate relative to the U.S. Dollar.
    The Bloomberg Inverse USD TR Index's annual rebalance is done in 
December every year with a reference date of the third Friday of the 
month and a rebalance date after the close of the last U.S. trading 
date of the month.
    The Bloomberg Inverse USD TR Index (BBDXI) value is generated once 
a day.
    The Indexes seek contrasting positions in the same currencies and 
the same weightings. The Bloomberg USD TR Index seeks to potentially 
benefit from a rise in the U.S. Dollar against a basket of currencies, 
while the Bloomberg Inverse USD TR Index seeks to potentially benefit 
from a fall in the U.S. Dollar against the same basket of currencies. 
The eligibility criteria for each of the Indexes and the method of 
weighting the Indexes are the same.
The Funds' Investment Methodologies
DI Bull Fund
    According to the Registration Statement, under normal 
circumstances,\13\ the DI Bull Fund will invest at least 80% of its net 
assets in U.S.-issued and non-U.S.-issued money market securities,\14\ 
other U.S. government and investment grade non-U.S. government 
securities (i.e., that are longer term than money market securities) 
and short-term investment grade corporate debt securities,\15\ as well 
as positions in currency forward contracts,\16\ listed currency options 
and listed currency futures,\17\ currency swap

[[Page 62754]]

agreements,\18\ and spot currencies to provide a long exposure, which 
is similar to price movements in the Bloomberg USD TR Index with the 
incorporation of relative interest rates in the United States and 
instruments in other representative countries.\19\ The DI Bull Fund 
will seek this exposure through investments in money market securities 
combined with a similar size notional position in currency forwards and 
currency futures in the individual component currencies of the 
Bloomberg USD TR Index. If a sufficiently liquid futures contract on 
the Bloomberg USD TR Index or a related index is later developed, the 
Fund may invest in such futures contract as a substitute for, or as a 
complement to, futures contracts or forward contracts on the individual 
currencies in the Bloomberg USD TR Index. Although the Fund may invest 
in spot currencies, listed currency options, and currency swaps, 
investments in such instruments are expected to be limited, in each 
case to not more than 20% of Fund net assets. If, subsequent to an 
investment, the 80% requirement is no longer met, the DI Bull Fund's 
future investments will be made in a manner that will bring the Fund 
into compliance with this policy. The Fund's investments in forward 
contracts, listed options and listed futures contracts, and swap 
agreements will be backed by investments in U.S. issued money market 
securities, longer-term U.S. government securities, or other liquid 
assets (e.g., commercial paper) in an amount equal to the exposure of 
such contracts.
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    \13\ The term ``under normal circumstances'' as used herein 
includes, but is not limited to, the absence of extreme volatility 
or trading halts in the fixed income markets or the financial 
markets generally; operational issues causing dissemination of 
inaccurate market information; or force majeure type events such as 
systems failure, natural or man-made disaster, act of God, armed 
conflict, act of terrorism, riot or labor disruption or any similar 
intervening circumstance.
    \14\ As used herein, the term ``money market securities'' 
includes: short-term, high quality obligations issued or guaranteed 
by the U.S. Treasury or the agencies or instrumentalities of the 
U.S. government; short-term, high quality securities issued or 
guaranteed by non-U.S. governments, agencies, and instrumentalities; 
repurchase agreements backed by U.S. government and non-U.S. 
government securities; money market mutual funds; and deposit and 
other obligations of U.S. and non-U.S. banks and financial 
institutions. All money market securities acquired by a Fund will be 
rated investment grade, except that a Fund may invest in unrated 
money market securities that are deemed by the Adviser or Sub-
Adviser to be of comparable quality to money market securities rated 
investment grade. The determination by the Adviser or the Sub-
Adviser that an unrated security is of comparable quality to another 
security rated investment grade will be based on, among other 
factors, a comparison between the unrated security and securities 
issued by similarly situated companies to determine where in the 
spectrum of credit quality the unrated security would fall. The 
Adviser or Sub-Adviser would also perform an analysis of the unrated 
security and its issuer similar, to the extent possible, to that 
performed by a nationally recognized statistical rating organization 
(``NRSRO'') in rating similar securities and issuers. See Credit 
Analysis of Portfolio Securities, Commission No-Action Letter (May 
8, 1990).
     The term ``investment grade,'' for purposes of money market 
securities only, is intended to mean securities rated A1 or A2 by 
one or more NRSROs. As used herein, the term ``U.S.-issued money 
market securities'' means money market securities issued or 
guaranteed by the U.S. government, repurchase agreements backed by 
the U.S. government securities, and U.S.-based money market mutual 
funds and deposits and other obligations of financial institutions 
organized or having their principal place of business in the U.S. 
``Non-U.S.-issued money market securities'' means money market 
securities issued or guaranteed by a non-U.S. government, repurchase 
agreements backed by non-U.S. government securities, non-U.S.-based 
money market mutual funds, and deposits and other obligations of 
financial institutions organized or having their principal place of 
business outside the U.S.
    \15\ According to the Adviser, ``investment grade'' means 
securities (other than money market securities) rated in the Baa/BBB 
categories or above by one or more NRSROs. If a security is rated by 
multiple NRSROs and receives different ratings, the Fund will treat 
the security as being rated in the highest rating category received 
from an NRSRO. Rating categories may include sub-categories or 
gradations indicating relative standing.
    \16\ A currency forward contract is an agreement to buy or sell 
a specific currency on a future date at a price set at the time of 
the contract. Each of the Funds will invest only in currencies, and 
instruments that provide exposure to such currencies, that have 
significant foreign exchange turnover and are included in the BIS 
Survey. To the extent a Fund invests in currencies, each Fund will 
invest in currencies, and instruments that provide exposure to such 
currencies, explicitly listed on Table 3 in the BIS Survey.
    \17\ The exchange-listed currency options in which each of the 
Funds may invest will be listed on exchanges in the U.S. or the 
United Kingdom. The exchange-listed futures contracts in which each 
of the Funds may invest will be listed on exchanges in the U.S., the 
United Kingdom, Hong Kong, or Singapore. Each of the United 
Kingdom's primary financial markets regulator, the Financial Conduct 
Authority, Hong Kong's primary financial markets regulator, the 
Securities and Futures Commission, and Singapore's primary financial 
markets regulator, the Monetary Authority of Singapore, are 
signatories to the International Organization of Securities 
Commissions (``IOSCO'') Multilateral Memorandum of Understanding 
(``MMOU''), which is a multi-party information sharing arrangement 
among financial regulators. Both the Commission and the Commodity 
Futures Trading Commission are signatories to the IOSCO MMOU.
     Each of the exchange-listed currency options and exchange-
listed futures contracts in which a Fund may invest will be listed 
on exchanges that are members of the Intermarket Surveillance Group 
(``ISG'') or on an exchange with which the Exchange has entered into 
a comprehensive surveillance sharing agreement.
    \18\ A currency swap agreement is a foreign exchange agreement 
between two institutions to exchange aspects (i.e., the principal 
and interest payments) of a loan in one currency for equivalent 
aspects of an equal in net present value loan in another currency. 
The market for currency swaps in which each of the DI Funds and the 
CC Bear Fund will invest is highly liquid. See BIS Survey, note 10, 
supra, for daily turnover in currency swaps.
    \19\ To the extent practicable, the DI Funds and the CC Bear 
Fund will invest in swaps cleared through the facilities of a 
centralized clearing house. The Funds may also invest in money 
market securities that may serve as collateral for the futures 
contracts, currency options, forward contracts, and currency swap 
agreements.
     The Adviser or Sub-Adviser will also attempt to mitigate each 
Fund's credit risk by transacting only with large, well-capitalized 
institutions using measures designed to determine the 
creditworthiness of the counterparty. The Adviser or Sub-Adviser 
will take various steps to limit counterparty credit risk which will 
be described in the Registration Statement. Each Fund will enter 
into forward contracts and swap agreements only with financial 
institutions that meet certain credit quality standards and 
monitoring policies. Each Fund may also use various techniques to 
minimize credit risk, including early termination or reset and 
payment, using different counterparties, and limiting the net amount 
due from any individual counterparty. The Funds generally will 
collateralize forward contracts and swap agreements with cash and/or 
certain securities. Such collateral will generally be held for the 
benefit of the counterparty in a segregated tri-party account at the 
custodian to protect the counterparty against non-payment by the 
Fund. In the event of a default by the counterparty, and a Fund is 
owed money in the forward contract or swap transaction, the 
applicable Fund will seek withdrawal of the collateral from the 
segregated account and may incur certain costs exercising its right 
with respect to the collateral.
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    Positioning for a stronger U.S. Dollar through a mixture of these 
securities and financial instruments is intended to provide a return 
reflective of the changes in the U.S. Dollar against the specified 
currencies, the U.S. cash rate, and the spread of U.S. interest rates 
against foreign interest rates.
    The Fund may invest directly in foreign currencies in the form of 
bank and financial institution deposits, certificates of deposit, and 
bankers acceptances denominated in a specified non-U.S. currency, and 
may enter into foreign currency exchange transactions. As stated above, 
the Fund may also conduct its foreign currency exchange transactions on 
a spot (i.e., cash) basis at the spot rate prevailing in the foreign 
currency exchange market.
    In order to reduce interest rate risk, the Fund will generally 
maintain a weighted average portfolio maturity with respect to money 
market securities of 180 days or less on average (not to exceed 18 
months) and will not purchase any money market securities with a 
remaining maturity of more than 397 calendar days. The ``average 
portfolio maturity'' of the Fund will be the average of all current 
maturities of the individual securities in the Fund's portfolio. The 
Fund's actual portfolio duration may be longer or shorter depending on 
market conditions.
    The Exchange notes that the Fund's fixed income investment 
portfolio will meet the listing criteria for index-based, fixed income 
ETFs contained in NYSE Arca Equities Rule 5.2(j)(3), Commentary 
.02.\20\
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    \20\ See NYSE Arca Equities Rule 5.2(j)(3), Commentary .02 
governing fixed income based Investment Company Units. The 
requirements of Rule 5.2(j)(3), Commentary .02(a) include the 
following: (i) The index or portfolio must consist of Fixed Income 
Securities (as defined generally to include the Fund's holdings in 
money market and other fixed income securities) (Rule 5.2(j)(3), 
Commentary.02(a)(1)); (ii) components that in the aggregate account 
for at least 75% of the weight of the index or portfolio must each 
have a minimum original principal amount outstanding of $100 million 
or more (Rule 5.2(j)(3), Commentary.02(a)(2)); (iii) a component may 
be a convertible security, however, once the convertible security 
converts to an underlying equity security, the component is removed 
from the index or portfolio (Rule 5.2(j)(3), Commentary.02(a)(3)); 
(iv) no component fixed-income security (excluding Treasury 
Securities) will represent more than 30% of the weight of the index 
or portfolio, and the five highest weighted component fixed-income 
securities do not in the aggregate account for more than 65% of the 
weight of the index or portfolio (Rule 5.2(j)(3), 
Commentary.02(a)(4)); and (v) an underlying index or portfolio 
(excluding exempted securities) must include securities from a 
minimum of 13 non-affiliated issuers (Rule 5.2(j)(3), 
Commentary.02(a)(5)).
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DI Bear Fund
    According to the Registration Statement, under normal 
circumstances,\21\ the DI Bear Fund will invest at least 80% of its net 
assets in money market securities, other U.S. government and investment 
grade non-U.S. government securities (i.e., that are longer term than 
money market securities) and short-term investment grade corporate debt 
securities \22\ and positions in currency forward contracts,\23\ listed 
currency options and currency futures,\24\ currency swap 
agreements,\25\ and spot currencies to provide a short exposure, which 
is similar to price movements in the Bloomberg Inverse USD TR Index 
with the incorporation of relative interest rates in the United States 
and instruments in other representative countries.\26\ The DI Bear Fund 
will seek this exposure through investments in money market securities 
combined with a similar size notional position in currency forwards and 
currency futures in the individual component currencies of the 
Bloomberg Inverse USD TR Index. If a sufficiently liquid futures 
contract on the Bloomberg Inverse USD TR Index or a related index is 
later developed, the Fund may invest in such futures contract as a 
substitute for, or in [sic] complement to futures contracts or forward 
contracts on, the individual component currencies of the Bloomberg 
Inverse USD TR Index. Although the Fund may invest in spot currencies, 
currency options, and currency swaps, investments in such instruments 
are expected to be limited, in each case to not more than 20% of Fund 
net assets. If, subsequent to an investment, the 80% requirement is no 
longer met, the DI Bear Fund's future investments will be made in a 
manner that will bring the Fund into compliance with this policy. The 
Fund's investments in forward contracts, listed options contracts, 
listed futures contracts, and swap agreements will be backed by 
investments in U.S. issued money market securities, longer-term U.S. 
government securities, or

[[Page 62755]]

other liquid assets (e.g., commercial paper) in an amount equal to the 
exposure of such contracts.
---------------------------------------------------------------------------

    \21\ See note 13, supra.
    \22\ See note 15, supra, regarding the definition of 
``investment grade.''
    \23\ See note 16, supra, regarding currency forward contracts.
    \24\ See note 17, supra, regarding listed currency options and 
listed futures contracts in which the Fund may invest.
    \25\ See note 18, supra, regarding currency swap agreements.
    \26\ See note 19, supra.
---------------------------------------------------------------------------

    Positioning for a weaker U.S. Dollar through a mixture of these 
securities and financial instruments is intended to provide a return 
reflective of the change in the basket of currencies relative to the 
U.S. Dollar, the rate of U.S.-issued money market securities, and the 
spread of foreign interest rates over the U.S. Dollar.
    The Fund may invest directly in foreign currencies in the form of 
bank and financial institution deposits, certificates of deposit, and 
bankers acceptances denominated in a specified non-U.S. currency, and 
may enter into foreign currency exchange transactions. As stated above, 
the Fund may also conduct its foreign currency exchange transactions on 
a spot (i.e., cash) basis at the spot rate prevailing in the foreign 
currency exchange market.
    In order to reduce interest rate risk, the Fund will generally 
maintain a weighted average portfolio maturity with respect to money 
market securities of 180 days or less on average (not to exceed 18 
months) and will not purchase any money market securities with a 
remaining maturity of more than 397 calendar days. The ``average 
portfolio maturity'' of the Fund will be the average of all current 
maturities of the individual securities in the Fund's portfolio. The 
Fund's actual portfolio duration may be longer or shorter depending on 
market conditions.
    The Exchange notes that the Fund's investment portfolio in fixed 
income securities will meet the listing criteria for index-based, fixed 
income ETFs contained in NYSE Arca Equities Rule 5.2(j)(3), Commentary 
.02.\27\
---------------------------------------------------------------------------

    \27\ See note 20, supra.
---------------------------------------------------------------------------

CC Bear Fund
    The CC Bear Fund will be an actively-managed fund that seeks to 
provide total returns reflective of changes in the value of the U.S. 
Dollar relative to the currencies of selected commodity exporters and 
the difference between the relative short-term interest rates in the 
United States and comparable interest rates available for the 
investments in the currencies of those selected commodity exporters. 
The CC Bear Fund will seek to potentially benefit from appreciation in 
the U.S. Dollar relative to the selected commodity currencies. As used 
herein, the term ``commodity currency'' generally means the currency of 
a country whose economic success is commonly identified with the 
production and export of commodities (such as precious metals, oil, 
agricultural products, or other raw materials) and whose value is 
closely linked to the value of such commodities. These countries 
currently include Australia, Brazil, Canada, Chile, Indonesia, Mexico, 
New Zealand, Norway, Russia, and South Africa.
    According to the Registration Statement, under normal 
circumstances,\28\ the CC Bear Fund will invest at least 80% of its net 
assets, plus the amount of any borrowings for investment purposes, in 
investments that are tied economically to selected commodity producing 
countries available to U.S investors that make a significant 
contribution to the global export of commodities. Such investments may 
include a combination of positions in money market securities, other 
U.S. government and investment grade non-U.S. government securities 
(i.e., that are longer term than money market securities) and short-
term investment grade corporate debt securities,\29\ with investments 
in currency forwards,\30\ listed currency options and listed currency 
futures,\31\ currency swaps,\32\ and spot currencies to provide 
exposure to the change in value of the U.S. dollar relative to selected 
commodity currencies.\33\ The CC Bear Fund will seek this exposure 
through investments in money market securities combined with a similar 
size notional position in currency forwards and currency futures in the 
individual selected currencies. Although the Fund may invest in spot 
currencies, listed currency options, and currency swaps, investments in 
such instruments are expected to be limited, in each case to not more 
than 20% of Fund net assets. If, subsequent to an investment, the 80% 
requirement is no longer met, the CC Bear Fund's future investments 
will be made in a manner that will bring the Fund into compliance with 
this policy.
---------------------------------------------------------------------------

    \28\ See note 13, supra.
    \29\ See note 15, supra, regarding definition of ``investment 
grade.''
    \30\ See note 16, supra, regarding currency forward contracts.
    \31\ See note 17, supra, regarding listed currency option and 
listed futures contracts in which the Fund may invest.
    \32\ See note 18, supra, regarding currency swap agreements.
    \33\ See note 19, supra.
---------------------------------------------------------------------------

    The Fund's investments in forward contracts, listed options 
contracts, listed futures contracts, and currency swap agreements will 
be backed by investments in U.S. issued money market securities, 
longer-term U.S. government securities, or other liquid assets (e.g., 
commercial paper) in an amount equal to the exposure of such contracts.
    In addition to seeking broad exposure to the movements in the U.S. 
Dollar relative to the commodity currencies, the Fund intends to seek 
exposure across currencies correlated to each of their key commodity 
groups: Industrial metals; precious metals; energy; agriculture; and 
livestock. The CC Bear Fund generally will invest only in currencies 
that ``float'' relative to other currencies.\34\ The Fund will invest 
only in currencies that it deems sufficiently liquid and accessible.
---------------------------------------------------------------------------

    \34\ The value of a floating currency is largely determined by 
supply and demand and prevailing market rates. In contrast, the 
value of a ``fixed'' currency is generally set by a government or 
central bank at an official exchange rate. The Fund therefore 
generally does not intend to invest in the currency of certain major 
commodity producers, such as China, Saudi Arabia, and the United 
Arab Emirates, since their respective currencies are fixed or 
otherwise closely linked to the U.S. dollar.
---------------------------------------------------------------------------

    The Fund may invest directly in foreign currencies in the form of 
bank and financial institution deposits, certificates of deposit, and 
bankers acceptances denominated in a specified non-U.S. currency, and 
may enter into foreign currency exchange transactions. As stated above, 
the Fund may also conduct its foreign currency exchange transactions on 
a spot (i.e., cash) basis at the spot rate prevailing in the foreign 
currency exchange market.
    Positioning for a stronger U.S. Dollar through a mixture of these 
securities and financial instruments is intended to provide a return 
reflective of the changes in the U.S. Dollar against the specified 
currencies, the U.S. cash rate, and the spread of foreign interest 
rates against U.S. interest rates.
    In order to reduce interest rate risk, the Fund will generally 
maintain a weighted average portfolio maturity with respect to money 
market securities of 90 days or less. The ``average portfolio 
maturity'' of the Fund will be the average of all current maturities of 
the individual securities in the Fund's portfolio. The Fund's actual 
portfolio duration may be longer or shorter depending on market 
conditions.
    The CC Bear Fund is actively-managed and is not tied to an index. 
The Exchange notes, however, that the Fund's investment portfolio in 
fixed income securities will meet the listing criteria for index-based, 
fixed income ETFs contained in NYSE Arca Equities Rule 5.2(j)(3).\35\
---------------------------------------------------------------------------

    \35\ See note 20, supra.
---------------------------------------------------------------------------

Other Investments of the Funds
    Each Fund reserves the right to invest in fixed income securities 
and cash, without limitation, as determined by the

[[Page 62756]]

Adviser or Sub-Adviser in response to adverse market, economic, 
political, or other conditions. Each Fund may also ``hedge'' or 
minimize its respective exposures to one or more foreign currencies in 
response to such conditions.
    While each Fund, under normal circumstances, will invest at least 
80% of its net assets in securities and other financial instruments as 
described above, each Fund may invest its remaining assets in other 
securities and financial instruments, as generally described below.
    Each Fund may invest in the securities of other investment 
companies and exchange-traded products,'' including other ETFs 
registered under the 1940 Act (``ETPs'').\36\
---------------------------------------------------------------------------

    \36\ When used herein, ETPs may include, without limitation, 
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). The ETPs in which the Funds may invest 
all will be listed and traded on U.S. registered exchanges. The 
Funds will invest in the securities of ETPs registered under the 
1940 Act consistent with the requirements of Section 12(d)(1) of the 
1940 Act or any rule, regulation or order of the Commission or 
interpretation thereof. The Funds will only make such investments in 
conformity with the requirements of Section 817 of the Internal 
Revenue Code of 1986. The ETPs in which the Funds may invest will 
primarily be indexed-based ETFs that hold substantially all of their 
assets in securities representing a specific index. While the Funds 
may invest in inverse ETPs, the Funds will not invest in leveraged 
(e.g., 2X, -2X, 3X, or -3X) ETPs.
---------------------------------------------------------------------------

    Each Fund may hold up to an aggregate of 15% of its net assets in 
illiquid securities (calculated at the time of investment), including 
Rule 144A securities deemed illiquid by the Adviser or Sub-Adviser in 
accordance with Commission guidance.\37\ Each Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if through a change in values, net assets, 
or other circumstances, more than 15% of a Fund's net assets are held 
in illiquid securities. Illiquid securities include securities subject 
to contractual or other restrictions on resale and other instruments 
that lack readily available markets as determined in accordance with 
Commission staff guidance.\38\
---------------------------------------------------------------------------

    \37\ A Fund's Sub-Adviser will be responsible for complying with 
the Fund's restrictions on investing in illiquid securities. In 
doing that, the Sub-Adviser makes ongoing determinations about the 
liquidity of Rule 144A securities that the respective Fund may 
invest in. In reaching liquidity decisions, the Sub-Adviser may 
consider the following factors: the frequency of trades and quotes 
for the security; the number of dealers wishing to purchase or sell 
the security and the number of other potential purchasers and dealer 
undertakings to make a market in the security; and the nature of the 
security and the nature of the marketplace trades (e.g., the time 
needed to dispose of the security, the method of soliciting offers, 
and the mechanics of transfer).
    \38\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also Investment Company Act 
Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 1970) 
(Statement Regarding ``Restricted Securities''); Investment Company 
Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 20, 1992) 
(Revisions of Guidelines to Form N-1A). A fund's portfolio security 
is illiquid if it cannot be disposed of in the ordinary course of 
business within seven days at approximately the value ascribed to it 
by the fund. See Investment Company Act Release No. 14983 (March 12, 
1986), 51 FR 9773 (March 21, 1986) (adopting amendments to Rule 2a-7 
under the 1940 Act); Investment Company Act Release No. 17452 (April 
23, 1990), 55 FR 17933 (April 30, 1990) (adopting Rule 144A under 
the Securities Act).
---------------------------------------------------------------------------

    According to the Registration Statement, with respect to each of 
the Funds, the Funds each intend to qualify each year as a regulated 
investment company (``RIC'') under Subchapter M of the Internal Revenue 
Code of 1986, as amended.\39\
---------------------------------------------------------------------------

    \39\ 26 U.S.C. 851.
---------------------------------------------------------------------------

    None of the Funds will concentrate 25% or more of the value of its 
respective total assets (taken at market value at the time of each 
investment) in any one industry, as that term is used in the 1940 Act 
(except that this restriction does not apply to obligations issued by 
the U.S. government or its agencies and instrumentalities).\40\
---------------------------------------------------------------------------

    \40\ See Form N-1A, Item 9. The Commission has taken the 
position that a fund is concentrated if it invests more than 25% of 
the value of its total assets in any one industry. See, e.g., 
Investment Company Act Release No. 9011 (Oct. 30, 1975), 40 FR 54241 
(November 21, 1975).
---------------------------------------------------------------------------

    None of the Funds will invest in any non-U.S. equity securities. 
Each Fund's investments will be consistent with the Fund's respective 
investment objective and will not be used to enhance leverage.
The Shares
    The Funds will issue and redeem Shares on a continuous basis at net 
asset value (``NAV'') \41\ only in large blocks of Shares (``Creation 
Units'') in transactions with Authorized Participants (as defined 
below). Creation Units generally will consist of 100,000 Shares, though 
this may change from time to time. Creation Units are not expected to 
consist of less than 50,000 Shares. The Funds will each issue and 
redeem Creation Units in exchange for a portfolio of money market 
securities and other instruments closely approximating the holdings of 
such Fund or a combination of money market securities, other 
instruments (``Deposit Securities''), and/or an amount of U.S. cash 
representing one or more Deposit Securities (``Deposit Cash''). Once 
created, Shares of the Funds will trade on the secondary market in 
amounts less than a Creation Unit.
---------------------------------------------------------------------------

    \41\ The NAV of each Fund's Shares generally is calculated once 
daily Monday through Friday as of the close of regular trading on 
the New York Stock Exchange, generally 4:00 p.m. Eastern time or 
``E.T.'' (``NAV Calculation Time''). NAV per Share is calculated by 
dividing a Fund's net assets by the number of Fund Shares 
outstanding. For more information regarding the valuation of Fund 
investments in calculating a Fund's NAV, see the Registration 
Statement for such Fund.
---------------------------------------------------------------------------

    Together, the Deposit Securities and/or Deposit Cash and the Cash 
Component will constitute the ``Fund Deposit,'' which represents the 
minimum initial and subsequent investment amount for a Creation Unit of 
the applicable Fund. The ``Cash Component'' will be an amount equal to 
the difference between the NAV of the Shares (per Creation Unit) and 
the market value of the Deposit Securities (e.g., if the NAV per 
Creation Unit is less than the market value of the Deposit Securities, 
the Cash Component will be a corresponding negative amount and the 
creator will be entitled to receive cash in an amount equal to the Cash 
Component). The Cash Component will serve the function of compensating 
for any differences between the NAV per Creation Unit and the market 
value of the Deposit Securities and/or Deposit Cash, as applicable.
    According to the Registration Statement, to be eligible to place 
orders with respect to creations and redemptions of Creation Units, an 
entity must be (i) a ``Participating Party,'' i.e., a broker-dealer or 
other participant in the clearing process through the Continuous Net 
Settlement System of the National Securities Clearing Corporation 
(``NSCC''), or (ii) a Depository Trust Company (``DTC'') participant. 
In addition, each Participating Party or DTC participant (each, an 
``Authorized Participant'') must execute an agreement that has been 
agreed to by the Principal Underwriter and the Transfer Agent, and that 
has been accepted by the Trust, with respect to purchases and 
redemptions of Creation Units.

[[Page 62757]]

    The Custodian, through the NSCC, will make available on each 
business day, immediately prior to the opening of business on the 
Exchange's Core Trading Session (currently 9:30 a.m. E.T.), the list of 
names and the required number of each Deposit Security and/or Deposit 
Cash, as applicable, to be included in the current Fund Deposit (based 
on information at the end of the previous business day) for the 
applicable Fund. Such Fund Deposit is subject to any applicable 
adjustments, in order to effect purchases of Creation Units of the Fund 
until such time as the next-announced composition of the Deposit 
Securities and/or Deposit Cash, as applicable, is made available.
    Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form by the 
applicable Fund through the Transfer Agent and only on a business day.
    With respect to the Fund, the Custodian, through the NSCC, will 
make available immediately prior to the opening of business on the 
Exchange (9:30 a.m. E.T.) on each business day, the list of the names 
and quantities of the applicable Fund's portfolio securities (``Fund 
Securities'') that will be applicable (subject to possible amendment or 
correction) to redemption requests received in proper form on that day. 
Fund Securities on redemption may not be identical to Deposit 
Securities.
    Redemption proceeds for a Creation Unit will be paid either in-kind 
or in cash or a combination thereof, as determined by the Trust. With 
respect to in-kind redemptions of the Fund, redemption proceeds will 
consist of Fund Securities as announced by the Custodian on the 
business day of the request for redemption received in proper form plus 
cash in an amount equal to the difference between the NAV of the Shares 
being redeemed, as next determined after receipt of a request in proper 
form, and the value of the Fund Securities (``Cash Redemption 
Amount''), less a fixed redemption transaction fee and any applicable 
variable charge as set forth in the Registration Statement. In the 
event the Fund Securities have a value greater than the NAV of the 
Shares, a compensating cash payment equal to the differential will be 
required to be made by or through an Authorized Participant by the 
redeeming shareholder. Notwithstanding the foregoing, at the Trust's 
discretion, an Authorized Participant may receive the corresponding 
cash value of the securities in lieu of the in-kind securities value 
representing one of more Fund Securities.
    The creation/redemption order cut-off time for the Funds is 
expected to be 4:00 p.m. E.T. for purchases/redemptions of Shares. On 
days when the Exchange closes earlier than normal, the applicable Fund 
may require orders for Creation Units to be placed earlier in the day.
    Additional information regarding the Shares and the Funds, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings disclosure policies, 
distributions, and taxes is included in the Registration Statement.
Net Asset Value
    The NAV per Share for each of the Funds will be computed by 
dividing the value of the net assets of each Fund (i.e., the value of 
its total assets less total liabilities) by the total number of Shares 
outstanding, rounded to the nearest cent. Expenses and fees, including 
the management fees, are accrued daily and taken into account for 
purposes of determining NAV.\42\ The NAV of each Fund will be 
calculated by the Custodian and determined at the close of regular 
trading session on the Exchange (ordinarily 4:00 p.m. E.T.) on each day 
that the Exchange is open, provided that fixed-income assets may be 
valued as of the announced closing time for trading in fixed-income 
instruments on any day that the Securities Industry and Financial 
Markets Association (or the applicable exchange or market on which the 
applicable Fund's investments are traded) announces an early closing 
time. Creation/redemption order cut-off times may also be earlier on 
such days.
---------------------------------------------------------------------------

    \42\ International Data Corporation (``IDC'') is expected to be 
the primary price source for each Fund's assets. Each Fund may also 
rely, however, on other recognized third-party pricing sources, 
including without limitation, Bloomberg, WM Reuters, JP Morgan, 
Markit, and JJ Kenney, to provide prices for certain asset 
categories including, among others, currency swaps, currency forward 
contracts, spot currencies, and corporate securities, in each case 
as approved or ratified, from time to time, by the applicable Fund's 
board of trustees. Exchange listed instruments will be valued, based 
on the end of day exchange prices of those instruments.
---------------------------------------------------------------------------

    In calculating a Fund's NAV per Share, the Fund's investment will 
generally be valued using market valuations. A market valuation 
generally means a valuation (i) obtained from an exchange, a pricing 
service, or a major market maker (or dealer), (ii) based on a price 
quotation or other equivalent indication of value supplied by an 
exchange, a pricing service, or a major market maker or dealer, or 
(iii) based on amortized cost, for securities with remaining maturities 
of 60 days or less. The Adviser may use various pricing services or 
discontinue the use of any pricing service, as approved by the 
applicable Fund's board of trustees (``Board'') from time to time. A 
price obtained from a pricing service based on such pricing service's 
valuation matrix may be considered a market valuation. Any assets or 
liabilities denominated in currencies other than the U.S. dollar will 
be converted into U.S. dollars at the current market rates on the date 
of valuation as quoted by one or more sources.
    In the event that current market valuations are not readily 
available or such valuations do not reflect current market value, the 
Trust's procedures require the Trust's Valuation Committee to determine 
a security's or other asset's fair value in accordance with the 1940 
Act if a market price is not readily available.\43\ In determining such 
value, the Trust's Valuation Committee may consider, among other 
things, (i) price comparisons among multiple sources, (ii) a review of 
corporate actions and news events, and (iii) a review of relevant 
financial indicators (e.g., movement in interest rates and market 
indices). In these cases a Fund's NAV may reflect certain portfolio 
securities' or other assets' fair values rather than their market 
prices. Fair value pricing involves subjective judgments and it is 
possible that the fair value determination for a security or other 
asset is materially different than the value that could be realized 
upon the sale of the security.
---------------------------------------------------------------------------

    \43\ The Trust's Board has established a Valuation Committee 
that is composed of officers of the Trust, investment management 
personnel of the Adviser and senior operations and administrative 
personnel of the applicable Sub-Adviser. The Valuation Committee is 
responsible for the valuation and revaluation of any portfolio 
investments for which market quotations are not readily available. 
The Valuation Committee has implemented procedures designed to 
prevent the use and dissemination of material, non-public 
information regarding valuation and revaluation of any portfolio 
investment.
---------------------------------------------------------------------------

Availability of Information
    The Funds' Web site (www.wisdomtree.com), which will be publicly 
available prior to the public offering of Shares, will include a form 
of the prospectus for the Funds that may be downloaded. The Web site 
will include additional quantitative information updated on a daily 
basis, including, for each Fund: (1) The prior business day's reported 
NAV, mid-point of the bid/ask spread at the time of calculation of such 
NAV (``Bid/Ask

[[Page 62758]]

Price''),\44\ 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 \45\ 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'') held by each Fund that will form the basis for each Fund's 
calculation of NAV at the end of the business day.\46\ The Disclosed 
Portfolio will include, as applicable, the names, quantity, percentage 
weighting, and market value of money market securities and other assets 
held by the Fund and the characteristics of such assets. The Web site 
and information will be publicly available at no charge.
---------------------------------------------------------------------------

    \44\ The Bid/Ask Price of a Fund will be determined using the 
mid-point of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of such Fund's NAV. The records relating 
to Bid/Ask Prices will be retained by each Fund and its service 
providers.
    \45\ The Core Trading Session is 9:30 a.m. to 4:00 p.m. E.T.
    \46\ Under accounting procedures to be followed by the Funds, 
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, each 
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.
---------------------------------------------------------------------------

    In addition, for each Fund, an estimated value, defined in Rule 
8.600 as the ``Portfolio Indicative Value,'' that reflects an estimated 
intraday value of the Fund's portfolio, will be widely 
disseminated.\47\ The Portfolio Indicative Value will be based upon the 
current value for the components of the Disclosed Portfolio and will be 
updated and disseminated by one or more major market data vendors at 
least every 15 seconds during the Core Trading Session on the Exchange. 
In addition, during hours when the markets for money market securities 
in a Fund's portfolio are closed, the Portfolio Indicative Value will 
be updated at least every 15 seconds during the Core Trading Session to 
reflect currency exchange fluctuations.
---------------------------------------------------------------------------

    \47\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available 
Portfolio Indicative Values taken from the Consolidated Tape 
Association (``CTA'') or other data feeds.
---------------------------------------------------------------------------

    The dissemination of the Portfolio Indicative Value, together with 
the Disclosed Portfolio, will allow investors to determine the value of 
the underlying portfolio of each Fund on a daily basis and to provide a 
close estimate of that value throughout the trading day.
    Intra-day executable price quotations on money market securities 
and other Fund fixed income securities, currency forwards, currency 
options, currency futures, currency swaps, and foreign exchange are 
available from major broker-dealer firms. Price information for listed 
currency options, listed currency futures, and ETPs is available from 
the exchange on which they trade. Intra-day price information is 
available through subscription services, such as Bloomberg and Thomson 
Reuters, which can be accessed by Authorized Participants and other 
investors. Information regarding market price and volume of the Shares 
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 for the Shares will be available via the CTA 
high-speed line.
Initial and Continued Listing
    The Shares will be subject to Rule 8.600, which sets forth the 
initial and continued listing criteria applicable to Managed Fund 
Shares. The Exchange represents that, for initial and/or continued 
listing, the Funds must be in compliance with Rule 10A-3 under the 
Act,\48\ as provided by NYSE Arca Equities Rule 5.3. A minimum of 
100,000 Shares for each Fund 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 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.
---------------------------------------------------------------------------

    \48\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

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 a Fund. Shares of each Fund will be halted if 
the ``circuit breaker'' parameters in NYSE Arca Equities Rule 7.12 are 
reached. These may include: (1) The extent to which trading is not 
occurring in the securities or the financial instruments comprising the 
Disclosed Portfolio of a 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 a 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 4:00 a.m. to 8:00 p.m. E.T. 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. As provided in 
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price 
variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca Marketplace is $0.01, with the 
exception of securities that are priced less than $1.00 for which the 
MPV for order entry is $0.0001.
Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\49\ 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.
---------------------------------------------------------------------------

    \49\ FINRA surveils trading on the Exchange pursuant to a 
regulatory services agreement. The Exchange is responsible for 
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. 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.
    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares, ETPs, futures contracts, and options 
contracts with other markets and other entities that are members of the 
ISG, and FINRA, on behalf of the Exchange, may obtain trading 
information regarding trading in the Shares, ETPs, futures contracts, 
and

[[Page 62759]]

options contracts from such markets and other entities. In addition, 
the Exchange may obtain information regarding trading in the Shares, 
ETPs, futures contracts, and options contracts from markets and other 
entities that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.\50\ The ETPs, 
currency options, and currency futures held by the Funds all will be 
traded on registered exchanges that are ISG members or with which the 
Exchange has in place a comprehensive surveillance sharing agreement.
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    \50\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for a Fund may trade on markets that are members 
of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.
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    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 of Shares in a Fund, the 
Exchange will inform its Equity Trading Permit 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 Equity Trading Permit 
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 Equity Trading Permit 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 a 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 Act. The Bulletin 
will also disclose that the NAV for the Shares will be calculated after 
4:00 p.m. E.T. each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \51\ 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.
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    \51\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the propose rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed on the Exchange pursuant to the initial and 
continued listing criteria in NYSE Arca Equities Rule 8.600. The 
Exchange has in place surveillance procedures that are adequate to 
properly monitor trading in the Shares in all trading sessions and to 
deter and detect violations of Exchange rules and applicable federal 
securities laws. The Adviser is not registered as, or affiliated, with 
a broker-dealer. Mellon is not a broker-dealer, but it is affiliated 
with multiple broker-dealers and has implemented a ``fire wall'' with 
respect to such broker-dealers regarding access to information 
concerning the composition and/or changes to a Fund's portfolio. In the 
event (a) the Adviser or Sub-Adviser becomes registered as, or the 
Adviser becomes newly affiliated with, a broker-dealer, or (b) any new 
adviser or sub-adviser is registered as or is affiliated with a broker-
dealer, they will implement a fire wall with respect to such broker-
dealer regarding access to information concerning the composition and/
or changes to the applicable Fund's portfolio, and will be subject to 
procedures designed to prevent the use and dissemination of material, 
non-public information regarding such portfolio. In addition, Sub-
Adviser personnel who make decisions regarding each Fund's portfolio 
are subject to procedures designed to prevent the use and dissemination 
of material, non-public information regarding the Fund's portfolio. The 
Index Sponsor is not a broker-dealer but is affiliated with one or more 
broker-dealers. The Index Sponsor has implemented procedures designed 
to prevent the illicit use and dissemination of material, non-public 
information regarding the Indexes and has implemented a ``fire wall'' 
with respect to such broker-dealers regarding the Indexes. FINRA, on 
behalf of the Exchange, will communicate as needed regarding trading in 
the Shares, ETPs, futures contracts, and options contracts with other 
markets and other entities that are members of the ISG and FINRA, and 
on behalf of the Exchange, may obtain trading information regarding 
trading in the Shares, ETPs, futures contracts, and options contracts 
from such markets and other entities. In addition, the Exchange may 
obtain information regarding trading in the Shares, ETPs, futures 
contracts, and options contracts from markets and other entities that 
are members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement. The ETPs, currency 
options, and currency futures held by the Funds all will be traded on 
registered exchanges that are ISG members or with which the Exchange 
has in place a comprehensive surveillance sharing agreement. The 
holdings of the Funds will be comprised primarily of money market 
securities and related investments in derivative instrument such as 
forward contracts, listed futures contracts, currency options, and swap 
agreements, as well as spot currencies. Each Fund's fixed income 
investment portfolio will meet the listing criteria for index-based, 
fixed income ETFs contained in NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02.\52\ Each of the Funds will invest only in currencies, 
and instruments that provide exposure to such currencies, that have 
significant foreign exchange turnover and are included in the BIS 
Survey. To the extent practicable, each Fund will invest in swaps 
cleared through the facilities of a centralized clearinghouse. The 
Funds' investments in currency forward contracts, listed futures 
contracts, listed options contracts, and swap agreements will be backed 
by investments in U.S. issued money market securities, longer-term U.S. 
government securities, or other liquid assets (e.g., commercial paper) 
in an amount equal to the exposure of such contracts. The Funds 
therefore will not use derivative instruments to enhance leverage. The 
listed currency options contracts and listed futures contracts in which 
the Funds will invest will be listed on U.S. exchanges regulated by the 
Commission or the CFTC, as applicable, or on specified foreign 
exchanges that are members of ISG and whose regulators are signatories 
to the IOSCO MMOU. The Funds will limit investments in illiquid 
securities, including Rule 144A securities deemed illiquid by the Sub-
Adviser, to 15% of net assets in conformance with Commission guidance, 
and they will not invest in non-U.S. equity securities.

[[Page 62760]]

Each Fund's investments will be consistent with that Fund's investment 
objective and will not be used to enhance leverage. While the Fund may 
invest in inverse ETPs, the Fund will not invest in leveraged (e.g., 
2X, -2X, 3X, or -3X) ETPs.
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    \52\ See note 20, supra.
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    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share of each Fund will be calculated daily 
every day the NYSE is open, and that the applicable NAV and Disclosed 
Portfolio will be made available to all market participants at the same 
time. In addition, a large amount of publicly available information 
will be publicly available regarding the Funds and the Shares, thereby 
promoting market transparency.
    The Exchange believes that the proposed rule change will facilitate 
the listing and trading of additional types of exchange-traded products 
that will enhance competition among market participants, to the benefit 
of investors and the marketplace. In addition, the listing and trading 
criteria set forth in Rule 8.600 are intended to protect investors and 
the public interest. Each Fund's portfolio holdings that will form the 
basis for the Fund's calculation of NAV will be disclosed on its Web 
site daily after the close of trading on the Exchange and prior to the 
opening of trading of Shares in the Core Trading Session on the 
Exchange the following day. In addition, the Portfolio Indicative 
Value, as defined in NYSE Arca Equities Rule 8.600(c)(3), will be 
disseminated by the CTA or by one or more major market data vendors at 
least every 15 seconds during the Core Trading Session. Information 
regarding market price and trading volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services, and quotation 
and last-sale information will be available via the CTA high speed 
line. In addition, the Exchange has in place surveillance procedures 
that are adequate to properly monitor trading in the Shares. The Web 
site for the Funds will include a form of the applicable prospectuses 
for the Funds and additional data relating to the NAV and other 
applicable quantitative information. Moreover, 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. Trading in Shares of the Funds will 
be halted if the circuit breaker parameters in NYSE Arca Rule 7.12 have 
been reached in the applicable Fund or because of market condition or 
for reasons that, in the view of the Exchange, make trading in the 
Shares inadvisable, and trading in the Shares will be subject to NYSE 
Arca Rule 8.600(d)(2)(D), which sets forth circumstances under which 
trading in Shares of the Funds may be halted. In addition, as noted 
above, investors will have ready access to information regarding the 
Funds' holdings, the Portfolio Indicative Values, the Disclosed 
Portfolios, and quotation and last-sale information for the Shares of 
the Funds.

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 purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of 
additional actively-managed exchange-traded products that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace.

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 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days after 
publication (i) as the Commission may designate 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 or disapprove 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 email to rule-comments@sec.gov. Please 
include File Number SR-NYSEArca-2013-101 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-2013-101. 
This file number should be included on the subject line if email is 
used. To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for Web site 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street NE., Washington, DC 20549, on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be 
available for inspection and copying at the principal office of the 
Exchange. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
NYSEArca-2013-101 and should be submitted on or before November 12, 
2013.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\53\
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    \53\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-24633 Filed 10-21-13; 8:45 am]
BILLING CODE 8011-01-P


