80_FR_23709 80 FR 23628 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating to the Listing and Trading of the Shares of the WisdomTree Western Unconstrained Bond Fund of the WisdomTree Trust

80 FR 23628 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating to the Listing and Trading of the Shares of the WisdomTree Western Unconstrained Bond Fund of the WisdomTree Trust

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 81 (April 28, 2015)

Page Range23628-23634
FR Document2015-09763

Federal Register, Volume 80 Issue 81 (Tuesday, April 28, 2015)
[Federal Register Volume 80, Number 81 (Tuesday, April 28, 2015)]
[Notices]
[Pages 23628-23634]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-09763]



[[Page 23628]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74780; File No. SR-NASDAQ-2015-012]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order 
Granting Approval of Proposed Rule Change, as Modified by Amendment No. 
1 Thereto, Relating to the Listing and Trading of the Shares of the 
WisdomTree Western Unconstrained Bond Fund of the WisdomTree Trust

April 22, 2015.

I. Introduction

    On February 18, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to list and trade the shares (``Shares'') of the 
WisdomTree Western Unconstrained Bond Fund (``Fund'') under Nasdaq Rule 
5735. The proposed rule change was published for comment in the Federal 
Register on March 11, 2015.\3\ On March 18, 2015, the Exchange filed 
Amendment No. 1 to the proposed rule change.\4\ The Commission received 
no comments on the proposal. This order grants approval of the proposed 
rule change, as modified by Amendment No. 1 thereto.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 74448 (Mar. 5, 
2015), 80 FR 12832 (``Notice'').
    \4\ In Amendment No. 1 to the proposed rule change, the Exchange 
clarified the use of the defined terms ``Debt Instruments'' and 
``Money Market Securities,'' and removed certain technical 
redundancies. Because Amendment No. 1 to the proposed rule change 
seeks to make certain clarifications and technical corrections, and 
does not materially affect the substance of the proposed rule change 
or raise unique or novel regulatory issues, Amendment No. 1 does not 
require notice and comment.
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II. Description of the Proposed Rule Change

    The Exchange proposes to list and trade Shares of the Fund under 
Nasdaq Rule 5735, which governs the listing and trading of Managed Fund 
Shares on the Exchange. The Shares will be offered by the WisdomTree 
Trust (``Trust''), which 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 the 
Fund.\5\
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    \5\ According to the Exchange, the Trust has filed an amendment 
to its Registration Statement on Form N-1A for the Fund, dated 
December 19, 2014, under the Securities Act of 1933 (``Securities 
Act'') and the Investment Company Act of 1940 (``1940 Act'') (File 
Nos. 333-132380 and 811-21864). The Exchange also represents that 
the Trust has obtained an order from the Commission granting certain 
exemptive relief under the 1940 Act (``Exemptive Order''). In 
compliance with Nasdaq Rule 5735(b)(5), 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 Fund 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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    WisdomTree Asset Management, Inc. will be the investment adviser 
(``Adviser'') to the Fund, and Western Asset Management Company will 
serve as sub-adviser (``Sub-Adviser''). State Street Bank and Trust 
Company will serve as the administrator, custodian, and transfer agent 
for the Trust, and ALPS Distributors, Inc. will serve as the 
distributor.
    The Exchange represents that neither the Adviser nor Sub-Adviser is 
registered as, or is affiliated with, a broker-dealer.\6\ The Exchange 
also represents that the Shares will be subject to Nasdaq Rule 5735, 
which sets forth the initial and continued listing criteria applicable 
to Managed Fund Shares, and that for initial and continued listing, the 
Fund must be in compliance with Rule 10A-3 under the Act.\7\
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    \6\ See Nasdaq Rule 5735(g). The Exchange states that, in the 
event (a) the Adviser or the Sub-Adviser becomes newly affiliated 
with a broker-dealer or registers as a broker-dealer, or (b) any new 
adviser or sub-adviser is a registered broker-dealer or becomes 
affiliated with a broker-dealer, the Adviser, the Sub-Adviser, or 
any new adviser or sub-adviser, as the case may be, will implement a 
fire wall with respect to its relevant personnel or its broker-
dealer affiliate, as applicable, regarding access to information 
concerning the composition of or changes to the portfolio, and will 
be subject to procedures designed to prevent the use and 
dissemination of material, non-public information regarding the 
portfolio.
    \7\ See 17 CFR 240.10A-3.
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    The Exchange has made the following representations and statements 
in describing the Fund and its investment strategy, including, among 
other things, portfolio holdings and investment restrictions.

A. The Exchange's Description of the Principal Investments of the Fund

    According to the Exchange, the Fund seeks to provide a high level 
of total return consisting of both income and capital appreciation. The 
Fund intends to achieve its investment objective through direct and 
indirect investments in ``Debt Instruments,'' which will include: (i) 
Fixed income securities, such as bonds and notes; \8\ and (ii) other 
debt obligations and certain derivatives and other instruments based on 
Debt Instruments or currency, each as described below. Under normal 
market conditions,\9\ the Fund intends to invest at least 80% of its 
net assets in Debt Instruments (but not more than 35% of Fund assets in 
derivatives that are Debt Instruments).
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    \8\ The Fund may invest in fixed income securities that have 
variable or floating interest rates which are readjusted on set 
dates (such as the last day of the month or calendar quarter) in the 
case of variable rates or whenever a specified interest rate change 
occurs in the case of a floating rate instrument. Variable or 
floating interest rates generally reduce changes in the market price 
of securities from their original purchase price because, upon 
readjustment, such rates approximate market rates. Accordingly, as 
interest rates decrease or increase, the potential for capital 
appreciation or depreciation is less for variable or floating rate 
securities than for fixed rate obligations.
    \9\ The term ``under normal market conditions'' 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.
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    Specifically, the Fund intends to invest in the following Debt 
Instruments: (1) Instruments denominated in U.S. dollars or local 
currencies; (2) securities or other debt obligations issued by 
corporations or agencies that may receive financial support or backing 
from local government; (3) securities or other debt obligations issued 
by supranational organizations, such as the European Investment Bank, 
International Bank for Reconstructions and Development, the 
International Finance Corporation, or other regional development banks; 
(4) ``Government securities,'' as defined in Section 3(a)(42) of the 
Act (``Government Securities''); (5) securities issued or guaranteed by 
non-U.S. governments, agencies, and instrumentalities; (6) municipal 
securities (including taxable and tax-exempt municipal securities), as 
defined in Section 3(a)(29) of the Act; (7) ``Putable'' bonds (bonds 
that give the holder the right to sell the bond to the issuer prior to 
the bond's maturity), when the put date is within a 24 month period; 
and ``busted'' convertible securities (convertible securities that are 
trading well below their conversion values minimizing the likelihood 
that they will ever reach their convertible prices prior to maturity); 
(8) loan participation notes; \10\ (9) zero-coupon

[[Page 23629]]

securities and interest-only securities; (10) debt securities linked to 
inflation rates of the U.S. and non-U.S. countries; (11) repurchase 
agreements backed by Government Securities and non-U.S. government 
securities; \11\ (12) bank loans (including senior loans); (13) Money 
Market Securities; \12\ and (14) mortgage-backed securities (including 
commercial mortgage-backed securities, collateralized mortgage 
obligations, adjustable rate mortgage back securities, and interest-
only mortgage-backed securities, including, in each case, agency 
mortgage-backed securities, GSE-issued or guaranteed mortgage-backed 
securities, and privately issued mortgage-backed securities) and asset-
backed securities.\13\
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    \10\ According to the Exchange, the Fund may invest in loan 
participation notes that have a minimum outstanding principal amount 
of $200 million that the Adviser or Sub-Adviser deems to be liquid.
    \11\ The Fund may enter into repurchase agreements with 
counterparties that are deemed to present acceptable credit risks, 
and may enter into reverse repurchase agreements, which involve the 
sale of securities held by the Fund subject to its agreement to 
repurchase the securities at an agreed upon date or upon demand and 
at a price reflecting a market rate of interest.
    \12\ ``Money Market Securities'' include: Short-term, high 
quality securities issued or guaranteed by the U.S. government or 
non-U.S. governments, their agencies and instrumentalities; 
repurchase agreements backed by U.S. government securities 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. In the event the Fund engages in these temporary 
defensive strategies that are inconsistent with its investment 
strategies, the Fund's ability to achieve its investment objectives 
may be limited.
    \13\ The Fund may invest up to 20% of its net assets, in the 
aggregate, in privately issued mortgage-backed securities and 
privately-issued ABS. Debt Instruments will also include debt 
securities which are secured with collateral consisting of mortgage-
backed securities or asset-backed securities.
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    The Fund intends to invest in Debt Instruments originating 
primarily in developed and emerging markets countries.\14\ The Fund's 
exposure to any single corporate issuer generally will be limited to 
10% of the Fund's assets, and the Fund's exposure to any single 
sovereign issuer generally will be limited to 25% of the Fund's assets 
(excluding exempted securities as defined in Section 3(a)(12) of the 
Act). In addition, the Fund's exposure to any one country (other than 
the United States) generally will be limited to 30% of the Fund's 
assets, though this percentage may change from time to time in response 
to economic events and changes to the respective credit ratings of the 
Debt Instruments in such country.
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    \14\ The Fund may invest up to 50% of Fund assets in securities 
issued by issuers that are organized in or maintain their principal 
place of business in emerging market countries.
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    The Fund may invest in Debt Instruments with effective or final 
maturities of any length. The Fund will seek to keep the average 
effective duration of its portfolio between -5 and 10 years under 
normal market conditions. Effective duration is an indication of an 
investment's interest rate risk or how sensitive an investment or a 
fund is to changes in interest rates. Generally, a fund or instrument 
with a longer effective duration is more sensitive to interest rate 
fluctuations, and, therefore, more volatile, than a similar fund with a 
shorter effective duration. To potentially protect the Fund against the 
impact of rising rates, the Adviser or Sub-Adviser may take the 
duration of the Fund below zero through strategic short positions in 
instruments such as U.S. Treasury futures (subject to the Fund's limits 
on investments in derivative instruments as described below). A 
negative duration suggests that the Fund may benefit from a rise in 
rates.\15\ The Fund's actual portfolio duration may be longer or 
shorter depending on market conditions.
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    \15\ Negative duration would occur when the total duration of 
the Fund's liabilities (e.g., through short positions in U.S. 
government securities or related futures positions) is less than the 
total duration of the Fund's assets.
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    In addition, the Fund may invest, in the aggregate, up to 35% of 
its assets in the following derivatives, which are also Debt 
Instruments (with no more than 20% of the Fund's investments in 
derivative instruments that are not within the definition of ``Debt 
Instruments''): (1) Credit-linked notes; \16\ (2) listed futures 
contracts on Debt Instruments; \17\ (3) non-deliverable forward 
currency contracts; \18\ (4) currency swaps; \19\ (5) interest rate 
swaps; (6) listed currency options; and (7) listed options on futures 
contracts on Debt Instruments.
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    \16\ The Fund will invest no more than 25% of its net assets in 
credit-linked notes.
    \17\ According to the Exchange, the Adviser has registered with 
the Commodity Futures Trading Commission as a commodity pool 
operator under the Commodity Exchange Act with regard to the Fund. 
The futures contracts in which the Fund may invest will be listed on 
exchanges in the United States, Brazil, Chile, Germany, Hong Kong, 
Mexico, Singapore, South Korea, or the United Kingdom. Each of the 
futures exchange's primary financial markets regulators 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. In 
addition, the futures contracts in which the Fund may invest in the 
United States, Germany, Hong Kong, Singapore, South Korea, or the 
United Kingdom will be listed on exchanges that are members of the 
Intermarket Surveillance Group (``ISG''), which includes affiliates 
of LIFFE Administration and Management, Eurex Frankfurt A.G., the 
Hong Kong Exchanges & Clearing Ltd., the Korea Exchange, the 
Singapore Exchange, Ltd., NASDAQ OMX BX, and NASDAQ OMX PHLX LLC. At 
least 90% of Fund assets that are invested in exchange-traded 
derivative instruments will be invested in instruments that trade in 
markets that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.
    \18\ According to the Exchange, the Fund may enter into forward 
currency contracts in order to ``lock in'' the exchange rate between 
the currency it will deliver and the currency it will receive for 
the duration of the contract. The Fund will invest only in 
currencies, and instruments that provide exposure to such 
currencies, that have significant foreign exchange turnover and are 
included in the Bank for International Settlements Triennial Central 
Bank Survey, December 2013 (``BIS Survey''). The Fund may invest in 
currencies, and instruments that provide exposure to such 
currencies, selected from the top 40 currencies (as measured by 
percentage share of average daily turnover for the applicable month 
and year) included in the BIS Survey.
    \19\ See id.
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    The Fund may invest in combinations of investments that provide 
similar exposure to local currency debt, such as investment in U.S. 
dollar denominated bonds combined with forward currency positions or 
swaps.\20\ Forward currency contracts and swap positions can be 
incorporated with bonds denominated in non-U.S. currencies to hedge 
bond exposures back into U.S. dollars. Conversely, forward currency 
contracts and swap positions can be implemented in combination with 
U.S. dollar denominated bonds to create local currency bond exposures. 
Additionally, the Fund's use of forward contracts and swaps may be 
combined with investments in short-term, high quality U.S. Money Market 
Securities in a manner designed to provide exposure to similar 
investments in local currency deposits.\21\
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    \20\ To the extent practicable, the Fund will invest in swaps 
cleared through the facilities of a centralized clearing house. The 
Fund may also invest in Money Market Securities that would serve as 
collateral for the futures contracts and swap agreements.
    \21\ According to the Exchange, the Fund will seek, where 
possible, to use counterparties, as applicable, whose financial 
status is such that the risk of default is reduced; however, the 
risk of losses resulting from default is still possible. The Adviser 
or the Sub-Adviser will evaluate the creditworthiness of 
counterparties on an ongoing basis. In addition to information 
provided by credit agencies, the Adviser's or the Sub-Adviser's 
analysis will evaluate each approved counterparty using various 
methods of analysis and may consider such factors as the 
counterparty's liquidity, its reputation, the Adviser's or the Sub-
Adviser's past experience with the counterparty, its known 
disciplinary history, and its share of market participation. The 
Adviser or Sub-Adviser will also attempt to mitigate the Fund's 
respective 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. The Fund 
will enter into over-the-counter non-centrally cleared instruments 
only with financial institutions that meet certain credit quality 
standards and monitoring policies. The 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 Fund generally 
will collateralize over-the-counter, non-centrally- cleared 
instruments with cash 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 the Fund is owed money in the over-
the-counter non-centrally cleared instruments transaction, the 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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[[Page 23630]]

    The Fund will use derivative instruments primarily to hedge 
interest rate risk and actively manage interest rate exposure and, as 
described below, to hedge foreign currency risk and actively manage 
foreign currency exposure. The Fund may also use derivative instruments 
to enhance returns, as a substitute for, or to gain exposure to, a 
position in an underlying asset, to reduce transaction costs, to 
maintain full market exposure (which means to adjust the 
characteristics of its investments to more closely approximate those of 
the markets in which it invests), to manage cash flows, or to preserve 
capital. The Fund's use of derivative instruments will be 
collateralized by investments in Money Market Securities and other 
liquid Debt Instruments. All Money Market Securities acquired by the 
Fund will be rated investment grade,\22\ except that the 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.\23\
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    \22\ The term ``investment grade,'' for purposes of Money Market 
Securities, means securities rated A1 or A2 by one or more 
Nationally Recognized Statistical Rating Organizations (``NRSROs'').
    \23\ The determination that an unrated security is of comparable 
quality to a rated security (including, as applicable, an investment 
grade security) by the Adviser or Sub-Adviser 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 NRSRO in rating similar securities and issuers.
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    The Exchange represents that the Fund's investments in derivative 
instruments will be made in accordance with the 1940 Act and consistent 
with the Fund's investment objectives and policies, and will not be 
used to enhance leverage. The Fund will comply with the regulatory 
requirements of the Commission to maintain assets as ``cover,'' 
maintain segregate accounts, and make margin payments when it takes 
positions in derivative instruments involving obligations to third 
parties (i.e., instruments other than purchase options). With respect 
to certain kinds of derivative transactions entered into by the Fund 
that involve obligations to make future payments to third parties, 
including, but not limited to, futures and forward contracts, swap 
contracts, the purchase of securities on a when-issued or delayed-
delivery basis, or reverse repurchase agreements, the Fund, in 
accordance with applicable federal securities laws, rules, and 
interpretations thereof, will ``set aside'' liquid assets, or engage in 
other measures to ``cover'' open positions with respect to such 
transactions.
    The Exchange represents that liquidity will be an important factor 
in the Fund's security selection process.\24\ Under normal market 
conditions, at least 80% of the Fund's net assets that are invested in 
Debt Instruments will be invested in Debt Instruments that are issued 
by issuers with outstanding debt of at least $200 million (or the 
foreign currency equivalent thereof). In addition, while the Fund will 
be actively-managed and will not be tied to an index, the Exchange 
represents that the Fund's investment portfolio will meet the criteria 
for non-actively managed, index-based, fixed income exchange-traded 
funds (``ETFs'') contained in Nasdaq Rule 5705(a)(4)(A).\25\
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    \24\ In reaching liquidity decisions, the Adviser or 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; 
dealer undertakings to make a market in the security; and the nature 
of the security and the nature of the marketplace in which it trades 
(e.g., the time needed to dispose of the security, the method of 
soliciting offers and the mechanics of transfer).
    \25\ See Exchange Rule 5705(a)(4)(A). The Fund will meet the 
following requirements of Rule 5705(a)(4)(A): (i) The index or 
portfolio must consist of fixed income securities (which are 
generally defined to include Debt Instruments) (Rule 
5705(a)(4)(A)(i)); (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 5705(a)(4)(A)(ii)); (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 5705(a)(4)(A)(iii)); (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 5705(a)(4)(A)(iv)); (v) an underlying index 
or portfolio (excluding exempted securities) must include securities 
from a minimum of 13 non-affiliated issuers (Rule 5705(a)(4)(A)(v)); 
and (vi) component securities that in the aggregate account for at 
least 90% of the weight of the index or portfolio must be from 
issuers that have a worldwide market value of its outstanding common 
equity held by non-affiliates of $700 million or more (Rule 
5705(a)(4)(A)(vi)(c)).
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B. The Exchange's Description of the Other Investments of the Fund

    As noted above, under normal market conditions, no more than 35% of 
the Fund's investments will be in derivative instruments, with no more 
than 20% of the Fund's investments in derivative instruments that are 
not within the definition of ``Debt Instruments.'' The Fund may invest 
in the following derivative instruments that are not within the 
definition of ``Debt Instruments'': (1) Listed futures contracts (other 
than on Debt Instruments); \26\ (2) total return swaps; (3) credit 
default swaps; and (4) listed options on futures contracts (other than 
on Debt Instruments).\27\
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    \26\ See supra note 16.
    \27\ See id.
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    In addition, the Fund may invest up to 20% of its net assets in one 
or more of the following instruments: (a) Securities of other 
investment companies (including exchange-traded products (``ETPs''), 
such as other ETFs; \28\ (b) debt instruments that do not fall within 
the meaning of ``Debt Instruments'' above, including bank loans, 
banker's acceptances, bank time deposits, commercial paper, and 
certificates of deposit issued against funds deposited in a bank or 
savings

[[Page 23631]]

and loan association; (c) U.S. and non-U.S. equity securities; \29\ and 
(d) cash.\30\
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    \28\ The Exchange states that ETPs in which the Fund may invest 
include, without limitation: Portfolio Depository Receipts and Index 
Fund Shares (as described in Nasdaq Rule 5705); Securities Linked to 
the Performance of Indexes and Commodities (as described in Nasdaq 
Rule 5710); Index-Linked Exchangeable Notes; Equity Gold Shares; 
Trust Certificates; Commodity-Based Trust Shares; Currency Trust 
Shares; Commodity Index Trust Shares; Commodity Futures Trust 
Shares; Partnership Units; Trust Units; Managed Trust Securities; 
and Currency Warrants (as described in Nasdaq Rule 5711); Alpha-
Index Linked Securities (as described in Nasdaq Rule 5712); Equity-
Linked Debt Securities (as described in Nasdaq Rule 5715); Trust 
Issued Receipts (as described in Nasdaq Rule 5720); Index Warrants 
(as described in Nasdaq Rule 5725); Securities Not Otherwise 
Specified (as described in Nasdaq Rule 5730); Managed Fund Shares 
(as described in Nasdaq Rule 5735); and closed-end funds. According 
to the Exchange, the ETPs in which the Fund may invest all will be 
listed and traded on U.S. registered exchanges. The Fund will invest 
in the securities of registered investment company ETPs 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 ETPs in which the Fund may invest will primarily be 
indexed-based ETFs that hold substantially all of their assets in 
securities representing a specific index. While the Fund may invest 
in ETPs, the Fund will not invest in leveraged or inverse leveraged 
(e.g., 2X, -2X) ETPs.
    \29\ The equity securities in which the Fund may invest will be 
limited to securities that trade on markets that are members of the 
ISG. The Fund may invest in non-U.S. equity securities by means of 
American Depository Receipts, European Depository Receipts, and 
Global Depository Receipts.
    \30\ According to the Exchange, the Fund may engage in foreign 
currency transactions, and may invest directly in foreign currencies 
in the form of bank and financial institution deposits and 
certificates of deposit denominated in a specified non-U.S. 
currency.
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    In addition, in response to adverse market, economic, political, or 
other conditions the Fund reserves the right to invest in U.S. 
government securities, Money Market Securities, and cash, without 
limitation, as determined by the Adviser or Sub-Adviser.

C. The Exchange's Description of Investment Restrictions of the Fund

    The Fund will invest only in corporate bonds that the Adviser or 
Sub-Adviser deems to be sufficiently liquid. The Fund will only buy 
performing debt securities and not distressed debt. Generally, a 
corporate bond will be required to have $150 million or more par amount 
outstanding and significant par value traded to be considered as an 
eligible investment. Economic and other conditions may, from time to 
time, lead to a decrease in the average par amount outstanding of bond 
issuances. Therefore, although the Fund does not intend to do so, it 
may invest up to 5% of its net assets in corporate bonds with less than 
$150 million par amount outstanding if (1) the Adviser or Sub-Adviser 
deems such security to be sufficiently liquid based on its analysis of 
the market for such security (based on, for example, broker-dealer 
quotations or its analysis of the trading history of the security or 
the trading history of other securities issued by the issuer), (2) such 
investment is deemed by the Adviser or Sub-Adviser to be in the best 
interest of the Fund, and (3) such investment is deemed consistent with 
the Fund's goal of providing exposure to a broad range of countries and 
issuers.
    The Fund will not concentrate 25% or more of the value of its 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 respective agencies and instrumentalities or government-
sponsored enterprises). The Fund intends to qualify each year as a 
regulated investment company (``RIC'') under Subchapter M of the 
Internal Revenue Code of 1986, as amended. In addition to satisfying 
the RIC diversification requirements, no portfolio security held by the 
Fund (other than U.S. government securities) will represent more than 
30% of the weight of the Fund's portfolio and the five highest weighted 
portfolio securities of the Fund (other than U.S. government 
securities) will not, in the aggregate, account for more than 65% of 
the weight of the Fund's portfolio. For these purposes, the Fund may 
treat repurchase agreements collateralized by U.S. government 
securities as U.S. government securities.
    The Fund may hold up to an aggregate of 15% of its net assets in 
illiquid assets (calculated at the time of investment), including Rule 
144A securities deemed illiquid by the Adviser or Sub-Adviser. The 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 the Fund's 
net assets are held in illiquid assets. Illiquid assets 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.
    Additional information regarding the Trust, Fund, and Shares, 
including investment strategies and restrictions, risks, creation and 
redemption procedures, fees, portfolio holdings disclosure policies, 
distributions and taxes, calculation of net asset value per share 
(``NAV''), availability of information, trading rules and halts, and 
surveillance procedures, among other things, can be found in the 
Notice, Registration Statement, and Exemptive Order, as applicable.\31\
---------------------------------------------------------------------------

    \31\ See Notice, supra note 3; see also Registration Statement 
and Exemptive Order, supra note 5 and accompanying text.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of Section 6 of the Act \32\ 
and the rules and regulations thereunder applicable to a national 
securities exchange.\33\ In particular, the Commission finds that the 
proposed rule change is consistent with the requirements of Section 
6(b)(5) of the Act,\34\ which requires, among other things, that the 
Exchange's rules be designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
to foster cooperation and coordination with persons engaged in 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public interest. 
The Commission also finds that the proposal to list and trade the 
Shares on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of 
the Act,\35\ which sets forth the finding of Congress that it is in the 
public interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for, and transactions in, securities.
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78(f).
    \33\ In approving this proposed rule change, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \34\ 15 U.S.C. 78f(b)(5).
    \35\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    Quotation and last-sale information will be available via Nasdaq 
proprietary quote and trade services, as well as in accordance with the 
Unlisted Trading Privileges and the Consolidated Tape Association plans 
for the Shares and any underlying ETPs.\36\ In addition, the Intraday 
Indicative Value (as defined in Nasdaq Rule 5735(c)(3)), which will be 
based upon the current value of the components of the Disclosed 
Portfolio (as defined in Nasdaq Rule 5735(c)(2)), will be available on 
the NASDAQ OMX Information LLC proprietary index data service,\37\ and 
will be updated and widely disseminated and broadly displayed at least 
every 15 seconds during the Regular Market Session.\38\ During hours 
when the markets for local debt and other assets in the Fund's 
portfolio are closed, the Intraday Indicative Value will be updated at 
least every 15 seconds during the Regular Market Session to reflect 
currency exchange fluctuations.
---------------------------------------------------------------------------

    \36\ See Notice, supra note 3, 80 FR at 12839.
    \37\ According to the Exchange, the NASDAQ OMX Global Index Data 
Service is the NASDAQ OMX global index data feed service, offering 
real-time updates, daily summary messages, and access to widely 
followed indexes and ETFs. See id.
    \38\ See id.
---------------------------------------------------------------------------

    On each business day, before commencement of trading in Shares in 
the Regular Market Session on the Exchange, the Trust will disclose on 
its Web site (www.wisdomtree.com) the identities and quantities of the 
portfolio of securities and other assets (``Disclosed Portfolio,'' as 
defined in Nasdaq Rule 5732(c)(2)) held by the

[[Page 23632]]

Fund that will form the basis for the Fund's calculation of NAV at the 
end of the business day.\39\ The NAV of the Fund will normally be 
determined as of the close of the regular trading session on the 
Exchange (ordinarily 4:00 p.m. ET) on each business day.\40\ 
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.\41\ The 
previous day's closing price and trading volume information for the 
Shares will be published daily in the financial section of 
newspapers.\42\ Pricing information for ETFs and exchange-traded 
derivatives and other instruments will be available from the exchanges 
on which they trade and from major market vendors. Pricing information 
for Debt Instruments, forward currency contracts, spot currencies, and 
debt instruments that do not fall within the meaning of ``Debt 
Instruments'' as defined above will be available from major broker-
dealer firms, major market data vendors, or Pricing Services, as 
applicable. Money market funds are typically priced once each business 
day, and their prices will be available through the applicable fund's 
Web site or from major market vendors.\43\ Intra-day, executable price 
quotations on Debt Instruments as well as derivative instruments are 
available from major broker-dealer firms.\44\ 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.\45\ In addition, State Street Bank 
and Trust Company, through the National Securities Clearing 
Corporation, 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. Eastern time), the list of names and the required 
number or amount of each security and/or the amount of cash, to be 
included in the current ``Fund Deposit'' (based on information at the 
end of the previous business day) for the Fund.\46\ The Fund's Web site 
will include a form of the prospectus for the Fund and additional data 
relating to NAV and other applicable quantitative information.\47\
---------------------------------------------------------------------------

    \39\ On a daily basis, the Fund will disclose on the Fund's Web 
site the following information regarding each portfolio holding, as 
applicable to the type of holding: Ticker symbol, CUSIP number or 
other identifier, if any; a description of the holding (including 
the type of holding); the identity of the security or other asset or 
instrument underlying the holding, if any; for options, the option 
strike price; quantity held (as measured by, for example, par value, 
notional value or number of shares, contracts or units); maturity 
date, if any; coupon rate, if any; effective date, if any; market 
value of the holding; and the percentage weighting of the holding in 
the Fund's portfolio. See id. The Web site and information will be 
publicly available at no charge. See id.
    \40\ See id., 80 FR at 12838. The Exchange notes that, for 
purposes of calculating the Fund's NAV per Share, the Fund's 
investment will generally be valued using market valuations. 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 Pricing Committee to determine an asset's 
fair value if a market price is not readily available in accordance 
with the 1940 Act. Bank deposits held in U.S. dollars will be valued 
at their actual dollar amount; bank deposits held in foreign 
currencies will be converted into U.S. dollars and valued at their 
actual amounts in U.S. dollars. According to the Adviser, Debt 
Instruments (as well as debt instruments not within the meaning of 
``Debt Instruments''), will generally be valued using prices 
received from independent Pricing Services as of the announced 
closing time for trading in fixed-income instruments in the 
respective market or exchange. Exchange traded assets (including 
without limitation, equity securities, listed futures contracts, 
listed currency options, listed options on futures, and ETPs) will 
be valued at the last reported sale price or the official closing 
price on that exchange where the security or other instrument is 
primarily traded on the day that the valuation is made. Shares of 
money market funds will be valued at their net asset values as 
reported on the applicable fund's Web site or to major market 
vendors. With respect to derivative instruments, if, however, 
neither the last sales price nor the official closing price is 
available, each of these derivative instruments will be valued at 
either the last reported sale price or official closing price as of 
the close of regular trading of the principal market on which the 
instrument is listed consistent with the primary benchmark. Spot 
currencies and non-exchange-traded derivatives, including non-
deliverable forward currency contracts, currency swaps, interest 
rate swaps, total return swaps, credit default swaps, and credit-
linked notes, will normally be valued on the basis of quotes 
obtained from brokers and dealers or Pricing Services using data 
reflecting the earlier closing of the principal markets for those 
assets. International Data Corporation is expected to be the primary 
price source for the Fund's assets. The 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, forward currency contracts, spot currencies, 
and corporate securities, in each case as determined, from time to 
time, by the Fund's board of trustees. Each of these pricing sources 
is a ``Pricing Service'' for purposes of this Fund.
    \41\ See id., 80 FR at 12839.
    \42\ See id.
    \43\ See id., 80 FR at 12840.
    \44\ See id., 80 FR at 12842.
    \45\ See id.
    \46\ See id., 80 FR at 12837.
    \47\ See id., 80 FR at 12842.
---------------------------------------------------------------------------

    The Commission further believes that the proposal to list and trade 
the Shares is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Shares appropriately and 
to prevent trading when a reasonable degree of transparency cannot be 
assured. The Commission notes that the Exchange 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\ 
Further, trading in the Shares will be subject to Nasdaq 5735(d)(2)(D), 
which sets forth circumstances under which trading in the Shares may be 
halted.\49\ The Exchange may also halt trading in the Shares if trading 
is not occurring in the securities or the financial instruments 
constituting the Disclosed Portfolio or if other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.\50\ Further, the Commission notes that the 
Reporting Authority that provides the Disclosed Portfolio must 
implement and maintain, or be subject to, procedures designed to 
prevent the use and dissemination of material, non-public information 
regarding the actual components of the portfolio.\51\ The Exchange 
states that it has a general policy prohibiting the distribution of 
material, non-public information by its employees.\52\ The Exchange 
also states that neither the Adviser nor Sub-Adviser is registered as, 
or affiliated with, a broker-dealer.\53\

[[Page 23633]]

The Financial Industry Regulatory Authority (``FINRA''), on behalf of 
the Exchange, will communicate as needed regarding trading in the 
Shares and the U.S and non-U.S. equity securities, ETPs, listed 
options, and listed futures contracts and other instruments held by the 
Fund with other markets and other entities that are members of the ISG 
or with which the Exchange has in place a comprehensive surveillance 
sharing agreement. FINRA, on behalf of the Exchange, may obtain trading 
information regarding trading in the Shares and the U.S. and non-U.S. 
equity securities, ETPs, listed options, listed futures contracts, and 
other instruments held by the Fund from such markets and other 
entities. FINRA, on behalf of the Exchange, also is able to obtain 
trading information regarding certain Debt Instruments held by the Fund 
reported to FINRA's Trade Reporting and Compliance Engine.\54\ In 
addition, the Exchange may obtain information regarding trading in the 
Shares and the exchange-traded securities and instruments held by the 
Fund from markets and other entities that are members of ISG or with 
which the Exchange has in place a comprehensive surveillance sharing 
agreement.\55\
---------------------------------------------------------------------------

    \48\ See id.
    \49\ See id., 80 FR at 12840.
    \50\ See id. See also Nasdaq Rule 5735(d)(2)(C) (providing 
additional considerations for the suspension of trading in or 
removal from listing of Managed Fund Shares on the Exchange). 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. Nasdaq will halt or pause trading in the 
Shares under the conditions specified in Nasdaq Rules 4120 and 4121, 
including the trading pauses under Nasdaq Rules 4120(a)(11) and 
(12). 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. See id.
    \51\ See Nasdaq Rule 5735(d)(2)(B)(ii).
    \52\ See Notice, supra note 3, 80 FR at 12840.
    \53\ See supra note 6 and accompanying text. The Exchange 
further represents that 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, 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 applicable federal securities laws as defined in 
Rule 204A-1(e)(4). Accordingly, procedures designed to prevent the 
communication and misuse of nonpublic 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.
    \54\ See Notice, supra note 3, 80 FR at 12840.
    \55\ For a list of the current members of ISG, see 
www.isgportal.org.
---------------------------------------------------------------------------

    The Exchange represents that it 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. 
In support of this proposal, the Exchange has also made the following 
representations:
    (1) The Shares will be subject to Rule 5735, which sets forth the 
initial and continued listing criteria applicable to Managed Fund 
Shares.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) Prior to the commencement of trading of the Shares, the 
Exchange will inform its members in an Information Circular of the 
special characteristics and risks associated with trading the Shares. 
Specifically, the Information Circular will discuss the following: (a) 
The procedures for purchases and redemptions of Shares in Creation 
Units (and that Shares are not individually redeemable); (b) Nasdaq 
Rule 2310, which imposes suitability obligations on Nasdaq members with 
respect to recommending transactions in the Shares to customers; (c) 
how and by whom information regarding the Intraday Indicative Value and 
Disclosed Portfolio are disseminated; (d) the risks involved in trading 
the Shares during the Pre-Market and Post-Market Sessions when an 
updated Intraday Indicative Value will not be calculated or publicly 
disseminated; (e) the requirement that members deliver a prospectus to 
investors purchasing newly issued Shares prior to or concurrently with 
the confirmation of a transaction; and (f) trading information.
    (4) Trading in the Shares will be subject to the existing trading 
surveillances, administered by both Nasdaq and also FINRA on behalf of 
the Exchange, which are designed to detect violations of Exchange rules 
and applicable federal securities laws.\56\ 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.
---------------------------------------------------------------------------

    \56\ According to the Exchange, 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. See Notice, supra note 3, 80 FR at 12840.
---------------------------------------------------------------------------

    (5) For initial and continued listing, the Fund must be in 
compliance with Rule 10A-3 under the Act.\57\
---------------------------------------------------------------------------

    \57\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

    (6) A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange.
    (7) Under normal circumstances, the Fund will invest at least 80% 
of its net assets in Debt Instruments, and no more than 35% of Fund 
assets in derivatives that are Debt Instruments. In addition, the Fund 
will invest no more than 20% of its net assets in derivative 
instruments that are not Debt Instruments.
    (8) The Fund may hold up to an aggregate of 15% of its net assets 
in illiquid assets (calculated at the time of investment), including 
Rule 144A securities deemed illiquid by the Adviser or Sub-Adviser. The 
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 the Fund's 
net assets are held in illiquid assets.
    (9) While the Fund may invest in ETPs, the Fund will not invest in 
leveraged or inverse leveraged ETPs.
    (10) The Fund may invest in loan participation notes that have a 
minimum outstanding principal amount of $200 million that the Adviser 
or Sub-Adviser deems to be liquid. In addition, the Fund will invest no 
more than 25% of its net assets in credit-linked notes.
    (11) At least 90% of Fund assets that are invested in exchange-
traded derivative instruments will be invested in instruments that 
trade in markets that are members of ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement. In addition, 
the equity securities in which the Fund may invest will be limited to 
securities that trade on markets that are members of the ISG.
    (12) The Fund 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. The Fund may 
invest in currencies, and instruments that provide exposure to such 
currencies, selected from the top 40 currencies (as measured by 
percentage share of average daily turnover for the applicable month and 
year) included in the BIS Survey.
    (13) The Adviser or the Sub-Adviser will evaluate the 
creditworthiness of counterparties on an ongoing basis. In addition to 
information provided by credit agencies, the Adviser's or the Sub-
Adviser's analysis will evaluate each approved counterparty using 
various methods of analysis and may consider such factors as the 
counterparty's liquidity, its reputation, the Adviser's or the Sub-
Adviser's past experience with the counterparty, its known disciplinary 
history, and its share of market participation. The Adviser or Sub-
Adviser will also attempt to mitigate the Fund's respective 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.
    (14) Under normal market conditions, at least 80% of the Fund's net 
assets that are invested in Debt Instruments will be invested in Debt 
Instruments that are issued by issuers with outstanding debt of at 
least $200 million (or the foreign currency equivalent thereof). In 
addition, while the Fund will be actively-managed and will not be tied 
to an index, the Exchange represents that the Fund's investment 
portfolio will meet the criteria for non-actively managed, index-based, 
fixed income ETFs contained in Nasdaq Rule 5705(a)(4)(A).

[[Page 23634]]

    (15) The Fund may invest up to 20% of its net assets, in the 
aggregate, in privately issued mortgage backed securities and 
privately-issued ABSs.
    (16) The Exchange represents that the Fund's investments in 
derivative instruments will be made in accordance with the 1940 Act and 
consistent with the Fund's investment objectives and policies, and will 
not be used to enhance leverage.

The Commission notes that the Fund and the Shares must comply with the 
requirements of Nasdaq Rule 5735 to be initially and continuously 
listed and traded on the Exchange. This approval order is based on all 
of the Exchange's representations and description of the Fund, 
including those set forth above and in the Notice.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\58\ that the proposed rule change (SR-NASDAQ-2015-012), as 
modified by Amendment No. 1 thereto, be, and it hereby is, approved.
---------------------------------------------------------------------------

    \58\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\59\
---------------------------------------------------------------------------

    \59\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-09763 Filed 4-27-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                    23628                           Federal Register / Vol. 80, No. 81 / Tuesday, April 28, 2015 / Notices

                                                    SECURITIES AND EXCHANGE                                     WisdomTree Asset Management, Inc.                    such as bonds and notes; 8 and (ii) other
                                                    COMMISSION                                               will be the investment adviser                          debt obligations and certain derivatives
                                                                                                             (‘‘Adviser’’) to the Fund, and Western                  and other instruments based on Debt
                                                    [Release No. 34–74780; File No. SR–
                                                    NASDAQ–2015–012]
                                                                                                             Asset Management Company will serve                     Instruments or currency, each as
                                                                                                             as sub-adviser (‘‘Sub-Adviser’’). State                 described below. Under normal market
                                                    Self-Regulatory Organizations; The                       Street Bank and Trust Company will                      conditions,9 the Fund intends to invest
                                                    NASDAQ Stock Market LLC; Order                           serve as the administrator, custodian,                  at least 80% of its net assets in Debt
                                                    Granting Approval of Proposed Rule                       and transfer agent for the Trust, and                   Instruments (but not more than 35% of
                                                    Change, as Modified by Amendment                         ALPS Distributors, Inc. will serve as the               Fund assets in derivatives that are Debt
                                                    No. 1 Thereto, Relating to the Listing                   distributor.                                            Instruments).
                                                    and Trading of the Shares of the                            The Exchange represents that neither                    Specifically, the Fund intends to
                                                    WisdomTree Western Unconstrained                         the Adviser nor Sub-Adviser is                          invest in the following Debt
                                                    Bond Fund of the WisdomTree Trust                        registered as, or is affiliated with, a                 Instruments: (1) Instruments
                                                                                                             broker-dealer.6 The Exchange also                       denominated in U.S. dollars or local
                                                    April 22, 2015.                                                                                                  currencies; (2) securities or other debt
                                                                                                             represents that the Shares will be
                                                    I. Introduction                                          subject to Nasdaq Rule 5735, which sets                 obligations issued by corporations or
                                                                                                             forth the initial and continued listing                 agencies that may receive financial
                                                       On February 18, 2015, The NASDAQ                                                                              support or backing from local
                                                    Stock Market LLC (‘‘Nasdaq’’ or                          criteria applicable to Managed Fund
                                                                                                             Shares, and that for initial and                        government; (3) securities or other debt
                                                    ‘‘Exchange’’) filed with the Securities                                                                          obligations issued by supranational
                                                    and Exchange Commission                                  continued listing, the Fund must be in
                                                                                                                                                                     organizations, such as the European
                                                    (‘‘Commission’’), pursuant to Section                    compliance with Rule 10A–3 under the
                                                                                                                                                                     Investment Bank, International Bank for
                                                    19(b)(1) of the Securities Exchange Act                  Act.7
                                                                                                                                                                     Reconstructions and Development, the
                                                    of 1934 (‘‘Act’’) 1 and Rule 19b–4                          The Exchange has made the following                  International Finance Corporation, or
                                                    thereunder,2 a proposed rule change to                   representations and statements in                       other regional development banks; (4)
                                                    list and trade the shares (‘‘Shares’’) of                describing the Fund and its investment                  ‘‘Government securities,’’ as defined in
                                                    the WisdomTree Western                                   strategy, including, among other things,                Section 3(a)(42) of the Act
                                                    Unconstrained Bond Fund (‘‘Fund’’)                       portfolio holdings and investment                       (‘‘Government Securities’’); (5)
                                                    under Nasdaq Rule 5735. The proposed                     restrictions.                                           securities issued or guaranteed by non-
                                                    rule change was published for comment                    A. The Exchange’s Description of the                    U.S. governments, agencies, and
                                                    in the Federal Register on March 11,                     Principal Investments of the Fund                       instrumentalities; (6) municipal
                                                    2015.3 On March 18, 2015, the Exchange                                                                           securities (including taxable and tax-
                                                    filed Amendment No. 1 to the proposed                      According to the Exchange, the Fund                   exempt municipal securities), as defined
                                                    rule change.4 The Commission received                    seeks to provide a high level of total                  in Section 3(a)(29) of the Act; (7)
                                                    no comments on the proposal. This                        return consisting of both income and                    ‘‘Putable’’ bonds (bonds that give the
                                                    order grants approval of the proposed                    capital appreciation. The Fund intends                  holder the right to sell the bond to the
                                                    rule change, as modified by Amendment                    to achieve its investment objective                     issuer prior to the bond’s maturity),
                                                    No. 1 thereto.                                           through direct and indirect investments                 when the put date is within a 24 month
                                                                                                             in ‘‘Debt Instruments,’’ which will                     period; and ‘‘busted’’ convertible
                                                    II. Description of the Proposed Rule
                                                                                                             include: (i) Fixed income securities,                   securities (convertible securities that are
                                                    Change
                                                                                                                                                                     trading well below their conversion
                                                       The Exchange proposes to list and                     under the Securities Act of 1933 (‘‘Securities Act’’)   values minimizing the likelihood that
                                                    trade Shares of the Fund under Nasdaq                    and the Investment Company Act of 1940 (‘‘1940          they will ever reach their convertible
                                                    Rule 5735, which governs the listing                     Act’’) (File Nos. 333–132380 and 811–21864). The        prices prior to maturity); (8) loan
                                                    and trading of Managed Fund Shares on                    Exchange also represents that the Trust has
                                                                                                             obtained an order from the Commission granting          participation notes; 10 (9) zero-coupon
                                                    the Exchange. The Shares will be                         certain exemptive relief under the 1940 Act
                                                    offered by the WisdomTree Trust                          (‘‘Exemptive Order’’). In compliance with Nasdaq           8 The Fund may invest in fixed income securities

                                                    (‘‘Trust’’), which is registered with the                Rule 5735(b)(5), which applies to Managed Fund          that have variable or floating interest rates which
                                                    Commission as an investment company                      Shares based on an international or global portfolio,   are readjusted on set dates (such as the last day of
                                                                                                             the Trust’s application for exemptive relief under      the month or calendar quarter) in the case of
                                                    and has filed a registration statement on                the 1940 Act states that the Fund will comply with      variable rates or whenever a specified interest rate
                                                    Form N–1A (‘‘Registration Statement’’)                   the federal securities laws in accepting securities     change occurs in the case of a floating rate
                                                    with the Commission on behalf of the                     for deposits and satisfying redemptions with            instrument. Variable or floating interest rates
                                                    Fund.5                                                   redemption securities, including that the securities    generally reduce changes in the market price of
                                                                                                             accepted for deposits and the securities used to        securities from their original purchase price
                                                                                                             satisfy redemption requests are sold in transactions    because, upon readjustment, such rates
                                                      1 15  U.S.C. 78s(b)(1).                                that would be exempt from registration under the        approximate market rates. Accordingly, as interest
                                                      2 17  CFR 240.19b–4.                                   Securities Act.                                         rates decrease or increase, the potential for capital
                                                       3 See Securities Exchange Act Release No. 74448          6 See Nasdaq Rule 5735(g). The Exchange states       appreciation or depreciation is less for variable or
                                                    (Mar. 5, 2015), 80 FR 12832 (‘‘Notice’’).                that, in the event (a) the Adviser or the Sub-Adviser   floating rate securities than for fixed rate
                                                       4 In Amendment No. 1 to the proposed rule             becomes newly affiliated with a broker-dealer or        obligations.
                                                    change, the Exchange clarified the use of the            registers as a broker-dealer, or (b) any new adviser       9 The term ‘‘under normal market conditions’’

                                                    defined terms ‘‘Debt Instruments’’ and ‘‘Money           or sub-adviser is a registered broker-dealer or         includes, but is not limited to, the absence of
                                                    Market Securities,’’ and removed certain technical       becomes affiliated with a broker-dealer, the            extreme volatility or trading halts in the fixed
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    redundancies. Because Amendment No. 1 to the             Adviser, the Sub-Adviser, or any new adviser or         income markets or the financial markets generally;
                                                    proposed rule change seeks to make certain               sub-adviser, as the case may be, will implement a       operational issues causing dissemination of
                                                    clarifications and technical corrections, and does       fire wall with respect to its relevant personnel or     inaccurate market information; or force majeure
                                                    not materially affect the substance of the proposed      its broker-dealer affiliate, as applicable, regarding   type events such as systems failure, natural or man-
                                                    rule change or raise unique or novel regulatory          access to information concerning the composition        made disaster, act of God, armed conflict, act of
                                                    issues, Amendment No. 1 does not require notice          of or changes to the portfolio, and will be subject     terrorism, riot or labor disruption or any similar
                                                    and comment.                                             to procedures designed to prevent the use and           intervening circumstance.
                                                       5 According to the Exchange, the Trust has filed      dissemination of material, non-public information          10 According to the Exchange, the Fund may

                                                    an amendment to its Registration Statement on            regarding the portfolio.                                invest in loan participation notes that have a
                                                    Form N–1A for the Fund, dated December 19, 2014,            7 See 17 CFR 240.10A–3.                              minimum outstanding principal amount of $200



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                                                                                    Federal Register / Vol. 80, No. 81 / Tuesday, April 28, 2015 / Notices                                                       23629

                                                    securities and interest-only securities;                maturities of any length. The Fund will                   forward currency contracts; 18 (4)
                                                    (10) debt securities linked to inflation                seek to keep the average effective                        currency swaps; 19 (5) interest rate
                                                    rates of the U.S. and non-U.S. countries;               duration of its portfolio between –5 and                  swaps; (6) listed currency options; and
                                                    (11) repurchase agreements backed by                    10 years under normal market                              (7) listed options on futures contracts on
                                                    Government Securities and non-U.S.                      conditions. Effective duration is an                      Debt Instruments.
                                                    government securities; 11 (12) bank                     indication of an investment’s interest                      The Fund may invest in combinations
                                                    loans (including senior loans); (13)                    rate risk or how sensitive an investment                  of investments that provide similar
                                                    Money Market Securities; 12 and (14)                    or a fund is to changes in interest rates.                exposure to local currency debt, such as
                                                    mortgage-backed securities (including                   Generally, a fund or instrument with a                    investment in U.S. dollar denominated
                                                    commercial mortgage-backed securities,                  longer effective duration is more                         bonds combined with forward currency
                                                    collateralized mortgage obligations,                    sensitive to interest rate fluctuations,                  positions or swaps.20 Forward currency
                                                    adjustable rate mortgage back securities,               and, therefore, more volatile, than a                     contracts and swap positions can be
                                                    and interest-only mortgage-backed                       similar fund with a shorter effective                     incorporated with bonds denominated
                                                    securities, including, in each case,                    duration. To potentially protect the                      in non-U.S. currencies to hedge bond
                                                    agency mortgage-backed securities, GSE-                 Fund against the impact of rising rates,                  exposures back into U.S. dollars.
                                                    issued or guaranteed mortgage-backed                    the Adviser or Sub-Adviser may take the                   Conversely, forward currency contracts
                                                    securities, and privately issued                        duration of the Fund below zero                           and swap positions can be implemented
                                                    mortgage-backed securities) and asset-                  through strategic short positions in                      in combination with U.S. dollar
                                                    backed securities.13                                    instruments such as U.S. Treasury                         denominated bonds to create local
                                                       The Fund intends to invest in Debt                   futures (subject to the Fund’s limits on                  currency bond exposures. Additionally,
                                                    Instruments originating primarily in                    investments in derivative instruments as                  the Fund’s use of forward contracts and
                                                    developed and emerging markets                          described below). A negative duration                     swaps may be combined with
                                                    countries.14 The Fund’s exposure to any                 suggests that the Fund may benefit from                   investments in short-term, high quality
                                                    single corporate issuer generally will be               a rise in rates.15 The Fund’s actual                      U.S. Money Market Securities in a
                                                    limited to 10% of the Fund’s assets, and                portfolio duration may be longer or                       manner designed to provide exposure to
                                                    the Fund’s exposure to any single                       shorter depending on market                               similar investments in local currency
                                                    sovereign issuer generally will be                      conditions.                                               deposits.21
                                                    limited to 25% of the Fund’s assets
                                                    (excluding exempted securities as                          In addition, the Fund may invest, in                   which the Exchange has in place a comprehensive
                                                    defined in Section 3(a)(12) of the Act).                the aggregate, up to 35% of its assets in                 surveillance sharing agreement.
                                                    In addition, the Fund’s exposure to any                 the following derivatives, which are also                    18 According to the Exchange, the Fund may enter

                                                                                                            Debt Instruments (with no more than                       into forward currency contracts in order to ‘‘lock
                                                    one country (other than the United                                                                                in’’ the exchange rate between the currency it will
                                                    States) generally will be limited to 30%                20% of the Fund’s investments in                          deliver and the currency it will receive for the
                                                    of the Fund’s assets, though this                       derivative instruments that are not                       duration of the contract. The Fund will invest only
                                                    percentage may change from time to                      within the definition of ‘‘Debt                           in currencies, and instruments that provide
                                                                                                            Instruments’’): (1) Credit-linked notes; 16               exposure to such currencies, that have significant
                                                    time in response to economic events                                                                               foreign exchange turnover and are included in the
                                                    and changes to the respective credit                    (2) listed futures contracts on Debt                      Bank for International Settlements Triennial Central
                                                    ratings of the Debt Instruments in such                 Instruments; 17 (3) non-deliverable                       Bank Survey, December 2013 (‘‘BIS Survey’’). The
                                                    country.                                                                                                          Fund may invest in currencies, and instruments
                                                                                                               15 Negative duration would occur when the total        that provide exposure to such currencies, selected
                                                       The Fund may invest in Debt                                                                                    from the top 40 currencies (as measured by
                                                                                                            duration of the Fund’s liabilities (e.g., through short
                                                    Instruments with effective or final                     positions in U.S. government securities or related        percentage share of average daily turnover for the
                                                                                                            futures positions) is less than the total duration of     applicable month and year) included in the BIS
                                                    million that the Adviser or Sub-Adviser deems to        the Fund’s assets.                                        Survey.
                                                    be liquid.                                                 16 The Fund will invest no more than 25% of its           19 See id.
                                                       11 The Fund may enter into repurchase                net assets in credit-linked notes.                           20 To the extent practicable, the Fund will invest

                                                    agreements with counterparties that are deemed to          17 According to the Exchange, the Adviser has          in swaps cleared through the facilities of a
                                                    present acceptable credit risks, and may enter into     registered with the Commodity Futures Trading             centralized clearing house. The Fund may also
                                                    reverse repurchase agreements, which involve the        Commission as a commodity pool operator under             invest in Money Market Securities that would serve
                                                    sale of securities held by the Fund subject to its      the Commodity Exchange Act with regard to the             as collateral for the futures contracts and swap
                                                    agreement to repurchase the securities at an agreed     Fund. The futures contracts in which the Fund may         agreements.
                                                    upon date or upon demand and at a price reflecting      invest will be listed on exchanges in the United             21 According to the Exchange, the Fund will seek,
                                                    a market rate of interest.                              States, Brazil, Chile, Germany, Hong Kong, Mexico,        where possible, to use counterparties, as applicable,
                                                       12 ‘‘Money Market Securities’’ include: Short-
                                                                                                            Singapore, South Korea, or the United Kingdom.            whose financial status is such that the risk of
                                                    term, high quality securities issued or guaranteed      Each of the futures exchange’s primary financial          default is reduced; however, the risk of losses
                                                    by the U.S. government or non-U.S. governments,         markets regulators are signatories to the                 resulting from default is still possible. The Adviser
                                                    their agencies and instrumentalities; repurchase        International Organization of Securities                  or the Sub-Adviser will evaluate the
                                                    agreements backed by U.S. government securities         Commissions (‘‘IOSCO’’) Multilateral Memorandum           creditworthiness of counterparties on an ongoing
                                                    and non-U.S. government securities; money market        of Understanding (‘‘MMOU’’), which is a multi-            basis. In addition to information provided by credit
                                                    mutual funds; and deposit and other obligations of      party information sharing arrangement among               agencies, the Adviser’s or the Sub-Adviser’s
                                                    U.S. and non-U.S. banks and financial institutions.     financial regulators. Both the Commission and the         analysis will evaluate each approved counterparty
                                                    In the event the Fund engages in these temporary        Commodity Futures Trading Commission are                  using various methods of analysis and may consider
                                                    defensive strategies that are inconsistent with its     signatories to the IOSCO MMOU. In addition, the           such factors as the counterparty’s liquidity, its
                                                    investment strategies, the Fund’s ability to achieve    futures contracts in which the Fund may invest in         reputation, the Adviser’s or the Sub-Adviser’s past
                                                    its investment objectives may be limited.               the United States, Germany, Hong Kong, Singapore,         experience with the counterparty, its known
                                                       13 The Fund may invest up to 20% of its net
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                                                                            South Korea, or the United Kingdom will be listed         disciplinary history, and its share of market
                                                    assets, in the aggregate, in privately issued           on exchanges that are members of the Intermarket          participation. The Adviser or Sub-Adviser will also
                                                    mortgage-backed securities and privately-issued         Surveillance Group (‘‘ISG’’), which includes              attempt to mitigate the Fund’s respective credit risk
                                                    ABS. Debt Instruments will also include debt            affiliates of LIFFE Administration and Management,        by transacting only with large, well-capitalized
                                                    securities which are secured with collateral            Eurex Frankfurt A.G., the Hong Kong Exchanges &           institutions using measures designed to determine
                                                    consisting of mortgage-backed securities or asset-      Clearing Ltd., the Korea Exchange, the Singapore          the creditworthiness of the counterparty. The
                                                    backed securities.                                      Exchange, Ltd., NASDAQ OMX BX, and NASDAQ                 Adviser or Sub-Adviser will take various steps to
                                                       14 The Fund may invest up to 50% of Fund assets      OMX PHLX LLC. At least 90% of Fund assets that            limit counterparty credit risk. The Fund will enter
                                                    in securities issued by issuers that are organized in   are invested in exchange-traded derivative                into over-the-counter non-centrally cleared
                                                    or maintain their principal place of business in        instruments will be invested in instruments that          instruments only with financial institutions that
                                                    emerging market countries.                              trade in markets that are members of ISG or with                                                     Continued




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                                                    23630                           Federal Register / Vol. 80, No. 81 / Tuesday, April 28, 2015 / Notices

                                                      The Fund will use derivative                           derivative instruments involving                          B. The Exchange’s Description of the
                                                    instruments primarily to hedge interest                  obligations to third parties (i.e.,                       Other Investments of the Fund
                                                    rate risk and actively manage interest                   instruments other than purchase
                                                    rate exposure and, as described below,                   options). With respect to certain kinds                     As noted above, under normal market
                                                    to hedge foreign currency risk and                       of derivative transactions entered into                   conditions, no more than 35% of the
                                                    actively manage foreign currency                         by the Fund that involve obligations to                   Fund’s investments will be in derivative
                                                    exposure. The Fund may also use                          make future payments to third parties,                    instruments, with no more than 20% of
                                                    derivative instruments to enhance                        including, but not limited to, futures                    the Fund’s investments in derivative
                                                    returns, as a substitute for, or to gain                 and forward contracts, swap contracts,                    instruments that are not within the
                                                    exposure to, a position in an underlying                 the purchase of securities on a when-                     definition of ‘‘Debt Instruments.’’ The
                                                    asset, to reduce transaction costs, to                   issued or delayed-delivery basis, or                      Fund may invest in the following
                                                    maintain full market exposure (which                     reverse repurchase agreements, the                        derivative instruments that are not
                                                    means to adjust the characteristics of its               Fund, in accordance with applicable                       within the definition of ‘‘Debt
                                                    investments to more closely                              federal securities laws, rules, and                       Instruments’’: (1) Listed futures
                                                    approximate those of the markets in                      interpretations thereof, will ‘‘set aside’’               contracts (other than on Debt
                                                    which it invests), to manage cash flows,                 liquid assets, or engage in other                         Instruments); 26 (2) total return swaps;
                                                    or to preserve capital. The Fund’s use of                measures to ‘‘cover’’ open positions                      (3) credit default swaps; and (4) listed
                                                    derivative instruments will be                           with respect to such transactions.
                                                                                                                The Exchange represents that                           options on futures contracts (other than
                                                    collateralized by investments in Money
                                                    Market Securities and other liquid Debt                  liquidity will be an important factor in                  on Debt Instruments).27
                                                    Instruments. All Money Market                            the Fund’s security selection process.24                     In addition, the Fund may invest up
                                                    Securities acquired by the Fund will be                  Under normal market conditions, at                        to 20% of its net assets in one or more
                                                    rated investment grade,22 except that the                least 80% of the Fund’s net assets that                   of the following instruments: (a)
                                                    Fund may invest in unrated Money                         are invested in Debt Instruments will be                  Securities of other investment
                                                    Market Securities that are deemed by                     invested in Debt Instruments that are                     companies (including exchange-traded
                                                    the Adviser or Sub-Adviser to be of                      issued by issuers with outstanding debt                   products (‘‘ETPs’’), such as other
                                                    comparable quality to Money Market                       of at least $200 million (or the foreign                  ETFs; 28 (b) debt instruments that do not
                                                    Securities rated investment grade.23                     currency equivalent thereof). In                          fall within the meaning of ‘‘Debt
                                                      The Exchange represents that the                       addition, while the Fund will be                          Instruments’’ above, including bank
                                                    Fund’s investments in derivative                         actively-managed and will not be tied to                  loans, banker’s acceptances, bank time
                                                    instruments will be made in accordance                   an index, the Exchange represents that
                                                                                                                                                                       deposits, commercial paper, and
                                                    with the 1940 Act and consistent with                    the Fund’s investment portfolio will
                                                                                                                                                                       certificates of deposit issued against
                                                    the Fund’s investment objectives and                     meet the criteria for non-actively
                                                                                                             managed, index-based, fixed income                        funds deposited in a bank or savings
                                                    policies, and will not be used to
                                                    enhance leverage. The Fund will                          exchange-traded funds (‘‘ETFs’’)
                                                                                                             contained in Nasdaq Rule                                  issuers that have a worldwide market value of its
                                                    comply with the regulatory
                                                                                                                                                                       outstanding common equity held by non-affiliates
                                                    requirements of the Commission to                        5705(a)(4)(A).25                                          of $700 million or more (Rule 5705(a)(4)(A)(vi)(c)).
                                                    maintain assets as ‘‘cover,’’ maintain                                                                                26 See supra note 16.
                                                    segregate accounts, and make margin                         24 In reaching liquidity decisions, the Adviser or
                                                                                                                                                                          27 See id.

                                                    payments when it takes positions in                      Sub-Adviser may consider the following factors:
                                                                                                                                                                          28 The Exchange states that ETPs in which the
                                                                                                             The frequency of trades and quotes for the security;
                                                                                                             the number of dealers wishing to purchase or sell         Fund may invest include, without limitation:
                                                    meet certain credit quality standards and                the security and the number of other potential            Portfolio Depository Receipts and Index Fund
                                                    monitoring policies. The Fund may also use various       purchasers; dealer undertakings to make a market          Shares (as described in Nasdaq Rule 5705);
                                                    techniques to minimize credit risk, including early      in the security; and the nature of the security and       Securities Linked to the Performance of Indexes and
                                                    termination or reset and payment, using different        the nature of the marketplace in which it trades          Commodities (as described in Nasdaq Rule 5710);
                                                    counterparties, and limiting the net amount due          (e.g., the time needed to dispose of the security, the    Index-Linked Exchangeable Notes; Equity Gold
                                                    from any individual counterparty. The Fund               method of soliciting offers and the mechanics of          Shares; Trust Certificates; Commodity-Based Trust
                                                    generally will collateralize over-the-counter, non-      transfer).                                                Shares; Currency Trust Shares; Commodity Index
                                                    centrally- cleared instruments with cash or certain         25 See Exchange Rule 5705(a)(4)(A). The Fund
                                                                                                                                                                       Trust Shares; Commodity Futures Trust Shares;
                                                    securities. Such collateral will generally be held for   will meet the following requirements of Rule
                                                    the benefit of the counterparty in a segregated tri-                                                               Partnership Units; Trust Units; Managed Trust
                                                                                                             5705(a)(4)(A): (i) The index or portfolio must            Securities; and Currency Warrants (as described in
                                                    party account at the custodian to protect the            consist of fixed income securities (which are
                                                    counterparty against non-payment by the Fund. In                                                                   Nasdaq Rule 5711); Alpha-Index Linked Securities
                                                                                                             generally defined to include Debt Instruments)
                                                    the event of a default by the counterparty, and the                                                                (as described in Nasdaq Rule 5712); Equity-Linked
                                                                                                             (Rule 5705(a)(4)(A)(i)); (ii) components that in the
                                                    Fund is owed money in the over-the-counter non-          aggregate account for at least 75% of the weight of       Debt Securities (as described in Nasdaq Rule 5715);
                                                    centrally cleared instruments transaction, the Fund      the index or portfolio must each have a minimum           Trust Issued Receipts (as described in Nasdaq Rule
                                                    will seek withdrawal of the collateral from the          original principal amount outstanding of $100             5720); Index Warrants (as described in Nasdaq Rule
                                                    segregated account and may incur certain costs           million or more (Rule 5705(a)(4)(A)(ii)); (iii) a         5725); Securities Not Otherwise Specified (as
                                                    exercising its right with respect to the collateral.     component may be a convertible security, however,         described in Nasdaq Rule 5730); Managed Fund
                                                       22 The term ‘‘investment grade,’’ for purposes of
                                                                                                             once the convertible security converts to an              Shares (as described in Nasdaq Rule 5735); and
                                                    Money Market Securities, means securities rated A1       underlying equity security, the component is              closed-end funds. According to the Exchange, the
                                                    or A2 by one or more Nationally Recognized               removed from the index or portfolio (Rule                 ETPs in which the Fund may invest all will be
                                                    Statistical Rating Organizations (‘‘NRSROs’’).           5705(a)(4)(A)(iii)); (iv) no component fixed-income       listed and traded on U.S. registered exchanges. The
                                                       23 The determination that an unrated security is      security (excluding Treasury Securities) will             Fund will invest in the securities of registered
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    of comparable quality to a rated security (including,    represent more than 30% of the weight of the index        investment company ETPs consistent with the
                                                    as applicable, an investment grade security) by the      or portfolio, and the five highest weighted
                                                                                                                                                                       requirements of Section 12(d)(1) of the 1940 Act or
                                                    Adviser or Sub-Adviser will be based on, among           component fixed-income securities do not in the
                                                                                                                                                                       any rule, regulation, or order of the Commission or
                                                    other factors, a comparison between the unrated          aggregate account for more than 65% of the weight
                                                    security and securities issued by similarly situated     of the index or portfolio (Rule 5705(a)(4)(A)(iv)); (v)   interpretation thereof. The ETPs in which the Fund
                                                    companies to determine where in the spectrum of          an underlying index or portfolio (excluding               may invest will primarily be indexed-based ETFs
                                                    credit quality the unrated security would fall. The      exempted securities) must include securities from         that hold substantially all of their assets in
                                                    Adviser or Sub-Adviser would also perform an             a minimum of 13 non-affiliated issuers (Rule              securities representing a specific index. While the
                                                    analysis of the unrated security and its issuer          5705(a)(4)(A)(v)); and (vi) component securities that     Fund may invest in ETPs, the Fund will not invest
                                                    similar, to the extent possible, to that performed by    in the aggregate account for at least 90% of the          in leveraged or inverse leveraged (e.g., 2X, –2X)
                                                    a NRSRO in rating similar securities and issuers.        weight of the index or portfolio must be from             ETPs.



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                                                                                   Federal Register / Vol. 80, No. 81 / Tuesday, April 28, 2015 / Notices                                                   23631

                                                    and loan association; (c) U.S. and non-                 Revenue Code of 1986, as amended. In                   with the requirements of Section 6(b)(5)
                                                    U.S. equity securities; 29 and (d) cash.30              addition to satisfying the RIC                         of the Act,34 which requires, among
                                                      In addition, in response to adverse                   diversification requirements, no                       other things, that the Exchange’s rules
                                                    market, economic, political, or other                   portfolio security held by the Fund                    be designed to prevent fraudulent and
                                                    conditions the Fund reserves the right to               (other than U.S. government securities)                manipulative acts and practices, to
                                                    invest in U.S. government securities,                   will represent more than 30% of the                    promote just and equitable principles of
                                                    Money Market Securities, and cash,                      weight of the Fund’s portfolio and the                 trade, to foster cooperation and
                                                    without limitation, as determined by the                five highest weighted portfolio                        coordination with persons engaged in
                                                    Adviser or Sub-Adviser.                                 securities of the Fund (other than U.S.                facilitating transactions in securities, to
                                                    C. The Exchange’s Description of                        government securities) will not, in the                remove impediments to and perfect the
                                                    Investment Restrictions of the Fund                     aggregate, account for more than 65% of                mechanism of a free and open market
                                                                                                            the weight of the Fund’s portfolio. For                and a national market system, and, in
                                                       The Fund will invest only in                         these purposes, the Fund may treat                     general, to protect investors and the
                                                    corporate bonds that the Adviser or Sub-                repurchase agreements collateralized by                public interest. The Commission also
                                                    Adviser deems to be sufficiently liquid.                U.S. government securities as U.S.                     finds that the proposal to list and trade
                                                    The Fund will only buy performing debt                  government securities.                                 the Shares on the Exchange is consistent
                                                    securities and not distressed debt.                        The Fund may hold up to an aggregate                with Section 11A(a)(1)(C)(iii) of the
                                                    Generally, a corporate bond will be                     of 15% of its net assets in illiquid assets            Act,35 which sets forth the finding of
                                                    required to have $150 million or more                   (calculated at the time of investment),                Congress that it is in the public interest
                                                    par amount outstanding and significant                  including Rule 144A securities deemed                  and appropriate for the protection of
                                                    par value traded to be considered as an                 illiquid by the Adviser or Sub-Adviser.                investors and the maintenance of fair
                                                    eligible investment. Economic and other                 The Fund will monitor its portfolio                    and orderly markets to assure the
                                                    conditions may, from time to time, lead                 liquidity on an ongoing basis to                       availability to brokers, dealers, and
                                                    to a decrease in the average par amount                 determine whether, in light of current                 investors of information with respect to
                                                    outstanding of bond issuances.                          circumstances, an adequate level of                    quotations for, and transactions in,
                                                    Therefore, although the Fund does not                   liquidity is being maintained, and will                securities.
                                                    intend to do so, it may invest up to 5%                 consider taking appropriate steps in                      Quotation and last-sale information
                                                    of its net assets in corporate bonds with               order to maintain adequate liquidity if,               will be available via Nasdaq proprietary
                                                    less than $150 million par amount                       through a change in values, net assets,                quote and trade services, as well as in
                                                    outstanding if (1) the Adviser or Sub-                  or other circumstances, more than 15%                  accordance with the Unlisted Trading
                                                    Adviser deems such security to be                       of the Fund’s net assets are held in                   Privileges and the Consolidated Tape
                                                    sufficiently liquid based on its analysis               illiquid assets. Illiquid assets include               Association plans for the Shares and
                                                    of the market for such security (based                  securities subject to contractual or other             any underlying ETPs.36 In addition, the
                                                    on, for example, broker-dealer                          restrictions on resale and other                       Intraday Indicative Value (as defined in
                                                    quotations or its analysis of the trading               instruments that lack readily available                Nasdaq Rule 5735(c)(3)), which will be
                                                    history of the security or the trading                  markets as determined in accordance                    based upon the current value of the
                                                    history of other securities issued by the               with Commission staff guidance.                        components of the Disclosed Portfolio
                                                    issuer), (2) such investment is deemed                     Additional information regarding the                (as defined in Nasdaq Rule 5735(c)(2)),
                                                    by the Adviser or Sub-Adviser to be in                  Trust, Fund, and Shares, including                     will be available on the NASDAQ OMX
                                                    the best interest of the Fund, and (3)                  investment strategies and restrictions,                Information LLC proprietary index data
                                                    such investment is deemed consistent                    risks, creation and redemption                         service,37 and will be updated and
                                                    with the Fund’s goal of providing                       procedures, fees, portfolio holdings                   widely disseminated and broadly
                                                    exposure to a broad range of countries                  disclosure policies, distributions and                 displayed at least every 15 seconds
                                                    and issuers.                                            taxes, calculation of net asset value per              during the Regular Market Session.38
                                                       The Fund will not concentrate 25% or                 share (‘‘NAV’’), availability of                       During hours when the markets for local
                                                    more of the value of its total assets                   information, trading rules and halts, and              debt and other assets in the Fund’s
                                                    (taken at market value at the time of                   surveillance procedures, among other                   portfolio are closed, the Intraday
                                                    each investment) in any one industry, as                things, can be found in the Notice,                    Indicative Value will be updated at least
                                                    that term is used in the 1940 Act (except               Registration Statement, and Exemptive                  every 15 seconds during the Regular
                                                    that this restriction does not apply to                 Order, as applicable.31                                Market Session to reflect currency
                                                    obligations issued by the U.S.                                                                                 exchange fluctuations.
                                                    government or its respective agencies                   III. Discussion and Commission                            On each business day, before
                                                    and instrumentalities or government-                    Findings                                               commencement of trading in Shares in
                                                    sponsored enterprises). The Fund                           After careful review, the Commission                the Regular Market Session on the
                                                    intends to qualify each year as a                       finds that the proposed rule change is                 Exchange, the Trust will disclose on its
                                                    regulated investment company (‘‘RIC’’)                  consistent with the requirements of                    Web site (www.wisdomtree.com) the
                                                    under Subchapter M of the Internal                      Section 6 of the Act 32 and the rules and              identities and quantities of the portfolio
                                                                                                            regulations thereunder applicable to a                 of securities and other assets
                                                      29 The equity securities in which the Fund may        national securities exchange.33 In                     (‘‘Disclosed Portfolio,’’ as defined in
                                                    invest will be limited to securities that trade on      particular, the Commission finds that                  Nasdaq Rule 5732(c)(2)) held by the
                                                    markets that are members of the ISG. The Fund may
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    invest in non-U.S. equity securities by means of
                                                                                                            the proposed rule change is consistent
                                                                                                                                                                     34 15 U.S.C. 78f(b)(5).
                                                    American Depository Receipts, European
                                                                                                              31 See                                                 35 15 U.S.C. 78k–1(a)(1)(C)(iii).
                                                    Depository Receipts, and Global Depository                       Notice, supra note 3; see also Registration
                                                    Receipts.                                               Statement and Exemptive Order, supra note 5 and          36 See Notice, supra note 3, 80 FR at 12839.

                                                      30 According to the Exchange, the Fund may            accompanying text.                                       37 According to the Exchange, the NASDAQ OMX
                                                                                                              32 15 U.S.C. 78(f).                                  Global Index Data Service is the NASDAQ OMX
                                                    engage in foreign currency transactions, and may
                                                    invest directly in foreign currencies in the form of      33 In approving this proposed rule change, the       global index data feed service, offering real-time
                                                    bank and financial institution deposits and             Commission notes that it has considered the            updates, daily summary messages, and access to
                                                    certificates of deposit denominated in a specified      proposed rule’s impact on efficiency, competition,     widely followed indexes and ETFs. See id.
                                                    non-U.S. currency.                                      and capital formation. See 15 U.S.C. 78c(f).             38 See id.




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                                                    23632                           Federal Register / Vol. 80, No. 81 / Tuesday, April 28, 2015 / Notices

                                                    Fund that will form the basis for the                    the Shares will be continually available             issuer of the Shares that the NAV per
                                                    Fund’s calculation of NAV at the end of                  on a real-time basis throughout the day              Share will be calculated daily and that
                                                    the business day.39 The NAV of the                       on brokers’ computer screens and other               the NAV and the Disclosed Portfolio
                                                    Fund will normally be determined as of                   electronic services.41 The previous day’s            will be made available to all market
                                                    the close of the regular trading session                 closing price and trading volume                     participants at the same time.48 Further,
                                                    on the Exchange (ordinarily 4:00 p.m.                    information for the Shares will be                   trading in the Shares will be subject to
                                                    ET) on each business day.40 Information                  published daily in the financial section             Nasdaq 5735(d)(2)(D), which sets forth
                                                    regarding market price and volume of                     of newspapers.42 Pricing information for             circumstances under which trading in
                                                                                                             ETFs and exchange-traded derivatives                 the Shares may be halted.49 The
                                                       39 On a daily basis, the Fund will disclose on the
                                                                                                             and other instruments will be available              Exchange may also halt trading in the
                                                    Fund’s Web site the following information                from the exchanges on which they trade               Shares if trading is not occurring in the
                                                    regarding each portfolio holding, as applicable to
                                                    the type of holding: Ticker symbol, CUSIP number         and from major market vendors. Pricing               securities or the financial instruments
                                                    or other identifier, if any; a description of the        information for Debt Instruments,                    constituting the Disclosed Portfolio or if
                                                    holding (including the type of holding); the identity    forward currency contracts, spot                     other unusual conditions or
                                                    of the security or other asset or instrument             currencies, and debt instruments that do             circumstances detrimental to the
                                                    underlying the holding, if any; for options, the
                                                    option strike price; quantity held (as measured by,      not fall within the meaning of ‘‘Debt                maintenance of a fair and orderly
                                                    for example, par value, notional value or number         Instruments’’ as defined above will be               market are present.50 Further, the
                                                    of shares, contracts or units); maturity date, if any;   available from major broker-dealer                   Commission notes that the Reporting
                                                    coupon rate, if any; effective date, if any; market                                                           Authority that provides the Disclosed
                                                    value of the holding; and the percentage weighting
                                                                                                             firms, major market data vendors, or
                                                    of the holding in the Fund’s portfolio. See id. The      Pricing Services, as applicable. Money               Portfolio must implement and maintain,
                                                    Web site and information will be publicly available      market funds are typically priced once               or be subject to, procedures designed to
                                                    at no charge. See id.                                    each business day, and their prices will             prevent the use and dissemination of
                                                       40 See id., 80 FR at 12838. The Exchange notes
                                                                                                             be available through the applicable                  material, non-public information
                                                    that, for purposes of calculating the Fund’s NAV
                                                    per Share, the Fund’s investment will generally be       fund’s Web site or from major market                 regarding the actual components of the
                                                    valued using market valuations. In the event that        vendors.43 Intra-day, executable price               portfolio.51 The Exchange states that it
                                                    current market valuations are not readily available      quotations on Debt Instruments as well               has a general policy prohibiting the
                                                    or such valuations do not reflect current market         as derivative instruments are available              distribution of material, non-public
                                                    value, the Trust’s procedures require the Pricing                                                             information by its employees.52 The
                                                    Committee to determine an asset’s fair value if a        from major broker-dealer firms.44 Intra-
                                                    market price is not readily available in accordance      day price information is available                   Exchange also states that neither the
                                                    with the 1940 Act. Bank deposits held in U.S.            through subscription services, such as               Adviser nor Sub-Adviser is registered
                                                    dollars will be valued at their actual dollar amount;    Bloomberg and Thomson Reuters,                       as, or affiliated with, a broker-dealer.53
                                                    bank deposits held in foreign currencies will be
                                                    converted into U.S. dollars and valued at their          which can be accessed by Authorized
                                                                                                                                                                    48 See  id.
                                                    actual amounts in U.S. dollars. According to the         Participants and other investors.45 In                 49 See  id., 80 FR at 12840.
                                                    Adviser, Debt Instruments (as well as debt               addition, State Street Bank and Trust                   50 See id. See also Nasdaq Rule 5735(d)(2)(C)
                                                    instruments not within the meaning of ‘‘Debt             Company, through the National
                                                    Instruments’’), will generally be valued using prices                                                         (providing additional considerations for the
                                                    received from independent Pricing Services as of         Securities Clearing Corporation, will                suspension of trading in or removal from listing of
                                                    the announced closing time for trading in fixed-         make available on each business day,                 Managed Fund Shares on the Exchange). With
                                                    income instruments in the respective market or           immediately prior to the opening of                  respect to trading halts, the Exchange may consider
                                                    exchange. Exchange traded assets (including                                                                   all relevant factors in exercising its discretion to
                                                                                                             business on the Exchange’s Core                      halt or suspend trading in the Shares of the Fund.
                                                    without limitation, equity securities, listed futures
                                                    contracts, listed currency options, listed options on    Trading Session (currently 9:30 a.m.                 Nasdaq will halt or pause trading in the Shares
                                                    futures, and ETPs) will be valued at the last            Eastern time), the list of names and the             under the conditions specified in Nasdaq Rules
                                                                                                                                                                  4120 and 4121, including the trading pauses under
                                                    reported sale price or the official closing price on     required number or amount of each                    Nasdaq Rules 4120(a)(11) and (12). Trading also
                                                    that exchange where the security or other                security and/or the amount of cash, to
                                                    instrument is primarily traded on the day that the                                                            may be halted because of market conditions or for
                                                    valuation is made. Shares of money market funds          be included in the current ‘‘Fund                    reasons that, in the view of the Exchange, make
                                                    will be valued at their net asset values as reported     Deposit’’ (based on information at the               trading in the Shares inadvisable. See id.
                                                                                                                                                                     51 See Nasdaq Rule 5735(d)(2)(B)(ii).
                                                    on the applicable fund’s Web site or to major            end of the previous business day) for the               52 See Notice, supra note 3, 80 FR at 12840.
                                                    market vendors. With respect to derivative               Fund.46 The Fund’s Web site will
                                                    instruments, if, however, neither the last sales price                                                           53 See supra note 6 and accompanying text. The

                                                    nor the official closing price is available, each of     include a form of the prospectus for the             Exchange further represents that an investment
                                                    these derivative instruments will be valued at either    Fund and additional data relating to                 adviser to an open-end fund is required to be
                                                    the last reported sale price or official closing price   NAV and other applicable quantitative                registered under the Investment Advisers Act of
                                                    as of the close of regular trading of the principal      information.47                                       1940 (‘‘Advisers Act’’). As a result, the Adviser, the
                                                    market on which the instrument is listed consistent                                                           Sub-Adviser, and their related personnel are subject
                                                    with the primary benchmark. Spot currencies and             The Commission further believes that              to the provisions of Rule 204A–1 under the
                                                    non-exchange–traded derivatives, including non-          the proposal to list and trade the Shares            Advisers Act relating to codes of ethics. This Rule
                                                    deliverable forward currency contracts, currency         is reasonably designed to promote fair               requires investment advisers to adopt a code of
                                                    swaps, interest rate swaps, total return swaps, credit   disclosure of information that may be                ethics that reflects the fiduciary nature of the
                                                    default swaps, and credit-linked notes, will                                                                  relationship to clients as well as compliance with
                                                    normally be valued on the basis of quotes obtained       necessary to price the Shares                        applicable federal securities laws as defined in Rule
                                                    from brokers and dealers or Pricing Services using       appropriately and to prevent trading                 204A–1(e)(4). Accordingly, procedures designed to
                                                    data reflecting the earlier closing of the principal     when a reasonable degree of                          prevent the communication and misuse of
                                                    markets for those assets. International Data             transparency cannot be assured. The                  nonpublic information by an investment adviser
                                                    Corporation is expected to be the primary price                                                               must be consistent with Rule 204A–1 under the
                                                                                                             Commission notes that the Exchange
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    source for the Fund’s assets. The Fund may also                                                               Advisers Act. In addition, Rule 206(4)–7 under the
                                                    rely, however, on other recognized third-party           will obtain a representation from the                Advisers Act makes it unlawful for an investment
                                                    pricing sources, including, without limitation,                                                               adviser to provide investment advice to clients
                                                    Bloomberg, WM Reuters, JP Morgan, Markit, and JJ          41 See id., 80 FR at 12839.                         unless such investment adviser has (i) adopted and
                                                    Kenney, to provide prices for certain asset               42 See id.                                          implemented written policies and procedures
                                                    categories, including, among others, currency             43 See id., 80 FR at 12840.                         reasonably designed to prevent violation, by the
                                                    swaps, forward currency contracts, spot currencies,       44 See id., 80 FR at 12842.
                                                                                                                                                                  investment adviser and its supervised persons, of
                                                    and corporate securities, in each case as                                                                     the Advisers Act and the Commission rules adopted
                                                                                                              45 See id.
                                                    determined, from time to time, by the Fund’s board                                                            thereunder; (ii) implemented, at a minimum, an
                                                                                                              46 See id., 80 FR at 12837.
                                                    of trustees. Each of these pricing sources is a                                                               annual review regarding the adequacy of the
                                                    ‘‘Pricing Service’’ for purposes of this Fund.            47 See id., 80 FR at 12842.                         policies and procedures established pursuant to



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                                                                                   Federal Register / Vol. 80, No. 81 / Tuesday, April 28, 2015 / Notices                                           23633

                                                    The Financial Industry Regulatory                       Shares to customers; (c) how and by                      (10) The Fund may invest in loan
                                                    Authority (‘‘FINRA’’), on behalf of the                 whom information regarding the                        participation notes that have a
                                                    Exchange, will communicate as needed                    Intraday Indicative Value and Disclosed               minimum outstanding principal amount
                                                    regarding trading in the Shares and the                 Portfolio are disseminated; (d) the risks             of $200 million that the Adviser or Sub-
                                                    U.S and non-U.S. equity securities,                     involved in trading the Shares during                 Adviser deems to be liquid. In addition,
                                                    ETPs, listed options, and listed futures                the Pre-Market and Post-Market                        the Fund will invest no more than 25%
                                                    contracts and other instruments held by                 Sessions when an updated Intraday                     of its net assets in credit-linked notes.
                                                    the Fund with other markets and other                   Indicative Value will not be calculated                  (11) At least 90% of Fund assets that
                                                    entities that are members of the ISG or                 or publicly disseminated; (e) the                     are invested in exchange-traded
                                                    with which the Exchange has in place                    requirement that members deliver a                    derivative instruments will be invested
                                                    a comprehensive surveillance sharing                    prospectus to investors purchasing                    in instruments that trade in markets that
                                                    agreement. FINRA, on behalf of the                      newly issued Shares prior to or                       are members of ISG or with which the
                                                    Exchange, may obtain trading                            concurrently with the confirmation of a               Exchange has in place a comprehensive
                                                    information regarding trading in the                    transaction; and (f) trading information.             surveillance sharing agreement. In
                                                    Shares and the U.S. and non-U.S. equity                    (4) Trading in the Shares will be                  addition, the equity securities in which
                                                    securities, ETPs, listed options, listed                subject to the existing trading                       the Fund may invest will be limited to
                                                    futures contracts, and other instruments                surveillances, administered by both                   securities that trade on markets that are
                                                    held by the Fund from such markets and                  Nasdaq and also FINRA on behalf of the                members of the ISG.
                                                    other entities. FINRA, on behalf of the                 Exchange, which are designed to detect                   (12) The Fund will invest only in
                                                    Exchange, also is able to obtain trading                violations of Exchange rules and                      currencies, and instruments that
                                                    information regarding certain Debt                      applicable federal securities laws.56                 provide exposure to such currencies,
                                                    Instruments held by the Fund reported                   These procedures are adequate to                      that have significant foreign exchange
                                                    to FINRA’s Trade Reporting and                          properly monitor Exchange trading of                  turnover and are included in the BIS
                                                    Compliance Engine.54 In addition, the                   the Shares in all trading sessions and to             Survey. The Fund may invest in
                                                    Exchange may obtain information                         deter and detect violations of Exchange               currencies, and instruments that
                                                    regarding trading in the Shares and the                 rules and applicable federal securities               provide exposure to such currencies,
                                                    exchange-traded securities and                          laws.                                                 selected from the top 40 currencies (as
                                                    instruments held by the Fund from                          (5) For initial and continued listing,             measured by percentage share of average
                                                    markets and other entities that are                     the Fund must be in compliance with                   daily turnover for the applicable month
                                                    members of ISG or with which the                        Rule 10A–3 under the Act.57                           and year) included in the BIS Survey.
                                                    Exchange has in place a comprehensive                      (6) A minimum of 100,000 Shares will
                                                                                                            be outstanding at the commencement of                    (13) The Adviser or the Sub-Adviser
                                                    surveillance sharing agreement.55                                                                             will evaluate the creditworthiness of
                                                       The Exchange represents that it deems                trading on the Exchange.
                                                                                                               (7) Under normal circumstances, the                counterparties on an ongoing basis. In
                                                    the Shares to be equity securities, thus
                                                                                                            Fund will invest at least 80% of its net              addition to information provided by
                                                    rendering trading in the Shares subject
                                                                                                            assets in Debt Instruments, and no more               credit agencies, the Adviser’s or the
                                                    to the Exchange’s existing rules
                                                                                                            than 35% of Fund assets in derivatives                Sub-Adviser’s analysis will evaluate
                                                    governing the trading of equity
                                                                                                            that are Debt Instruments. In addition,               each approved counterparty using
                                                    securities. In support of this proposal,
                                                                                                            the Fund will invest no more than 20%                 various methods of analysis and may
                                                    the Exchange has also made the
                                                                                                            of its net assets in derivative                       consider such factors as the
                                                    following representations:
                                                                                                            instruments that are not Debt                         counterparty’s liquidity, its reputation,
                                                       (1) The Shares will be subject to Rule
                                                                                                            Instruments.                                          the Adviser’s or the Sub-Adviser’s past
                                                    5735, which sets forth the initial and
                                                                                                               (8) The Fund may hold up to an                     experience with the counterparty, its
                                                    continued listing criteria applicable to
                                                                                                            aggregate of 15% of its net assets in                 known disciplinary history, and its
                                                    Managed Fund Shares.
                                                       (2) The Exchange has appropriate                     illiquid assets (calculated at the time of            share of market participation. The
                                                    rules to facilitate transactions in the                 investment), including Rule 144A                      Adviser or Sub-Adviser will also
                                                    Shares during all trading sessions.                     securities deemed illiquid by the                     attempt to mitigate the Fund’s
                                                       (3) Prior to the commencement of                     Adviser or Sub-Adviser. The Fund will                 respective credit risk by transacting only
                                                    trading of the Shares, the Exchange will                monitor its portfolio liquidity on an                 with large, well-capitalized institutions
                                                    inform its members in an Information                    ongoing basis to determine whether, in                using measures designed to determine
                                                    Circular of the special characteristics                 light of current circumstances, an                    the creditworthiness of the
                                                    and risks associated with trading the                   adequate level of liquidity is being                  counterparty. The Adviser or Sub-
                                                    Shares. Specifically, the Information                   maintained, and will consider taking                  Adviser will take various steps to limit
                                                    Circular will discuss the following: (a)                appropriate steps in order to maintain                counterparty credit risk.
                                                    The procedures for purchases and                        adequate liquidity if through a change                   (14) Under normal market conditions,
                                                    redemptions of Shares in Creation Units                 in values, net assets, or other                       at least 80% of the Fund’s net assets that
                                                    (and that Shares are not individually                   circumstances, more than 15% of the                   are invested in Debt Instruments will be
                                                    redeemable); (b) Nasdaq Rule 2310,                      Fund’s net assets are held in illiquid                invested in Debt Instruments that are
                                                    which imposes suitability obligations on                assets.                                               issued by issuers with outstanding debt
                                                    Nasdaq members with respect to                             (9) While the Fund may invest in                   of at least $200 million (or the foreign
                                                                                                                                                                  currency equivalent thereof). In
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    recommending transactions in the                        ETPs, the Fund will not invest in
                                                                                                            leveraged or inverse leveraged ETPs.                  addition, while the Fund will be
                                                    subparagraph (i) above and the effectiveness of their                                                         actively-managed and will not be tied to
                                                    implementation; and (iii) designated an individual         56 According to the Exchange, FINRA surveils       an index, the Exchange represents that
                                                    (who is a supervised person) responsible for            trading on the Exchange pursuant to a regulatory      the Fund’s investment portfolio will
                                                    administering the policies and procedures adopted       services agreement. The Exchange is responsible for
                                                    under subparagraph (i) above.
                                                                                                                                                                  meet the criteria for non-actively
                                                                                                            FINRA’s performance under this regulatory services
                                                      54 See Notice, supra note 3, 80 FR at 12840.          agreement. See Notice, supra note 3, 80 FR at         managed, index-based, fixed income
                                                      55 For a list of the current members of ISG, see      12840.                                                ETFs contained in Nasdaq Rule
                                                    www.isgportal.org.                                         57 17 CFR 240.10A–3.                               5705(a)(4)(A).


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                                                    23634                            Federal Register / Vol. 80, No. 81 / Tuesday, April 28, 2015 / Notices

                                                       (15) The Fund may invest up to 20%                     U.S. Small Business Administration,                             Incident: Severe Winter Storm.
                                                    of its net assets, in the aggregate, in                   409 3rd Street SW., Suite 6050,                                 incident period: 02/15/2015 through
                                                    privately issued mortgage backed                          Washington, DC 20416.                                        02/17/2015.
                                                    securities and privately-issued ABSs.                     SUPPLEMENTARY INFORMATION: Notice is                            Effective Date: 04/20/2015.
                                                       (16) The Exchange represents that the                  hereby given that as a result of the                            Physical Loan Application Deadline
                                                    Fund’s investments in derivative                          Administrator’s disaster declaration,                        Date: 06/19/2015.
                                                    instruments will be made in accordance                                                                                    Economic Injury (EIDL) Loan
                                                                                                              applications for disaster loans may be
                                                    with the 1940 Act and consistent with                                                                                  Application Deadline Date: 01/20/2016.
                                                                                                              filed at the address listed above or other
                                                    the Fund’s investment objectives and                      locally announced locations.                                 ADDRESSES: Submit completed loan
                                                    policies, and will not be used to                            The following areas have been                             applications to: U.S. Small Business
                                                    enhance leverage.                                         determined to be adversely affected by                       Administration, Processing and
                                                    The Commission notes that the Fund                        the disaster:                                                Disbursement Center, 14925 Kingsport
                                                    and the Shares must comply with the                       Primary Counties: Duval.                                     Road, Fort Worth, TX 76155.
                                                    requirements of Nasdaq Rule 5735 to be                    Contiguous Counties:                                         FOR FURTHER INFORMATION CONTACT: A.
                                                    initially and continuously listed and                        Florida: Baker, Clay, Nassau, Saint                       Escobar, Office of Disaster Assistance,
                                                    traded on the Exchange. This approval                          Johns.                                                  U.S. Small Business Administration,
                                                    order is based on all of the Exchange’s                                                                                409 3rd Street SW., Suite 6050,
                                                                                                                 The Interest Rates are:
                                                    representations and description of the                                                                                 Washington, DC 20416.
                                                    Fund, including those set forth above                                                                         Percent  SUPPLEMENTARY INFORMATION: Notice is
                                                    and in the Notice.                                                                                                     hereby given that as a result of the
                                                                                                              For Physical Damage:                                         President’s major disaster declaration on
                                                    IV. Conclusion                                              Homeowners With Credit Avail-                              04/20/2015, Private Non-Profit
                                                      It is therefore ordered, pursuant to                        able Elsewhere ......................              3.625 organizations that provide essential
                                                    Section 19(b)(2) of the Act,58 that the                     Homeowners Without Credit                                  services of governmental nature may file
                                                    proposed rule change (SR–NASDAQ–                              Available Elsewhere ..............                 1.813
                                                                                                                                                                           disaster loan applications at the address
                                                                                                                Businesses With Credit Avail-
                                                    2015–012), as modified by Amendment                           able Elsewhere ......................              6.000 listed above or other locally announced
                                                    No. 1 thereto, be, and it hereby is,                        Businesses       Without           Credit                  locations.
                                                    approved.                                                     Available Elsewhere ..............                 4.000    The following areas have been
                                                      For the Commission, by the Division of                    Non-Profit Organizations With                              determined to be adversely affected by
                                                    Trading and Markets, pursuant to delegated                    Credit Available Elsewhere ...                     2.625 the disaster:
                                                    authority.59                                                Non-Profit Organizations With-                             Primary Counties: Banks, Barrow,
                                                    Brent J. Fields,                                              out Credit Available Else-                                  Dawson, Elbert, Forsyth, Franklin,
                                                                                                                  where .....................................        2.625    Habersham, Hall, Jackson, Lumpkin,
                                                    Secretary.                                                For Economic Injury:                                            Madison, Oglethorpe, Pickens,
                                                    [FR Doc. 2015–09763 Filed 4–27–15; 8:45 am]                 Businesses & Small Agricultural                               Stephens, White.
                                                    BILLING CODE 8011–01–P                                        Cooperatives Without Credit                                 The Interest Rates are:
                                                                                                                  Available Elsewhere ..............                  4.000
                                                                                                                Non-Profit Organizations With-
                                                                                                                                                                                                                                Percent
                                                                                                                  out Credit Available Else-
                                                    SMALL BUSINESS ADMINISTRATION                                 where .....................................         2.625   For Physical Damage:
                                                    [Disaster Declaration # 14282 and # 14283]                                                                                  Non-Profit Organizations With
                                                                                                                The number assigned to this disaster                              Credit Available Elsewhere ...                  2.625
                                                    Florida Disaster # FL–00104                               for physical damage is 14282 5 and for                            Non-Profit Organizations With-
                                                                                                              economic injury is 14283 0.                                         out Credit Available Else-
                                                    AGENCY: U.S. Small Business
                                                                                                                The States which received an EIDL                                 where .....................................     2.625
                                                    Administration.
                                                                                                              Declaration # are Florida.                                      For Economic Injury:
                                                    ACTION: Notice.                                                                                                             Non-Profit Organizations With-
                                                                                                              (Catalog of Federal Domestic Assistance
                                                                                                                                                                                  out Credit Available Else-
                                                    SUMMARY:   This is a notice of an                         Numbers 59002 and 59008)
                                                                                                                                                                                  where .....................................     2.625
                                                    Administrative declaration of a disaster                   Dated: April 22, 2015.
                                                    for the State of FLORIDA dated 04/22/                     Maria Contreras-Sweet,                                            The number assigned to this disaster
                                                    2015.                                                     Administrator.                                                  for physical damage is 14284B and for
                                                      Incident: Pecan Park Flea and                                                                                           economic injury is 14285B
                                                                                                              [FR Doc. 2015–09817 Filed 4–27–15; 8:45 am]
                                                    Farmers’ Market Fire.
                                                                                                              BILLING CODE 8025–01–P                                          (Catalog of Federal Domestic Assistance
                                                      Incident Period: 04/06/2015.                                                                                            Numbers 59002 and 59008)
                                                      Effective Date: 04/22/2015.
                                                      Physical Loan Application Deadline                                                                                      Joseph P. Loddo,
                                                                                                              SMALL BUSINESS ADMINISTRATION
                                                    Date: 06/22/2015.                                                                                                         Acting Associate Administrator for Disaster
                                                      Economic Injury (EIDL) Loan                             [Disaster Declaration #14284 and #14285]                        Assistance.
                                                    Application Deadline Date: 01/22/2016.
                                                                                                              Georgia Disaster #GA–00063                                      [FR Doc. 2015–09819 Filed 4–27–15; 8:45 am]
                                                    ADDRESSES: Submit completed loan
                                                                                                                                                                              BILLING CODE 8025–01–P
                                                    applications to: U.S. Small Business
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                                                                              AGENCY: U.S. Small Business
                                                    Administration, Processing and                            Administration.
                                                    Disbursement Center, 14925 Kingsport                      ACTION: Notice.                                                 SMALL BUSINESS ADMINISTRATION
                                                    Road, Fort Worth, TX 76155.
                                                                                                              SUMMARY:   This is a Notice of the                              [Disaster Declaration #4261 and #14262]
                                                    FOR FURTHER INFORMATION CONTACT: A.
                                                    Escobar, Office of Disaster Assistance,                   Presidential declaration of a major
                                                                                                                                                                              Tennessee Disaster Number TN–00087
                                                                                                              disaster for Public Assistance Only for
                                                      58 15   U.S.C. 78s(b)(2).                               the State of georgia (FEMA–4215–DR),                            AGENCY:U.S. Small Business
                                                      59 17   CFR 200.30–3(a)(12).                            dated 04/20/2015.                                               Administration.


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Document Created: 2015-12-16 08:36:17
Document Modified: 2015-12-16 08:36:17
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 23628 

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