[Federal Register Volume 80, Number 47 (Wednesday, March 11, 2015)]
[Notices]
[Pages 12832-12843]
[FR Doc No: 2015-05514]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74448; File No. SR-NASDAQ-2015-012]

Self-Regulatory Organizations; The NASDAQ Stock Market, LLC;
Notice of Filing of Proposed Rule Change Relating to the Listing and
Trading of the Shares of the WisdomTree Western Unconstrained Bond Fund
of the WisdomTree Trust

March 5, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on February 18, 2015, The NASDAQ Stock Market LLC (``NASDAQ'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in in Items I
and II below, which Items have been prepared by NASDAQ. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    NASDAQ proposes to list and trade shares of the WisdomTree Western
Unconstrained Bond Fund (the ``Fund'') of the WisdomTree Trust (the
``Trust'') under NASDAQ Rule 5735 (``Managed Fund Shares'').\3\ The
shares of the Fund are collectively referred to herein as the
``Shares.''
---------------------------------------------------------------------------

    \3\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1)(the ``1940 Act'') organized as
an open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Index Fund Shares, listed
and traded on the Exchange under NASDAQ Rule 5705, seeks to provide
investment results that correspond generally to the price and yield
performance of a specific foreign or domestic stock index, fixed
income securities index or combination thereof.
---------------------------------------------------------------------------

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

    In its filing with the Commission, NASDAQ included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. NASDAQ has prepared summaries, set forth in Sections A,
B, and C below, of the most significant aspects of such statements.

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

1. Purpose
    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.\4\ The Fund will be an actively managed
exchange traded fund (``ETF''). The Shares will be offered by the
Trust, which was established as a Delaware statutory trust on December
15, 2005. The Trust is registered with the Commission as an investment
company and has filed a registration statement on Form N-1A
(``Registration Statement'') with the Commission on behalf of the
Fund.\5\
---------------------------------------------------------------------------

    \4\ The Commission approved NASDAQ Rule 5735 in Securities
Exchange Act Release No. 57962 (June 13, 2008) 73 FR 35175 (June 20,
2008) (SR-NASDAQ-2008-039). The Fund would not be the first
actively-managed fund listed on the Exchange; see Securities
Exchange Act Release No. 66175 (February 29, 2012), 77 FR 13379
(March 6, 2012) (SR-NASDAQ-2012-004) (order approving listing and
trading of WisdomTree Emerging Markets Corporate Bond Fund).
Additionally, the Commission has previously approved the listing and
trading of a number of actively managed WisdomTree funds on NYSE
Arca, Inc. pursuant to Rule 8.600 of that exchange. See, e.g.,
Securities Exchange Act Release No. 64643 (June 10, 2011), 76 FR
35062 (June 15, 2011) (SR-NYSEArca-2011-21) (order approving listing
and trading of WisdomTree Global Real Return Fund). The Exchange
believes the proposed rule change raises no significant issues not
previously addressed in those prior Commission orders.
    \5\ 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 (15 U.S.C. 77a) (``Securities Act'') and
the 1940 Act (File Nos. 333-132380 and 811-21864). The descriptions
of the Fund and the Shares contained herein are based, in part, on
information in the Registration Statement. The Commission has issued
an order granting certain exemptive relief to the Trust under the
1940 Act. See Investment Company Act Release No. 28171 (October 27,
2008) (File No. 812-13458) (the ``Exemptive Relief''). 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.
---------------------------------------------------------------------------

Description of the Shares and the Fund
    WisdomTree Asset Management, Inc. (``WisdomTree Asset Management'')
will be the investment adviser (``Adviser'') to the Fund.\6\ Western
Asset Management Company will serve as sub-adviser for the Fund (``Sub-
Adviser'').\7\ State Street Bank and Trust Company will serve as the
administrator, custodian and transfer agent for the Trust
(``Custodian'' or ``Transfer Agent,'' as applicable). ALPS
Distributors, Inc. (``Distributor'') will serve as the distributor for
the Trust.
---------------------------------------------------------------------------

    \6\ WisdomTree Investments, Inc. (``WisdomTree Investments'') is
the parent company of WisdomTree Asset Management.
    \7\ The Sub-Adviser is responsible for day-to-day management of
the Fund and, as such, typically makes all decisions with respect to
portfolio holdings. The Adviser has ongoing oversight
responsibility.
---------------------------------------------------------------------------

    Paragraph (g) of Rule 5735 provides that, if the investment adviser
to the investment company issuing Managed Fund Shares is affiliated
with a broker-dealer, such investment adviser shall erect a ``fire
wall'' between the investment adviser and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such investment company portfolio.\8\ In addition, paragraph
(g) further requires that personnel who make decisions on the open-end
fund's portfolio composition must be subject to procedures designed to
prevent the use and dissemination of material nonpublic information
regarding the open-end fund's portfolio. Rule 5735(g) is similar to
NASDAQ Rule 5705(b)(5)(A)(i), however, paragraph (g) in connection with
the establishment of a ``fire wall'' between the investment adviser and
the broker-dealer reflects the open-end fund's portfolio, not an
underlying benchmark index, as is the case with index-based funds.
Neither

WisdomTree Asset Management nor Western Asset Management Company is
registered as, or affiliated with any broker-dealer. In the event (a)
the Adviser or the Sub-Adviser becomes newly registered as, or
affiliated with, a broker-dealer or (b) any new adviser or sub-adviser
is registered as or becomes affiliated with a broker-dealer, as
applicable, it will implement a fire wall with respect to its relevant
personnel or such affiliated broker-dealer regarding access to
information concerning the composition and/or changes to a portfolio,
and will be subject to procedures designed to prevent the use and
dissemination of material non-public information regarding such
portfolio.
---------------------------------------------------------------------------

    \8\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (15 U.S.C. 80b-
1) (the ``Advisers Act''). As a result, the Adviser and Sub-Adviser
and their related personnel are subject to the provisions of Rule
204A-1 under the Advisers Act relating to codes of ethics. This Rule
requires investment advisers to adopt a code of ethics that reflects
the fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act (17 CFR 275.204A-1). In addition,
Rule 206(4)-7 under the Advisers Act (17 CFR 275.206(4)-7) 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.
---------------------------------------------------------------------------

WisdomTree Western Unconstrained Bond Fund
Principal Investments
    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 (as defined below). For these purposes, Debt
Instruments will include: (i) Fixed income securities,\9\ such as bonds
and notes; 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,\10\ 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).
The Fund intends to invest in the following Debt Instruments:
---------------------------------------------------------------------------

    \9\ Fixed income securities generally represent obligations of
issuers to re-pay money borrowed. The issuer of the fixed income
security usually pays a fixed, variable or floating rate of interest
and repays the amount borrowed, usually at the maturity of the
instrument. Some fixed income securities, such as zero coupon bonds,
do not pay current interest, but are issued at a discount from their
face values. 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.
    \10\ 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. In response to adverse market, economic,
political, or other conditions the Fund reserves the right to invest
in U.S. government securities, other Money Market Securities (as
defined below), and cash, without limitation, as determined by the
Adviser or Sub-Adviser. ``Money Market Securities'' shall 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.
---------------------------------------------------------------------------

     Instruments denominated in U.S. dollars or local
currencies.
     Securities or other debt obligations issued by
corporations or agencies that may receive financial support or backing
from local government.
     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.
     ``Government securities'' as defined in Section 3(a)(42)
of the Act (``Government Securities'').\11\
---------------------------------------------------------------------------

    \11\ Government Securities include securities issued or
guaranteed by the U.S. Treasury, agencies or instrumentalities of
the U.S. government or government sponsored enterprises (``GSEs'').
The Treasury securities in which the Fund may invest will include
variable rate Treasury securities, whose rates are adjusted daily
(or at such other increment as may later be determined by the
Department of the Treasury) to correspond with the rate paid on one-
month or three-month Treasury securities, as applicable.
---------------------------------------------------------------------------

     Securities issued or guaranteed by non-U.S. governments,
agencies and instrumentalities.
     Municipal securities (including taxable and tax-exempt
municipal securities), as defined in Section 3(a)(29) of the Act.
     ``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
(a convertible security that is trading well below its conversion value
minimizing the likelihood that it will ever reach its convertible price
prior to maturity).
     Loan participation notes (``LPNs'').\12\
---------------------------------------------------------------------------

    \12\ The Fund may invest in LPNs with a minimum outstanding
principal amount of $200 million that the Adviser or Sub-Adviser
deems to be liquid.
---------------------------------------------------------------------------

     Zero-coupon securities and interest-only securities.\13\
---------------------------------------------------------------------------

    \13\ A zero coupon bond is a debt security that is sold without
interest and is therefore priced at a discount to the principal
amount paid at maturity. An interest-only security is an investment
in the interest portion only of that security (i.e., it does not
include repayment of principal, which is separated and typically
sold separately).
---------------------------------------------------------------------------

     Debt securities linked to inflation rates of the U.S. and
non-U.S. countries.
     Repurchase agreements backed by Government Securities and
non-U.S. government securities.\14\
---------------------------------------------------------------------------

    \14\ 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.
---------------------------------------------------------------------------

     Bank loans (including senior loans).\15\
---------------------------------------------------------------------------

    \15\ A senior loan is an advance commitment of funds made by one
or more banks or financial institutions to one or more corporations,
partnerships or other business entities and typically pays interest
at a floating rate that is determined periodically at a designated
premium above a base lending rate, most commonly the London-
Interbank Offered Rate (``LIBOR'').
---------------------------------------------------------------------------

     Money Market Securities.\16\
---------------------------------------------------------------------------

    \16\ See note 10, supra.
---------------------------------------------------------------------------

     Money market mutual funds.
     Bank loans (including senior loans).
     Mortgage-backed securities,\17\ including commercial
mortgage-backed securities (``CMBSs''),\18\ collateralized mortgage
obligations (``CMOs''),\19\ and adjustable rate mortgage back
securities (``ARMBSs''),\20\ and interest-only

mortgage-backed securities, \21\ including in each case, agency
mortgage-backed securities,\22\ GSE issued or guaranteed mortgage-
backed securities,\23\ and privately issued mortgage-backed securities.
---------------------------------------------------------------------------

    \17\ Mortgage-backed securities are interests in pools of
residential or commercial mortgage loans, including mortgage loans,
made by savings and loans institutions, mortgage bankers, commercial
banks and others. Pools of mortgage loans are assembled as
securities for sale to investors by various governmental,
government-related and private organizations. Interests in pools of
mortgage-backed securities differ from other forms of debt
securities, which normally provide for periodic payment of interest
in fixed amounts with principal payments at maturity or specified
call dates. Instead, mortgage-backed securities provide a monthly
payment which consists of both principal and interest payments. In
effect, these payments are a ``pass-through'' of the monthly
payments made by the individual borrowers on their residential or
commercial mortgage loans, net of any fees paid to the issuer or
guarantor of such securities. Additional payments are caused by
repayments of principal resulting from the sale of the underlying
property, refinancing or foreclosure, net of fees or costs which may
be incurred.
    \18\ CMBSs include securities that reflect an interest in, and
are secured by, mortgage loans on commercial real property.
    \19\ CMOs are debt obligations of a legal entity that are
collateralized by mortgages and divided into classes. Similar to a
bond, interest and prepaid principal is paid, in most cases on a
monthly basis. CMOs may be collateralized by whole mortgage loans or
private mortgage bonds, but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by Ginnie
Mae, Fannie Mae, Freddie Mac, and their income streams.
    \20\ ARMBSs have interest rates that reset at periodic
intervals. Acquiring ARMBSs permits the Fund to participate in
increases in prevailing current interest rates through periodic
adjustments in the coupons of mortgages underlying the pool on which
ARMBSs are based. Such ARMBSs generally have higher current yield
and lower price fluctuations than is the case with more traditional
Debt Instruments of comparable rating and quality.
    \21\ In an interest-only mortgage backed security, the cash
flows to investors are provided from the cash flows from the
underlying mortgage loans.
    \22\ The principal U.S. government guarantor of mortgage-backed
securities is Ginnie Mae, a wholly-owned corporation within the
United States Department of Housing and Urban Development.
    \23\ GSE's are private corporations created by the United States
government, often to enhance the flow of credit to targeted sectors
of the economy. The two largest GSEs for mortgage-backed securities
are Fannie Mae and Freddie Mac.
---------------------------------------------------------------------------

     Asset-backed securities (``ABSs'').\24\
---------------------------------------------------------------------------

    \24\ ABSs are bonds backed by pools of loans or other
receivables. ABSs are created from many types of assets, including
auto loans, credit card receivables, home equity loans, and student
loans. ABSs are issued through special purpose vehicles that are
bankruptcy remote from the issuer or the collateral. The credit
quality of an ABS transaction depends on the performance of the
underlying assets. To protect ABS investors from the possibility
that some borrowers could miss payments or even default on their
loans, ABSs include various forms of credit enhancement.
---------------------------------------------------------------------------

    The Fund may invest up to 20% of its net assets, in the aggregate,
in privately issued mortgage backed securities and privately-issued
ABSs. Debt Instruments will also include debt securities which are
secured with collateral consisting of mortgage-backed securities or
ABSs.
    The Fund may invest in the aggregate up to 35% of its assets in the
following derivatives which are also Debt Instruments:
     Credit-linked notes.\25\
---------------------------------------------------------------------------

    \25\ A credit-linked note is a type of structured note whose
value is linked to an underling reference asset or entity. Credit-
linked notes typically provide periodic payments of interest as well
as payment of principal upon maturity. The Fund will invest not more
than 25% of its net assets in credit-linked notes.
---------------------------------------------------------------------------

     Listed futures contracts on Debt Instruments.\26\
---------------------------------------------------------------------------

    \26\ The Adviser has registered with the Commodity Futures
Trading Commission (``CFTC'') as a commodity pool operator (``CPO'')
under the Commodity Exchange Act with regard to the Fund. The
exchange-listed 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. The
exchange-listed 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 include
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.
---------------------------------------------------------------------------

     Non-deliverable forward currency contracts.\27\
---------------------------------------------------------------------------

    \27\ A forward currency contract is an agreement to buy or sell
a specific currency on a future date at a price set at the time of
the contract. 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 (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.
---------------------------------------------------------------------------

     Currency swaps.\28\
---------------------------------------------------------------------------

    \28\ A currency swap is a foreign exchange agreement between two
parties to exchange aspects of a loan (i.e., the principal and
interest payments) of a loan in one currency for equivalent aspects
of an equal in net present value of a loan in another currency. See
also note 27, supra, regarding foreign currencies in which the Fund
may invest.
---------------------------------------------------------------------------

     Interest rate swaps.\29\
---------------------------------------------------------------------------

    \29\ An interest rate swap involves the exchange of a floating
interest rate payment for a fixed interest rate payment.
---------------------------------------------------------------------------

     Listed currency options.
     Listed options on futures contracts on Debt instruments.
    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.\30\ 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.\31\
---------------------------------------------------------------------------

    \30\ 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.
    \31\ 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 and/or certain
securities. Such collateral will generally be held for the benefit
of the counterparty in a segregated tri-party account at the
custodian to protect the counterparty against non-payment by the
Fund. In the event of a default by the counterparty, and 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.
---------------------------------------------------------------------------

    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.\32\ Such investments will be consistent with
the Fund's investment objective and will not be used to enhance
leverage. For example, the Fund may engage in swap transactions that
provide exposure to Debt Instruments or to interest rates. All Money
Market Securities acquired by the Fund will be rated investment
grade,\33\ 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.\34\
---------------------------------------------------------------------------

    \32\ See note 10, supra.
    \33\ The term ``investment grade,'' for purposes of Money Market
Securities only, is intended to mean securities rated A1 or A2 by
one or more Nationally Recognized Statistical Rating Organizations
(``NRSROs'').
    \34\ 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.
See Credit Analysis of Portfolio Securities, Commission No-Action
Letter (May 8, 1990).
---------------------------------------------------------------------------

    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.\35\
---------------------------------------------------------------------------

    \35\ See 15 U.S.C. 80a-18; Investment Company Act Release No.
10666 (April 18, 1979), 44 FR 25128 (April 27, 1979); Dreyfus
Strategic Investing, Commission No-Action Letter (June 22, 1987);
Merrill Lynch Asset Management, L.P., Commission No-Action Letter
(July 2, 1996).
---------------------------------------------------------------------------

    The Fund intends to provide exposure across geographic regions and
countries, world-wide. The Fund intends to invest in Debt Instruments
originating in the following regions/countries: North America, South
America, Asia, Australia and New Zealand, Latin America, Europe, Africa
and the Middle East. The Fund intends to invest primarily in developed
and emerging markets countries.\36\ The Fund's credit exposure will be
monitored on an ongoing basis from a risk perspective, and may be
modified, reduced, or eliminated. The Fund's exposure to any single
corporate issuer generally will be limited to 10% of the Fund's assets.
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). The percentage of the Fund's
assets in a specific region, country or issuer will change from time to
time. 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.
---------------------------------------------------------------------------

    \36\ 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. According to the
Adviser, while there is no universally accepted definition of what
constitutes an ``emerging market,'' in general, emerging market
countries are characterized by developing commercial and financial
infrastructure with significant potential for economic growth and
increased capital market participation by foreign investors. The
Adviser and Sub-Adviser look at a variety of commonly-used factors
when determining whether a country is an ``emerging'' market. In
general, the Adviser and Sub-Adviser consider a country to be an
emerging market if: (1) It is either (a) classified by the World
Bank in the lower middle or upper middle income designation for one
of the past 5 years (i.e., per capita gross national product of less
than U.S. $9,385), (b) has not been a member of the Organization for
Economic Co-operation and Development (``OECD'') for the past five
years or (c) classified by the World Bank as high income and a
member in OECD in each of the last five years, but with a currency
that has been primarily traded on a non-delivered basis by offshore
investors (e.g., Korea and Taiwan); and (2) the country's debt
market is considered relatively accessible by foreign investors in
terms of capital flow and settlement considerations. This definition
could be expanded or exceptions made depending on the evolution of
market and economic conditions.
---------------------------------------------------------------------------

    The universe of Debt Instruments will include securities that are
rated ``investment grade'' as well as ``non-investment grade''
(commonly referred to as `junk bonds').\37\ The Fund may invest in Debt
Instruments of any credit quality, including unrated securities, and
with effective or final maturities of any length.
---------------------------------------------------------------------------

    \37\ According to the Adviser, ``investment grade'' (other than
with respect to Money Market Securities) means securities rated in
the Baa/BBB categories or above by one or more NRSROs. If a security
is rated by multiple NRSROs and receives different ratings, the Fund
will treat the security as being rated in the highest rating
category received from an NRSRO. Rating categories may include sub-
categories or gradations indicating relative standing.
---------------------------------------------------------------------------

    Liquidity will be an important factor in the Fund's security
selection process.\38\ 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).
---------------------------------------------------------------------------

    \38\ 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).
---------------------------------------------------------------------------

    The Fund will be actively-managed and will not be tied to an index.
The Exchange notes, however, 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).\39\
---------------------------------------------------------------------------

    \39\ 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)).
---------------------------------------------------------------------------

Secondary Investments in Derivatives and Foreign Currencies
    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. Derivative instruments are financial contracts
whose values depend upon, or are derived from, the value of any
underlying asset, reference rate or index, and may relate to, among
other things, interest rates, currencies or currency exchange rates.
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 (in addition to Debt Instruments that
are derivatives): listed futures contracts (other than on Debt
Instruments),\40\ total return swaps,\41\ credit default swaps,\42\

and listed options on futures contracts (other than on Debt
Instruments).\43\
---------------------------------------------------------------------------

    \40\ See note 26, supra.
    \41\ A total return swap is an agreement between two parties in
which one party agrees to make payments of the total return of a
reference asset in return for payments equal to a rate of interest
on another reference asset.
    \42\ A credit default swap is a financial swap agreement that
the seller of the credit default swap will compensate the buyer in
the event of a loan default or other credit event.
    \43\ See note 30, supra.
---------------------------------------------------------------------------

    As discussed above, the Fund's use of derivative instruments will
be collateralized by investments in Money Market Securities and other
liquid Debt Instruments.\44\ Such investments will be consistent with
the Fund's investment objective and will not be used to enhance
leverage.
---------------------------------------------------------------------------

    \44\ See note 10, supra.
---------------------------------------------------------------------------

    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. 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.\45\
---------------------------------------------------------------------------

    \45\ See note 30, supra.
---------------------------------------------------------------------------

Other Fund Investments
    The Fund may invest up to 20% of its net assets in one or more of
the following instruments. The Fund may invest in the securities of
other investment companies (including exchange-traded products
(``ETPs''), such as other ETFs.\46\ The Fund may invest in debt
instruments that do not fall within the meaning of ``Debt Instruments''
above, including bank loans; banker's acceptances, which are short-term
credit instruments used to finance commercial transactions; bank time
deposits, which are monies kept on deposit with banks or savings and
loan associations for a stated period of time at a fixed rate of
interest; commercial paper, which is short-term unsecured promissory
notes,\47\ and certificates of deposit issued against funds deposited
in a bank or savings and loan association. The Fund may invest in U.S.
and non-U.S. equity securities.\48\ The Fund may also hold cash.
---------------------------------------------------------------------------

    \46\ When used herein, ETPs may 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. 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 Fund will only make such investments in conformity with
the requirements of Section 817 of the Internal Revenue Code of
1986. The ETPs in which the 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, 3X, or -3X) ETPs.
    \47\ Except for commercial paper that is included within the
meaning of ``Debt Instruments,'' the Fund will only invest in
commercial paper rated A-1 or higher by an NRSRO.
    \48\ The equity securities in which the Fund may invest will be
limited to securities that trade on markets that are members of the
ISG. See note 26, supra. The Fund may invest in non-U.S. equity
securities by means of American Depository Receipts (``ADRs''),
European Depository Receipts (``EDRs''), and Global Depository
Receipts (``GDRs''). ADRs are receipts typically issued by an
American Bank or trust company that evidence ownership of underlying
securities issued by a foreign corporation. EDRs are receipts issued
in Europe that evidence a similar ownership arrangement. GDRs are
receipts issued throughout the world that evidence a similar
ownership arrangement.
---------------------------------------------------------------------------

Investment Restrictions
    The Fund will invest only in corporate bonds that the Adviser or
Sub-Adviser deems to be sufficiently liquid.\49\ 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.\50\
---------------------------------------------------------------------------

    \49\ See note 38, supra, regarding the method by which the
Adviser or the Sub-Adviser, as applicable, will determine liquidity
of an instrument.
    \50\ See note 39, supra.
---------------------------------------------------------------------------

    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.\51\ 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.\52\ The Fund's investments
will be consistent with the Fund's investment objectives and will not
be used to enhance leverage. \53\
---------------------------------------------------------------------------

    \51\ The Fund's Sub-Adviser is responsible for complying with
the Fund's restrictions on investing in illiquid assets. See note
38, supra.
    \52\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), footnote 34. See also, Investment Company
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); Investment
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio
security is illiquid if it cannot be disposed of in the ordinary
course of business within seven days at approximately the value
ascribed to it by the fund. See Investment Company Act Release No.
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990)
(adopting Rule 144A under the Securities Act of 1933 (15 U.S.C.
77a).
    \53\ The Fund will include appropriate risk disclosure in its
offering documents, including leveraging risk. Leveraging risk is
the risk that certain transactions of a fund, including a fund's use
of derivatives, may give rise to leverage, causing a fund to be more
volatile than if it had not been leveraged. To mitigate leveraging
risk, the Adviser will segregate or earmark liquid assets or
otherwise cover the transactions that give rise to such risk. See 15
U.S.C. 80a-18; Investment Company Act Release No. 10666 (April 18,
1979), 44 FR 25128 (April 27, 1979); Dreyfus Strategic Investing,
Commission No-Action Letter (June 22, 1987); Merrill Lynch Asset
Management, L.P., Commission No-Action Letter (July 2, 1996).
---------------------------------------------------------------------------

    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.\54\ The Fund's actual portfolio
duration may be longer or shorter depending on market conditions.
---------------------------------------------------------------------------

    \54\ 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.
---------------------------------------------------------------------------

    The Fund intends to invest in Debt Instruments of at least 13 non-
affiliated 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).\55\
---------------------------------------------------------------------------

    \55\ See Form N-1A, Item 9. The Commission has taken the
position that a fund is concentrated if it invests more than 25% of
the value of its total assets in any one industry. See, e.g.,
Investment Company Act Release No. 9011 (October 30, 1975), 40 FR
54241 (November 21, 1975).
---------------------------------------------------------------------------

    The Fund intends to qualify each year as a regulated investment
company (a ``RIC'') under Subchapter M of the Internal Revenue Code of
1986, as amended.\56\ In addition to satisfying the above referenced
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.\57\
---------------------------------------------------------------------------

    \56\ 26 U.S.C. 851.
    \57\ Repurchase agreements will not be used by the Fund to
enhance leverage.
---------------------------------------------------------------------------

Creation and Redemption of Shares
    The Fund will issue and redeem Shares on a continuous basis at net
asset value (``NAV'') \58\ only in large blocks of Shares (``Creation
Units'') in transactions with Authorized Participants (as defined
below). Creation Units generally will consist of 100,000 Shares, though
this may change from time to time. Creation Units are not expected to
consist of less than 50,000 Shares. According to the Registration
Statement and consistent with the Exemptive Relief, the Fund will issue
and redeem Creation Units in exchange for a portfolio of Debt
Instruments and other instruments (``Deposit Securities'') and/or an
amount of U.S. cash representing one or more Deposit Securities
(``Deposit Cash'') providing exposure to the holdings of the Fund and
cash.
---------------------------------------------------------------------------

    \58\ The NAV of the Fund's Shares generally is calculated once
daily Monday through Friday as of the close of regular trading on
the New York Stock Exchange, generally 4:00 p.m. Eastern time (the
``NAV Calculation Time''). NAV per Share is calculated by dividing
the Fund's net assets by the number of Fund Shares outstanding. For
more information regarding the valuation of the Fund's investments
in calculating the Fund's NAV, see the Registration Statement.
---------------------------------------------------------------------------

    Together, the Deposit Securities and/or Deposit Cash and the Cash
Component (defined below) will constitute the ``Fund Deposit,'' which
represents the minimum initial and subsequent investment amount for a
Creation Unit of the Fund. The ``Cash Component'' will be an amount
equal to the difference between the NAV of the Shares (per Creation
Unit) and the market value of the Deposit Securities (e.g., if the NAV
per Creation Unit is less than the market value of the Deposit
Securities), the Cash Component will be a corresponding negative amount
and the creator will be entitled to receive cash in an amount equal to
the Cash Component. The Cash Component will serve the function of
compensating for any differences between the NAV per Creation Unit and
the market value of the Deposit Securities and/or Deposit Cash, as
applicable.
    To be eligible to place orders with respect to creations and
redemptions of Creation Units, an entity must be (i) a ``Participating
Party,'' i.e., a broker-dealer or other participant in the clearing
process through the Continuous Net Settlement System of the National
Securities Clearing Corporation (``NSCC''); or (ii) a Depository Trust
Company (``DTC'') participant. In addition, each Participating Party or
DTC participant (each, an ``Authorized Participant'') must execute an
agreement that has been agreed to by the Distributor and the Transfer
Agent, and that has been accepted by the Trust, with respect to
purchases and redemptions of Creation Units. All standard orders to
create Creation Units must be received by the Transfer Agent no later
than the closing time of the regular trading session of the New York
Stock Exchange (ordinarily 4:00 p.m., Eastern Time) (the ``Closing
Time'') in each case on the date such order is placed in order for the
creation of Creation Units to be effected based on the NAV of Shares as
next determined on such date after receipt of the order in proper form.
Shares may be redeemed only in Creation Units at their NAV next
determined after receipt not later than the Closing Time of a
redemption request in proper form by the Fund through the Transfer
Agent only on a business day.
    The Custodian, through the NSCC, will make available on each
business day, immediately prior to the opening of business on the
Exchange's Core Trading Session (currently 9:30 a.m. E.T.), the list of
names and the required number or amount of each Deposit Security and/or
the amount of the Deposit Cash, to be included in the current Fund
Deposit (based on information at the end of the previous business day)
for the Fund. The Fund Deposit is subject to any applicable
adjustments, in order to effect purchases of Creation Units of the Fund
until such time as the next-announced composition of the Deposit
Securities is made available.
    With respect to the Fund, the Custodian, through the NSCC, will
make available immediately prior to the opening of business on the
Exchange (9:30 a.m. E.T.) on each business day, the list of the names
and quantities of the Fund's portfolio securities (``Fund Securities'')
that will be applicable (subject to possible amendment or correction)
to redemption requests received in proper form on that day. Fund
Securities on redemption may not be identical to Deposit Securities.
Shares may be redeemed only in Creation Units at their NAV next
determined after receipt of a redemption request in proper form by the
Fund through the Transfer Agent and only on a business day.
    Redemption proceeds for a Creation Unit will be paid either in-kind
or in cash or a combination thereof, as determined by the Trust. With
respect to in-kind redemptions of the Fund, redemption proceeds will
consist of Fund Securities as announced by the Custodian on the
business day of the request for redemption received in proper form plus
cash in an amount equal to the difference between the NAV of the Shares
being redeemed, as next determined after receipt of a request in proper
form, and the value of the Fund

Securities (the ``Cash Redemption Amount''), less a fixed redemption
transaction fee and any applicable variable charge as set forth in the
Registration Statement. In the event the Fund Securities have a value
greater than the NAV of the Shares, a compensating cash payment equal
to the differential will be required to be made by or through an
Authorized Participant by the redeeming shareholder. Notwithstanding
the foregoing, at the Trust's discretion, an Authorized Participant may
receive the corresponding cash value of the securities in lieu of the
in-kind securities value representing one or more Fund Securities. Once
created, Shares of the Fund will trade on the secondary market in
amounts less than a Creation Unit.
Net Asset Value
    The NAV of the Fund will be calculated by the Custodian and
determined at the close of the regular trading session on the NASDAQ
Stock Market (ordinarily 4:00 p.m. E.T.) on each day that the Exchange
is open, provided that fixed-income assets may be valued as of the
announced closing time for trading in fixed-income instruments on any
day that the Securities Industry and Financial Markets Association (or
the applicable exchange or market on which the Fund's investments are
traded) announces an early closing time. The NAV per Share for the Fund
will be computed by dividing the value of the net assets of the Fund
(i.e., the value of its total assets less total liabilities) by the
total number of Shares outstanding, rounded to the nearest cent.
Expenses and fees, including the management fees, are accrued daily and
taken into account for purposes of determining NAV.\59\ Creation/
redemption order cut-off times may also be earlier on such days.
---------------------------------------------------------------------------

    \59\ International Data Corporation (``IDC'') 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, as defined
below. Each of these pricing sources is a ``Pricing Service'' for
purposes of this proposed rule change.
---------------------------------------------------------------------------

    In calculating the Fund's NAV per Share, the Fund's investment will
generally be valued using market valuations. A market valuation
generally means a valuation (i) obtained from an exchange, a pricing
service, or a major market maker (or dealer), (ii) based on a price
quotation or other equivalent indication of value supplied by an
exchange, a pricing service, or a major market maker or dealer, or
(iii) based on amortized cost, for securities with remaining maturities
of 60 days or less. The Adviser may use various Pricing Services or
discontinue the use of any Pricing Service, as approved by the Fund's
board of trustees (``Board'') from time to time. A price obtained from
a Pricing Service based on such Pricing Service's valuation matrix may
be considered a market valuation. Any assets or liabilities denominated
in currencies other than the U.S. dollar will be converted into U.S.
dollars at the current market rates on the date of valuation as quoted
by one or more Pricing Service. 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 (including Money Market
Securities), including without limitation, 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. In determining the
value of a fixed-income investment, Pricing Services determine
valuations for normal institutional-size trading units of such
securities using valuation models or matrix pricing, which incorporates
yield and/or price with respect to bonds that are considered comparable
in characteristics such as rating, interest rate and maturity date and
quotations from securities dealers to determine current value.
    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 (including Money Market
Securities that are 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. Prices from
independent Pricing Services will also include prices based on
valuation models or matrix pricing to determine current value. Prices
obtained from independent Pricing Services typically use information
provided by market makers or bond dealers or estimates of market values
obtained by reference to yield data relating to investments or
securities with similar characteristics, including rating, interest
rate, maturity date, option adjusted spread models, prepayment
projections, interest rate spreads and yield surveys. Matrix pricing is
an estimated price or value for a fixed income security. Matrix pricing
is considered a form of fair value pricing, discussed below. 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.\60\ In determining such value, the Trust's Pricing Committee may
consider, among other things, (i) price comparisons among multiple
sources, (ii) a review of corporate actions and news events, and (iii)
a review of relevant financial indicators (e.g., movement in interest
rates and market indices). In these cases a Fund's NAV may reflect
certain portfolio assets' fair values rather than their market prices.
Fair value pricing involves subjective judgments and it is possible
that the fair value determination for a security is materially
different than the value that could be realized upon the sale of the
security.
---------------------------------------------------------------------------

    \60\ The Trust's Board has established a Pricing Committee that
is composed of officers of the Trust and investment management
personnel of the Adviser. The Pricing Committee is responsible for
the valuation and revaluation of any portfolio investments for which
market quotations are not readily available. The Pricing Committee
has implemented procedures designed to prevent the use and
dissemination of material, non-public information regarding
valuation and revaluation of any portfolio investment.
---------------------------------------------------------------------------

    Because foreign securities exchanges may be open on different days
than the days during which an investor may purchase or sell Shares, the
value of the

Fund's securities may change on days when investors are not able to
purchase or sell Shares. Assets denominated in foreign currencies will
be converted into U.S. dollars at the exchange rate of such currencies
against the U.S. dollar as provided by a Pricing Service. The value of
assets denominated in foreign currencies will be converted into U.S.
dollars at the exchange rates at the time of valuation.
    The pre-established pricing methods and valuation policies and
procedures outlined above may change, subject to review and approval of
the Pricing Committee and the Board, as necessary.
Availability of Information
    The Fund's Web site (www.wisdomtree.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for the Fund that may be downloaded. The Web site
will include additional quantitative information updated on a daily
basis, including, for the Fund: (1) the prior business day's reported
NAV, mid-point of the bid/ask spread at the time of calculation of such
NAV (the ``Bid/Ask Price''),\61\ and a calculation of the premium and
discount of the Bid/Ask Price against the NAV; and (2) data in chart
format displaying the frequency distribution of discounts and premiums
of the daily Bid/Ask Price against the NAV, within appropriate ranges,
for each of the four previous calendar quarters. On each business day,
before commencement of trading in Shares in the Regular Market Session
\62\ 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 (the ``Disclosed Portfolio'' as defined in
Nasdaq Rule 5732(c)(2)) held by the Fund that will form the basis for
the Fund's calculation of NAV at the end of the business day.\63\ The
Disclosed Portfolio will include, as applicable, the names, quantity,
ticker symbol (if applicable), percentage weighting and market value of
Debt Instruments, and other assets held by the Fund and the
characteristics of such assets, as discussed below. The Fund's
disclosure of forward positions will include information regarding the
underlying instruments for such positions that market participants can
use to value these positions intraday, and this information may include
ticker symbols or other identifiers, or the underlying index. The Web
site and information will be publicly available at no charge.
---------------------------------------------------------------------------

    \61\ The Bid/Ask Price of the Fund will be determined using the
midpoint of the highest bid and the lowest offer on the Exchange as
of the time of calculation of such Fund's NAV. The records relating
to Bid/Ask Prices will be retained by the Fund and its service
providers.
    \62\ See NASDAQ Rule 4120(b)(4) (describing the three trading
sessions on the Exchange: (1) Pre-Market Session from 4 a.m. to 9:30
a.m. Eastern time; (2) Regular Market Session from 9:30 a.m. to 4
p.m. or 4:15 p.m. Eastern time; and (3) Post-Market Session from 4
p.m. or 4:15 p.m. to 8 p.m. Eastern time).
    \63\ Under accounting procedures to be followed by the Fund,
trades made on the prior business day (``T'') will be booked and
reflected in NAV on the current business day (``T+1'').
Notwithstanding the foregoing, portfolio trades that are executed
prior to the opening of the Exchange on any business day may be
booked and reflected in NAV on such business day. Accordingly, the
Fund will be able to disclose at the beginning of the business day
the portfolio that will form the basis for the NAV calculation at
the end of the business day.
---------------------------------------------------------------------------

    A basket composition file, which will include the security names
and quantities of securities and other assets required to be delivered
in exchange for Fund Shares, together with estimates and actual cash
components, will be publicly disseminated prior to the opening of the
Exchange via the NSCC. The basket will represent one Creation Unit of
the Fund. 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. Authorized Participants may refer to the
basket composition file for information regarding Debt Instruments and
any other instrument that may comprise the Fund's basket on a given
day.
    In addition, an estimated value, defined in Rule 5735 as the
``Intraday Indicative Value'' (as defined in Nasdaq Rule 5753(c)(3)),
that reflects an estimated intraday value of the Fund's portfolio, will
be disseminated. Moreover, the Intraday Indicative Value, available on
the NASDAQ OMX Information LLC proprietary index data service,\64\ will
be based upon the current value for the components of the Disclosed
Portfolio and will be updated and widely disseminated by one or more
major market data vendors at least every 15 seconds during the Regular
Market Session. In addition, 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.
---------------------------------------------------------------------------

    \64\ Currently, the NASDAQ OMX Global Index Data Service
(``GIDS'') is the NASDAQ OMX global index data feed service,
offering real-time updates, daily summary messages, and access to
widely followed indexes and ETFs. GIDS provides investment
professionals with the daily and historical information needed to
track or trade NASDAQ OMX indexes, listed ETFs or third-party
partner indexes and ETFs.
---------------------------------------------------------------------------

    The dissemination of the Intraday Indicative Value, together with
the Disclosed Portfolio, will allow investors to determine the value of
the underlying portfolio of the Fund on a daily basis and to provide a
close estimate of that value throughout the trading day.
    Investors can also obtain Trust's Statement of Additional
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder
Reports will be available free upon request from the Trust, and those
documents and the Form N-CSR may be viewed on screen or downloaded from
the Commission's Web site at www.sec.gov.
    Information regarding market price and volume of the Shares will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services. The previous
day's closing price and trading volume information for the Shares will
be published daily in the financial section of newspapers. 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 (``CTA'')
plans for the Shares and any underlying ETPs.
    Intra-day, executable price quotations on Debt Instruments,
including fixed rate, variable rate and zero coupon securities, Money
Market Securities that are Debt Instruments (i.e., other than money
market mutual funds), LPNs, senior loans, ABSs, mortgage backed
securities (including CMBSs, ARMBSs, CMOs and interest only
securities), putable bonds, busted convertible bonds, credit-linked
notes, inflation-linked securities, Government Securities, foreign
sovereign debt securities, supranational debt securities, corporate
debt securities, and municipal securities, as well as on other debt
securities, and non-exchange traded derivative instruments, such as
non-deliverable forward currency contracts, currency swaps, total
return swaps, and credit default swaps, are available from major
broker-dealer firms. 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. Intra-day
and closing price information regarding equity securities, ETPs and
listed currency options traded on a national securities exchange, and
regarding non-securities derivative instruments traded on an exchange,
including futures contracts and listed options on futures contracts
will be

available from the exchange on which such securities or other
instruments are traded. Price information regarding non-exchange listed
derivative instruments, including swap agreements, credit-linked notes,
and forward currency contracts and regarding spot currencies is
available from major market vendors. Money market funds are typically
priced once each business day and their prices are available through
the applicable fund's Web site or from major market vendors. Intra-day
and closing price information is available for bank deposits held in
foreign currencies (i.e., non-U.S. dollar accounts).
    Additional information regarding the Fund and the Shares, including
investment strategies, risks, creation and redemption procedures, fees,
Fund holdings disclosure policies, distribution and taxes will be
included in the Registration Statement.
Disclosed Portfolio
    The Fund's disclosure of derivative positions in the Disclosed
Portfolio will include information that market participants can use to
value these positions intraday. 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.
Initial and Continued Listing
    The Shares will be subject to Rule 5735, which sets forth the
initial and continued listing criteria applicable to Managed Fund
Shares. The Exchange represents that, for initial and/or continued
listing, the Fund must be in compliance with Rule 10A-3 \65\ under the
Act. A minimum of 100,000 Shares for the Fund will be outstanding at
the commencement of trading on the Exchange. The Exchange will obtain a
representation from the issuer of the Shares that the NAV per Share
will be calculated daily and that the NAV and the Disclosed Portfolio
will be made available to all market participants at the same time.
---------------------------------------------------------------------------

    \65\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Fund. NASDAQ will halt 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 may be halted because of market conditions or for reasons that,
in the view of the Exchange, make trading in the Shares inadvisable.
These may include: (1) The extent to which trading is not occurring in
the securities and/or the financial instruments comprising the
Disclosed Portfolio of the Fund; or (2) whether other unusual
conditions or circumstances detrimental to the maintenance of a fair
and orderly market are present. Trading in the Shares also will be
subject to Rule 5735(d)(2)(D), which sets forth circumstances under
which Shares of the Fund may be halted.
Trading Rules
    NASDAQ deems the Shares to be equity securities, thus rendering
trading in the Shares subject to NASDAQ's existing rules governing the
trading of equity securities. NASDAQ will allow trading in the Shares
from 4:00 a.m. until 8:00 p.m. Eastern time. The Exchange has
appropriate rules to facilitate transactions in the Shares during all
trading sessions. As provided in NASDAQ Rule 5735(b)(3), the minimum
price variation for quoting and entry of orders in Managed Fund Shares
traded on the Exchange is $0.01.
Surveillance
    The Exchange represents that 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.\66\ The Exchange represents that these procedures are adequate to
properly monitor Exchange trading of the Shares in all trading sessions
and to deter and detect violations of Exchange rules and applicable
federal securities laws.
---------------------------------------------------------------------------

    \66\ FINRA surveils trading on the Exchange pursuant to a
regulatory services agreement. The Exchange is responsible for
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting
securities trading outside their normal patterns, which could be
indicative of manipulative or other violative activity. When such
situations are detected, surveillance analysis follows and
investigations are opened, where appropriate, to review the behavior of
all relevant parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, will communicate as needed
regarding trading in the Shares 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.\67\ FINRA 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. The Exchange also 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. 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. Moreover, FINRA,
on behalf of the Exchange, is able to obtain trading information
regarding certain Debt Instruments held by the Fund reported to FINRA's
Trade Reporting and Compliance Engine (``TRACE''). At least 90% of the
Fund's assets that are invested in exchange-traded derivative
instruments will be invested in instruments that trade in markets that
are members of ISG or are parties to a comprehensive surveillance
sharing agreement with the Exchange. The ETPs and other equity
securities in which the Fund will invest will be traded solely on ISG
member exchanges.\68\
---------------------------------------------------------------------------

    \67\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of the
Disclosed Portfolio may trade on markets that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
    \68\ See notes 26, 46, and 48, supra.
---------------------------------------------------------------------------

    The Exchange also has a general policy prohibiting the distribution
of material, non-public information by its employees.

Information Circular
    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: (1)
The procedures for purchases and redemptions of Shares in Creation
Units (and that Shares are not individually redeemable); (2) NASDAQ
Rule 2310, which imposes suitability obligations on NASDAQ members with
respect to recommending transactions in the Shares to customers; (3)
how and by whom information regarding the Intraday Indicative Value and
Disclosed Portfolio are disseminated; (4) 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; (5) the requirement that members deliver a prospectus to
investors purchasing newly issued Shares prior to or concurrently with
the confirmation of a transaction; and (6) trading information.
    In addition, the Information Circular will advise members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the Fund. Members purchasing Shares from the Fund for
resale to investors will deliver a prospectus to such investors. The
Information Circular will also discuss any exemptive, no-action and
interpretive relief granted by the Commission from any rules under the
Act.
    Additionally, the Information Circular will reference that the Fund
is subject to various fees and expenses described in the Registration
Statement. The Information Circular will also disclose the trading
hours of the Shares of the Fund and the NAV Calculation Time for the
Shares. The Information Circular will disclose that information about
the Shares of the Fund will be publicly available on the Fund's Web
site.
2. Statutory Basis
    NASDAQ believes that the proposal is consistent with Section 6(b)
of the Act \69\ in general and Section 6(b)(5) of the Act \70\ in
particular in that it is 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, and to
remove impediments to and perfect the mechanism of a free and open
market and in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \69\ 15 U.S.C. 78f.
    \70\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NASDAQ Rule 5735. The
Exchange represents that trading in the Shares will be subject to the
existing trading surveillances administered by both NASDAQ and FINRA on
behalf of the Exchange, which are designed to detect violations of the
Exchange rules and applicable federal securities laws. Neither the
Adviser nor the Sub-Adviser is a broker-dealer or is affiliated with
any broker-dealer. In the event (a) the Adviser or the Sub-Adviser
becomes newly registered as a broker-dealer or affiliated with a
broker-dealer, or (b) any new adviser or sub-adviser is a broker-dealer
or becomes newly affiliated with a broker-dealer, as applicable, they
will implement a fire wall with respect to its relevant personnel or
such broker-dealer regarding access to information concerning the
composition and/or changes to a portfolio, and will be subject to
procedures designed to prevent the use and dissemination of material
non-public information regarding such portfolio as required by
paragraph (g) of NASDAQ Rule 5735. The Exchange may obtain information
regarding trading in the Shares and the other exchange traded
securities and other instruments held by the Fund via ISG from other
exchanges that are members of ISG or with which the Exchange has
entered into a comprehensive surveillance sharing agreement. FINRA, on
behalf of the Exchange, will communicate as needed regarding trading in
the Shares and the exchange-traded securities and other instruments
held by the Fund with other markets and other entities that are members
of the ISG.\71\ FINRA may obtain trading information regarding trading
in the Shares and the exchange-traded securities and other instruments
held by the Fund from markets and other entities that are members of
ISG, which includes securities and futures exchanges, or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
In addition, FINRA, on behalf of the Exchange, is able to obtain
trading information regarding certain Debt Instruments through its
TRACE serve [sic]. At least 90% of the Fund's net assets that are
invested in exchange-traded derivative instruments will be invested in
instruments that trade in markets that are members of ISG or are
parties to a comprehensive surveillance sharing agreement with the
Exchange. The Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
---------------------------------------------------------------------------

    \71\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of the
Disclosed Portfolio may trade on markets that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
---------------------------------------------------------------------------

    The Fund's investments will be consistent with the Fund's
investment objectives and will not be used to enhance leverage.\72\
Under normal circumstances, the Fund will invest at least 80% of its
assets in Debt Instruments. The Fund's exposure to any single corporate
issuer generally will be limited to 10% of the Fund's assets. The
Fund's exposure to any single sovereign issuer (other than the United
States government) will typically be limited to 25% of the Fund's
assets. The Fund's exposure to any single country (other than the
United States) generally will be limited to 30% of the Fund's assets.
There is no limit on the amount of the Fund's assets that may be
invested in non-investment grade and unrated securities. The Fund will
invest only in corporate bonds that the Adviser or Sub-Adviser deems to
be sufficiently liquid and, 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. The Fund intends to invest in Debt Instruments of at least
13 non-affiliated issuers. The Fund's investments in derivative
instruments will be made in accordance with the 1940 Act and the Fund's
investment objectives and policies. Under normal market conditions, no
more than 35% of the value of the Fund's net assets will be invested in
derivative instruments (and no more than 20% of the Fund's net assets
will be invested in derivative instruments that are not Debt
Instruments). Such investments will be consistent with the Fund's
investment objective. The Fund will comply with the regulatory
requirements of the Commission to maintain assets as ``cover,''
maintain segregated accounts, and/or make margin payments when it takes
positions in derivative instruments involving obligations to third
parties (i.e., instruments other than purchase options). The Fund's
investments in derivative instruments will not be used to seek to
achieve a multiple or inverse multiple of an index or other benchmark.
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 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.
---------------------------------------------------------------------------

    \72\ See note 53, supra.
---------------------------------------------------------------------------

    The Fund may invest up to 20% of its net assets, in the aggregate,
in privately issued ABSs and privately issued mortgage-backed
securities. The Fund may invest up to 25% of its net assets in credit-
linked notes. The Fund may invest up to 20% of its net assets in both
U.S. and non-U.S. equity securities, including ETPs. The Fund may also
invest up to 20% of its net assets in debt instruments that do not fall
within the meaning of ``Debt Instrument.''
    The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid securities (calculated at the time of investment),
including Rule 144A securities deemed illiquid by the Adviser or the
Sub-Adviser. Prior to the commencement of trading in the Shares of the
Fund, the Exchange will inform its members in an Information Circular
of the special characteristics and risks associated with trading the
Shares.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the issuer of the
Shares that the NAV per Share will be calculated daily and that the NAV
and the Disclosed Portfolio will be made available to all market
participants at the same time. In addition, a large amount of
information is publicly available regarding the Fund and the Shares,
thereby promoting market transparency. Moreover, the Intraday
Indicative Value, available on the NASDAQ OMX Information LLC
proprietary index data service will be widely disseminated by one or
more major market data vendors at least every 15 seconds during the
Regular Market Session. On each business day, before commencement of
trading in Shares in the Regular Market Session on the Exchange, the
Fund will disclose on its Web site the Disclosed Portfolio that will
form the basis for the Fund's calculation of NAV at the end of the
business day. Information regarding market price and trading volume of
the Shares will be continually available on a real-time basis
throughout the day on brokers' computer screens and other electronic
services, and quotation and last sale information will be available via
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 exchange-traded
products. Intra-day, executable price quotations on Debt Instruments as
well as derivative instruments are available from major broker-dealer
firms. 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.
    Quotation and last sale information for ETFs will be available via
the CTA high-speed line, and will be available from the national
securities exchange on which they are listed. 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,'' in which the Fund may
invest that are described under ``Other Investments'' 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 major market vendors.
    The Fund's Web site will include a form of prospectus for the fund
and additional data relating to NAV and other applicable quantitative
information. Trading in Shares of the Fund will be halted under the
condition specified in Nasdaq Rules 4120 and 4121 or because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the Shares inadvisable, and trading in the Shares will be
subject to Nasdaq Rule 5735(d)(2)(D), which sets forth circumstances
under which Shares of the Fund may be halted. In addition, as noted
above, investors will have ready access to information regarding the
Fund's holdings, the Intraday Indicative Value, the Disclosed
Portfolio, and quotation and last sale information for the Shares.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of actively-managed exchange-traded product that
will enhance competition among market participants, to the benefit of
investors and the marketplace. The Exchange may obtain information
regarding trading in the Shares and the other exchange traded
securities and other instruments held by the Fund via ISG from other
exchanges that are members of ISG or with which the Exchange has
entered into a comprehensive surveillance sharing agreement. FINRA, on
behalf of the Exchange, will communicate as needed regarding trading in
the Shares and the exchange-traded securities and other instruments
held by the Fund with other markets and other entities that are members
of the ISG.\73\ FINRA may obtain trading information regarding trading
in the Shares and the exchange-traded securities and other instruments
held by the Fund from markets and other entities that are members of
ISG, which includes securities and futures exchanges, or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
In addition, FINRA, on behalf of the Exchange, is able to obtain
trading information regarding certain Debt Instruments through its
TRACE serve [sic]. In addition, as noted above, investors will have
ready access to information regarding the Fund's holdings, the Intraday
Indicative Value, the Disclosed Portfolio, and quotation and last sale
information for the Shares.
---------------------------------------------------------------------------

    \73\ See note 71, supra.
---------------------------------------------------------------------------

    For the above reasons, NASDAQ believes the proposed rule change is
consistent with the requirements of Section 6(b)(5) of the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The Exchange
notes that the proposed rule change will facilitate the listing and
trading of an additional actively-managed exchange-traded product that
will enhance competition among market participants, to the benefit of
investors and the marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period

up to 90 days (i) as the Commission may designate if it finds such
longer period to be appropriate and publishes its reasons for so
finding or (ii) as to which the self-regulatory organization consents,
the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NASDAQ-2015-012 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2015-012. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NASDAQ-2015-012 and should
be submitted on or before April 1, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\74\
---------------------------------------------------------------------------

    \74\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-05514 Filed 3-10-15; 8:45 am]
 BILLING CODE 8011-01-P