[Federal Register Volume 87, Number 49 (Monday, March 14, 2022)]
[Notices]
[Pages 14312-14315]
[FR Doc No: 2022-05248]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94378; File No. SR-NYSE-2022-12]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Sections 902.03 and 902.11 of the NYSE Listed Company Manual To
Establish Fees for the Listing of Rights

March 8, 2022.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on February 25, 2022, New York Stock Exchange LLC (``NYSE''
or the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend Sections 902.03 and 902.11 of the
NYSE Listed Company Manual (the ``Manual'') to establish fees for the
listing of rights and to remove rule text that is no longer applicable.
The proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange recently adopted a new listing standard to provide for
the listing of rights (See Section 703.12(II) of the Manual).\4\ The
Exchange now proposes to adopt fees for listed rights.
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    \4\ See Securities Exchange Act Release No. 94075 (January 27,
2022); 87 FR 5915 (February 2, 2022) (SR-NYSE-2022-03).
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    The Exchange proposes to adopt a fee schedule for listed rights
equivalent to that currently applicable to listed warrants. Both types
of securities represent the right to acquire shares of a listed equity
security at a future time. The distinction is that, unlike warrants,
rights are generally distributed without charge to all of the holders
of a class of existing listed securities. Given the similarities, the
Exchange anticipates that the resources devoted to the listing and
regulation of rights will be substantially the same as is already the
case for listed warrants. As such, the Exchange proposes to apply the
same fee schedule to listed rights as it currently applies to warrants
under Section 902.03 of the Manual. In connection with the listing of a
class of warrants, Section 902.03 provides for a fee of $0.004 per
warrant. Section 902.03 provides that listed warrants are subject to
annual fees at a rate of $0.0017 per warrant, subject to a minimum
annual fee of $5,000 per series of warrants. While the aforementioned
fees currently apply to listed warrants, there are specific provisions
for warrants of two types of issuers--foreign issuers and Acquisition
Companies. As described below, the Exchange proposes to apply the same
fees for rights associated with those types of companies.
    Section 902.03 includes text that describes fees for warrants
issued by foreign companies, where the common equity securities into
which the warrants are exercisable trade in the form of American
Depositary Receipts on the Exchange. Specifically, Section 902.03
provides that, where a listed company's primary listed security is an
ADR and it lists warrants that are exercisable into the equity
securities underlying such ADRs, it will be charged: (i) Initial
listing fees for the warrants adjusted to reflect the maximum number of
ADRs that could be created upon exercise of such warrants; and (ii)
annual fees for the outstanding warrants adjusted to reflect the
maximum number of ADRs that could be created upon exercise of such
warrants. The Exchange proposes to apply these same provisions to
rights issued by a foreign company where the company's primary listed
security is an ADR and it lists rights that are exercisable into the
equity securities underlying such ADRs.
    Section 902.11 sets forth the fees applicable to Acquisition
Companies (i.e., Special Purpose Acquisition Companies or ``SPACs'')
listed under Section 102.06 of the Manual. SPACs typically sell units
in their initial public offering consisting of a common share and one
or more warrants (or a fraction of a warrant). Under Section 902.11, a
listed Acquisition Company is subject to a flat annual fee of $85,000,
covering both its common shares and its warrants. The Exchange proposes
to amend this provision to specify that the flat annual fee also covers
any rights issued by the Acquisition Company.
    The Exchange also proposes to delete rule text from both Section
902.03 and Section 902.11 regarding fees that were in effect for
calendar years prior to 2022 but are no longer in effect, as this rule
text is now irrelevant.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\5\ in general, and furthers the
objectives of Section 6(b)(4) \6\ of the Act, in particular, in that it
is designed to provide for the equitable allocation of reasonable dues,
fees, and other charges. The Exchange also believes that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\7\ in that
it is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4).
    \7\ 15 U.S.C. 78f(b)(5).
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    The Exchange operates in a highly competitive marketplace for the
listing of the various categories of securities, including the rights
affected by the proposed fees. The Commission has repeatedly expressed
its preference for competition over regulatory intervention in
determining prices, products, and services in the securities markets.
Specifically, in Regulation NMS,\8\ the Commission highlighted the
importance of market forces in determining prices and SRO revenues and,
also, recognized that current regulation of the market system ``has
been remarkably successful in promoting market competition in its
broader forms that are most important to investors and listed
companies.'' \9\
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    \8\ Release No. 34-51808 (June 9, 2005); 70 FR 37496 (June 29,
2005).
    \9\ See Regulation NMS, 70 FR at 37499.
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    The Exchange believes that the ever-shifting market share among the
exchanges with respect to new listings and the transfer of existing
listings between competitor exchanges demonstrates that issuers can
choose different listing markets in response to fee changes.
Accordingly, competitive forces constrain exchange listing fees. Stated
otherwise, changes to exchange listing fees can have a direct effect on
the ability of an exchange to compete for new listings and retain
existing listings.
    As discussed above, rights are very similar in their structure to
warrants. And the Exchange anticipates devoting substantially the same
resources to the listing of a series of rights as it does to the
listing of a series of warrants. Therefore, the Exchange believes that
it is reasonable and represents an equitable allocation of its fees
among market participants to apply to listed rights the existing fees
currently charged to issuers of listed warrants.
    The Exchange believes that the proposal is not unfairly
discriminatory because the same fee schedule will apply to all issuers
of listed rights. In addition, rights have substantial structural
similarities to warrants and the Exchange believes it is therefore
appropriate to apply the same fee schedule to the two classes of
securities. Conversely, rights are not similar in nature to any other
class of securities listed on the Exchange, so the Exchange does not
believe it is unfairly discriminatory to charge different fees for the
listed rights than for any other class of listed securities other than
warrants. Further, the Exchange operates in a competitive environment
and its fees are constrained by competition in the marketplace. Other
national securities exchanges currently list rights, and if a company
believes that the Exchange's fees are unreasonable it can decide either
not to list its rights or to list them on an alternative venue.
    The Exchange believes that the proposal to charge listing fees for
rights on an ADR-equivalent basis is equitable and not unfairly
discriminatory because

it would remove the anomalous outcome that a company whose listed ADRs
represent multiple underlying common shares would otherwise be required
to pay higher fees for the listing of rights exercisable into its
listed equity securities than are paid by a company whose common stock
is listed directly or whose listed ADRs represent a single common
share.
    The Exchange recognizes that the proposal would result in a
differential treatment of rights issued by companies with ADRs listed
on the Exchange from that of other issuers of rights, leading to lower
bills in many cases for the companies with listed ADRs. However, the
Exchange notes that companies with listed ADRs that represent multiple
underlying shares (or fractional shares) face unique circumstances when
deciding how to structure their rights. If those companies want to
market their rights in both their home market and the United States,
there are clear advantages to the company and its investors if the same
security is issued in both markets. In particular, issuing the same
security avoids pricing confusion and, by ensuring complete
fungibility, facilitates the movement of rights between the two markets
in aftermarket trading. As the ADRs would not be traded in the home
market and might not be properly understood by investors there, it is
clear why a company would make the decision to issue rights to purchase
a single common share in both markets rather than issuing rights to
purchase ADRs in the US market and rights to purchase a single share in
the home market. While other categories of listed companies may also
sometimes choose to issue rights that are exercisable for multiple
listed common shares or a fraction of a common share, their reasons for
doing so are not the same unique market structural reasons that cause
foreign companies to do so when their listed equity security is an ADR.
Consequently, while the proposal does result in a different treatment
of foreign companies with listed ADRs in a very limited circumstance,
the Exchange believes that this proposed difference in treatment is not
unfairly discriminatory. The Exchange also notes that foreign companies
with listed ADRs would not always pay lower fees on rights if this
proposal was adopted. Rather, the issuer would always pay fees on an
ADR-equivalent basis, which would result in lower fees if the listed
ADR represents multiple common shares and higher fees if it represents
a fractional common share.
    The changes the Exchange proposes to make to Sections 902.02 and
902.11 to remove provisions that are no longer needed, as they do not
apply by their terms to any calendar year starting after January 1,
2022, are non-substantive in nature.
    For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
designed to ensure that the fees charged by the Exchange accurately
reflect the services provided and benefits realized by listed
companies. The market for listing services is extremely competitive.
Each listing exchange has a different fee schedule that applies to
issuers seeking to list securities on its exchange. Issuers have the
option to list their securities on these alternative venues based on
the fees charged and the value provided by each listing. Because
issuers have a choice to list their securities on a different national
securities exchange, the Exchange does not believe that the proposed
fee changes impose a burden on competition.
Intramarket Competition
    The proposed amended fees will be charged to all listed issuers on
the same basis. The Exchange does not believe that the proposed fees
will have any meaningful effect on the competition among issuers listed
on the Exchange.
Intermarket Competition
    The Exchange operates in a highly competitive market in which
issuers can readily choose to list new securities on other exchanges
and transfer listings to other exchanges if they deem fee levels at
those other venues to be more favorable. Because competitors are free
to modify their own fees in response, and because issuers may change
their chosen listing venue, the Exchange does not believe its proposed
fee change can impose any burden on intermarket competition.

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

    No written comments were solicited or received with respect to the
proposed rule change.

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

    The foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \10\ of the Act and subparagraph (f)(2) of Rule
19b-4 \11\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \12\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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    \12\ 15 U.S.C. 78s(b)(2)(B).
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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 protected]. Please include
File Number SR-NYSE-2022-12 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-NYSE-2022-12. 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 website (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 website 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. Persons submitting comments are cautioned that we do
not redact or edit personal identifying information from comment
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
NYSE-2022-12 and should be submitted on or before April 4, 2022.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-05248 Filed 3-11-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 164 (Wednesday, August 24, 2011)]
[Notices]
[Pages 52998-53004]
[FR Doc No: 2011-21591]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65160; File No. SR-NYSEArca-2011-54]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change by NYSE Arca, Inc. Relating to Listing and
Trading of the WisdomTree Dreyfus Australia & New Zealand Debt Fund
Under NYSE Arca Equities Rule 8.600

August 18, 2011.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on August 3, 2011, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares of the following
fund of the WisdomTree Trust (the ``Trust'') under NYSE Arca Equities
Rule 8.600 (``Managed Fund Shares''): WisdomTree Dreyfus Australia &
New Zealand Debt Fund. The shares of the Fund are collectively referred
to herein as the ``Shares.'' The text of the proposed rule change is
available at the Exchange, the Commission's Public Reference Room, and
http://www.nyse.com.

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

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

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

1. Purpose
    The Exchange proposes to list and trade the Shares of the
WisdomTree Dreyfus Australia & New Zealand Debt Fund (``Fund'') under
NYSE Arca Equities Rule 8.600, which governs the listing and trading of
Managed Fund Shares on the Exchange.\3\ 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 the Fund has filed a
registration statement on Form N-1A (``Registration Statement'') with
the Commission. The Fund is currently known as the ``WisdomTree Dreyfus
New Zealand Dollar Fund'' and is an actively managed exchange-traded
fund. The Commission approved listing and trading on the Exchange of
the WisdomTree Dreyfus New Zealand Dollar Fund pursuant to Section
19(b)(2) of the Exchange Act on May 8, 2008 (the ``May 2008
Order'').\4\ On April 14, 2011, the WisdomTree Dreyfus New Zealand
Dollar Fund filed a supplement to its Registration Statement (the
``Supplement'') pursuant to Rule 497 under the Securities Act of 1933.
As stated in the Supplement, the WisdomTree Dreyfus New Zealand Dollar
Fund, effective on or after August 26, 2011, will change its investment
objective and strategy and will be renamed the ``WisdomTree Dreyfus
Australia & New Zealand Debt Fund.'' The Fund's new name, investment
objective, and investment strategies are not reflected in the May 2008
Order and are described in more detail herein.\5\
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    \3\ The Commission approved NYSE Arca Equities Rule 8.600 and
the listing and trading of certain funds of the PowerShares Actively
Managed Funds Trust on the Exchange pursuant to Rule 8.600 in
Securities Exchange Act Release No. 57619 (April 4, 2008) 73 FR
19544 (April 10, 2008) (SR-NYSEArca-2008-25). The Commission also
has approved listing and trading on the Exchange of a number of
actively managed funds under Rule 8.600. See, e.g., Securities
Exchange Act Release Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14,
2008) (SR-NYSEArca-2008-31) (order approving Exchange listing and
trading of twelve actively-managed funds of the WisdomTree Trust);
58564 (September 17, 2008), 73 FR 55194 (September 24, 2008) (SR-
NYSEArca-2008-86) (order approving Exchange listing and trading of
WisdomTree Dreyfus Emerging Currency Fund); 62604 (July 30, 2010),
75 FR 47323 (August 5, 2010) (SR-NYSEArca-2010-49) (order approving
listing and trading of WisdomTree Emerging Markets Local Debt Fund);
62623 (August 2, 2010), 75 FR 47652 (August 6, 2010) (SR-NYSEArca-
2010-51) (order approving listing and trading of WisdomTree Dreyfus
Commodity Currency Fund); 63598 (December 22, 2010), 75 FR 82106
(December 29, 2010) (SR-NYSEArca-2010-98) (order approving listing
and trading of WisdomTree Managed Futures Strategy Fund); and 63919
(February 16, 2011), 76 FR 10073 (February 23, 2011) (SR-NYSEArca-
2010-116) (order approving listing and trading of WisdomTree Asia
Local Debt Fund).
    \4\ See Securities Exchange Act Release No. 57801 (May 8, 2008),
73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order approving
Exchange listing and trading of twelve actively-managed funds of the
WisdomTree Trust). In the May 2008 Order, the Commission also
approved the WisdomTree Australian Dollar Fund for Exchange listing
and trading; however, such fund has not commenced trading.
    \5\ See Form 497, Supplement to Registration Statement on Form
N-1A for the Trust, dated April 14, 2011 (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 Supplement and the
Registration Statement.
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Description of the Shares and the Fund
    WisdomTree Asset Management, Inc. (``WisdomTree Asset Management'')
is the investment adviser (``Adviser'') to the Fund.\6\ The Dreyfus
Corporation serves as sub-adviser for the Fund (``Sub-Adviser'').\7\
The Bank of New York Mellon is the administrator, custodian and
transfer agent for the Trust. ALPS Distributors, Inc. serves as the
distributor for the Trust.\8\
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    \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.
    \8\ The Commission has issued an order granting certain
exemptive relief to the Trust under the Investment Company Act of
1940 (15 U.S.C. 80a-1) (``1940 Act''). See Investment Company Act
Release No. 28171 (October 27, 2008) (File No. 812-13458). In
compliance with Commentary .05 to NYSE Arca Equities Rule 8.600,
which applies to Managed Fund Shares based on an international or
global portfolio, the Trust's application for exemptive relief under
the 1940 Act states that the 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 of 1933 (15 U.S.C. 77a).
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    Commentary .06 to Rule 8.600 provides that, if the investment
adviser to the Investment Company issuing Managed Fund Shares is
affiliated with a broker-dealer, such investment adviser shall erect a
``fire wall'' between the investment adviser and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such Investment Company portfolio.\9\ In addition,
Commentary .06 further requires that personnel who make decisions on
the open-end fund's portfolio composition must be subject to procedures
designed to prevent the use and dissemination of material nonpublic
information regarding the open-end fund's portfolio. Commentary .06 to
Rule 8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE Arca
Equities Rule 5.2(j)(3); however, Commentary .06 in connection with the
establishment of a ``fire wall'' between the investment adviser and the
broker-dealer reflects the applicable open-end fund's portfolio, not an
underlying benchmark index, as is the case with index-based funds.
WisdomTree Asset Management is not affiliated with any broker-dealer.
The Sub-Adviser is affiliated with multiple broker-dealers and has
implemented a ``fire wall'' with respect to such broker-dealers
regarding access to information concerning the composition and/or
changes to the Fund's portfolio. In addition, the Sub-Adviser personnel
who make decisions regarding the Fund's portfolio are subject to
procedures designed to prevent the use and dissemination of material
nonpublic information regarding the Fund's portfolio. In the event (a)
The Adviser or the Sub-Adviser becomes newly affiliated with a broker-
dealer, or (b) any new adviser or sub-adviser becomes affiliated with a
broker-dealer, it will implement a fire wall with respect to such
broker-dealer regarding access to information concerning the
composition and/or changes to the portfolio, and will be subject to
procedures designed to prevent the use and dissemination of material
non-public information regarding such portfolio.
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    \9\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (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. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) Adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
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WisdomTree Dreyfus Australia & New Zealand Debt Fund
    As noted above, effective on or after August 26, 2011, the
WisdomTree Dreyfus New Zealand Dollar Fund will change its investment
objective and investment strategies and be renamed the ``WisdomTree
Dreyfus Australia & New Zealand Debt Fund.'' Upon implementation of the
change, the Fund's new investment objective will be to seek a high
level of total returns consisting of both income and capital
appreciation and its investment strategies will be changed as described
herein. Shareholders who wish to remain in the Fund do not need to take
any action. Shareholders who, for whatever reason, do not wish to
remain invested in the Fund may sell their Shares at any time prior to
or after implementation of the planned change.\10\
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    \10\ The Adviser represents that the Supplement has been sent to
existing Shareholders of the Fund to notify them of the planned
change. The Supplement and additional information have been posted
on the Fund's Web site at http://www.wisdomtree.com.

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    Under normal circumstances, the Fund will invest at least 80% of
its net assets in Fixed Income Securities denominated in Australian or
New Zealand dollars.\11\ For purposes of this proposed rule change,
Fixed Income Securities include bonds, notes or other debt obligations,
such as government or corporate bonds, denominated in Australian or New
Zealand dollars, including issues denominated in Australian or New
Zealand dollars that are issued by ``supranational issuers'', such as
the International Bank for Reconstruction and Development, and the
International Finance Corporation, as well as development agencies
supported by other national governments, or other regional development
banks. Under normal circumstances, the Fund may invest up to 20% of its
assets in Fixed Income Securities denominated in U.S. dollars. The Fund
may invest in Money Market Securities and derivative instruments and
other investments, as described below.
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    \11\ The term ``under normal market circumstances'' includes,
but is not limited to, the absence of extreme volatility or trading
halts in the fixed income markets or the financial markets
generally; operational issues causing dissemination of inaccurate
market information; or force majeure type events such as systems
failure, natural or man-made disaster, act of God, armed conflict,
act of terrorism, riot or labor disruption or any similar
intervening circumstance.
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    The Fund intends to focus its investments on ``Sovereign Debt.''
For these purposes, Sovereign Debt means Fixed Income Securities issued
by governments, government agencies and government-sponsored
enterprises in Australia and New Zealand that are denominated in either
Australian or New Zealand dollars. This includes inflation-linked bonds
designed to provide protection against increases in general inflation
rates. The Fund may invest in corporate debt of companies organized in
Australia or New Zealand or that have significant economic ties to
Australia or New Zealand. The Fund will invest only in corporate bonds
that the Adviser or Sub-Adviser deems to be sufficiently liquid.
Generally a corporate bond must have $200 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, the
Fund may invest up to 5% of its net assets in corporate bonds with less
than $200 million par amount outstanding if (i) 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), (ii) such investment is consistent with the Fund's goal of
providing exposure to a broad range of Fixed Income Securities
denominated in Australian or New Zealand dollars, and (iii) such
investment is deemed by the Adviser or Sub-Adviser to be in the best
interest of the Fund.
    The Fund's investments generally will be allocated among the
countries according to relative economic size and market depth. As a
larger country with greater market depth, it is anticipated that
Australian issues would comprise a larger percentage of the portfolio
than issues of New Zealand issuers.
    The universe of Australian and New Zealand Fixed Income Securities
currently includes securities that are rated ``investment grade'' as
well as ``non-investment grade.'' \12\ Therefore, the Fund will invest
in both investment grade and non-investment-grade securities.
Securities rated investment grade generally are considered to be of
higher credit quality and subject to lower default risk. Although
securities rated below investment grade may offer the potential for
higher yields, they generally are subject to a higher potential risk of
loss. The Fund expects to have 75% or more of its assets invested in
investment grade bonds, though this percentage may change from time to
time in accordance with market conditions and the debt ratings assigned
to countries and issuers.
---------------------------------------------------------------------------

    \12\ As of December 2010, the amount of Australian dollar
denominated debt outstanding was as follows: short-term non-
government securities issued in Australia, AU$385.9 billion; long-
term non-government securities issued in Australia, AU$433.3
billion; Australian government securities, AU$334.5 billion; and
non-government securities issued offshore, AU$507.2 billion. Source:
Reserve Bank of Australia, at http://www.rba.gov.au/statistics/tables/xls/d04hist.xls?accessed=2502-06:57:23. As of March 28, 2011,
AU$1.000 equaled approximately US$1.0260. Source: Reserve Bank of
Australia, at http://www.rba.gov.au/statistics/frequency/exchange-rates.html. As of January 2011, the amount of New Zealand government
securities outstanding was approximately NZ$56.282 billion. Source:
Reserve Bank of New Zealand, at http://www.rbnz.govt.nz/statistics/govfin/d1/data.html. As of March 28, 2011 NZ$1.00 equaled
approximately US$0.752. Source: Reserve Bank of New Zealand, at
http://www.rbnz.govt.nz/statistics/exandint/b1/data.html.
---------------------------------------------------------------------------

    Because the debt ratings of issuers will change from time to time,
the exact percentage of the Fund's investments in investment grade and
non-investment grade Fixed Income Securities will change from time to
time in response to economic events and changes to the credit ratings
of such issuers. Within the non-investment grade category some issuers
and instruments are considered to be of lower credit quality and at
higher risk of default. In order to limit its exposure to these more
speculative credits, the Fund will not invest more than 10% of its
assets in securities rated BB or below by Moody's, or equivalently
rated by S&P or Fitch. The Fund does not intend to invest in unrated
securities. However, it may do so to a limited extent, such as where a
rated security becomes unrated, if such security is determined by the
Adviser and Sub-Adviser to be of comparable quality. In determining
whether a security is of ``comparable quality,'' the Adviser or Sub-
Adviser will consider, for example, current information about the
credit quality of the issuer and whether or not the issuer of the
security has issued other rated securities.
    The Fund will attempt to limit interest rate risk by maintaining an
aggregate portfolio duration of between two and eight years under
normal market conditions. Aggregate portfolio duration is important to
investors as an indication of the Fund's sensitivity to changes in
interest rates. Funds with higher durations generally are subject to
greater interest rate risk. An aggregate portfolio duration of between
two and eight years generally would be considered to be
``intermediate.'' The Fund's actual portfolio duration may be longer or
shorter depending upon market conditions. The Fund may also invest in
short-term Money Market Securities (as defined below) denominated in
the currencies of countries in which the Fund invests.
    The Fund intends to invest in Fixed Income Securities 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 any non-U.S. government, or their respective
agencies and instrumentalities or government-sponsored
enterprises).\13\
---------------------------------------------------------------------------

    \13\ 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.\14\ The Fund will invest its assets, and otherwise conduct its
operations, in a manner that is intended to satisfy the qualifying
income, diversification and distribution requirements necessary to
establish and maintain RIC qualification under Subchapter M. The
Subchapter M diversification tests generally require that (i) The Fund
invest no more than 25% of its total assets in securities (other than
securities of the U.S. government or other RICs) of any one issuer or
two or more issuers that are controlled by the Fund and that are
engaged in the same, similar or related trades or businesses, and (ii)
at least 50% of the Fund's total assets consist of cash and cash items,
U.S. government securities, securities of other RICs and other
securities, with investments in such other securities limited in
respect of any one issuer to an amount not greater than 5% of the value
of the Fund's total assets and 10% of the outstanding voting securities
of such issuer.
---------------------------------------------------------------------------

    \14\ 26 U.S.C. 851.
---------------------------------------------------------------------------

    In addition to satisfying the above referenced RIC diversification
requirements, no portfolio security held by the Fund (other than U.S.
government securities and non-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 and/or non-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 or non-U.S. government
securities as U.S. or non-U.S. government securities, as applicable.
Money Market Securities
    Assets not invested in Fixed Income Securities generally will be
invested in Money Market Securities.
    The Fund intends to invest in Money Market Securities in order to
help manage cash flows in and out of the Fund, such as in connection
with payment of dividends or expenses, and to satisfy margin
requirements, to provide collateral or to otherwise back investments in
derivative instruments. For these purposes, Money Market Securities
include: short-term, high-quality obligations issued or guaranteed by
the U.S. Treasury or the agencies or instrumentalities of the U.S.
government; short-term, high-quality securities issued or guaranteed by
non-U.S. governments, agencies and instrumentalities; repurchase
agreements backed by short-term U.S. government securities or non-U.S.
government securities; money market mutual funds; and deposits and
other obligations of U.S. and non-U.S. banks and financial
institutions. All Money Market Securities acquired by the Fund will be
rated investment grade; 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. In determining whether a security is of ``comparable quality'',
the Adviser or Sub-Adviser will consider, for example, current
information about the credit quality of the issuer and whether or not
the issuer of the security has issued other rated securities.
Derivative Instruments and Other Investments
    The Fund may use derivative instruments as part of its investment
strategies. Examples of derivative instruments include listed futures
contracts,\15\ forward currency contracts, non-deliverable forward
currency contracts, currency and interest rate swaps, currency options,
options on futures contracts, swap agreements and credit-linked
notes.\16\ The Fund's use of derivative instruments (other than credit-
linked notes) will be collateralized or otherwise backed by investments
in short term, high-quality U.S. Money Market Securities. Under normal
circumstances, the Fund will invest no more than 20% of the value of
the Fund's net assets in derivative instruments. Such investments will
be consistent with the Fund's investment objective and will not be used
to enhance leverage.
---------------------------------------------------------------------------

    \15\ The listed futures contracts in which the Fund will invest
may be listed on exchanges in the U.S. or in London, Hong Kong or
Singapore. Each of the United Kingdom's primary financial markets
regulator, the Financial Services Authority, Hong Kong's primary
financial markets regulator, the Securities and Futures Commission,
and Singapore's primary financial markets regulator, the Monetary
Authority of Singapore, are signatories to the International
Organization of Securities Commissions (``IOSCO'') Multilateral
Memorandum of Understanding (``MMOU''), which is a multi-party
information sharing arrangement among major financial regulators.
Both the Commission and the Commodity Futures Trading Commission are
signatories to the IOSCO MMOU.
    \16\ The Fund may invest in credit-linked notes. A credit linked
note is a type of structured note whose value is linked to an
underlying reference asset. Credit linked notes typically provide
periodic payments of interest as well as payment of principal upon
maturity. The value of the periodic payments and the principal
amount payable upon maturity are tied (positively or negatively) to
a reference asset such as an index, government bond, interest rate
or currency exchange rate. The ongoing payments and principal upon
maturity typically will increase or decrease depending on increases
or decreases in the value of the reference asset. The Fund's
investments in credit-linked notes will be limited to notes
providing exposure to Fixed Income Securities denominated in
Australian or New Zealand dollars. The Fund's overall investment in
credit-linked notes will not exceed 25% of the Fund's assets.
---------------------------------------------------------------------------

    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, 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 to ``cover''
open positions with respect to such transactions.\17\
---------------------------------------------------------------------------

    \17\ See 15 U.S.C. 80a-18. See also, 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 engage in foreign currency transactions, and may
invest directly in foreign currencies in the form of bank and financial
institution deposits, certificates of deposit, and bankers acceptances
denominated in a specified non-U.S. currency. The Fund may enter into
forward currency contracts in order to ``lock in'' the exchange rate
between the currency it will deliver and the currency it will receive
for the duration of the contract.
    The Fund may enter into swap agreements, including interest rate
swaps and currency swaps (e.g., Australian dollar vs. U.S. dollar), and
may buy or sell put and call options on foreign currencies, either on
exchanges or in the over-the-counter market. 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.
    The Fund may invest in the securities of other investment companies
(including money market funds and exchange-traded funds (``ETFs''). The
Fund may invest up to an aggregate amount of 15% of its net assets in
(a) Illiquid securities and (b) Rule 144A securities. Illiquid
securities include securities subject to contractual or other
restrictions on resale and other

instruments that lack readily available markets.\18\
---------------------------------------------------------------------------

    \18\ 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
14617 (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).
---------------------------------------------------------------------------

    The Fund will not invest in non-U.S. equity securities.
The Shares
    The Fund will issue and redeem Shares on a continuous basis at net
asset value (``NAV'') \19\ only in large blocks of Shares (``Creation
Units'') in transactions with Authorized Participants. Creation Units
generally will consist of 100,000 Shares, though this may change from
time to time. Creation Units are not expected to consist of less than
50,000 Shares. The Fund generally will issue and redeem Creation Units
in exchange for a portfolio of Fixed Income Securities closely
approximating the holdings of the Fund and/or a designated amount of
cash in U.S. dollars. Once created, Shares of the Fund will trade on
the secondary market in amounts less than a Creation Unit. Shares may
be redeemed from the Fund only in Creation Unit aggregations. Upon
delivery and settlement of the Shares upon redemption, the Fund will
deliver to the redeeming Authorized Participant a designated basket of
Fixed Income Securities and an amount of cash. Together, such
designated basket and amount of cash constitute the ``Redemption
Payment.'' The Redemption Payment may consist entirely of cash at the
discretion of the Fund.
---------------------------------------------------------------------------

    \19\ 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 Fund investments in
calculating the Fund's NAV, see the Registration Statement.
---------------------------------------------------------------------------

    Additional information regarding the Shares and the Fund, including
investment strategies, risks, creation and redemption procedures, fees,
portfolio holdings disclosure policies, distributions and taxes is
included in the Registration Statement.
Availability of Information
    The Fund's Web site (http://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''),\20\ and a calculation
of the premium and discount of the Bid/Ask Price against the NAV; and
(2) data in chart format displaying the frequency distribution of
discounts and premiums of the daily Bid/Ask Price against the NAV,
within appropriate ranges, for each of the four previous calendar
quarters. On each business day, before commencement of trading in
Shares in the Core Trading Session \21\ on the Exchange, the Trust will
disclose on its Web site the identities and quantities of the portfolio
of securities and other assets (the ``Disclosed Portfolio'') held by
the Fund that will form the basis for the Fund's calculation of NAV at
the end of the business day.\22\ The Disclosed Portfolio will include,
as applicable, the names, quantity, percentage weighting and market
value of Fixed Income Securities, and other assets held by the Fund and
the characteristics of such assets. The Web site and information will
be publicly available at no charge.
---------------------------------------------------------------------------

    \20\ 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.
    \21\ The Core Trading Session is 9:30 a.m. to 4 p.m. Eastern
time.
    \22\ Under accounting procedures followed by the Fund, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). 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.
---------------------------------------------------------------------------

    In addition, for the Fund, an estimated value, defined in Rule
8.600 as the ``Portfolio Indicative Value,'' that reflects an estimated
intraday value of the Fund's portfolio, will be disseminated. The
Portfolio Indicative Value will be based upon the current value for the
components of the Disclosed Portfolio and will be updated and
disseminated by one or more major market data vendors at least every 15
seconds during the Core Trading Session on the Exchange. In addition,
during hours when the markets for Fixed Income Securities in the Fund's
portfolio are closed, the Portfolio Indicative Value will be updated at
least every 15 seconds during the Core Trading Session to reflect
currency exchange fluctuations.
    The dissemination of the Portfolio Indicative Value, together with
the Disclosed Portfolio, will allow investors to determine the value of
the underlying portfolio of the Fund on a daily basis and to provide a
close estimate of that value throughout the trading day.
    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 for the Shares will be available via the
Consolidated Tape Association (``CTA'') high-speed line.
    Intra-day and end-of-day prices are readily available through major
market data providers and broker-dealers for the Fixed Income
Securities, Money Market Securities and derivative instruments held by
the Fund.
Initial and Continued Listing
    The Shares will be subject to Rule 8.600, which sets forth the
initial and continued listing criteria applicable to Managed Fund
Shares. The Exchange represents that, for initial and/or continued
listing, the Fund must be in compliance with Rule 10A-3 \23\ under the
Exchange Act, as provided by NYSE Arca Equities Rule 5.3. A minimum of
100,000 Shares will be outstanding at the commencement of trading on
the Exchange. The Exchange will obtain a representation from the issuer
of the Shares that the 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.
---------------------------------------------------------------------------

    \23\ 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. Shares of the Fund will be halted if
the ``circuit breaker'' parameters in NYSE Arca Equities Rule 7.12 are
reached. 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 will be subject
to Rule 8.600(d)(2)(D), which sets forth circumstances under which
Shares of the Fund may be halted.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace from 4 a.m. to 8 p.m. Eastern time in
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late
Trading Sessions). The Exchange has appropriate rules to facilitate
transactions in the Shares during all trading sessions. As provided in
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price
variation (``MPV'') for quoting and entry of orders in equity
securities traded on the NYSE Arca Marketplace is $0.01, with the
exception of securities that are priced less than $1.00 for which the
MPV for order entry is $0.0001.
Surveillance
    The Exchange intends to utilize its existing surveillance
procedures applicable to derivative products (which includes Managed
Fund Shares) to monitor trading in the Shares. The Exchange represents
that these procedures are adequate to properly monitor Exchange trading
of the Shares in all trading sessions and to deter and detect
violations of Exchange rules and applicable federal securities laws.
    The Exchange's current trading surveillance focuses on detecting
securities trading outside their normal patterns. When such situations
are detected, surveillance analysis follows and investigations are
opened, where appropriate, to review the behavior of all relevant
parties for all relevant trading violations.
    The Exchange may obtain information via the Intermarket
Surveillance Group (``ISG'') from other exchanges who are members of
the ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.\24\
---------------------------------------------------------------------------

    \24\ For a list of the current members of ISG, see http://www.isgportal.org. The Exchange notes that not all of the components
of the Disclosed Portfolio for the Fund may trade on exchanges that
are members of the ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit (``ETP'') Holders in an Information Bulletin
(``Bulletin'') of the special characteristics and risks associated with
trading the Shares. Specifically, the Bulletin will discuss the
following: (1) The procedures for purchases and redemptions of Shares
in Creation Unit aggregations (and that Shares are not individually
redeemable); (2) NYSE Arca Equities Rule 9.2(a), which imposes a duty
of due diligence on its ETP Holders to learn the essential facts
relating to every customer prior to trading the Shares; (3) the risks
involved in trading the Shares during the Opening and Late Trading
Sessions when an updated Portfolio Indicative Value will not be
calculated or publicly disseminated; (4) how information regarding the
Portfolio Indicative Value is disseminated; (5) the requirement that
ETP Holders deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the confirmation of a transaction;
and (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject
to various fees and expenses described in the Registration Statement.
The Bulletin will discuss any exemptive, no-action, and interpretive
relief granted by the Commission from any rules under the Exchange Act.
The Bulletin will also disclose that the NAV for the Shares will be
calculated after 4:00 p.m. Eastern time each trading day.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is
the requirement under Section 6(b)(5) \25\ that an exchange have rules
that are designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \25\ 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 NYSE Arca Equities Rule
8.600. The Exchange has in place surveillance procedures that are
adequate to properly monitor trading in the Shares in all trading
sessions and to deter and detect violations of Exchange rules and
applicable federal securities laws. The Exchange may obtain information
via ISG from other exchanges that are members of ISG or with which the
Exchange has entered into a comprehensive surveillance sharing
agreement. According to the Registration Statement, under normal
circumstances, the Fund will invest at least 80% of its net assets in
Fixed Income Securities denominated in Australian or New Zealand
dollars, and the Fund intends to focus its investments on Sovereign
Debt. The Fund expects to have 75% or more of its assets invested in
investment grade bonds, though this percentage may change from time to
time in accordance with market conditions and the debt ratings assigned
to countries and issuers. The Fund will not invest more than 10% of its
assets in securities rated BB or below by Moody's, or equivalently
rated by S&P or Fitch. The Fund does not intend to invest in unrated
securities. However, it may do so to a limited extent, such as where a
rated security becomes unrated, if such security is determined by the
Adviser and Sub-Adviser to be of comparable quality, as noted above.
The Fund expects to have 75% or more of its assets invested in
investment grade bonds, though this percentage may change from time to
time in accordance with market conditions and the debt ratings assigned
to countries and issuers. Generally, a corporate bond must have $200
million or more par amount outstanding and significant par value traded
to be considered as an eligible investment. Under normal circumstances,
the Fund will invest no more than 20% of the value of the Fund's net
assets in derivative instruments. Such investments will be consistent
with the Fund's investment objective and will not be used to enhance
leverage. The Fund will not invest in non-U.S. equity securities.
    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. The Fund's portfolio holdings will be
disclosed on its Web site daily after the close of trading on the
Exchange and prior to the opening of trading on the Exchange the
following day. Moreover, the Portfolio Indicative Value will be
disseminated by one or more major market data vendors at least every 15
seconds during the Exchange's Core Trading Session. On each business
day, before commencement of trading in Shares in the Core Trading
Session on the Exchange, the Fund will disclose on its Web site the
Disclosed Portfolio 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 is and will be continually
available on a real-time basis throughout the day on brokers' computer
screens and other electronic services, and quotation and last sale
information will be available via the CTA high-speed line. The Web site
for the Fund will include a form of the prospectus for the Fund and
additional data relating to NAV and other applicable quantitative
information. Moreover, prior to the commencement of trading, the
Exchange will inform its ETP Holders in an Information Bulletin of the
special characteristics and risks associated with trading the Shares.
Trading in Shares of the Fund will be halted if the circuit breaker
parameters in NYSE Arca Equities Rule 7.12 have been reached 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 NYSE Arca Equities Rule 8.600(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 Portfolio 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. As noted above, the Exchange has in
place surveillance procedures relating to trading in the Shares and may
obtain information via ISG from other exchanges that are members of ISG
or with which the Exchange has entered into a comprehensive
surveillance sharing agreement. In addition, as noted above, investors
will have ready access to information regarding the Fund's holdings,
the Portfolio Indicative Value, the Disclosed Portfolio, and quotation
and last sale information for the Shares.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.

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

    No written comments were solicited or received with respect to the
proposed rule change.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) As the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve 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 e-mail to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2011-54 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2011-54. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for Web site
viewing and printing in the Commission's Public Reference Section, 100
F Street, NE., Washington, DC 20549-1090, on official business days
between 10 a.m. and 3 p.m. Copies of the filing will also be available
for inspection and copying at the NYSE's principal office and on its
Internet Web site at http://www.nyse.com. All comments received will be
posted without change; the Commission does not edit personal
identifying information from submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2011-54 and should be submitted
on or before September 14, 2011.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-21591 Filed 8-23-11; 8:45 am]
BILLING CODE 8011-01-P