[Federal Register Volume 73, Number 77 (Monday, April 21, 2008)]
[Notices]
[Pages 21397-21400]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-8528]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57670; File No. SR-NYSEArca-2008-31]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to the Listing and Trading of Shares 
of Twelve Actively Managed Exchange-Traded Funds of the WisdomTree 
Trust

April 15, 2008.
    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 April 4, 2008, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange''), 
through its wholly owned subsidiary, NYSE Arca Equities, Inc. (``NYSE 
Arca Equities''), filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been substantially prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares (``Shares'') of 
the following twelve actively managed exchange-traded funds of the 
WisdomTree Trust (``Trust'') pursuant to NYSE Arca Equities Rule 8.600 
(Managed Fund Shares): (1) WisdomTree U.S. Current Income Fund 
(``Current Income Fund''); (2) WisdomTree Dreyfus Australian Dollar 
Fund; (3) WisdomTree Dreyfus Brazilian Real Fund; (4) WisdomTree 
Dreyfus British Pound Sterling Fund; (5) WisdomTree Dreyfus Canadian 
Dollar Fund; (6) WisdomTree Dreyfus Chinese Yuan Fund; (7) WisdomTree 
Dreyfus Euro Fund; (8) WisdomTree Dreyfus Indian Rupee Fund; (9) 
WisdomTree Dreyfus Japanese Yen Fund; (10) WisdomTree Dreyfus New 
Zealand Dollar Fund; (11) WisdomTree Dreyfus South African Rand Fund; 
and (12) WisdomTree Dreyfus South Korean Won Fund (``International 
Currency Income Funds,'' and together with the Current Income Fund, 
collectively, the ``Funds''). 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 Exchange 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. The Exchange 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 the Shares of the Funds 
pursuant to NYSE Arca Equities Rule 8.600, which governs the listing 
and trading of Managed Fund Shares on the Exchange.\3\ Each Fund will 
be an actively managed exchange-traded fund. The Shares will be offered 
by the Trust, which was established as a Delaware statutory trust on 
December 15, 2005 and is registered with the Commission as an 
investment company.\4\
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    \3\ Managed Fund Shares are securities that: (1) Represent an 
interest in a registered investment company (``Investment Company'') 
organized as an open-end management investment company or similar 
entity, that invests in a portfolio of securities selected by the 
Investment Company's investment adviser consistent with the 
Investment Company's investment objectives and policies; (2) are 
issued in a specified aggregate minimum number in return for a 
deposit of a specified portfolio of securities and/or a cash amount 
with a value equal to the next determined net asset value (``NAV''); 
and (3) when aggregated in the same specified minimum number, may be 
redeemed at a holder's request, which holder will be paid a 
specified portfolio of securities and/or cash with a value equal to 
the next determined NAV. See NYSE Arca Equities Rule 8.600(c)(1) 
(defining Managed Fund Shares). See also Securities Exchange Act 
Release No. 57619 (April 4, 2008), 73 FR 19544 (April 10, 2008) (SR-
NYSEArca-2008-25) (approving, among other things, rules permitting 
the listing and trading of Managed Fund Shares).
    \4\ See Post-Effective Amendment No. 14 to Registration 
Statement on Form N-1A for the Trust (File Nos. 333-132380 and 811-
21864) (``Registration Statement''). The descriptions of the Funds 
and the Shares contained herein are based on information in the 
Registration Statement.
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Description of the Funds and the Shares
    WisdomTree Asset Management, Inc. (``WisdomTree Asset Management'') 
is the investment adviser to each Fund.\5\ The Exchange represents that 
WisdomTree Asset Management is not

[[Page 21398]]

affiliated with any broker-dealer. Mellon Capital Management serves as 
the sub-adviser for the Current Income Fund. The Dreyfus Corporation 
serves as the subadviser to each International Currency Income Fund. 
The Bank of New York is the administrator, custodian, and transfer 
agent for each Fund. ALPS Distributors, Inc. serves as the distributor 
for the Funds.\6\
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    \5\ WisdomTree Investments, Inc. (``WisdomTree Investments'') is 
the parent company of WisdomTree Asset Management.
    \6\ The Exchange states that the Trust has received and been 
granted by Commission order certain exemptive relief under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act''). In 
compliance with Commentary .05 to NYSE Arca Equities Rule 8.600, 
which applies to Managed Fund Shares based on an international or 
global portfolio, the Trust's application for exemptive relief under 
the 1940 Act states that the Funds will comply with the federal 
securities laws in accepting securities for deposits and satisfying 
redemptions with redemption securities, including that the 
securities accepted for deposits and the securities used to satisfy 
redemption requests are sold in transactions that would be exempt 
from registration under the Securities Act of 1933 (15 U.S.C. 77a).
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    The Current Income Fund. The Current Income Fund seeks to earn 
current income while preserving capital and maintaining liquidity by 
investing primarily in very short term, high-quality money market 
securities denominated in U.S. dollars. Eligible investments include 
commercial paper, time deposits and certificates of deposits, asset-
backed securities, government bills, government notes, corporate notes, 
and repurchase agreements. The Current Income Fund intends to maintain 
an average portfolio maturity of 90 days or less and will not purchase 
any money market security with a remaining maturity of more than 397 
calendar days.
    The International Currency Income Funds. Each of the WisdomTree 
Dreyfus Australian Dollar Fund, British Pound Sterling Fund, Canadian 
Dollar Fund, Euro Fund, and Japanese Yen Fund seeks (1) to earn current 
income reflective of money market rates available to foreign investors 
in the specified country or region, and (2) to maintain liquidity and 
preserve capital measured in the currency of the specified country or 
region. Each of these Funds intends to invest primarily in very short 
term, investment grade money market securities denominated in the non-
U.S. currency specified in its name. Eligible investments include 
short-term securities issued by non-U.S. governments, agencies, or 
instrumentalities, bank debt obligations and time deposits, bankers' 
acceptances, commercial paper, short-term corporate debt obligations, 
mortgage-backed securities, and asset-backed securities.
    Each of the WisdomTree Dreyfus Brazilian Real Fund, Chinese Yuan 
Fund, Indian Rupee Fund, New Zealand Dollar Fund, South African Rand 
Fund, and South Korean Won Fund seeks (1) to earn current income 
reflective of money market rates available to foreign investors in the 
specified country, and (2) to provide exposure to changes in the value 
of the designated non-U.S. currency relative to the U.S. dollar. Each 
of these Funds intends to achieve exposure to the non-U.S. market 
designated by its name using the following strategy. Each of the Funds 
will invest primarily in short-term U.S. money market securities. In 
addition, each such Fund will invest a smaller portion of its assets in 
forward currency contracts and swaps \7\ designed to provide exposure 
to exchange rates and/or money market instruments available to foreign 
investors in the non-U.S. market designated in the Fund's name. The 
combination of U.S. money market securities with forward currency 
contracts and currency swaps is designed to create a position 
economically similar to a money market instrument denominated in a non-
U.S. currency.\8\
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    \7\ A forward currency contract is an agreement to buy or sell a 
specific currency at a future date at a price set at the time of the 
contract. A currency swap is an agreement between two parties to 
exchange one currency for another at a future rate.
    \8\ The Exchange states that each of these Funds may pursue its 
objectives through direct investments in money market instruments 
issued by entities in the applicable non-U.S. country and 
denominated in the applicable non-U.S. currency when WisdomTree 
Asset Management believes it is in the best interest of the Fund to 
do so. The decision to secure exposure directly or indirectly will 
be a function of, among other things, market accessibility, credit 
exposure, and tax ramifications for foreign investors. If any of 
these Funds pursues direct investment, eligible investments will 
include short-term securities issued by the applicable foreign 
government and its agencies or instrumentalities, bank debt 
obligations and time deposits, bankers' acceptances, commercial 
paper, short-term corporate debt obligations, mortgage-backed 
securities, and asset-backed securities. See supra note 4.
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    Each International Currency Income Fund generally will maintain a 
weighted average portfolio maturity of 90 days or less and will not 
purchase any money market instrument with a remaining maturity of more 
than 397 calendar days. The Exchange represents that none of the Funds 
will invest in non-U.S. equity securities.
    The Shares. Each Fund will issue and redeem Shares on a continuous 
basis at NAV \9\ only in large blocks of shares, typically 50,000 
shares or more (``Creation Units''), in transactions with authorized 
participants. Each International Currency Income Fund may issue and 
redeem Creation Units in exchange for a designated basket of non-U.S. 
currency and an amount of U.S. dollar-denominated cash, a basket of 
non-U.S. money market instruments and a designated amount of cash, or 
simply a designated amount of cash. In addition, creations and 
redemptions of the Current Income Fund and the WisdomTree Dreyfus 
Brazilian Real Fund, Chinese Yuan Fund, Indian Rupee Fund, New Zealand 
Dollar Fund, South African Rand Fund, and South Korean Won Fund would 
usually occur in exchange for a basket of U.S. money market instruments 
and/or a designated amount of cash. Once created, Shares of the Funds 
will trade on the secondary market in amounts less than a Creation 
Unit.
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    \9\ The NAV of each Fund's Shares generally is calculated once 
daily Monday through Friday as of the close of regular trading on 
the New York Stock Exchange LLC, generally 4 p.m. Eastern Time or 
``ET.'' NAV per Share is calculated by dividing a Fund's net assets 
by the number of Fund Shares outstanding. The Exchange states that 
more information regarding the valuation of Fund investments in 
calculating a Fund's NAV can be found in the Registration Statement.
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    More information regarding the Shares and the Funds, including 
investment strategies, risks, creation and redemption procedures, fees, 
portfolio holdings disclosure policies, distributions, and taxes can be 
found in the Registration Statement.\10\
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    \10\ See supra note 4.
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Availability of Information
    The Funds' Web site (http://www.wisdomtree.com), which will be 
publicly available prior to the public offering of the Shares, will 
include a form of the Prospectus for each Fund that may be downloaded. 
The Web site will include additional quantitative information updated 
on a daily basis, including, for each Fund: (1) The prior business 
day's reported NAV, mid-point of the bid/ask spread at the time of 
calculation of such NAV (the ``Bid/Ask Price''),\11\ 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 the Core Trading 
Session,\12\ the Trust will disclose on its Web site the identities and 
quantities of the portfolio of securities and other assets (the 
``Disclosed Portfolio'') \13\ held

[[Page 21399]]

by each Fund that will form the basis for the Fund's calculation of NAV 
at the end of the business day.\14\ The Web site information will be 
publicly available at no charge.
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    \11\ The Bid/Ask Price of a Fund is 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 Funds and their service 
providers.
    \12\ The Core Trading Session is 9:30 a.m. to 4 p.m. Eastern 
Time.
    \13\ See NYSE Arca Equities Rule 8.600(c)(2) (defining the 
Disclosed Portfolio for a series of Managed Fund Shares as the 
identities and quantities of the securities and other assets held by 
the Investment Company that will form the basis for the Investment 
Company's calculation of NAV at the end of the business day).
    \14\ Under accounting procedures followed by the Funds, trades 
made on the prior business day (``T'') will be booked and reflected 
in the 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 the NAV on such business day. Accordingly, the Funds 
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.
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    In addition, for each Fund, an estimated value, defined in Rule 
8.600 as the Portfolio Indicative Value,\15\ will be updated and 
disseminated by the Exchange at least every 15 seconds during the Core 
Trading Session on the Exchange through the facilities of the 
Consolidated Tape Association. The Exchange states that the 
dissemination of the Portfolio Indicative Value, together with the 
Disclosed Portfolio, will allow investors to determine the value of the 
underlying portfolio of a Fund on a daily basis and to provide a close 
estimate of that value throughout the trading day.
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    \15\ NYSE Arca Equities Rule 8.600(c)(3) (defining Portfolio 
Indicative Value as the estimated indicative value of a Managed Fund 
Share based on current information regarding the value of the 
securities and other assets in the Disclosed Portfolio).
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    Information regarding market price and 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. The 
previous day's closing price and trading volume information will be 
published daily in the financial section of newspapers. Quotation and 
last-sale information for the Shares will be available via the 
Consolidated Tape Association high-speed lines.
Initial and Continued Listing
    The Exchange represents that the Shares will be subject to NYSE 
Arca Equities Rule 8.600(d), which sets forth the initial and continued 
listing criteria applicable to Managed Fund Shares.\16\ The Exchange 
further represents that, for initial and/or continued listing, the 
Shares must be in compliance with Rule 10A-3 under the Exchange 
Act,\17\ as provided by NYSE Arca Equities Rule 5.3.
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    \16\ See also supra note 6 (describing the Funds' compliance 
with Commentary .05 to NYSE Arca Equities Rule 8.600).
    \17\ See 17 CFR 240.10A-3.
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Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of a Fund. The Shares of the Funds 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 comprising the Disclosed Portfolio and/or 
the financial instruments of a Fund; or (2) whether other unusual 
conditions or circumstances detrimental to the maintenance of a fair 
and orderly market are present. In addition, trading in the Shares will 
be subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which sets forth 
circumstances under which Shares of a Fund may be halted.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. The Shares will trade 
on the NYSE Arca Marketplace from 4 a.m. to 8 p.m. ET in accordance 
with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late Trading 
Sessions). The Exchange states that it has appropriate rules to 
facilitate transactions in the Shares during all such trading sessions. 
The minimum trading increment for the Shares on the Exchange will be 
$0.01.
Surveillance
    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative products (which will include 
Managed Fund Shares) to monitor trading in the Shares. The Exchange 
represents that these procedures are adequate to properly monitor 
Exchange trading of the Shares in all trading sessions and to deter and 
detect violations of Exchange rules and applicable federal securities 
laws. The Exchange's current trading surveillance focuses on detecting 
securities trading outside their normal patterns. When such situations 
are detected, surveillance analysis follows and investigations are 
opened, where appropriate, to review the behavior of all relevant 
parties for all relevant trading violations. The Exchange states that 
it may obtain information via the Intermarket Surveillance Group 
(``ISG'') from other exchanges who are members or affiliate members of 
ISG.\18\ In addition, the Exchange also has a general policy 
prohibiting the distribution of material, non-public information by its 
employees.
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    \18\ For a list of the current members and affiliate members of 
ISG, see http://www.isgportal.org. The Exchange notes that not all 
of the components of the Disclosed Portfolio for each Fund may trade 
on exchanges that are members or affiliate members of ISG.
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Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders \19\ 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),\20\ 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, discuss any exemptive, no-action, and interpretive relief 
granted by the Commission from any rules under the Act, and disclose 
that the NAV for the Shares will be calculated after 4 p.m. ET each 
trading day.
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    \19\ ETP Holder refers to a sole proprietorship, partnership, 
corporation, limited liability company, or other organization in 
good standing that has been issued an Equity Trading Permit or 
``ETP.'' An ETP Holder must be a registered broker or dealer 
pursuant to Section 15 of the Act. See NYSE Arca Equities Rule 
1.1(n).
    \20\ NYSE Arca Equities Rule 9.2(a) provides that an ETP Holder, 
before recommending a transaction, must have reasonable grounds to 
believe that the recommendation is suitable for the customer based 
on any facts disclosed by the customer as to his other security 
holdings and as to his financial situation and needs. Further, the 
rule provides, with a limited exception, that prior to the execution 
of a transaction recommended to a non-institutional customer, the 
ETP Holder shall make reasonable efforts to obtain information 
concerning the customer's financial status, tax status, investment 
objectives, and any other information that the ETP Holder believes 
would be useful to make a recommendation.

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[[Page 21400]]

2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) of the Act,\21\ which states that a 
national securities exchange have rules that are designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to remove impediments to and perfect the 
mechanism of a free and open market, and, in general, to protect 
investors and the public interest. The Exchange believes that the 
proposed rule change will facilitate the listing and trading of 
additional types of exchange-traded products that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace. In addition, the listing and trading criteria set 
forth in NYSE Arca Equities Rule 8.600 are intended to protect 
investors and the public interest.
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    \21\ 15 U.S.C. 78f(b)(5).
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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

    The Exchange states that it has neither solicited nor received 
comments on the proposed rule change.

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

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    A. By order approve such proposed rule change, or
    B. Institute proceedings to determine whether the proposed rule 
change should be disapproved.
    The Exchange has requested accelerated approval of this proposed 
rule change prior to the 30th day after the date of publication of the 
notice of the filing thereof. The Commission is considering granting 
accelerated approval of the proposed rule change at the end of a 15-day 
comment period.

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 protected]. Please include 
File Number SR-NYSEArca-2008-31 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2008-31. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2008-31 and should 
be submitted on or before May 6, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-8528 Filed 4-18-08; 8:45 am]
BILLING CODE 8010-01-P