[Federal Register Volume 76, Number 194 (Thursday, October 6, 2011)]
[Notices]
[Pages 62112-62116]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-25830]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65458; File No. SR-NYSEArca-2011-54]


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

September 30, 2011.

I. Introduction

    On August 3, 2011, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
list and trade shares (``Shares'') of the WisdomTree Dreyfus Australia 
& New Zealand Debt Fund (``Fund'') under NYSE Arca Equities Rule 8.600. 
The proposed rule change was published for comment in the Federal 
Register on August 24, 2011.\3\ The Commission received no comments

[[Page 62113]]

on the proposal. This order grants approval of the proposed rule 
change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 65160 (August 18, 
2011), 76 FR 52998 (``Notice'').
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II. Description of the Proposed Rule Change

    The Exchange proposes to list and trade Shares of the Fund under 
NYSE Arca Equities Rule 8.600, which governs the listing and trading of 
Managed Fund Shares on the Exchange. The Shares will be offered by the 
WisdomTree Trust (``Trust''), which was established as a Delaware 
statutory trust and is registered with the Commission as an investment 
company. The Fund is currently known as the ``WisdomTree Dreyfus New 
Zealand Dollar Fund'' and is an actively managed exchange-traded 
fund.\4\ On April 14, 2011, the WisdomTree Dreyfus New Zealand Dollar 
Fund filed a supplement to its registration statement pursuant to Rule 
497 under the Securities Act of 1933.\5\ 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 WisdomTree Dreyfus New Zealand Dollar Fund's new name, 
investment objective, and investment strategies are not reflected in 
the May 2008 Order and are described below. Shareholders who wish to 
remain in the Fund do not need to take any action; shareholders who do 
not wish to remain invested in the Fund may sell their Shares at any 
time.\6\
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    \4\ The Commission previously approved the listing and trading 
of shares of the WisdomTree Dreyfus New Zealand Dollar Fund on May 
8, 2008 (``May 2008 Order''). See Securities Exchange Act Release 
No. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-
2008-31) (approving the listing and trading of twelve actively-
managed funds of the WisdomTree Trust on the Exchange). In the May 
2008 Order, the Commission also approved the WisdomTree Australian 
Dollar Fund for Exchange listing and trading; however, the shares of 
such fund has not commenced trading.
    \5\ See Form 497, Supplement to Registration Statement 
(``Supplement'') on Form N-1A for the Trust (``Registration 
Statement''), dated April 14, 2011 (File Nos. 333-132380 and 811-
21864).
    \6\ The Adviser represents that the Supplement was sent to 
shareholders of the Fund to notify them of the planned change. The 
Supplement and additional information are posted on the Fund's Web 
site at http://www.wisdomtree.com.
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    WisdomTree Asset Management, Inc. (``WisdomTree Asset Management'') 
is the investment adviser (``Adviser'') to the Fund.\7\ The Dreyfus 
Corporation serves as sub-adviser for the Fund (``Sub-Adviser'').\8\ 
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.\9\ The Exchange states that, while the 
Adviser is not affiliated with any broker-dealer, the Sub-Adviser is 
affiliated with multiple broker-dealers. As a result, the Sub-Adviser 
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.\10\ 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 
non-public information regarding the Fund's portfolio.
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    \7\ WisdomTree Investments, Inc. is the parent company of 
WisdomTree Asset Management.
    \8\ 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.
    \9\ The Commission has issued an order granting certain 
exemptive relief to the Trust under the Investment Company Act of 
1940 (``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.
    \10\ See Commentary .06 to NYSE Arca Equities Rule 8.600. The 
Exchange represents that, 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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WisdomTree Dreyfus Australia & New Zealand Debt Fund

    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. 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 may invest up to 20% of its assets in Fixed Income 
Securities denominated in U.S. dollars.\11\ ``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. The Fund may 
also 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,'' 
which 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 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 issuers would comprise a larger percentage of the portfolio 
than

[[Page 62114]]

New Zealand issuers. 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 non-investment grade securities 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 in accordance with market conditions and/or debt ratings 
assigned to countries and issuers.
    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.\12\
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    \12\ 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.
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    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, but 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 and 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).
    The Fund intends to qualify each year as a regulated investment 
company (``RIC'') under Subchapter M of the Internal Revenue Code of 
1986, as amended. In addition to satisfying the RIC diversification 
requirements, no portfolio security held by the Fund (other than U.S. 
government securities and/or 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 to help manage cash flows in and 
out of the Fund, such as in connection with the payment of dividends or 
expenses, to satisfy margin requirements, to provide collateral, or to 
otherwise back investments in derivative instruments. 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.\13\
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    \13\ See id.
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Derivative Instruments and Other Investments

    As part of its investment strategy, the Fund may use derivative 
instruments, such as listed futures contracts,\14\ 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.\15\ 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.
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    \14\ 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.
    \15\ 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. See Notice, supra note 3, at n.16.
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    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.
    The Fund may engage in foreign currency transactions and 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

[[Page 62115]]

Fund may enter into repurchase agreements with counterparties that are 
deemed to present acceptable credit risks and may enter into reverse 
repurchase agreements. In addition, the Fund may invest in the 
securities of other investment companies (including money market funds 
and exchange-traded funds). The Fund may invest up to an aggregate 
amount of 15% of its net assets in (a) illiquid securities and (b) Rule 
144A securities. The Exchange represents that the Fund will not invest 
in non-U.S. equity securities.
    Additional information regarding the Trust, Fund, Shares, the 
Fund's investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings and disclosure policies, 
distributions and taxes, availability of information, trading rules and 
halts, and surveillance procedures, among other things, can be found in 
the Notice, the Registration Statement, and the Supplement, as 
applicable.\16\
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    \16\ See Notice, Registration Statement, and Supplement, supra 
notes 3 and 5, respectively.
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III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change and 
finds that it is consistent with the requirements of Section 6 of the 
Act and the rules and regulations thereunder applicable to a national 
securities exchange.\17\ In particular, the Commission finds that the 
proposal is consistent with Section 6(b)(5) of the Act,\18\ which 
requires, among other things, that the Exchange's rules be designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest. The Commission notes that 
the Shares must comply with the requirements of NYSE Arca Equities Rule 
8.600 to be listed and traded on the Exchange.
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    \17\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \18\ 17 U.S.C. 78f(b)(5).
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    The Commission finds that the proposal to list and trade the Shares 
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the 
Act,\19\ which sets forth Congress' finding that it is in the public 
interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for, and transactions in, securities. Quotation and last-
sale information for the Shares will be available via the Consolidated 
Tape Association high-speed line. In addition, the Portfolio Indicative 
Value, as defined in NYSE Arca Equities Rule 8.600(c)(3), will be 
updated and widely disseminated at least every 15 seconds during the 
Core Trading Session on the Exchange.\20\ On each business day, before 
commencement of trading in Shares in the Core Trading Session on the 
Exchange, the Trust will disclose on its Web site the Disclosed 
Portfolio, as defined in NYSE Arca Equities Rule 8.600(c)(2), held by 
the Fund that will form the basis for the Fund's calculation of the net 
asset value (``NAV'') at the end of the business day.\21\ The NAV of 
the Fund's Shares generally will be calculated once daily Monday 
through Friday as of the close of regular trading on the New York Stock 
Exchange (generally 4 p.m. Eastern time). In addition, information 
regarding market price and trading volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services, and the 
previous day's closing price and trading volume information for the 
Shares will be published daily in the financial section of newspapers. 
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. The Fund's Web site will also include a form of the 
prospectus for the Fund, information relating to NAV, and other 
quantitative and trading information.
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    \19\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \20\ 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.
    \21\ 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.
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    The Commission further believes that the proposal to list and trade 
the Shares is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Shares appropriately and 
to prevent trading when a reasonable degree of transparency cannot be 
assured. The Commission notes that the Exchange will obtain a 
representation from the issuer of the Shares that the NAV per Share 
will be calculated daily and that the NAV and the Disclosed Portfolio 
will be made available to all market participants at the same time.\22\ 
In addition, the Exchange will halt trading in the Shares under the 
specific circumstances set forth in NYSE Arca Equities Rule 
8.600(d)(2)(D), and may halt trading in the Shares if trading is not 
occurring in the securities and/or the financial instruments comprising 
the Disclosed Portfolio of the Fund, or if other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.\23\ The Exchange will consider the suspension of 
trading in or removal from listing of the Shares if the Portfolio 
Indicative Value is no longer calculated or available or the Disclosed 
Portfolio is not made available to all market participants at the same 
time.\24\ The Exchange represents that 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.\25\ 
The Exchange also states that it has a general policy prohibiting the 
distribution of material, non-public information by its employees. 
Further, the Commission notes that the Reporting Authority that 
provides the Disclosed Portfolio must

[[Page 62116]]

implement and maintain, or be subject to, procedures designed to 
prevent the use and dissemination of material non-public information 
regarding the actual components of the portfolio.\26\
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    \22\ See NYSE Arca Equities Rule 8.600(d)(1)(B).
    \23\ With respect to trading halts, the Exchange may consider 
other relevant factors in exercising its discretion to halt or 
suspend trading in the Shares of the Fund. Trading in Shares of the 
Fund will be halted if the circuit breaker parameters in NYSE Arca 
Equities Rule 7.12 have been reached. Trading also may be halted 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Shares inadvisable.
    \24\ See NYSE Arca Equities Rule 8.600(d)(2)(C)(ii).
    \25\ See supra note 10 and accompanying text. The Commission 
notes that 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.
    \26\ See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii).
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    The Exchange represents that the Shares are deemed to be equity 
securities, thus rendering trading in the Shares subject to the 
Exchange's existing rules governing the trading of equity securities. 
In support of this proposal, the Exchange has made representations, 
including:
    (1) The Shares will be subject to NYSE Arca Equities Rule 8.600, 
which sets forth the initial and continued listing criteria applicable 
to Managed Fund Shares.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) The Exchange's surveillance 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.
    (4) Prior to the commencement of trading, the Exchange will inform 
its Equity Trading Permit (``ETP'') Holders in an Information Bulletin 
of the special characteristics and risks associated with trading the 
Shares. Specifically, the Information Bulletin will discuss the 
following: (a) The procedures for purchases and redemptions of Shares 
in Creation Unit aggregations (and that Shares are not individually 
redeemable); (b) 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; (c) 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; (d) how information regarding the 
Portfolio Indicative Value is disseminated; (e) 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 (f) trading and other information.
    (5) For initial and/or continued listing, the Fund must be in 
compliance with Rule 10A-3 under the Act,\27\ as provided by NYSE Arca 
Equities Rule 5.3.
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    \27\ See 17 CFR 240.10A-3.
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    (6) The Fund will not invest in non-U.S. equity securities. The 
Fund's investments will be consistent with the Fund's investment 
objective and will not be used to enhance leverage.
    (7) A minimum of 100,000 Shares of the Fund will be outstanding at 
the commencement of trading on the Exchange.
    This approval order is based on the Exchange's representations.
    For the foregoing reasons, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act \28\ and the 
rules and regulations thereunder applicable to a national securities 
exchange.
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    \28\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\29\ that the proposed rule change (SR-NYSEArca-2011-54) be, and it 
hereby is, approved.
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    \29\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
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    \30\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-25830 Filed 10-5-11; 8:45 am]
BILLING CODE 8011-01-P