[Federal Register Volume 78, Number 34 (Wednesday, February 20, 2013)]
[Notices]
[Pages 11932-11934]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-03753]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68910; File No. SR-NYSEArca-2013-16]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to the 
WisdomTree Euro Debt Fund

February 12, 2013.
    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 4, 2013, 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 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 reflect a change to the means of achieving 
the investment objective applicable to the WisdomTree Euro Debt Fund 
(the ``Fund''). The text of the proposed rule change is available on 
the Exchange's Web site at www.nyse.com, at the

[[Page 11933]]

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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Commission has approved the listing and trading on the Exchange 
of shares (``Shares'') of the Fund under NYSE Arca Equities Rule 8.600, 
which governs the listing and trading of Managed Fund Shares on the 
Exchange.\4\ The Shares are offered by the WisdomTree Trust 
(``Trust''), which was established as a Delaware statutory trust on 
December 15, 2005 and registered with the Commission as an open-end 
investment company.\5\
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    \4\ The Commission originally approved the listing and trade of 
the Shares on the Exchange on May 8, 2008 as Shares of the 
WisdomTree Dreyfus Euro Fund. See Securities Exchange Act Release 
No. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-
2008-31) (order approving listing and trading of twelve actively 
managed exchange-traded funds of the WisdomTree Trust) (``May 2008 
Order''); see also Securities Exchange Act Release No. 57670 (April 
15, 2008), 73 FR 21397 (April 21, 2008) (SR-NYSEArca-2008-31) 
(notice of proposal to list twelve actively managed exchange-traded 
funds of the WisdomTree Trust). The original investment objectives 
of the Fund were to (1) earn current income reflective of money 
market rates available to foreign investors in the specified country 
or region, and (2) maintain liquidity and preserve capital measures 
in the currency of the specified country or region. See May 2008 
Order. On July 20, 2011, the Commission approved a proposed rule 
change relating to the Fund to change the name of the Fund to the 
``WisdomTree Dreyfus Euro Debt Fund,'' to change the Fund's 
investment objective to seeking ``a high level of total returns 
consisting of both income and capital appreciation,'' and to change 
the Fund's investment strategies, as described in the May 2008 
Order. See Securities Exchange Act Release No. 64935 (July 20, 
2011), 76 FR 44966 (July 27, 2011) (SR-NYSEArca-2011-31) (``July 
2011 Order''). See also Securities Exchange Act Release No. 64608 
(June 6, 2011), 76 FR 34112 (June 10, 2011) (SR-NYSEArca-2011-31) 
(notice of proposal to change name, investment objective and 
investment strategy of Fund). The name of the Fund was changed to 
the WisdomTree Euro Debt Fund as of December 31, 2011. (See 
amendment, dated December 29, 2011, to the Trust's ``Registration 
Statement,'' as defined in note 5 below.)
    \5\ The Trust is registered with the Commission as an investment 
company and has filed a registration statement on Form N-1A (File 
Nos. 333-132380 and 811-21864) (``Registration Statement'') under 
the Securities Act of 1933 (15 U.S.C. 77a) (``Securities Act'') and 
the Investment Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act''). 
On April 14, 2011 the Trust filed with the Commission an amendment 
to the Registration Statement. See Form 497, Supplement to 
Registration Statement on Form N-1A for the Trust. The descriptions 
of the Fund and the Shares contained herein are based, in part, on 
the Registration Statement. The Commission has issued an order 
granting certain exemptive relief to the Trust under the 1940 Act. 
See Investment Company Act Release No. 28471 (October 27, 2008) 
(File No. 812-13458) (``Exemptive Order''). In compliance with 
Commentary .04 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.
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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. Mellon Capital 
Management serves as sub-adviser for the Fund (``Sub-Adviser'').
    In this proposed rule change, the Exchange proposes to reflect a 
change to the description of the measures the Sub-Adviser will utilize 
to obtain the Fund's investment objectives.\6\ Under the July 2011 
Order, the Fund's exposure to any single country generally is limited 
to 20% of the Fund's assets.
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    \6\ The change described herein will be effective upon filing 
with the Commission of another amendment to the Trust's Registration 
Statement. See note 5, supra. The Adviser represents that the 
Adviser and the Sub-Adviser have managed and will continue to manage 
the Fund in the manner described in the July 2011 Order, and will 
not implement the change described herein until the instant proposed 
rule change is operative.
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    In this proposed rule change, the Exchange seeks to make a change 
to this representation reflected in the July 2011 Order. Going forward, 
the Exchange proposes that the Fund's exposure to any single country 
generally would be limited to 30% of Fund assets, rather than its 
existing general limit of 20% of the Fund's assets. The Adviser 
represents that the purpose of this change is to provide flexibility to 
the Sub-Adviser to meet the Fund's investment objective by providing a 
limited increase in the Fund's permitted concentration of investments 
originating in any single country to 30% of Fund assets. Such an 
increase would permit the Fund to include a broader range of issuers in 
its portfolio from a single country, while allowing the Fund to seek 
additional investment opportunities to achieve its investment 
objective.
    The Adviser represents that there is no change to the Fund's 
investment objective. The Fund will continue to comply with all initial 
and continued listing requirements under NYSE Arca Equities Rule 8.600.
    Except for the change noted above, all other facts presented and 
representations made in the Rule 19b-4 filing underlying the July 2011 
Order remain unchanged. The Adviser represents that the proposed rule 
change would be consistent with the Exemptive Order and the 1940 Act 
and the rules thereunder.
    All term referenced but not defined herein are defined in the July 
2011 Order.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \7\ 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.
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    \7\ 15 U.S.C. 78f(b)(5).
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    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 on the Exchange pursuant to the initial and 
continued listing criteria in NYSE Arca Equities Rule 8.600. The Fund 
will limit its investments in securities originated in any one country 
to 30%. The Fund will continue to comply with all initial and continued 
listing requirements under NYSE Arca Equities Rule 8.600.
    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 Adviser represents that there is no change to the Fund's 
investment objective. The Adviser represents that the purpose of the 
proposed rule change is to provide additional flexibility to the Sub-
Adviser to meet the Fund's investment objective by providing a limited 
increase in the concentration of Fund assets in securities originating 
in any single country. The Adviser represents that the proposed rule 
change would be consistent with the Exemptive Order and the 1940 Act 
and the rules thereunder. Except for the change noted above, all other 
representations made in

[[Page 11934]]

the Rule 19b-4 filing underlying the July 2011 Order remain unchanged.
    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 actively-managed exchange-traded product that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace.

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 purpose of the Act. The Exchange believes the 
proposed rule change will permit the Adviser and Sub-Adviser additional 
flexibility in achieving the Fund's investment objective, thereby 
offering investors additional investment options.

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

    Because the foregoing proposed rule change does not (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate if consistent with 
the protection of investors and the public interest, the proposed rule 
change has become effective pursuant to Section 19(b)(3)(A) of the Act 
\8\ and Rule 19b-4(f)(6)(iii) thereunder.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
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    The Exchange has requested that the Commission waive the 30-day 
operative delay period to allow the proposed rule change to become 
operative upon filing.\9\ The Commission believes that it is consistent 
with the public interest to waive the 30-day operative delay. The 
proposed rule change would result in a limited expansion of the 
existing 20% single-country concentration limit to a 30% single-country 
concentration limit. The Commission has already approved a 30% single-
country concentration for other exchange-traded funds.\10\ Further, the 
Exchange has represented that the proposed rule change would be 
consistent with the Exemptive Order and with the 1940 Act and the rules 
thereunder. The Exchange has also represented that there is no change 
to the Fund's investment objective and that, except for the change 
noted herein, all other facts and representations on which the July 
2011 Order is based remain unchanged. The Commission notes that the 
Fund must continue to comply with all initial and continued listing 
requirements under NYSE Arca Equities Rule 8.600 to be listed and 
traded on the Exchange. Based on the limited nature of the proposed 
rule change and the Exchange's representations made herein, the 
Commission believes that the proposal presents no novel regulatory 
issues and that the waiver of the operative delay will allow the 
Exchange to continue to list and trade the Shares of the Fund without 
interruption. Therefore, the Commission grants such waiver and 
designates the proposal operative upon filing.\11\
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    \9\ As required under Rule 19b-4(f)(6)(iii), the Exchange 
provided the Commission with written notice of its intent to file 
the proposed rule change along with a brief description and the text 
of the proposed rule change, at least five business days prior to 
the date of filing of the proposed rule change, or such shorter time 
as designated by the Commission. See 17 CFR 240.19b-4(f)(6)(iii).
    \10\ See, e.g. Securities Exchange Act Release Nos. 68073 
(October 19, 2012), 77 FR 65237 (October 25, 2012); and 66489 
(February 29, 2012), 77 FR 13379 (March 6, 2012).
    \11\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the 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.

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 No. SR-NYSEArca-2013-16 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 No. SR-NYSEArca-2013-16. 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies 
of the submission, all subsequent amendments, all written statements 
with respect to the proposed rule change that are filed with the 
Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for Web site viewing and printing in 
the Commission's Public Reference Room, 100 F Street, NE., Washington, 
DC 20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of such 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 No. SR-NYSEArca-2013-16 and should be 
submitted on or before March 13, 2013.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-03753 Filed 2-19-13; 8:45 am]
BILLING CODE 8011-01-P