[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