Federal Register, Volume 78 Issue 238 (Wednesday, December 11, 2013)

[Federal Register Volume 78, Number 238 (Wednesday, December 11, 2013)]
[Notices]
[Pages 75406-75413]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-29491]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70993; File No. SR-NYSEArca-2013-101]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting
Approval of Proposed Rule Change To List and Trade Shares of the
WisdomTree Bloomberg U.S. Dollar Bullish Fund, WisdomTree Bloomberg
U.S. Dollar Bearish Fund, and the WisdomTree Commodity Currency Bearish
Fund Under NYSE Arca Equities Rule 8.600

December 5, 2013.

I. Introduction

On September 26, 2013, 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
WisdomTree Bloomberg U.S. Dollar Bullish Fund, WisdomTree Bloomberg
U.S. Dollar Bearish Fund, and the WisdomTree Commodity Currency Bearish
Fund of the WisdomTree Trust. The proposed rule change was published
for comment in the Federal Register on October 22, 2013.\3\ The
Commission received no comments on the proposal. This order grants
approval of the proposed rule change.
---------------------------------------------------------------------------

\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 70624 (October 8,
2013), 78 FR 62751 (``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

The Exchange proposes to list and trade the Shares of the
WisdomTree Bloomberg U.S. Dollar Bullish Fund (``DI Bull Fund''),
WisdomTree Bloomberg U.S. Dollar Bearish Fund (``DI Bear Fund,'' and
together with the DI Bull Fund, collectively, ``DI Funds''), and the
WisdomTree Commodity Currency Bearish Fund (``CC Bear Fund'') \4\ 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''), a Delaware statutory trust registered
with the Commission as an investment company.\5\
---------------------------------------------------------------------------

\4\ The DI Funds and the CC Bear Fund are also individually
referred to as ``Fund'' and collectively referred to as ``Funds.''
\5\ The Trust has filed a registration statement on Form N-1A
(``Registration Statement'') with the Commission on behalf of each
of the Funds. See Post-Effective Amendment No. 216 (DI Bull Fund),
No. 217 (DI Bear Fund), and No. 218 (CC Bear Fund) to the
Registration Statement on Form N-1A for the Trust, each dated
September 6, 2013 under the Securities Act of 1933 (``Securities
Act'') and the Investment Company Act of 1940 (``1940 Act'') (File
Nos. 333-132380 and 811-21864). In addition, the Exchange notes that
the Commission has issued an order granting certain exemptive relief
to the Trust under the 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 Exchange represents that 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 and
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.

---------------------------------------------------------------------------

[[Page 75407]]

WisdomTree Asset Management, Inc. will be the investment adviser
(``Adviser'') to each of the Funds.\6\ Mellon Capital Management will
serve as sub-adviser for each of the Funds (``Sub-Adviser'').\7\ The
Bank of New York Mellon is the administrator, custodian, and transfer
agent for the Trust. ALPS Distributors, Inc. serves as the distributor
for the Trust. Bloomberg Finance L.P. (``Index Sponsor'') is the
sponsor of the Bloomberg US Dollar Total Return Index (``Bloomberg USD
TR Index'') and the Bloomberg Inverse US Dollar Total Return Index
(``Bloomberg Inverse USD TR Index,'' each an ``Index,'' and together
with the Bloomberg USD TR Index, collectively, ``Indexes'').\8\
According to the Exchange, the Adviser is not registered as a broker-
dealer or affiliated with a broker-dealer. The Exchange further
represents that the Sub-Adviser is not a broker-dealer, but is
affiliated with one or more broker-dealers and has implemented a ``fire
wall'' with respect to each such broker-dealer regarding access to
information concerning the composition and changes to a Fund's
portfolio.\9\
---------------------------------------------------------------------------

\6\ WisdomTree Investments, Inc. is the parent company of the
Adviser.
\7\ The Sub-Adviser will be responsible for day-to-day
management of the Funds and, as such, will typically make all
decisions with respect to portfolio holdings. The Adviser will have
ongoing oversight responsibility.
\8\ The Exchange states that information regarding the Indexes
and other indexes provided by the Index Sponsor can be found at
www.bloombergindexes.com. The Exchange further represents that the
Index Sponsor is not a broker-dealer, but is affiliated with one or
more broker-dealers and has implemented procedures designed to
prevent the illicit use and dissemination of material, non-public
information regarding the Indexes and has implemented a ``fire
wall'' with regard to its affiliated broker-dealers regarding the
Indexes.
\9\ See NYSE Arca Equities Rule 8.600, Commentary .06. In the
event (a) the Adviser or Sub-Adviser becomes registered as a broker-
dealer or becomes newly affiliated with a broker-dealer, or (b) any
new adviser or sub-adviser is a registered broker-dealer or becomes
affiliated with a broker-dealer, the Adviser will implement a fire
wall with respect to its relevant personnel or its broker-dealer
affiliate regarding access to information concerning the composition
of or changes to the applicable Fund's portfolio, and it will be
subject to procedures designed to prevent the use and dissemination
of material, non-public information regarding the portfolio.
---------------------------------------------------------------------------

DI Funds--Index Information

The DI Bull Fund will be an actively managed fund that seeks to
provide total returns, before expenses, that exceed the performance of
the Bloomberg USD TR Index. According to the Exchange, the Bloomberg
USD TR Index is based on the Bloomberg US Dollar Index (BDXY), which
tracks changes in the value of the U.S. Dollar against a basket of
developed and emerging market currencies that are deemed to have the
highest liquidity in the currency markets and to represent countries
that make the largest contribution to trade flows with the United
States.\10\ The Exchange states that the Bloomberg USD TR Index
additionally incorporates the impact of short-term interest rate
differences inherent in achieving such exposure by incorporating the
net interest rate differential between the short-term interest rates in
the U.S. and in the countries of those leading currencies and the daily
federal funds rate. The Exchange states that the Bloomberg USD TR Index
is structured to potentially benefit from a general rise in the level
of the U.S. Dollar relative to the basket of global currencies.
---------------------------------------------------------------------------

\10\ The Exchange states that data for the global currencies is
derived, in part, from the Bank for International Settlements
Triennial Central Bank Survey, December 2010 (``BIS Survey'').
According to the Exchange, the global currencies included in the
Indexes are limited to the top twenty currencies in terms of
transaction volume, listed in the BIS Survey, under Table 3:
``Currency distribution of global foreign exchange market
turnover,'' reflecting the percentage share of average daily
turnover for the applicable month and year (``Table 3''). See http://www.bis.org/publ/rpfxf10t.htm. Trade volume data for the currencies
selected is derived from the Board of Governors of the Federal
Reserve System, Foreign Exchange Rates--H.10 Release. See http://www.federalreserve.gov/Releases/H10/Summary/ (``Federal Reserve
Release''). According to the Exchange, the global currencies
selected for the Indexes are limited to the top twenty currencies by
trade volume included in the most recent Federal Reserve Release.
According to the Exchange, the Index Sponsor selects for both
Indexes the top ten currencies included in both the most recent BIS
Survey and Federal Reserve Release, giving equal weighting to both
liquidity and trade volume. The currencies selected are given
weights in each Index based equally on relative trade volume and
relative liquidity as compared with the other included currencies.
The Indexes each exclude any currency that is tied directly to the
U.S. Dollar (e.g., Hong Kong Dollar) and limit the percentage
weighting of the Chinese Yuan Renminbi (``CNY'') to three percent of
the total weight of each Index, because the CNY is heavily managed
by the Chinese government. The Indexes also exclude any currency
that would receive a weighting of less than two percent of the
Indexes, based on the relative weighting formula described above.
The Exchange states that, as of December 31, 2012 (the date of
the most recent rebalancing of the Indexes), the components of each
index were the following: Euro (34.3%); Japanese Yen (16.2%);
Canadian Dollar (12.0%); British Pound (9.9%); Mexican Peso (8.5%);
Australian Dollar (5.5%); Swiss Franc (4.9%); Korean Won (3.6%); CNY
(3.0%); and Singapore Dollar (2.2%).
---------------------------------------------------------------------------

According to the Exchange, the Bloomberg US Dollar Index and,
accordingly, the Bloomberg USD TR Index and the Bloomberg Inverse USD
TR Index are constructed as follows. First, to be considered for the
Index, currencies must rank high in terms of their countries' or
regions' contribution to overall trade in the U.S. or have high
standing in terms of rank in foreign exchange trading volume, although
they must have influence in both categories. The basket of currencies
composing the index will be selected and weighted using the U.S. trade
volume reported by the Federal Reserve \11\ as a proxy for contribution
to trade flows and foreign exchange turnover as reported in the BIS
Survey as a proxy for foreign exchange liquidity.\12\ Countries and
their respective currencies relative to the U.S. Dollar are ranked in
terms of their contribution to overall U.S. trade and the percentage of
overall transaction volume for their currencies. Exposure to individual
currencies whose movement has been largely regulated by their
government will be capped at three percent, and currencies with
preliminary weights of less than two percent are removed. The final
weights are then derived by distributing the weight to the remaining
currencies in proportion to the preliminary weights. Currencies that
are strictly tied to the U.S. Dollar will be excluded.
---------------------------------------------------------------------------

\11\ The Exchange notes that data used by the Index Sponsor to
determine trading volumes in each currency will derive from the
Federal Reserve Release. See id.
\12\ The Exchange notes that transactional volume will be
derived from the BIS Survey. See supra note 10.
---------------------------------------------------------------------------

The Bloomberg USD TR Index's annual rebalance is done in December
every year with a reference date of the third Friday of the month and a
rebalance date after the close of the last U.S. trading date of the
month. The Bloomberg US Dollar Index value is published real time under
the ticker BBDXY on Bloomberg. The Bloomberg USD TR Index (BBDXT) value
is generated once a day.
The DI Bear Fund will be an actively managed fund that seeks to
provide total returns, before expenses, that exceed the performance of
the Bloomberg Inverse USD TR Index. According to the Exchange, the
Bloomberg Inverse USD TR Index is based on the Bloomberg US Dollar
Index (as described above), which tracks changes in the value of the

[[Page 75408]]

U.S. Dollar against a basket of developed and emerging market
currencies that have the highest liquidity in the currency markets and
the biggest trade flows with the U.S. The Exchange states that the
Bloomberg Inverse USD TR Index additionally incorporates the impact of
short-term interest rates in the global currencies and that the
Bloomberg Inverse USD TR Index is structured to potentially rise as
global currencies appreciate relative to the U.S. Dollar.
The Bloomberg Inverse USD TR Index's annual rebalance is done in
December every year with a reference date of the third Friday of the
month and a rebalance date after the close of the last U.S. trading
date of the month. The Bloomberg Inverse USD TR Index (BBDXI) value is
generated once a day.
According to the Exchange, the Indexes seek contrasting positions
in the same currencies and the same weightings. The Bloomberg USD TR
Index seeks to potentially benefit from a rise in the U.S. Dollar
against a basket of currencies, while the Bloomberg Inverse USD TR
Index seeks to potentially benefit from a fall in the U.S. Dollar
against the same basket of currencies. The eligibility criteria for
each of the Indexes and the method of weighting the Indexes are the
same.

Investment Methodologies of the Funds

DI Bull Fund
Under normal circumstances,\13\ the DI Bull Fund will invest at
least 80% of its net assets in U.S.-issued and non-U.S.-issued money
market securities,\14\ other U.S. government and investment grade non-
U.S. government securities (i.e., that are longer term than money
market securities) and short-term investment grade corporate debt
securities,\15\ as well as positions in currency forward contracts,\16\
listed currency options and listed currency futures,\17\ currency swap
agreements,\18\ and spot currencies. According to the Exchange, these
investments are designed to provide a long exposure that is similar to
price movements in the Bloomberg USD TR Index with the incorporation of
relative interest rates in the United States and instruments in other
representative countries.\19\ The DI Bull Fund will seek this exposure
through investments in money market securities combined with a similar
size notional position in currency forwards and currency futures in the
individual component currencies of the Bloomberg USD TR Index. The
Exchange states that, if a sufficiently liquid futures contract on the
Bloomberg USD TR Index or a related index is later developed, the Fund
may invest in that futures contract as a substitute for, or as a
complement to, futures contracts or forward contracts on the individual
currencies in the Bloomberg USD TR Index. Although the Fund may invest
in spot currencies, listed currency options, and currency swaps,
investments in these instruments are expected to be limited, in each
case to not more than 20% of Fund net assets. If, subsequent

[[Page 75409]]

to an investment, the 80% requirement is no longer met, the DI Bull
Fund's future investments will be made in a manner that will bring the
Fund into compliance with this policy. The Fund's investments in
forward contracts, listed options and listed futures contracts, and
swap agreements will be backed by investments in U.S. issued money
market securities, longer-term U.S. government securities, or other
liquid assets (e.g., commercial paper) in an amount equal to the
exposure of these contracts.
---------------------------------------------------------------------------

\13\ The Exchange defines ``under normal circumstances'' to
include, without limitation, 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.
\14\ The Exchange defines the term ``money market securities''
to 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 U.S. government
and non-U.S. government securities; money market mutual funds; and
deposit and other obligations of U.S. and non-U.S. banks and
financial institutions. All money market securities acquired by a
Fund will be rated investment grade, except that a 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. The determination by the Adviser or the Sub-
Adviser that an unrated security is of comparable quality to another
security rated investment grade will be based on, among other
factors, a comparison between the unrated security and securities
issued by similarly situated companies to determine where in the
spectrum of credit quality the unrated security would fall. The
Adviser or Sub-Adviser would also perform an analysis of the unrated
security and its issuer similar, to the extent possible, to that
performed by a nationally recognized statistical rating organization
(``NRSRO'') in rating similar securities and issuers. See Credit
Analysis of Portfolio Securities, Commission No-Action Letter (May
8, 1990).
The Exchange states that the term ``investment grade,'' for
purposes of money market securities only, is intended to mean
securities rated A1 or A2 by one or more NRSROs. The exchange
further states that the term ``U.S.-issued money market securities''
means money market securities issued or guaranteed by the U.S.
government, repurchase agreements backed by the U.S. government
securities, and U.S.-based money market mutual funds and deposits
and other obligations of financial institutions organized or having
their principal place of business in the U.S. According to the
Exchange, the term ``non-U.S.-issued money market securities'' means
money market securities issued or guaranteed by a non-U.S.
government, repurchase agreements backed by non-U.S. government
securities, non-U.S.-based money market mutual funds, and deposits
and other obligations of financial institutions organized or having
their principal place of business outside the U.S.
\15\ According to the Adviser, ``investment grade'' means
securities (other than money market securities) rated in the Baa/BBB
categories or above by one or more NRSROs. If a security is rated by
multiple NRSROs and receives different ratings, the Fund will treat
the security as being rated in the highest rating category received
from an NRSRO. Rating categories may include sub-categories or
gradations indicating relative standing.
\16\ A currency forward contract is an agreement to buy or sell
a specific currency on a future date at a price set at the time of
the contract. Each of the Funds will invest only in currencies, and
instruments that provide exposure to those currencies, that have
significant foreign exchange turnover and are included in the BIS
Survey. To the extent a Fund invests in currencies, each Fund will
invest in currencies, and instruments that provide exposure to those
currencies, explicitly listed on Table 3 in the BIS Survey.
\17\ The Exchange represents that exchange-listed currency
options in which each of the Funds may invest will be listed on
exchanges in the U.S. or the United Kingdom. In addition, the
exchange-listed futures contracts in which each of the Funds may
invest will be listed on exchanges in the U.S., the United Kingdom,
Hong Kong, or Singapore. According to the Exchange, each of the
United Kingdom's primary financial markets regulator, the Financial
Conduct 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 financial regulators. Both the Commission and the Commodity
Futures Trading Commission are signatories to the IOSCO MMOU.
The Exchange represents that each of the exchange-listed
currency options and exchange-listed futures contracts in which a
Fund may invest will be listed on exchanges that are members of the
Intermarket Surveillance Group or on an exchange with which the
Exchange has entered into a comprehensive surveillance sharing
agreement.
\18\ A currency swap agreement is a foreign exchange agreement
between two counterparties to exchange aspects (i.e., the principal
and interest payments) of a loan in one currency for equivalent
aspects of an equal in net present value loan in another currency.
The Exchange represents that the market for currency swaps in which
each of the Funds will invest is highly liquid.
\19\ The Exchange states that, to the extent practicable, the
Funds will invest in swaps cleared through the facilities of a
centralized clearing house. The Funds may also invest in money
market securities that may serve as collateral for the futures
contracts, currency options, forward contracts, and currency swap
agreements.
The Exchange further states that the Adviser or Sub-Adviser will
also attempt to mitigate each Fund's credit risk by transacting only
with large, well-capitalized institutions using measures designed to
determine the creditworthiness of the counterparty. The Adviser or
Sub-Adviser will take various steps to limit counterparty credit
risk that will be described in the Registration Statement. Each Fund
will enter into forward contracts and swap agreements only with
financial institutions that meet certain credit quality standards
and monitoring policies. Each Fund may also use various techniques
to minimize credit risk, including early termination or reset and
payment, using different counterparties, and limiting the net amount
due from any individual counterparty. The Funds generally will
collateralize forward contracts and swap agreements with cash or
certain securities. The collateral will generally be held for the
benefit of the counterparty in a segregated tri-party account at the
custodian to protect the counterparty against non-payment by the
Fund. In the event that a counterparty defaults and a Fund is owed
money in the forward contract or swap transaction, the applicable
Fund will seek withdrawal of the collateral from the segregated
account and may incur certain costs exercising its right with
respect to the collateral.
---------------------------------------------------------------------------

The Exchange notes that positioning for a stronger U.S. Dollar
through a mixture of these securities and financial instruments is
intended to provide a return reflective of the changes in the U.S.
Dollar against the specified currencies, the U.S. cash rate, and the
spread of U.S. interest rates against foreign interest rates.
The Fund may invest directly in foreign currencies in the form of
bank and financial institution deposits, certificates of deposit, and
bankers acceptances denominated in a specified non-U.S. currency, and
the Fund may enter into foreign currency exchange transactions. As
stated above, the Fund may also conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market.
In order to reduce interest rate risk, the Fund will generally
maintain a weighted average portfolio maturity with respect to money
market securities of 180 days or less on average (not to exceed 18
months) and will not purchase any money market securities with a
remaining maturity of more than 397 calendar days. The ``average
portfolio maturity'' of the Fund will be the average of all current
maturities of the individual securities in the Fund's portfolio. The
Fund's actual portfolio duration may be longer or shorter depending on
market conditions.
The Exchange represents that the Fund's fixed-income investment
portfolio will meet the listing criteria for index-based, fixed-income
exchange-traded funds contained in NYSE Arca Equities Rule 5.2(j)(3),
Commentary .02.\20\
---------------------------------------------------------------------------

\20\ See NYSE Arca Equities Rule 5.2(j)(3), Commentary .02
governing fixed-income based Investment Company Units. The
requirements of Rule 5.2(j)(3), Commentary .02(a) include the
following: (i) The index or portfolio must consist of Fixed Income
Securities (as defined generally to include the Fund's holdings in
money market and other fixed-income securities) (Rule 5.2(j)(3),
Commentary .02(a)(1)); (ii) components that in the aggregate account
for at least 75% of the weight of the index or portfolio must each
have a minimum original principal amount outstanding of $100 million
or more (Rule 5.2(j)(3), Commentary .02(a)(2)); (iii) a component
may be a convertible security, however, once the convertible
security converts to an underlying equity security, the component is
removed from the index or portfolio (Rule 5.2(j)(3), Commentary
.02(a)(3)); (iv) no component fixed-income security (excluding
Treasury Securities) will represent more than 30% of the weight of
the index or portfolio, and the five highest weighted component
fixed-income securities will not in the aggregate account for more
than 65% of the weight of the index or portfolio (Rule 5.2(j)(3),
Commentary .02(a)(4)); and (v) an underlying index or portfolio
(excluding exempted securities) must include securities from a
minimum of 13 non-affiliated issuers (Rule 5.2(j)(3), Commentary
.02(a)(5)).
---------------------------------------------------------------------------

DI Bear Fund
Under normal circumstances,\21\ the DI Bear Fund will invest at
least 80% of its net assets in money market securities, other U.S.
government and investment grade non-U.S. government securities (i.e.,
securities that are longer term than money market securities) and
short-term investment grade corporate debt securities \22\ and
positions in currency forward contracts,\23\ listed currency options
and currency futures,\24\ currency swap agreements,\25\ and spot
currencies. According to the Exchange, these investments are designed
to provide a short exposure that is similar to price movements in the
Bloomberg Inverse USD TR Index with the incorporation of relative
interest rates in the United States and instruments in other
representative countries.\26\ The DI Bear Fund will seek this exposure
through investments in money market securities combined with a similar
size notional position in currency forwards and currency futures in the
individual component currencies of the Bloomberg Inverse USD TR Index.
The Exchange states that, if a sufficiently liquid futures contract on
the Bloomberg Inverse USD TR Index or a related index is later
developed, the Fund may invest in that futures contract as a substitute
for, or complement to, futures contracts or forward contracts on the
individual component currencies of the Bloomberg Inverse USD TR Index.
Although the Fund may invest in spot currencies, currency options, and
currency swaps, investments in these instruments are expected to be
limited, in each case to not more than 20% of Fund net assets. If,
subsequent to an investment, the 80% requirement is no longer met, the
DI Bear Fund's future investments will be made in a manner that will
bring the Fund into compliance with this policy. The Fund's investments
in forward contracts, listed options contracts, listed futures
contracts, and swap agreements will be backed by investments in U.S.
issued money market securities, longer-term U.S. government securities,
or other liquid assets (e.g., commercial paper) in an amount equal to
the exposure of these contracts.
---------------------------------------------------------------------------

\21\ See supra note 13.
\22\ See supra note 15.
\23\ See supra note 16.
\24\ See supra note 17.
\25\ See supra note 18.
\26\ See supra note 19.
---------------------------------------------------------------------------

The Exchange states that positioning for a weaker U.S. Dollar
through a mixture of these securities and financial instruments is
intended to provide a return reflective of the change in the basket of
currencies relative to the U.S. Dollar, the rate of U.S.-issued money
market securities, and the spread of foreign interest rates over the
U.S. Dollar.
The Fund may invest directly in foreign currencies in the form of
bank and financial institution deposits, certificates of deposit, and
bankers acceptances denominated in a specified non-U.S. currency, and
the Fund may enter into foreign currency exchange transactions. As
stated above, the Fund may also conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market.
In order to reduce interest rate risk, the Fund will generally
maintain a weighted average portfolio maturity with respect to money
market securities of 180 days or less on average (not to exceed 18
months) and will not purchase any money market securities with a
remaining maturity of more than 397 calendar days. The ``average
portfolio maturity'' of the Fund will be the average of all current
maturities of the individual securities in the Fund's portfolio. The
Fund's actual portfolio duration may be longer or shorter depending on
market conditions.
The Exchange notes that the Fund's investment portfolio in fixed-
income securities will meet the listing criteria for index-based,
fixed-income exchange-traded funds contained in NYSE Arca Equities Rule
5.2(j)(3), Commentary .02.\27\
---------------------------------------------------------------------------

\27\ See supra note 20.
---------------------------------------------------------------------------

CC Bear Fund
According to the Exchange, the CC Bear Fund will be an actively-
managed fund that seeks to provide total returns reflective of changes
in the value of the U.S. Dollar relative to the currencies of selected
commodity exporters and the difference between the relative short-term
interest rates in the United States and comparable interest rates
available for the investments in the currencies of those selected
commodity exporters. The CC Bear Fund will seek to potentially benefit
from appreciation in the U.S. Dollar relative to the selected

[[Page 75410]]

commodity currencies. According to the Exchange, the term ``commodity
currency'' generally means the currency of a country whose economic
success is commonly identified with the production and export of
commodities (such as precious metals, oil, agricultural products, or
other raw materials) and whose value is closely linked to the value of
such commodities. The Exchange states that these countries currently
include Australia, Brazil, Canada, Chile, Indonesia, Mexico, New
Zealand, Norway, Russia, and South Africa.
According to the Exchange, under normal circumstances,\28\ the CC
Bear Fund will invest at least 80% of its net assets, plus the amount
of any borrowings for investment purposes, in investments that are tied
economically to selected commodity producing countries available to
U.S. investors that make a significant contribution to the global
export of commodities. Such investments may include a combination of
positions in money market securities, other U.S. government and
investment grade non-U.S. government securities (i.e., securities that
are longer term than money market securities) and short-term investment
grade corporate debt securities,\29\ with investments in currency
forwards,\30\ listed currency options and listed currency futures,\31\
currency swaps,\32\ and spot currencies to provide exposure to the
change in value of the U.S. dollar relative to selected commodity
currencies.\33\ The CC Bear Fund will seek this exposure through
investments in money market securities combined with a similar size
notional position in currency forwards and currency futures in the
individual selected currencies. Although the Fund may invest in spot
currencies, listed currency options, and currency swaps, investments in
these instruments are expected to be limited, in each case to not more
than 20% of Fund net assets. If, subsequent to an investment, the 80%
requirement is no longer met, the CC Bear Fund's future investments
will be made in a manner that will bring the Fund into compliance with
this policy.
---------------------------------------------------------------------------

\28\ See supra note 13.
\29\ See supra note 15.
\30\ See supra note 16.
\31\ See supra note 17.
\32\ See supra note 18.
\33\ See supra note 19.
---------------------------------------------------------------------------

The Fund's investments in forward contracts, listed options
contracts, listed futures contracts, and currency swap agreements will
be backed by investments in U.S. issued money market securities,
longer-term U.S. government securities, or other liquid assets (e.g.,
commercial paper) in an amount equal to the exposure of these
contracts.
In addition to seeking broad exposure to the movements in the U.S.
Dollar relative to the commodity currencies, the Fund intends to seek
exposure across currencies correlated to each of their key commodity
groups: Industrial metals; precious metals; energy; agriculture; and
livestock. The CC Bear Fund generally will invest only in currencies
that ``float'' relative to other currencies.\34\ The Fund will invest
only in currencies that it deems sufficiently liquid and accessible.
---------------------------------------------------------------------------

\34\ The Exchange states that the value of a floating currency
is largely determined by supply and demand and prevailing market
rates. In contrast, the value of a ``fixed'' currency is generally
set by a government or central bank at an official exchange rate.
The Fund therefore, according to the Exchange, generally does not
intend to invest in the currency of certain major commodity
producers, such as China, Saudi Arabia, and the United Arab
Emirates, since their respective currencies are fixed or otherwise
closely linked to the U.S. Dollar.
---------------------------------------------------------------------------

The Fund may invest directly in foreign currencies in the form of
bank and financial institution deposits, certificates of deposit, and
bankers acceptances denominated in a specified non-U.S. currency, and
may enter into foreign currency exchange transactions. As stated above,
the Fund may also conduct its foreign currency exchange transactions on
a spot (i.e., cash) basis at the spot rate prevailing in the foreign
currency exchange market.
The Exchange states that positioning for a stronger U.S. Dollar
through a mixture of these securities and financial instruments is
intended to provide a return reflective of the changes in the U.S.
Dollar against the specified currencies, the U.S. cash rate, and the
spread of foreign interest rates against U.S. interest rates.
In order to reduce interest rate risk, the Fund will generally
maintain a weighted average portfolio maturity with respect to money
market securities of 90 days or less. The ``average portfolio
maturity'' of the Fund will be the average of all current maturities of
the individual securities in the Fund's portfolio. The Fund's actual
portfolio duration may be longer or shorter depending on market
conditions.
The CC Bear Fund is actively-managed and is not tied to an index.
The Exchange notes, however, that the Fund's investment portfolio in
fixed-income securities will meet the listing criteria for index-based,
fixed-income exchange-traded funds contained in NYSE Arca Equities Rule
5.2(j)(3).\35\
---------------------------------------------------------------------------

\35\ See supra note 20.
---------------------------------------------------------------------------

Other Investments

Each Fund reserves the right to invest in fixed-income securities
and cash, without limitation, as determined by the Adviser or Sub-
Adviser in response to adverse market, economic, political, or other
conditions. Each Fund may also ``hedge'' or minimize its respective
exposures to one or more foreign currencies in response to such
conditions.
While each Fund, under normal circumstances, will invest at least
80% of its net assets in securities and other financial instruments as
described above, each Fund may invest its remaining assets in other
securities and financial instruments, as generally described below.
Each Fund may invest in the securities of other investment
companies and exchange-traded products, including other exchange-traded
funds registered under the 1940 Act (collectively, ``ETPs'').\36\
---------------------------------------------------------------------------

\36\ According to the Exchange, when used herein, ETPs may
include, without limitation, Investment Company Units (as described
in NYSE Arca Equities Rule 5.2(j)(3)); Index-Linked Securities (as
described in NYSE Arca Equities Rule 5.2.(j)(6)); Portfolio
Depositary Receipts (as described in NYSE Arca Equities Rule 8.100);
Trust-Issued Receipts (as described in NYSE Arca Equities Rule
8.200); Commodity-Based Trust Shares (as described in NYSE Arca
Equities Rule 8.201); Currency Trust Shares (as described in NYSE
Arca Equities Rule 8.202); Commodity Index Trust Shares (as
described in NYSE Arca Equities Rule 8.203); Trust Units (as
described in NYSE Arca Equities Rule 8.500); and Managed Fund Shares
(as described in NYSE Arca Equities Rule 8.600). The ETPs in which
the Funds may invest all will be listed and traded on U.S.
registered exchanges. The Funds will invest in the securities of
ETPs registered under the 1940 Act consistent with the requirements
of Section 12(d)(1) of the 1940 Act or any rule, regulation or order
of the Commission or interpretation thereof. The Funds will only
make such investments in conformity with the requirements of Section
817 of the Internal Revenue Code of 1986. The ETPs in which the
Funds may invest will primarily be indexed-based exchange-traded
funds that hold substantially all of their assets in securities
representing a specific index. While the Funds may invest in inverse
ETPs, the Funds will not invest in leveraged (e.g., 2X, -2X, 3X, or
-3X) ETPs.
---------------------------------------------------------------------------

Each Fund may hold up to an aggregate of 15% of its net assets in
illiquid securities (calculated at the time of investment), including
Rule 144A securities deemed illiquid by the Adviser or Sub-Adviser in
accordance with Commission guidance.\37\ Each

[[Page 75411]]

Fund will monitor its portfolio liquidity on an ongoing basis to
determine whether, in light of current circumstances, an adequate level
of liquidity is being maintained and will consider taking appropriate
steps in order to maintain adequate liquidity if, through a change in
values, net assets, or other circumstances, more than 15% of a Fund's
net assets are held in illiquid securities. According to the Exchange,
illiquid securities include securities subject to contractual or other
restrictions on resale and other instruments that lack readily
available markets as determined in accordance with Commission staff
guidance.
---------------------------------------------------------------------------

\37\ Each Fund's Sub-Adviser will be responsible for complying
with the Fund's restrictions on investing in illiquid securities. In
doing that, the Sub-Adviser will make ongoing determinations about
the liquidity of Rule 144A securities that the respective Fund may
invest in. In reaching liquidity decisions, the Sub-Adviser may
consider the following factors: The frequency of trades and quotes
for the security; the number of dealers wishing to purchase or sell
the security and the number of other potential purchasers and dealer
undertakings to make a market in the security; and the nature of the
security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers,
and the mechanics of transfer).
---------------------------------------------------------------------------

Each of the Funds intends to qualify each year as a regulated
investment company under Subchapter M of the Internal Revenue Code of
1986, as amended.\38\ In addition, none of the Funds will concentrate
25% or more of the value of its respective 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 its agencies
and instrumentalities). Moreover, none of the Funds will invest in any
non-U.S. equity securities. Each Fund's investments will be consistent
with the Fund's respective investment objective and will not be used to
enhance leverage.
---------------------------------------------------------------------------

\38\ 26 U.S.C. 851.
---------------------------------------------------------------------------

Additional information regarding the individual Funds, investment
strategies, risks, creation and redemption procedures, fees, portfolio
holdings and disclosure policies, dissemination of values, including
net asset value (``NAV''), and distributions, among other information,
can be found in the Notice and Registration Statement, as
applicable.\39\
---------------------------------------------------------------------------

\39\ See Notice and Registration Statement, supra notes 3 and 5,
respectively.
---------------------------------------------------------------------------

III. Discussion and Commission's Findings

After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of Section 6 of the Act \40\
and the rules and regulations thereunder applicable to a national
securities exchange.\41\ In particular, the Commission finds that the
proposal is consistent with Section 6(b)(5) of the Act,\42\ which
requires, among other things, that the Exchange's rules be designed to
promote just and equitable principles of trade, 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 Funds and the Shares must
comply with the initial and continued listing criteria in NYSE Arca
Equities Rule 8.600 for the Shares to be listed and traded on the
Exchange.
---------------------------------------------------------------------------

\40\ 15 U.S.C. 78f.
\41\ 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).
\42\ 17 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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,\43\ 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 (``CTA'') high-speed line. A Portfolio Indicative
Value, based upon the current value for the components of the Disclosed
Portfolio, will be updated and disseminated by one or more major market
data vendors at least every 15 seconds during the Core Trading Session
on the Exchange.\44\ 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 identities and quantities of
the portfolio of securities and other assets (``Disclosed Portfolio'')
held by each Fund that will form the basis for each Fund's calculation
of NAV at the end of the business day. The Disclosed Portfolio will
include, as applicable, the names, quantity, percentage weighting, and
market value of money market securities and other assets held by the
Fund and the characteristics of these assets. The NAV of each Fund will
be calculated and determined at the close of regular trading session on
the Exchange (ordinarily 4:00 p.m. E.T.) on each day that the Exchange
is open. The Exchange states that, in calculating a Fund's NAV per
Share, the Fund's investment will generally be valued using market
valuations.\45\ The Exchange represents that the intra-day executable
price quotations on money market securities and other Fund fixed-income
securities, currency forwards, currency options, currency futures,
currency swaps, and foreign exchange are available from major broker-
dealer firms. Price information for listed currency options, listed
currency futures, and ETPs is available from the exchange on which they
trade. Intra-day price information is also available through
subscription services, such as Bloomberg and Thomson Reuters, which can
be accessed by authorized participants and other investors. Information
regarding market price and volume of the Shares will be continually
available on a real-time basis throughout the day on brokers' computer
screens and other electronic services. The Web site for the Funds will
include a form of the prospectus for the Funds and additional data
relating to NAV and other applicable quantitative information.
---------------------------------------------------------------------------

\43\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
\44\ According to the Exchange, several major market data
vendors display and make widely available Portfolio Indicative
Values taken from the CTA or other data feeds. The Exchange notes
that, during hours when the markets for money market securities in a
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.
\45\ According to the Exchange, market valuation generally means
a valuation (i) obtained from an exchange, a pricing service, or a
major market maker (or dealer), (ii) based on a price quotation or
other equivalent indication of value supplied by an exchange, a
pricing service, or a major market maker or dealer, or (iii) based
on amortized cost, for securities with remaining maturities of 60
days or less. The Exchange represents that International Data
Corporation is expected to be the primary price source for each
Fund's assets. Each Fund may also rely, however, on other recognized
third-party pricing sources, including without limitation,
Bloomberg, WM Reuters, JP Morgan, Markit, and JJ Kenney, to provide
prices for certain asset categories including, among others,
currency swaps, currency forward contracts, spot currencies, and
corporate securities, in each case as approved or ratified, from
time to time, by the applicable Fund's board of trustees. Exchange
listed instruments will be valued, based on the end-of-day exchange
prices of those instruments. In addition, fixed-income assets may be
valued as of the announced closing time for trading in fixed-income
instruments on any day that the Securities Industry and Financial
Markets Association (or the applicable exchange or market on which
the applicable Fund's investments are traded) announces an early
closing time.
---------------------------------------------------------------------------

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 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. Trading in Shares of the Fund will be
halted if the circuit breaker parameters in NYSE Arca Equities Rule
7.12 have been reached or because of market

[[Page 75412]]

conditions or for reasons that, in the view of the Exchange, make
trading in the Shares inadvisable,\46\ and trading in the Shares will
be subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which sets forth
additional circumstances under which Shares of the Fund may be halted.
The Exchange states that it has a general policy prohibiting the
distribution of material, non-public information by its employees.
Consistent with NYSE Arca Equities Rule 8.600(d)(2)(B)(ii), the
Reporting Authority must 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 Funds'
portfolios. In addition, the Exchange states that the Sub-Adviser has
implemented a ``fire wall'' with respect to its affiliated broker-
dealers regarding access to information concerning the composition of
or changes to each Fund's portfolio.\47\ The Commission also notes that
the Financial Industry Regulatory Authority (``FINRA''), on behalf of
the Exchange, will communicate as needed regarding trading in the
Shares with other markets that are members of the Intermarket
Surveillance Group (``ISG'') or with which the Exchange has in place a
comprehensive surveillance sharing agreement. Moreover, prior to the
commencement of trading, the Exchange will inform its Equity Trading
Permit Holders in an Information Bulletin of the special
characteristics and risks associated with trading the Shares.
---------------------------------------------------------------------------

\46\ These reasons may include: (1) The extent to which trading
is not occurring in the securities or the financial instruments
composing the Disclosed Portfolio of a Fund; or (2) whether other
unusual conditions or circumstances detrimental to the maintenance
of a fair and orderly market are present.
\47\ See supra note 9 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 (``Advisers
Act''). As a result, the Adviser, the 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 the 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.
---------------------------------------------------------------------------

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 the following:
(1) The Shares will be subject to 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 represents that trading in the Shares will be
subject to the existing trading surveillances, administered by FINRA on
behalf of the Exchange, which are designed to detect violations of
Exchange rules and applicable federal securities laws and 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
further represents that FINRA, on behalf of the Exchange, will
communicate as needed regarding trading in the Shares, ETPs, futures
contracts, and options contracts with other markets and other entities
that are members of the ISG, and FINRA, on behalf of the Exchange, may
obtain trading information regarding trading in the Shares, ETPs,
futures contracts, and options contracts from these markets and other
entities. In addition, the Exchange may obtain information regarding
trading in the Shares, ETPs, futures contracts, and options contracts
from markets and other entities that are members of ISG or with which
the Exchange has in place a comprehensive surveillance sharing
agreement. The ETPs, currency options, and currency futures held by the
Funds all will be traded on registered exchanges that are ISG members
or with which the Exchange has in place a comprehensive surveillance
sharing agreement.
(4) Prior to the commencement of trading, the Exchange will inform
its Equity Trading Permit Holders in an Information Bulletin of the
special characteristics and risks associated with trading the Shares.
Specifically, the Information Bulletin will discuss the following: (1)
The procedures for purchases and redemptions of Shares in creation unit
aggregations (and that Shares are not individually redeemable); (2)
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence
on its Equity Trading Permit 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
Equity Trading Permit Holders deliver a prospectus to investors
purchasing newly issued Shares prior to or concurrently with the
confirmation of a transaction; and (6) trading information.
(5) For initial and continued listing, the Funds must be in
compliance with Rule 10A-3 under the Act,\48\ as provided by NYSE Arca
Equities Rule 5.3.
---------------------------------------------------------------------------

\48\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

(6) None of the Funds will invest in non-U.S. equity securities.
(7) Each Fund may hold up to an aggregate of 15% of its net assets
in illiquid securities (calculated at the time of investment),
including Rule 144A securities deemed illiquid by the Adviser or Sub-
Adviser in accordance with Commission guidance.\49\
---------------------------------------------------------------------------

\49\ See supra note 37.
---------------------------------------------------------------------------

(8) To the extent practicable, the Funds will invest in swaps
cleared through the facilities of a centralized clearing house. The
Adviser or Sub-Adviser will also attempt to mitigate each Fund's credit
risk by transacting only with large, well-capitalized institutions
using measures designed to determine the creditworthiness of the
counterparty.\50\
---------------------------------------------------------------------------

\50\ See supra note 19.
---------------------------------------------------------------------------

(9) Each of the exchange-listed currency options and exchange-
listed futures contracts in which a Fund may invest will be listed on
exchanges that are members of ISG or on an exchange with which the
Exchange has entered into a comprehensive surveillance sharing
agreement.
(10) Although the Funds may invest in spot currencies, listed
currency options, and currency swaps, investments in these instruments
are expected to be limited, in each case to not more than 20% of a
Fund's net assets. Each Fund's investments in forward contracts, listed
options and listed futures contracts, and swap agreements will be
backed by investments in U.S. issued money market securities, longer-
term U.S. government securities, or other liquid assets (e.g.,
commercial paper) in an amount equal to the exposure of these
contracts.

[[Page 75413]]

(11) Each Fund's fixed-income investment portfolio will meet the
listing criteria for index-based, fixed-income exchange-traded funds
contained in NYSE Arca Equities Rule 5.2(j)(3), Commentary .02.
(12) Each Fund's investments will be consistent with that Fund's
investment objective and will not be used to enhance leverage.
(13) A minimum of 100,000 Shares of each Fund will be outstanding
at the commencement of trading on the Exchange.
This approval order is based on all of the Exchange's
representations, including those set forth above and in the Notice, and
the Exchange's description of the Funds.
For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act \51\ and the
rules and regulations thereunder applicable to a national securities
exchange.
---------------------------------------------------------------------------

\51\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\52\ that the proposed rule change (SR-NYSEArca-2013-101), be, and
it hereby is, approved.
---------------------------------------------------------------------------

\52\ 15 U.S.C. 78s(b)(2).
\53\ 17 CFR 200.30-3(a)(12).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\53\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-29491 Filed 12-10-13; 8:45 am]
BILLING CODE 8011-01-P