8312 Federal Register / Vol. 77, No. 30 / Tuesday, February 14, 2012 / Notices 

17 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The Penny Pilot was established in March 2008 

and in October 2009 was expanded and extended 

through June 30, 2012. See Securities Exchange Act 

Release Nos. 57579 (March 28, 2008), 73 FR 18587 

(April 4, 2008) (SR–NASDAQ–2008–026) (notice of 

filing and immediate effectiveness establishing 

Penny Pilot); 60874 (October 23, 2009), 74 FR 56682 

(November 2, 2009) (SR–NASDAQ–2009–091) 

(notice of filing and immediate effectiveness 

expanding and extending Penny Pilot); 60965 

(November 9, 2009), 74 FR 59292 (November 17, 

2009) (SR–NASDAQ–2009–097) (notice of filing 

and immediate effectiveness adding seventy-five 

classes to Penny Pilot); 61455 (February 1, 2010), 

75 FR 6239 (February 8, 2010) (SR–NASDAQ– 

2010–013) (notice of filing and immediate 

effectiveness adding seventy-five classes to Penny 

Pilot); 62029 (May 4, 2010), 75 FR 25895 (May 10, 

2010) (SR–NASDAQ–2010–053) (notice of filing 

and immediate effectiveness adding seventy-five 

classes to Penny Pilot); 65969 (December 15, 2011, 

76 FR 79268 (December 21, 2011) (SR–NASDAQ– 

2011–169) (notice of filing and immediate 

effectiveness extension and replacement of Penny 

Pilot). See also Exchange Rule Chapter VI, Section 

5. 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro/shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for 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 

a.m. and 3 p.m. Copies of such filing 

will also 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–BATS– 

2012–006 and should be submitted on 

or before March 6, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–3332 Filed 2–13–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66360; File No. SR– 

NASDAQ–2012–022] 

Self-Regulatory Organizations; 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Options Fees 

February 8, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

31, 2012, The NASDAQ Stock Market 

LLC (‘‘NASDAQ’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by NASDAQ. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The NASDAQ Stock Market LLC 

proposes to modify Chapter XV, entitled 

‘‘Option Fees,’’ at Sec. 2 governing 

pricing for NASDAQ members using the 

NASDAQ Options Market (‘‘NOM’’), 

NASDAQ’s facility for executing and 

routing standardized equity and index 

options. Specifically, NOM proposes to 

amend the applicability of the Customer 

Rebate to Add Liquidity and Fee for 

Removing Liquidity for the Penny Pilot 3

Options (‘‘Penny Options’’). 

While changes to the Fee Schedule 

pursuant to this proposal are effective 

upon filing, the Exchange has 

designated these changes to be operative 

on February 1, 2012. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http:// 

www.nasdaq.cchwallstreet.com, at the 

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 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change. The text of 

these statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

NASDAQ proposes to modify Chapter 

XV, entitled ‘‘Option Fees,’’ at Sec. 2 

governing the rebates and fees assessed 

for option orders entered into NOM. 

Specifically, the Exchange is proposing 

to modify the four tier structure for 

paying Customer Rebates to Add 

Liquidity in Penny Pilot Options. The 

Exchange proposes to increase the tiers 

to five tiers and further incentivize 

NOM Participants to route Customer 

orders to the Exchange by paying an 

additional rebate for certain orders after 

the NOM Participant has met a volume 

criteria. The Exchange believes that 

incentivizing NOM Participants to send 

additional Customer orders to the 

Exchange will benefit all market 

participants by adding liquidity to the 

market. 

Specifically, the Exchange currently 

pays a Customer Rebate to Add 

Liquidity in Penny Pilot Options based 

on the following tier structure: 

Monthly volume Rebate to add 

liquidity 

Tier 1 ................. Participant adds Customer liquidity of up to 49,999 contracts per day in a month ........................................ $0.26 

Tier 2 ................. Participant adds Customer liquidity of 50,000 or more contracts per day in a month .................................... 0.42 

Tier 3 a ............... Participant adds (1) Customer liquidity of 100,000 or more contracts per day in a month, and (2) NOM 

Market Maker liquidity of 40,000 or more contracts per day in a month.

0.43 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 77, No. 30 / Tuesday, February 14, 2012 / Notices 8313 

4This rebate is in addition to the rebate for the 

qualifying tier. 

5 15 U.S.C. 78f. 

6 15 U.S.C. 78f(b)(4). 

7The Exchange adopted these monthly volume 

achievement tiers in September 2011. See Securities 

Exchange Act Release Nos. 65317 (September 12, 

2011), 76 FR 57778 (September 16, 2011) (SR– 

NASDAQ–2011–124), 65317 (September 12, 2011), 

76 FR 61129 (October 3, 2011) (SR–NASDAQ– 

2011–127) and 66126 (January 10, 2012), 77 FR 

2335 (January 17, 2012) (SR–NASDAQ–2012–003). 

Monthly volume Rebate to add 

liquidity 

Tier 4 b ............... Participant adds (1) Customer liquidity of 25,000 or more contracts per day in a month, and (2) the Participant has certified for the Investor Support Program set forth in Rule 7014; and (3) the Participant executed at least one order on NASDAQ’s equity market.0.40 

aFor purposes of Tier 3, the Exchange will aggregate the trading activity of separate NOM Participants when computing average daily volumes 

where 75 percent common ownership or control exists between NOM Participants. bFor purposes of Tier 4, the Exchange will allow a NOM Participant to qualify for the rebate if a NASDAQ member under common ownership 

with the NOM Participant has certified for the Investor Support Program and executed at least one order on NASDAQ’s equity market. Common 

ownership is defined as 75 percent common ownership or control. 

The Exchange proposes to amend the 

Customer Rebate to Add Liquidity in 

Penny Pilot Options to a five tier 

structure as follows: 

Monthly volume Rebate to add 

liquidity 

Tier 1 ................. Participant adds Customer liquidity of up to 14,999 contracts per day in a month ........................................ $0.26 

Tier 2 ................. Participant adds Customer liquidity of 15,000 to 49,999 contracts per day in a month ................................. 0.38 

Tier 3 ................. Participant adds Customer liquidity of 50,000 or more contracts per day in a month .................................... 0.42 

Tier 4 a ............... Participant adds (1) Customer liquidity of 100,000 or more contracts per day in a month, and (2) NOM 

Market Maker liquidity of 40,000 or more contracts per day in a month.

0.43 

Tier 5 b ............... Participant adds (1) Customer liquidity of 25,000 or more contracts per day in a month, (2) the Participant 

has certified for the Investor Support Program set forth in Rule 7014; and (3) the Participant executed 

at least one order on NASDAQ’s equity market.

0.40 

aFor purposes of Tier 4, the Exchange will aggregate the trading activity of separate NOM Participants when computing average daily volumes 

where 75 percent common ownership or control exists between NOM Participants. bFor purposes of Tier 5, the Exchange will allow a NOM Participant to qualify for the rebate if a NASDAQ member under common ownership 

with the NOM Participant has certified for the Investor Support Program and executed at least one order on NASDAQ’s equity market. Common 

ownership is defined as 75 percent common ownership or control. 

Currently, Tier 1 firms that add up to 

49,999 contracts per day in a month of 

liquidity, in a Penny Pilot Option, 

receive a rebate of $0.26 per contract. 

The Exchange is proposing to amend 

Tier 1 to change the contract amount to 

14,999 contracts with the same $0.26 

per contract rebate. Based on past 

experience, the Exchange anticipates 

that all firms currently receiving the 

$0.26 rebate will maintain their current 

level of rebate or achieve a higher rebate 

in Tier 2. 

The Exchange is proposing a new Tier 

2 with a $0.38 per contract rebate for 

firms that add Customer liquidity in 

Penny Pilot Options between 15,000 to 

49,999 contracts per day in a month. 

This proposed new tier would result in 

a greater rebate for current Tier 1 

Participants who add liquidity between 

15,000 and 49,999 contracts. 

The Exchange is not proposing any 

changes to current Tiers 2, 3 and 4 other 

than to rename them as Tiers 3, 4 and 

5, respectively. The Exchange would 

also make conforming amendments to 

current notes ‘‘a’’ and ‘‘b’’ to reference 

newly named Tiers 4 and 5, 

respectively, as well. 

The Exchange currently pays an 

additional $0.01 per contract rebate on 

each Customer order of 5,000 or more, 

displayed or non-displayed contracts, 

which adds liquidity in a Penny Pilot 

Option, as long as that NOM Participant 

has qualified for a rebate in Tier 2, 3 or 

4 for that month.4 The Exchange 

proposes to amend the language in the 

rule text to include ‘‘Tier 5’’ as well. 

The Exchange would continue to apply 

this additional $0.01 per contract rebate 

on all tiers except Tier 1. 

The Exchange also proposes to further 

incentivize NOM Participants by 

reducing the Customer Fee for 

Removing Liquidity in a Penny Pilot 

Option from $0.45 per contract to $0.44 

per contract. The Exchange believes that 

this decrease in the amount assessed a 

Customer to remove liquidity will also 

attract additional order flow to the 

Exchange. 

The Exchange is also proposing to 

make a typographical correction to the 

Fee Schedule to remove unnecessary 

punctuation. While changes to the Fee 

Schedule pursuant to this proposal are 

effective upon filing, the Exchange has 

designated these changes to be operative 

on February 1, 2012. 

2. Statutory Basis 

NASDAQ believes that the proposed 

rule changes are consistent with the 

provisions of Section 6 of the Act,5 in 

general, and with Section 6(b)(4) of the 

Act,6 in particular, in that it provides for 

the equitable allocation of reasonable 

dues, fees and other charges among 

members and issuers and other persons 

using any facility or system which 

NASDAQ operates or controls. 

The Exchange believes that the 

proposed new pricing tiers are 

reasonable, equitable and not unfairly 

discriminatory because they continue an 

existing program 7 to encourage brokerdealers acting as agent for Customer 

orders to select the Exchange as a venue 

to post Customer orders. The Exchange 

believes that its success at attracting 

Customer order flow benefits all market 

participants by improving the quality of 

order interaction and executions at the 

Exchange. The Exchange believes the 

existing monthly volume thresholds 

have incentivized firms that route 

Customer orders to the Exchange to 

increase Customer order flow to the 

Exchange. The Exchange desires to 

continue to encourage firms that route 

Customer orders to increase Customer 

order flow to the Exchange by offering 

greater Customer rebates for greater 

liquidity added to the Exchange. 

Specifically, the Exchange believes 

that the increased rebates would further 

incentivize firms to continue to send 

more Customer volume to the Exchange. 

mstockstill on DSK4VPTVN1PROD with NOTICES

8314 Federal Register / Vol. 77, No. 30 / Tuesday, February 14, 2012 / Notices 

8Specifically, those Participants adding between 

15,000 and 49,999 contracts per day in a month. 9 15 U.S.C. 78s(b)(3)(A)(ii). 

Today, the Exchange pays any Customer 

order up to 49,999 contracts per day in 

a given month a rebate of $0.26 per 

contract for adding liquidity in Penny 

Pilot Options. The Exchange would 

continue to pay this same rebate for Tier 

1 for any Customer order up to 14,999 

contracts per day in a given month that 

adds liquidity in Penny Pilot Options. 

Any Participant that adds between 

15,000 and 49,999 contracts per day in 

a month would receive an increased 

rebate of $0.38 per contract with this 

proposal (up from $0.26 per contract). 

The Exchange believes that its proposal 

to create a new Tier 2 and pay a greater 

rebate for certain Tier 1 orders is 

reasonable, equitable and not unfairly 

discriminatory because a greater rebate 

would incentivize NOM Participants to 

send a greater number of Customer 

orders that add liquidity in Penny Pilot 

Options between 15,000 and 49,999 

contracts, which in turn would benefit 

all market participants by increasing 

liquidity on NOM. Also, all NOM 

Participants transacting Customer orders 

continue to have the ability to earn a 

rebate on NOM because there is no 

minimum order requirement. 

The Exchange believes that it 

continues to be reasonable to offer a 

rebate of $0.01 per contract on each 

Customer order of 5,000 or more 

displayed or non-displayed contracts, 

which adds liquidity in a Penny Pilot 

Option, as long as that NOM Participant 

has qualified for a rebate in Tier 2, 3, 4 

and now 5 for that month. This $0.01 

per contract rebate is in addition to the 

rebate for the qualifying tier. With this 

proposal, more participants that are 

currently in Tier 1 would qualify for the 

additional rebate if they transacted a 

Customer order of 5,000 or more 

displayed or non-displayed contracts, 

which adds liquidity in Penny Pilot 

Options.8 The Exchange believes that 

this enhanced incentive, which will be 

available to a greater number of NOM 

Participants, will encourage those NOM 

Participants to send larger orders to the 

Exchange, which in turn would also 

assist those Participants that send 

Customer orders in Penny Pilot Options 

to earn higher rebates by qualifying for 

a higher tier as well as bringing 

additional liquidity to the Exchange. 

The Exchange further believes that 

continuing to limit the enhanced $0.01 

per contract rebate to firms qualifying 

for Tiers 2, 3, 4 or 5 (and not those that 

qualify for Tier 1) is equitable and not 

unfairly discriminatory because 

generally NOM Participants in proposed 

Tier 1 that add up to 14,999 contracts 

per day in a month are not sending 

Customer orders of 5,000 or more 

contracts. If those Participants in Tier 1 

sent three Customer orders of 5,000 or 

more per day in a given month to the 

Exchange, they would qualify for the 

Tier 2 rebate as well as the additional 

enhanced rebate. The Exchange believes 

that it is equitable and not unfairly 

discriminatory to incentivize those 

NOM Participants that qualify for higher 

volume tiers as they are the most likely 

to obtain the enhanced rebate and 

continue to send larger orders, which 

provides more liquidity to the 

Exchange. Finally, the Exchange would 

pay the enhanced rebate uniformly to 

those NOM Participants that qualify for 

Tiers 2, 3, 4 or 5 and meet the Customer 

order volume discussed herein for 

Penny Pilot Options. 

The Exchange also believes that it is 

reasonable to lower the Customer Fee 

for Removing Liquidity in Penny Pilot 

Options because a lower fee will attract 

more NOM Participants to remove 

Customer orders. The Exchange also 

believes that it is equitable and not 

unfairly discriminatory to lower the fee 

for Customers, as compared to other 

market participants, because 

encouraging NOM Participants to 

transact Customer orders will benefit all 

market participants by increasing 

liquidity on NOM. Also, all NOM 

Participants that transact Customer 

orders would be uniformly impacted by 

the proposal. 

The Exchange’s proposal to correct a 

typographical error within the Rule is 

reasonable, equitable and not unfairly 

discriminatory because it will make the 

Rule more consistent with the current 

text. 

The Exchange operates in a highly 

competitive market comprised of nine 

U.S. options exchanges in which 

sophisticated and knowledgeable 

market participants can and do send 

order flow to competing exchanges if 

they deem fee levels at a particular 

exchange to be excessive or rebate 

opportunities to be inadequate. The 

Exchange believes that the proposed fee 

and rebate scheme are competitive and 

similar to other fees, rebates and tier 

opportunities in place on other 

exchanges. The Exchange believes that 

this competitive marketplace materially 

impacts the fees and rebates present on 

the Exchange today and substantially 

influences the proposal set forth above. 

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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.9 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. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

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 rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2012–022 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 

Number SR–NASDAQ–2012–022. 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 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 77, No. 30 / Tuesday, February 14, 2012 / Notices 8315 

10 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

5An Index Fund Share is a security ‘‘(i) that is 

issued by an open-end management investment 

company based on a portfolio of stocks or fixed 

income securities or a combination thereof, that 

seeks to provide investment results that correspond 

generally to the price and yield performance or total 

return performance of a specified foreign or 

domestic stock index, fixed income securities index 

or combination thereof; (ii) that is issued by such 

an open-end management investment company in 

a specified aggregate minimum number in return for 

a deposit of specified numbers of shares of stock 

and/or a cash amount, a specified portfolio of fixed 

income securities and/or a cash amount and/or a 

combination of the above, with a value equal to the 

next determined net asset value; and (iii) that, when 

aggregated in the same specified minimum number, 

may be redeemed at a holder’s request by such 

open-end investment company which will pay to 

the redeeming holder the stock and/or cash, fixed 

income securities and/or cash and/or a combination 

thereof, with a value equal to the next determined 

net asset value.’’ See Exchange Rule 14.11(c). 

6See the Trust’s Registration Statement for the 

Fund on Form N–1A, dated December 16, 1999 

(File Nos. 333–92935 and 811–09729) (‘‘Registration 

Statement’’). 

7The Index Provider, MSCI, Inc., is not a brokerdealer or fund advisor. The Exchange notes that 

pursuant to the Exchange’s rules ‘‘any advisory 

committee, supervisory board, or similar entity 

* * * that makes decisions on the index or 

portfolio composition, methodology and related 

matters, must implement and maintain, or be 

subject to, procedures designed to prevent the use 

and dissemination of material non-public 

information regarding the applicable index.’’ See 

Rule 14.11(c)(3)(B)(i) and (iii). 

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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2012–022 and should be 

submitted on or before March 6, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–3334 Filed 2–13–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66357; File No. SR–BATS– 

2012–004] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating to the Listing 

and Trading of Shares of the iShares®

MSCI Denmark Capped Investable 

Market Index Fund 

February 8, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

24, 2012, BATS Exchange, Inc. 

(‘‘Exchange’’ or ‘‘BATS’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

Section 19(b)(3)(A) of the Act 3 and Rule 

19b–4(f)(6) thereunder,4 which renders 

the proposal effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the iShares® MSCI 

Denmark Capped Investable Market 

Index Fund as Index Fund Shares 

pursuant to Exchange Rule 14.11(c). 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at www.batstrading.com, at the 

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 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant 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 Exchange proposes to list and 

trade shares (‘‘Shares’’) of the following 

fund of the iShares Trust (‘‘Trust’’): 

iShares® MSCI Denmark Capped 

Investable Market Index Fund (‘‘Fund’’) 

pursuant to Exchange Rule 14.11(c) 

related to Index Fund Shares.5

According to the registration statement,6

the Fund seeks investment results that 

correspond generally to the price and 

yield performance, before fees and 

expenses, of the MSCI Denmark IMI 25/ 

50 Index (‘‘Index’’). The Index is 

sponsored by MSCI, Inc. (‘‘Index 

Provider’’),7 which is independent of 

the Fund, and BlackRock Fund Advisors 

is the investment adviser to the Fund. 

The Index Provider determines the 

composition and relative weightings of 

the securities in the Index and publishes 

information regarding the market value 

of the Index. The Index is a custom, free 

float-adjusted market capitalization 

weighted index designed to measure the 

performance of equity securities of 

companies whose market capitalization 

represents the top 85% of companies in 

the Danish securities market. The Index 

consists of stocks traded primarily on 

the Danish stock market, NASDAQ 

OMX Copenhagen. Component 

companies include financial, health 

care, and industrial companies. 

The Exchange is submitting this 

proposed rule change because the Index 

for the Fund does not meet all of the 

‘‘generic’’ listing requirements of 

Exchange Rule 14.11(c) applicable to the 

listing of Index Fund Shares based on 

international or global indexes. The 

Index meets all such requirements 

except for those set forth in Rule 

14.11(c)(3)(A)(ii)(b). Specifically, the 

Index fails to meet the requirement that 

component stocks that in the aggregate 

account for at least 90% of the weight 

of the index or portfolio each shall have 

a minimum worldwide monthly trading 

volume during each of the last six 

months of at least 250,000 shares. As of 

January 13, 2012, 83.22% of the Index 

weight had at least 250,000 shares 

traded during each of the previous six 

months. Accordingly, the Index only 

narrowly misses satisfaction of the 

monthly trading volume requirement of 

Rule 14.11(c)(3)(A)(ii)(b). The Exchange 

notes that other products have become 

immediately effective based on 

mstockstill on DSK4VPTVN1PROD with NOTICES