9860 Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3An Investment Company Unit is a security that 

represents an interest in a registered investment 

company that holds securities comprising, or 

otherwise based on or representing an interest in, 

an index or portfolio of securities (or holds 

securities in another registered investment 

company that holds securities comprising, or 

otherwise based on or representing an interest in, 

an index or portfolio of securities). See NYSE Arca 

Equities Rule 5.2(j)(3)(A). 

4See the Registration Statement on Form N–1A of 

the SPDR Series Trust, dated January 15, 2009 (File 

Nos. 333–57793 and 811–08839) (the ‘‘Registration 

Statement’’). 

5Commentary .03 to Rule 5.2(j)(3) provides that 

the Corporation may list a series of Units based on 

a combination of indexes or a portfolio of 

component securities representing the U.S. or 

domestic equity market, the international equity 

market, and the fixed income market for listing and 

trading pursuant to Rule 19b–4(e) under the 

Securities Exchange Act of 1934 (‘‘Act’’) provided 

each index or portfolio of equity and fixed income 

component securities separately meet either the 

criteria set forth in Commentary .01(a) of Rule 

5.2(j)(3) (applicable to Units based on U.S., 

international or global equity indexes or portfolios) 

or Commentary .02(a) (applicable to Units based on 

a fixed income index or portfolio). 

6Commentary .01(a)(A)(2) to NYSE Arca Equities 

Rule 5.2(j)(3) provides 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. 

7Commentary .01(a)(A)(5) to NYSE Arca Equities 

Rule 5.2(j)(3) provides that all securities in the 

Index or portfolio shall be US Component Stocks, 

as defined in Rule 5.2(j)(3) listed on a national 

securities exchange and shall be NMS Stocks as 

defined in Rule 600 of regulation NMS under the 

Act. The Index does not include non-U.S. 

securities. As of November 30, 2008, six convertible 

preferred securities in the Index, accounting for 8% 

of the Index weight, were traded over-the-counter. 

8 17 CFR 240.10A–3. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59459; File No. SR– 

NYSEArca–2009–12] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change Relating to SPDR 

Barclays Capital Convertible Bond ETF 

February 26, 2009. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on February 

18, 2009, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ 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 the Exchange. 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, through its whollyowned subsidiary NYSE Arca Equities, 

Inc. (‘‘NYSE Arca Equities’’ or 

‘‘Corporation’’), proposes to list and 

trade shares of the following exchangetraded fund: SPDR® Barclays Capital 

Convertible Bond ETF. The text of the 

proposed rule change is available on the 

Exchange’s Web site at http:// 

www.nyse.com, at the Exchange’s 

principal office 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 Exchange proposes to list and 

trade the shares (‘‘Shares’’) of the 

following fund under NYSE Arca 

Equities Rule 5.2(j)(3), the Exchange’s 

listing standards for Investment 

Company Units (‘‘Units’’): 3 SPDR®

Barclays Capital Convertible Bond ETF 

(the ‘‘Fund’’).4

According to the Fund’s Registration 

Statement, the Fund’s investment 

objective is to provide investment 

results that, before fees and expenses, 

correspond generally to the price and 

yield performance of the Barclays 

Capital U.S. Convertible Bond $500MM 

Index (the ‘‘Index’’), which aims to track 

the performance of the U.S. dollardenominated convertibles markets with 

outstanding issue sizes greater than 

$500 million. The Index includes the 

following major classes of convertible 

securities—cash pay bonds, zerocoupon/Original Issue Discount bonds, 

preferred securities, and mandatories. 

The Fund uses a passive management 

strategy designed to track the price and 

yield performance of the Index. 

According to the Registration Statement, 

the Index represents the market of U.S. 

convertible bonds. As of December 31, 

2008, there were 156 issues included in 

the Index. Convertible bonds are bonds 

that can be exchanged, at the option of 

the holder, for a specific number of 

shares of the issuer’s preferred stock or 

common stock. 

The Exchange is submitting this 

proposed rule change because the Index 

does not meet all of the ‘‘generic’’ listing 

requirements of Commentary .03 to 

NYSE Arca Equities Rule 5.2(j)(3) 

applicable to listing of Units based on 

an index or portfolio of component 

securities representing the U.S. equity 

market, the international equity market, 

and the fixed income market.5 The 

Index includes U.S. convertible bonds 

and convertible preferred equity 

securities. The Index components 

consisting of U.S. convertible bonds 

separately meet the criteria set forth in 

Commentary .02(a) of Rule 5.2(j)(3) 

applicable to Units based on a fixed 

income index or portfolio. However, the 

Index components consisting of 

convertible preferred stocks do not 

separately meet the criteria set forth in 

Commentary .01(a) of Rule 5.2(j)(3) 

applicable to Units based on U.S. 

indexes or portfolios. As of November 

30, 2008, 20.94% of the Index weight 

consisted of convertible preferred 

stocks. The Index does not meet the 

requirements of Commentary 

.01(a)(A)(2) in that convertible preferred 

stocks accounting for 78.56% of the 

weight of the convertible preferred 

portion of the Index each had a 

minimum worldwide monthly trading 

volume during each of the last six 

months of at least 250,000 shares, as of 

November 30, 2008.6 In addition, the 

Index does not meet the requirements of 

Commentary .01(a)(A)(5) in that six of 

the 31 convertible preferred stocks in 

the Index as of November 30, 2008 are 

not listed on a national securities 

exchange.7 The Exchange represents 

that (1) except for Commentary 

.01(a)(A)(2) and .01(a)(A)(5) to Rule 

5.2(j)(3), the Shares currently satisfy all 

other of the generic listing standards 

under Rule 5.2(j)(3); (2) the continued 

listing standards under NYSE Arca 

Equities Rules 5.2(j)(3) and 5.5(g)(2) 

applicable to Units shall apply to the 

Shares; and (3) the Trust is required to 

comply with Rule 10A–3 8 under the 

Act for the initial and continued listing 

of the Shares. 

The Exchange notes that, 

notwithstanding the fact that the Index 

does not satisfy all criteria of Rule 

5.2(j)(3)(A) applicable to U.S. equity 

indexes, the Index components include 

issues with substantial market 

capitalization. As noted above, the 

Index aims to track the performance of 

the U.S. convertibles markets with 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 9861 

9Rule 5.2(j)(3), Commentary .02(a)(2) provides 

that components that in the aggregate account for 

at least 75% of the weight of the index or portfolio 

each have a minimum original principal amount 

outstanding of $100 million or more. As noted 

above, Index components representing 97.24% of 

the Index weight had a market capitalization of 

$100 million or more as of November 30, 2008. The 

Exchange also notes that, in its proposed rule 

change proposing to adopt Commentary .02 to Rule 

5.2(j)(3) (generic listing requirements for Units 

based on fixed income indexes), the Exchange 

represented that the provisions of Commentary .02 

‘‘would not require a minimum trading volume, due 

to the lower trading volume that generally occurs 

in the fixed income markets as compared to the 

equity markets.’’ See Securities Exchange Release 

No. 55783 (May 17, 2007), 72 FR 29194 (May 24, 

2007) (SR–NYSEArca–2007–36). 

10See, e.g., Securities Exchange Act Release No. 

55783 (May 17, 2007), 72 FR 29194 (May 24, 2007) 

(SR–NYSEArca–2007–36) (order approving generic 

listing standards for Units based on fixed income 

indexes); Securities Exchange Act Release No. 

44551 (July 12, 2001), 66 FR 37716 (July 19, 2001) 

(SR–PCX–2001–14) (order approving generic listing 

standards for Units and Portfolio Depositary 

Receipts); Securities Exchange Act Release No. 

41983 (October 6, 1999), 64 FR 56008 (October 15, 

1999) (SR–PCX–98–29) (order approving rules for 

listing and trading of Units). 11 15 U.S.C. 78f(b). 12 15 U.S.C. 78f(b)(5). 13E-mail from Sudhir Bhattacharyya, Vice 

President, NYSE Euronext, to Brian O’Neill, 

Attorney, Division of Trading and Markets, 

Commission, dated February 26, 2009. 

outstanding issue sizes greater than 

$500 million, and Index components 

representing 97.24% of the Index weight 

had a market capitalization of $100 

million or more as of November 30, 

2008. In addition, convertible preferred 

stocks have certain characteristics of 

fixed income securities (e.g., pricing 

influenced by changes in interest rates). 

The Exchange notes that the provisions 

in Rule 5.2(j)(3), Commentary .02(a) 

applicable to Units based on fixed 

income indexes include a requirement 

relating to minimum principal amount 

outstanding, but not a requirement of 

minimum trading volume.9 The 

Exchange believes that market 

capitalization is an appropriate measure 

of liquidity for such issues. Finally, 

with respect to the six convertible 

preferred stocks in the Index that are not 

exchange-listed, the Exchange notes that 

the parent companies for these issues 

are listed on the New York Stock 

Exchange. 

Detailed descriptions of the Fund, the 

Underlying Index, procedures for 

creating and redeeming Shares, 

transaction fees and expenses, 

dividends, distributions, taxes, and 

reports to be distributed to beneficial 

owners of the Shares can be found in 

the Registration Statement or on the 

Web site for the Fund (http:// 

www.SPDRETFs.com), as applicable. 

In addition, the Exchange represents 

that the Shares will comply with all 

other requirements applicable to Units 

including, but not limited to, 

requirements relating to the 

dissemination of key information such 

as the Index value and Intraday 

Indicative Value, rules governing the 

trading of equity securities, trading 

hours, trading halts, surveillance, 

firewalls and Information Bulletin to 

ETP Holders, as set forth in prior 

Commission orders approving the 

generic listing rules applicable to the 

listing and trading of Units.10

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 11 of the Act 

in general and furthers the objectives of 

Section 6(b)(5) 12 in particular in that it 

is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transaction in securities, 

and, in general to protect investors and 

the public interest. The Exchange 

believes that the proposed rule change 

will facilitate the listing and trading of 

an additional type of exchange-traded 

product that will enhance competition 

among market participants, to the 

benefit of investors and the 

marketplace.13

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 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 solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the Exchange consents, 

the Commission will: 

(A) By order approve the proposed 

rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be 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 e-mail to rulecomments@sec.gov. Please include File 

No. SR–NYSEArca–2009–12 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2009–12. This 

file number should be included on the 

subject line if e-mail 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 

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 inspection and copying in 

the Commission’s Public Reference 

Room, on official business days between 

the hours of 10 a.m. and 3 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 Number SR– 

NYSEArca–2009–12 and should be 

submitted on or before March 27, 2009. 

mstockstill on PROD1PC66 with NOTICES

9862 Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 

14 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 Investment Company Unit is a security that 

represents an interest in a registered investment 

company that holds securities comprising, or 

otherwise based on or representing an interest in, 

an index or portfolio of securities (or holds 

securities in another registered investment 

company that holds securities comprising, or 

otherwise based on or representing an interest in, 

an index or portfolio of securities). See NYSE Arca 

Equities Rule 5.2(j)(3)(A). 

6See the Trust’s Registration Statement for the 

Fund on Form N–1A, dated October 6, 2008 (File 

Nos. 333–92935 and 811–09729). 

7The Exchange states that the Index fails to meet 

the requirement of Commentary .01(a)(B)(2) to 

NYSE Arca Equities Rule 5.2(j)(3) that component 

stocks that in the aggregate account for at least 90% 

of the weight of the index each shall have a 

minimum monthly trading volume of at least 

250,000 shares. The Exchange states that, as of 

January 30, 2009 component stocks that in the 

aggregate account for 89.12% of the Index weight 

had a minimum monthly trading volume of at least 

250,000 shares. 

8 17 CFR 240.10A–3. 

9 15 U.S.C. 78a. 

10The Exchange may obtain information for 

surveillance purposes via the Intermarket 

Surveillance Group (‘‘ISG’’) from other exchanges 

who are members of ISG. The Exchange notes that 

the Index component stocks do not trade on 

markets that are ISG members and the Exchange 

does not have a comprehensive surveillance 

agreement with such markets. For a list of the 

current members of ISG, see www.isgportal.org. 

11See, e.g., Securities Exchange Act Release Nos. 

55621 (April 12, 2007), 72 FR 19571 (April 18, 

2007) (SR–NYSEArca–2006–86) (order approving 

generic listing standards for ICUs based on 

international or global indexes); 44551 (July 12, 

2001), 66 FR 37716 (July 19, 2001) (SR–PCX–2001– 

14) (order approving generic listing standards for 

ICUs and Portfolio Depositary Receipts); and 41983 

(October 6, 1999), 64 FR 56008 (October 15, 1999) 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–4755 Filed 3–5–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59471; File No. SR– 

NYSEArca–2009–13] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating to the Listing 

and Trading of Shares of the iShares®

MSCI All Peru Index Fund 

February 27, 2009. 

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 February 

20, 2009, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or ‘‘Exchange’’), through its 

wholly owned subsidiary, NYSE Arca 

Equities, Inc. (‘‘NYSE Arca Equities’’), 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been substantially prepared by the 

Exchange. NYSE Arca filed the 

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 

NYSE Arca proposes to list and trade 

shares (‘‘Shares’’) of the iShares® MSCI 

All Peru Index Fund (‘‘Fund’’). The text 

of the proposed rule change is available 

at the Exchange, the Commission’s 

Public Reference Room, and http:// 

www.nyse.com. 

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 aspects 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 the Shares of the following fund 

under NYSE Arca Equities Rule 5.2(j)(3), 

the Exchange’s listing standards for 

Investment Company Units (‘‘ICUs’’): 5

iShares® MSCI All Peru Index Fund.6

According to the Registration Statement, 

the Fund seeks investment results that 

correspond generally to the price and 

yield performance, before fees and 

expenses, of the MSCI All Peru Index 

(the ‘‘Index’’). The Index is sponsored 

by MSCI, Inc., the Index Provider, that 

is independent of the Fund and Barclays 

Global Fund Advisors, 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 free float-adjusted market 

capitalization index designed to 

measure the performance of the ‘‘Broad 

Peru Equity Universe.’’ MSCI defines 

the Broad Peru Equity Universe by 

identifying Peruvian equity securities 

that are classified in Peru according to 

the MSCI Global Investable Market 

Indices Methodology (a methodology 

employed by MSCI to construct its 

Global Investable Market Indices, which 

classifies eligible securities according to 

their country of listing) as well as 

securities of companies that are 

headquartered in Peru and have the 

majority of their operations based in 

Peru. As of August 31, 2008, the Index’s 

three largest constituents were Cia 

Minera Milpo SAA, Credicorp Ltd., and 

Southern Copper Corporation. 

The Exchange is submitting this 

proposed rule change because the Index 

for the Fund does not meet all of the 

‘‘generic’’ listing requirements of 

Commentary .01(a)(B) to NYSE Arca 

Equities Rule 5.2(j)(3) applicable to 

listing of ICUs based on international or 

global indexes. The Index meets all such 

requirements except for those set forth 

in Commentary .01(a)(B)(2).7 The 

Exchange represents that: (1) Except for 

the requirement under Commentary 

.01(a)(B)(2) to NYSE Arca Equities Rule 

5.2(j)(3) that component stocks that in 

the aggregate account for at least 90% of 

the weight of the index each shall have 

a minimum monthly trading volume 

during each of the last six months of at 

least 250,000 shares, the Shares of the 

Fund currently satisfy all of the generic 

listing standards under NYSE Arca 

Equities Rule 5.2(j)(3); (2) the continued 

listing standards under NYSE Arca 

Equities Rules 5.2(j)(3) and 5.5(g)(2) 

applicable to ICUs shall apply to the 

Shares; and (3) the Trust is required to 

comply with Rule 10A–3 8 under the 

Act 9 for the initial and continued listing 

of the Shares. In addition, the Exchange 

represents that the Shares will comply 

with all other requirements applicable 

to ICUs including, but not limited to, 

requirements relating to the 

dissemination of key information such 

as the Index value and Intraday 

Indicative Value, the rules governing the 

trading of equity securities, trading 

hours, trading halts, surveillance,10, and 

the Information Bulletin to ETP Holders, 

as set forth in Exchange rules applicable 

to ICUs and in prior Commission orders 

approving the generic listing rules 

applicable to the listing and trading of 

ICUs.11 Detailed descriptions of the 

mstockstill on PROD1PC66 with NOTICES