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

Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 9863 

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

and trading of ICUs). 

12 15 U.S.C. 78f(b)(5). 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

provide the Commission with written notice of its 

intent to file the proposed rule change, along with 

a brief description and text of the proposed rule 

change, at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. The 

Exchange has fulfilled the five business-day prefiling requirement. 

15For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

Fund, the Index, the Index Provider, 

procedures for creating and redeeming 

Shares, transaction fees and expenses, 

risks, dividends, distributions, taxes, 

and reports to be distributed to 

beneficial owners of the Shares can be 

found in the Trust’s Registration 

Statement or on the Web site for the 

Fund (http://www.ishares.com), as 

applicable. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with and 

furthers the objectives of Section 6(b)(5) 

of the Act,12 in that it is designed to 

prevent fraudulent and manipulative 

practices, to promote just and equitable 

principles of trade, to remove 

impediments to, and perfect the 

mechanisms of, a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. The proposed rule 

change will allow the listing and trading 

of the Fund on the Exchange, which the 

Exchange believes will enhance 

competition among market participants, 

to the benefit of investors and the 

marketplace. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the 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 

Because the foregoing proposed rule 

change: (1) Does not significantly affect 

the protection of investors or the public 

interest; (2) does not impose any 

significant burden on competition; and 

(3) by its terms does not become 

operative for 30 days after the date of 

this filing, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest, the proposed rule 

change has become effective pursuant to 

Section 19(b)(3)(A) 13 of the Act and 

subparagraph (f)(6) of Rule 19b–4 14

thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, Rule 19b– 

4(f)(6)(iii) permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange requests that the Commission 

waive the 30-day operative delay so that 

the Exchange can list and trade the 

Shares immediately. The Exchange 

states that the proposed rule change 

does not significantly affect the 

protection of investors or the public 

interest and does not impose any 

significant burden on competition. 

NYSE Arca believes that the proposed 

rule change is non-controversial in that 

the Index for the Fund fails to meet the 

requirements set forth in Commentary 

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

5.2(j)(3) by only a small amount (0.88%) 

and the Shares of the Fund currently 

satisfy all of the other applicable generic 

listing standards under NYSE Arca 

Equities Rule 5.2(j)(3) and all other 

requirements applicable to ICUs, as set 

forth in Exchange rules and prior 

Commission orders approving the 

generic listing rules applicable to the 

listing and trading of ICUs. In addition, 

the Exchange believes that it has 

developed adequate trading rules, 

procedures, surveillance programs, and 

listing standards for the continued 

listing and trading of the Shares. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest.15

Given that the Shares comply with all 

of the NYSE Arca Equities generic 

listing standards for ICUs (except for 

narrowly missing the requirement 

relating to minimum worldwide 

monthly trading volume of stocks 

composing 90% of the Index), the listing 

and trading of the Shares by NYSE Arca 

does not appear to present any novel or 

significant regulatory issues or impose 

any significant burden on competition. 

For these reasons, the Commission 

designates the proposed rule change as 

operative upon filing. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2009–13 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–NYSEArca–2009–13. 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, 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 

mstockstill on PROD1PC66 with NOTICES

9864 Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Amendment No. 4 supersedes and replaces the 

Exchange’s original Form 19b–4 and Amendment 

Nos. 1 and 2. 

4The Commission notes that the proposal also 

codifies two previously published interpretations 

that do not permit broker votes for material 

amendments to investment advisory contracts. See 

infra notes 10–11 and accompanying text. 

5The Commission notes that the Exchange filed 

Amendment No. 2 on June 28, 2007. 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2009–13 and 

should be submitted on or before March 

27, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–4768 Filed 3–5–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59464; File No. SR–NYSE– 

2006–92] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change, as 

Modified by Amendment No. 4, To 

Amend NYSE Rule 452 and Listed 

Company Manual Section 402.08 To 

Eliminate Broker Discretionary Voting 

for the Election of Directors and Codify 

Two Previously Published 

Interpretations That Do Not Permit 

Broker Discretionary Votes for Material 

Amendments to Investment Advisory 

Contracts 

February 26, 2009. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on October 24, 2006, the New York 

Stock Exchange LLC (‘‘Exchange’’ or 

‘‘NYSE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’ 

or ‘‘SEC’’) the proposed rule change as 

described in items I, II and III below, 

which items have been prepared by the 

self-regulatory organization. On May 23, 

2007, the Exchange filed Amendment 

No. 1 to the proposed rule change. On 

June 28, 2007, the Exchange filed 

Amendment No. 2 to the proposed rule 

change. On February 26, 2009, the 

Exchange filed and withdrew 

Amendment No. 3 to the proposed rule 

change. On February 26, 2009, the 

Exchange filed Amendment No. 4.3 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Amendment No. 

4, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The NYSE is proposing to amend 

NYSE Rule 452 to eliminate broker 

discretionary voting for the election of 

directors. Rule 452, titled Giving Proxies 

by Member Organizations, allows 

brokers to vote on ‘‘routine’’ proposals 

if the beneficial owner of the stock has 

not provided specific voting 

instructions to the broker at least 10 

days before a scheduled meeting. The 

proposed amendment will be applicable 

to proxy voting for shareholder meetings 

held on or after January 1, 2010. 

Notwithstanding the foregoing, in the 

event the proposed amendment is not 

approved by the Commission until after 

August 31, 2009, the effective date shall 

be delayed to a date which is at least 

four months after the approval date, and 

which does not fall within the first six 

months of the calendar year. In 

addition, in any case the proposed 

amendment will not apply to a meeting 

that was originally scheduled to be held 

prior to the effective date but was 

properly adjourned to date on or after 

the effective date.4

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 these statements may be examined at 

the places specified in Item IV below 

and is set forth in Sections A, B and C 

below. The NYSE has prepared 

summaries, set forth in Sections A, B 

and C below, of the most significant 

aspects of such statements. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

(http://www.nyse.com), at the 

Exchange’s Office of the Secretary, and 

at the Commission’s Public Reference 

Room. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The NYSE is proposing to amend 

NYSE Rule 452 to eliminate broker 

discretionary voting for the election of 

directors. Rule 452, titled Giving Proxies 

by Member Organizations, allows 

brokers to vote on ‘‘routine’’ proposals 

if the beneficial owner of the stock has 

not provided specific voting 

instructions to the broker at least 10 

days before a scheduled meeting. The 

proposed amendment will be applicable 

to proxy voting for shareholder meetings 

held on or after January 1, 2010. 

Notwithstanding the foregoing, in the 

event the proposed amendment is not 

approved by the Commission until after 

August, 31, 2009, the effective date shall 

be delayed to a date which is at least 

four months after the approval date, and 

which does not fall within the first six 

months of the calendar year. In 

addition, in any case the proposed 

amendment will not apply to a meeting 

that was originally scheduled to be held 

prior to the effective date but was 

properly adjourned to a date on or after 

the effective date. 

The NYSE originally filed these 

proposed amendments on October 24, 

2006. The first amendment to the rule 

filing was filed on May 23, 2007. The 

most significant difference being 

proposed in that amendment was to 

provide that the proposed amendment 

to Rule 452 is not applicable to 

companies registered under the 

Investment Company Act of 1940. The 

second amendment to the rule filing 

was filed on June 27, 2007 [sic].5 It 

reflected minor SEC staff comments to 

Amendment No. 1 and added another 

non-routine item to the list enumerated 

in Rule 452.11 relating to amendments 

to investment contracts. That proposed 

change codified a NYSE interpretation 

that was published in 1992. This 

amendment is being filed to update the 

provision regarding the effective date 

and to reflect minor SEC staff comments 

on Amendment No. 2. Amendment No. 

3 was withdrawn for technical reasons. 

Current Requirements of NYSE Rule 452 

Under the current NYSE and SEC 

proxy rules, brokers must deliver proxy 

materials to beneficial owners and 

request voting instructions in return. If 

voting instructions have not been 

received by the tenth day preceding the 

meeting date, Rule 452 provides that 

brokers may vote on certain matters 

deemed ‘‘routine’’ by the NYSE. One of 

the most important results of broker 

votes of uninstructed shares is their use 

in establishing a quorum at shareholder 

meetings. 

Among the other matters which the 

current NYSE Rule 452 treats as routine 

is an ‘‘uncontested’’ election for a 

mstockstill on PROD1PC66 with NOTICES