[Federal Register Volume 74, Number 43 (Friday, March 6, 2009)]
[Notices]
[Pages 9862-9864]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-4768]


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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[supreg] 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.
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    \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).
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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[supreg] 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[supreg] 
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.
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    \5\ An 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).
    \6\ See the Trust's Registration Statement for the Fund on Form 
N-1A, dated October 6, 2008 (File Nos. 333-92935 and 811-09729).
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    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

[[Page 9863]]

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.
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    \7\ The 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.
    \10\ The 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.
    \11\ See, 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) (SR-PCX-98-29) 
(order approving rules for listing and trading of ICUs).
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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.
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    \12\ 15 U.S.C. 78f(b)(5).
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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.
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    \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 pre-
filing requirement.
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    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.
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    \15\ For 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).
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    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

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an e-mail to <a href="/cdn-cgi/l/email-protection#1664637a733b75797b7b737862655665737538717960"><span class="__cf_email__" data-cfemail="fe8c8b929bd39d9193939b908a8dbe8d9b9dd0999188">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2009-13 on the subject line.

Paper Comments

    <bullet> 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

[[Page 9864]]

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\
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    \16\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-4768 Filed 3-5-09; 8:45 am]
BILLING CODE 8011-01-P


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