Federal Register / Vol. 74, No. 69 / Monday, April 13, 2009 / Notices 16901 

7 15 U.S.C. 78f. 

8 15 U.S.C. 78f(b)(4). 

9 15 U.S.C. 78s(b)(3)(A)(ii). 

10 17 CFR 240.19b–4(f)(6) [sic]. 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 59459 

(February 26, 2009), 74 FR 9860 (‘‘Notice’’). 

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

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

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

Statement’’). 

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 

Continued 

are applicable to a national securities 

exchange, and, in particular, with the 

requirements of Section 6 of the Act.7

Specifically, the Exchange believes that 

the proposed rule change is consistent 

with Section 6(b)(4) of the Act,8 in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among members and other 

persons using any facility or system 

which the Exchange operates or 

controls. The Exchange notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive. The 

Exchange believes that its fees and 

credits are competitive with those 

charged by other venues and that the 

various changes it has proposed to 

reduce its fees will benefit Members 

both due to the obvious economic 

savings and due to the potential of 

increased available liquidity at the 

Exchange. For those proposed changes 

that will result in increased fees charged 

to Members or lower rebates received by 

Members, such as the reduction of the 

rebate in Tape A and C securities, the 

Exchange believes that any additional 

revenue it receives will allow the 

Exchange to devote additional capital to 

its operations, which may, in turn, 

benefit Members of the Exchange. 

Finally, the Exchange believes that the 

proposed rates are equitable in that they 

apply uniformly to all Members. 

(B) Self-Regulatory Organization’s 

Statement of Burden on Competition 

The Exchange does not believe that 

the proposed rule change imposes any 

burden on competition. 

(C) Self-Regulatory Organization’s 

Statement on Comments Regarding the 

Proposed Rule Change Received From 

Members, Participants or Others 

No written comments were solicited 

or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing proposed rule change 

has been designated as a fee change 

pursuant to Section 19(b)(3)(A)(ii) of the 

Act 9 and Rule 19b–4(f)(2) thereunder,10

because it establishes or changes a due, 

fee or other charge imposed on members 

by the Exchange. Accordingly, the 

proposal is effective upon filing with 

the Commission. 

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 proposal 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–BATS–-2009–008 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 No. 

SR–BATS–2009–008. 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 changes 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 such filing also will be 

available for inspection and copying at 

the principal office of BATS. 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–2009–008 and should be 

submitted on or before May 4, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–8323 Filed 4–10–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59708; File No. SR– 

NYSEArca–2009–12] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Approving Proposed 

Rule Change Relating to SPDR 

Barclays Capital Convertible Bond ETF 

April 6, 2009. 

I. Introduction 

On February 18, 2009, NYSE Arca, 

Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’), 

through its wholly owned subsidiary, 

NYSE Arca Equities, Inc. (‘‘NYSE Arca 

Equities’’), filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

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

Securities Exchange Act of 1934 

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

proposed rule change to list and trade 

shares (‘‘Shares’’) of the SPDR® Barclays 

Capital Convertible Bond ETF. The 

proposed rule change was published for 

comment in the Federal Register on 

March 6, 2009.3 The Commission 

received no comment letters on the 

proposed rule change. This order 

approves the proposed rule change. 

II. Description of the Proposed Rule 

Change 

The Exchange proposes to list and 

trade the SPDR® Barclays Capital 

Convertible Bond ETF (‘‘Fund’’) 4 under 

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

Exchange’s listing standards for 

Investment Company Units (‘‘Units’’).5

16902 Federal Register / Vol. 74, No. 69 / Monday, April 13, 2009 / Notices 

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). 

6Commentary .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 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). 

7Commentary .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. According to the Exchange, 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. 

8Commentary .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 Exchange states that, while the Index does 

not include any non-U.S. securities, as of November 

30, 2008, six of the 31 convertible preferred 

securities in the Index, accounting for 8% of the 

Index weight, were not listed on a national 

securities exchange; those issues were traded overthe-counter. 

9 17 CFR 240.10A–3. 

10See, e.g., Securities Exchange Act Release Nos. 

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); 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); and 41983 (October 6, 1999), 

64 FR 56008 (October 15, 1999) (SR–PCX–98–29) 

(order approving rules for listing and trading of 

Units). 

11See also Notice, supra, note 3. 

12 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

13 15 U.S.C. 78f(b)(5). 

14See notes 7 and 8, supra. 

15 17 CFR 240.10A–3. 

16 15 U.S.C. 78s(b)(1). 

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 (‘‘Index’’), which 

aims to track the performance of the 

U.S. dollar-denominated convertibles 

markets with outstanding issue sizes 

greater than $500 million. The Index 

includes the following major classes of 

convertible securities—cash pay bonds, 

zero-coupon/Original Issue Discount 

bonds, preferred securities, and 

mandatories. 

The Index includes both U.S. 

convertible bonds and convertible 

preferred equity securities.6 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. 

The Exchange represents that: (i) 

except for Commentaries .01(a)(A)(2) 7

and .01(a)(A)(5) 8 to NYSE Arca Equities 

Rule 5.2(j)(3), the Shares currently 

satisfy all other of the generic listing 

standards under the rule; (ii) 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 (iii) the Trust is 

required to comply with Rule 10A–3 9

under the Act for the initial and 

continued listing of the Shares. 

Additionally, 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 Bulletins to 

ETP Holders, as set forth in prior 

Commission orders approving the 

generic listing rules applicable to the 

listing and trading of Units.10 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).11

III. Discussion and Commission’s 

Findings 

After careful review, the Commission 

finds that NYSE Arca’s proposal to list 

and trade the Shares is consistent with 

the Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.12 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,13 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 facilitating 

transactions in securities, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

NYSE Arca Equities Rule 5.2(j)(3) 

permits the Exchange to consider 

qualifying Units for listing and trading 

pursuant to Rule 19b–4(e) under the 

Act. The Shares, however, do not 

qualify for generic listing under the 

Exchange’s rule because, although 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, the Index components 

consisting of convertible preferred 

stocks do not separately meet the 

criteria set forth in Commentaries 

.01(a)(A)(2) and .01(a)(A)(5) of the rule 

applicable to Units based on U.S. 

indexes or portfolios.14

The Commission believes that the 

listing and trading of the Shares is 

consistent with the Act. The Shares 

currently satisfy all but two of the 

generic listing standards under the rule, 

and the Commission believes that the 

composition of the Index, despite failing 

to satisfy the requirements of 

Commentaries .01(a)(A)(2) and 

.01(a)(A)(5) to NYSE Arca Equities Rule 

5.2(j)(3), does not raise any regulatory 

concerns. Additionally, the continued 

listing standards under NYSE Arca 

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

applicable to Units will apply to the 

Shares, and the Trust is required to 

comply with Rule 10A–3 15 under the 

Act for the initial and continued listing 

of the Shares. Finally, the Commission 

notes that it has not received any 

comments regarding the proposed rule 

change. 

IV. Conclusion 

For the foregoing reasons, the 

Commission believes that the 

Exchange’s proposal to list and trade the 

Shares is consistent with the Act. This 

order is based on the Exchange’s 

representations. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,16 that the 

proposed rule change (SR–NYSEArca– 

2009–12) be, and it hereby is, approved. 

Federal Register / Vol. 74, No. 69 / Monday, April 13, 2009 / Notices 16903 

17 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)(ii). 

4 17 CFR 240.19b–4(f)(2). 

5As is currently the case with respect to reduced 

pricing tiers, orders that do not attempt to execute 

in the Nasdaq Market Center for the full size of the 

order prior to routing are not counted in 

determining shares of liquidity routed. 

6The fee remains 0.3% of the total transaction 

cost in the case of securities priced at less than $1 

per share. 

7SR–BX–2009–018 (March 25, 2009). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–8326 Filed 4–10–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59706; File No. SR– 

NASDAQ–2009–029] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Modify Fees 

for Members Using the NASDAQ 

Market Center 

April 6, 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 March 25, 

2009, The NASDAQ Stock Market LLC 

(‘‘NASDAQ’’) 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. Pursuant to 

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

Rule 19b–4(f)(2) thereunder,4 NASDAQ 

has designated this proposal as 

establishing or changing a due, fee, or 

other charge, which renders the 

proposed rule change effective upon 

filing. 

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 

NASDAQ proposes to modify pricing 

for NASDAQ members using the Nasdaq 

Market Center. NASDAQ will 

implement this rule change on April 1, 

2009. The text of the proposed rule 

change is available at http:// 

nasdaqomx.cchwallstreet.com/, at 

NASDAQ’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, 

NASDAQ 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. 

NASDAQ 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 is proposing to modify its 

pricing for order execution and routing. 

As detailed below, the effect of the fee 

changes varies with respect to the listing 

venue of the securities being traded and 

whether a member is accessing or 

providing liquidity or routing an order. 

Execution of Orders for Securities Listed 

on NASDAQ or the New York Stock 

Exchange (‘‘NYSE’’); Routing of Orders 

for Securities Listed on NASDAQ or 

NYSE to Venues Other Than NYSE; 

Routing of Orders for Exchange-Traded 

Funds (‘‘ETFs’’) to NYSE 

NASDAQ is reducing fees to access 

liquidity in securities listed on 

NASDAQ and NYSE by reducing the 

levels of market activity at which 

members qualify for reduced pricing 

and by reducing the fees charged to 

these qualifying members. Specifically, 

NASDAQ is introducing a new pricing 

tier for members with an average daily 

volume through the Nasdaq Market 

Center in all securities of (i) more than 

50 million shares of liquidity provided, 

and (ii) more than 60 million shares of 

liquidity accessed and/or routed.5

Members qualifying for this tier will pay 

$0.0026 per share executed when 

accessing liquidity (or 0.1% of the total 

transaction cost in the case of 

executions of securities priced at less 

than $1 per share). A second pricing tier 

will apply to members with an average 

daily volume through the Nasdaq 

Market Center in all securities of (i) 

more than 25 million shares of liquidity 

provided, and (ii) more than 40 million 

shares of liquidity accessed and/or 

routed. Members qualifying for this tier 

will pay $0.0028 per share executed 

when accessing liquidity (or 0.1% of the 

total transaction cost in the case of 

executions at less than $1 per share). By 

contrast, under the current pricing 

schedule, a member must have an 

average daily volume of (i) more than 35 

million shares of liquidity provided and 

(ii) more than 55 million shares of 

liquidity accessed and/or routed in 

order to qualify for a fee to access 

liquidity of $0.0029. Thus, under the 

change, favorable pricing becomes 

available at lower levels of liquidity 

provision (25 million shares versus 35 

million shares) and routing and/or 

accessing (40 million shares versus 55 

million shares), and the reduced fees are 

themselves lower ($0.0026 or $0.0028 

per share executed, versus $0.0029 per 

share executed). However, in order to 

simplify its schedule, NASDAQ is 

eliminating a reduced fee of $0.00295 

per share executed for members that 

access a daily average of more than 55 

million shares of liquidity during a 

month but that do not otherwise qualify 

for a lower rate. As is currently the case, 

members not qualifying for a reduced 

pricing tier will pay $0.0030 per share 

executed to access liquidity (or 0.1% of 

the total transaction cost in the case of 

executions at less than $1 per share). 

NASDAQ is also instituting changes 

with respect to fees for routing orders 

that attempt to execute in the Nasdaq 

Market Center for the full size of the 

order before routing. These routing 

changes apply to orders in NASDAQlisted securities, orders in NYSE-listed 

securities routed to venues other than 

NYSE, and routing of orders for ETFs to 

NYSE. With respect to such activity, 

NASDAQ is eliminating volume-based 

tiers, with fees that currently range from 

$0.0029 to $0.003, and instituting a 

lower fee of $0.0026 available to all 

members.6 Fees for routing orders that 

do not check the Nasdaq Market Center 

for the full size of the order before 

routing remain unchanged, except with 

respect to orders in securities that are 

priced at $1 or more per share and listed 

on NASDAQ or NYSE, where the order 

is directed to NASDAQ OMX BX 

(‘‘BX’’). For securities listed on 

NASDAQ or NYSE, BX is replacing its 

fee to access liquidity with a credit of 

$0.0006.7 Because that credit is 

designed to encourage direct use of BX 

by its members, NASDAQ will not be 

passing on the credit to NASDAQ 

members that use its routing facility to 

access BX. Nevertheless, NASDAQ 

believes that the change in BX pricing 

warrants eliminating the fee for routing 

orders to BX in circumstances where 

NASDAQ members choose to direct 

orders to BX. Similarly, NASDAQ is