
[Federal Register: June 25, 2009 (Volume 74, Number 121)]
[Notices]               
[Page 30340-30342]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr25jn09-86]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-60137; File No. SR-NYSEArca-2009-54]

 
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 
Capped Index Fund

June 18, 2009.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on June 17, 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 and II 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares (``Shares'') of the 
following fund of the iShares[supreg] Trust (``Trust''): 
iShares[supreg] MSCI All Peru Capped Index Fund (``Fund''). 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 
Public Reference Room of the Commission.

 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 of the following 
fund under NYSE Arca Equities Rule 5.2(j)(3), the Exchange's listing 
standards for Investment Company Units (``ICUs''):\4\ iShares[supreg] 
MSCI All Peru Capped Index Fund.\5\
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    \4\ 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).
    \5\ See the Trust's Registration Statement for the Fund on Form 
N-1A, dated June 17, 2009 (File Nos. 333-92935 and 811-09729).
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    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 Capped 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 with 
approximately 25 components. Any single security with a free float-
adjusted market capitalization weight greater than 22.5% will have its 
weight capped in the Index at 22.5%. All single securities with a 
weight greater than 4.5% will have their weights capped such that, in 
the aggregate, these securities do not have a weight greater than 45% 
of the Index. The Index is 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 May 31, 2009, the Index's three largest 
constituents were Compania de Minas Buenaventura S.A., Southern Copper 
Corporation, and Credicorp Ltd.
    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).\6\ 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 
\7\ under the Securities Exchange Act of 1934 (``Act'') \8\ 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, rules governing the trading of equity 
securities, trading hours, trading halts, surveillance,\9\ and 
Information Bulletin to ETP Holders, as set forth in Exchange rules 
applicable to ICUs and in prior Commission orders

[[Page 30341]]

approving the generic listing rules applicable to the listing and 
trading of ICUs.\10\
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    \6\ 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 May 31, 2009, component stocks that in the 
aggregate account for 86.23% of the Index weight had a minimum 
monthly trading volume of at least 250,000 shares.
    \7\ 17 CFR 240.10A-3.
    \8\ 15 U.S.C. 78a.
    \9\ 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 
http://www.isgportal.org.
    \10\ See, e.g., Securities Exchange Act Release No. 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); 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 ICUs 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 ICUs).
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    Detailed descriptions of the 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 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 facilitating transactions in securities, and to 
remove impediments to and perfect the mechanisms of a free and open 
market and a national market system. 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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    \11\ 15 U.S.C. 78f(b).
    \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 satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \15\ normally 
does not become operative for 30 days after the date of filing. 
However, Rule 19b-4(f)(6)(iii),\16\ 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 proposal may 
become operative immediately upon filing. 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.
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    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Commission believes waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Recently, NYSE Arca proposed to list another series of ICUs based on an 
index that is very similar to the Index.\17\ The Commission believes 
that the listing and trading of the Shares do not present any novel or 
significant issues or impose any significant burden on competition, and 
that waiving the 30-day operative delay will benefit the market and 
investors by providing market participants with additional investing 
choices. For the reasons described above, the Commission designates the 
proposal to be effective and operative upon filing with the 
Commission.\18\
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    \17\ Compare the Index with the MSCI All Peru Index, which is 
described in Securities Exchange Act Release No. 59471 (February 27, 
2009), 74 FR 9862 (March 6, 2009).
    \18\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition and capital formation. 15 U.S.C. 78(c)(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

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2009-54 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-2009-54. 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 should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2009-54 and

[[Page 30342]]

should be submitted on or before July 16, 2009.
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    \19\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority. \19\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-14972 Filed 6-24-09; 8:45 am]

BILLING CODE 8010-01-P
