[Federal Register Volume 72, Number 130 (Monday, July 9, 2007)]
[Notices]
[Pages 37291-37298]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-13159]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55985; File No. SR-NYSEArca-2007-47]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Order Granting Accelerated Approval of Proposed Rule Change to List 
and Trade Shares of the iShares FTSE EPRA/NAREIT Asia Index Fund

June 29, 2007.
    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 May 16, 2007, 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. 
The Commission is publishing this notice and order to solicit comments 
on the proposed rule change from interested persons and to approve the 
proposed rule change on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 
iShares[supreg] \3\ FTSE EPRA/NAREIT Asia Index Fund (``Fund'') of the 
iShares Trust (``Trust'') pursuant to NYSE Arca Equities Rule 
5.2(j)(3). 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.
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    \3\ ``iShares'' is a registered trademark of Barclays Global 
Investors, N.A.
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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 III 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 Shares of the Fund. The Trust is an 
open-end management company with over 100 separate investment 
portfolios and is registered under the Investment Company Act of 1940 
(``1940 Act''). \4\ The Fund would seek investment results that 
correspond generally to the price and yield performance, before fees 
and expenses, of the FTSE EPRA/NAREIT Asia Index (``Underlying Index'' 
or ``Index''). The Underlying Index measures the stock performance of 
companies engaged in the ownership and development of the Asian real 
estate market. Because all of the securities included in the Underlying 
Index are issued by companies engaged in the ownership and development 
of the Asian real estate market, the Fund would always be concentrated 
in the Asian real estate industry. The Fund would only concentrate its 
investments in a particular industry or group of industries to 
approximately the same extent as the Index is so concentrated.
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    \4\ See Post-Effective Amendment No. 78 to the Trust's 
Registration Statement on Form N-1A, as filed with the Commission on 
April 23, 2007 and accompanying Statement of Additional Information 
(``SAI'') (File Nos. 333-92935 and 811-09729) (``Registration 
Statement''). The Trust was established as a Delaware statutory 
trust on December 16, 1999.
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    Under NYSE Arca Equities Rule 5.2(j)(3), the Exchange may list and/
or trade ``Investment Company Units'' (``ICUs'') \5\ pursuant to 
unlisted trading privileges (``UTP''). The Fund does not meet the 
``generic'' listing requirements of NYSE Arca Equities Rule 5.2(j)(3) 
applicable to the listing of ICUs based on international or global 
indexes adopted pursuant to Rule 19b-4(e) under the Act,\6\ and thus 
cannot be listed without a filing made pursuant to Rule 19b-4 under the 
Act. Specifically, the Underlying Index does not meet the requirement 
of Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3) that, 
for component stocks that in the aggregate account for at least 90% of 
the weight of the Underlying Index, each of such stocks must have a 
minimum

[[Page 37292]]

worldwide monthly trading volume during each of the last six months of 
at least 250,000 shares.\7\
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    \5\ See Securities Exchange Act Release Nos. 41983 (October 6, 
1999), 64 FR 56008 (October 15, 1999) (SR-PCX-98-29) (approving, 
among other things, the listing and trading of ICUs); 44551 (July 
12, 2001), 66 FR 37716 (July 19, 2001) (SR-PCX-2001-14) (approving 
generic listing standards for ICUs); and 55621 (April 12, 2007), 72 
FR 19571 (April 18, 2007) (SR-NYSEArca-2006-86) (approving generic 
listing standards for ICUs based on international or global 
indexes).
    \6\ 17 CFR 240.19b-4(e).
    \7\ Component stocks in the aggregate accounting for 89.3% of 
the weight of the Underlying Index had a minimum worldwide monthly 
trading volume during each of the last six months of at least 
250,000 shares, as of May 2, 2007. Source: Bloomberg.
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    The Exchange notes that the Commission has previously approved an 
exchange rule for the trading of funds based upon indexes that did not 
meet the six month volume requirement.\8\
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    \8\ See Securities and Exchange Act Release No. 46306 (August 2, 
2002), 67 FR 51916 (August 9, 2002) (SR-NYSE-2002-28) (approving the 
following funds for trading under unlisted trading privileges on the 
New York Stock Exchange (``NYSE''): (1) Vanguard Total Stock Market 
VIPERs; (2) iShares Russell 2000 Index Funds; (3) iShares Russell 
2000 Value Index Funds; and (4) iShares Russell 2000 Growth Index 
Fund.)
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Operation of the Fund
    Barclays Global Fund Advisors (``BGFA''), a subsidiary of Barclays 
Global Investors, N.A. (``BGI''), would be the investment adviser 
(``Advisor'') to the Fund. The Advisor is registered as an investment 
adviser under section 203 of the Investment Advisers Act of 1940 
(``Advisers Act'').\9\ As the Advisor, BGFA would have overall 
responsibility for the general management and administration of the 
Trust. BGFA would provide an investment program for the Fund and would 
manage the investment of the Fund's assets. In seeking to achieve a 
Fund's investment objective, BGFA would use teams of portfolio 
managers, investment strategists, and other investment specialists. 
BGFA would also arrange for transfer agency, custody, fund 
administration, and all other non-distribution-related services 
necessary for the Fund to operate. While the Fund would be managed by 
the Advisor or portfolio manager, the Trust's Board of Trustees would 
have responsibility for the overall management and operations of the 
Fund.
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    \9\ 15 U.S.C. 80b.
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The Index Provider
    FTSE International Limited (``FTSE'') (``Index Provider'') is the 
provider of the Index. FTSE is an independent company whose sole 
business is the creation and management of indices and associated data 
services. FTSE is a joint venture between The Financial Times and the 
London Stock Exchange and ``FTSETM'' is a trademark owned 
jointly by the London Stock Exchange plc and The Financial Times 
Limited. FTSE calculates over 60,000 indices daily, including more than 
600 real-time indices. ``NAREIT[supreg]'' is a trademark of National 
Association of Real Estate Investment Trusts (``NAREIT''). Both the 
FTSE and NAREIT trademarks are used by FTSE under license. 
``EPRA[supreg]'' is the trademark of the European Public Real Estate 
Association (``EPRA''). FTSE is neither a registered broker dealer nor 
is it affiliated with the Trust, BGFA, or its affiliates, or SEI 
Investments Distribution Co. (``SEI''), the distributor of the Fund (as 
discussed below).\10\ BGI has entered into a license agreement with 
FTSE to use the Underlying Index and is sub-licensing rights in the 
Underlying Index to the Trust at no charge.
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    \10\ See e-mail on June 28, 2007 from Tim Malinowski, Director, 
NYSE Group, Inc. to Mitra Mehr, Special Counsel, Division of Market 
Regulation (``Division''), Commission (``June 28th E-mail'').
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Administrator, Custodian, and Transfer Agent
    Investors Bank & Trust Company (``Investors Bank'') would serve as 
administrator, custodian, and transfer agent for the Fund 
(``Administrator''). Under the Administration Agreement with the Trust, 
the Administrator would provide necessary administrative, legal, tax, 
accounting, and financial reporting services for the maintenance and 
operations of the Trust and the Fund. Under the Custodian Agreement 
with the Trust, the Administrator would maintain cash, securities, and 
other assets of the Trust and the Fund and would keep all necessary 
accounts and records. The Administrator would be required to deliver 
securities held by the Administrator and make payments for securities 
purchased by the Trust for the Fund. Also, under a Delegation 
Agreement, the Administrator may appoint certain foreign custodians or 
foreign custody managers for Fund investments outside the United 
States. Pursuant to a Transfer Agency and Service Agreement with the 
Trust, the Administrator would act as a transfer agent for the Fund's 
authorized and issued shares of beneficial interest, and as dividend 
disbursing agent of the Trust.
The Distributor
    SEI would be the distributor of shares of the Trust 
(``Distributor''). The Distributor has entered into a Distribution 
Agreement with the Trust pursuant to which it would distribute Shares 
of the Fund. Shares would be offered continuously for sale by the Fund 
through the Distributor only in Creation Unit Aggregations (as 
described more fully below). Shares in less than Creation Unit 
Aggregations would not be distributed by the Distributor. The 
Distributor would deliver the prospectus and, upon request, the 
Statement of Additional Information (``SAI'') to persons purchasing 
Creation Unit Aggregations and would maintain records of both orders 
placed with it and confirmations of acceptance furnished by it. The 
Distributor is a broker-dealer registered under the Act and a member of 
NASD.
    The Fund intends to qualify as a ``regulated investment company'' 
(``RIC'') under the Internal Revenue Code (``Code''). The Fund must, 
among other things, meet certain diversification tests imposed by the 
Code to satisfy RIC requirements.\11\
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    \11\ Among these is a requirement that, at the close of each 
quarter of the Fund's taxable year: (i) At least 50% of the market 
value of the Fund's total assets must be represented by cash items, 
U.S. government securities, securities of other RICs, and other 
securities, with such other securities limited for the purpose of 
this calculation with respect to any one issuer to an amount not 
greater than 5% of the value of the Fund's assets and not greater 
than 10% of the outstanding voting securities of such issuer; and 
(ii) not more than 25% of the value of its total assets may be 
invested in securities of any one issuer, or two or more issuers 
that are controlled by the Fund (within the meaning of Section 
851(b)(4)(B) of the Code) and that are engaged in the same or 
similar trades or business (other than U.S. government securities or 
other RICs).
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Description of the Fund and the Underlying Index
    The Underlying Index is sponsored by the Index Provider. The Index 
Provider determines the relative weightings of the securities in the 
Underlying Index and publishes information regarding the market value 
of the Underlying Index.
    The Advisor would use a ``passive'' or ``indexing'' approach to try 
to achieve the Fund's investment objective. The Fund would not try to 
``beat'' the index it tracks and would not seek temporary defensive 
positions when markets decline or appear overvalued. Indexing 
eliminates the chance that the Fund may substantially outperform the 
Underlying Index, but also may eliminate some of the risk of active 
management, such as poor security selection. Indexing seeks to achieve 
lower costs and better after-tax performance by keeping portfolio 
turnover low in comparison to actively managed investment companies.
    The Fund would invest at least 90% of its assets in the securities 
of its Underlying Index or in American Depositary Receipts, Global 
Depositary Receipts or European Depositary Receipts representing 
securities in the Underlying Index. The Fund may invest the remainder 
of its assets in securities not included in the Underlying Index, but 
which the Advisor believes would help the Fund track the Underlying

[[Page 37293]]

Index. For example, the Fund may invest in securities not included in 
the Underlying Index to reflect various corporate actions (such as 
mergers) and other changes in the Underlying Index (such as 
reconstitutions, additions, and deletions). The Fund also may invest 
its other assets in futures contracts or other derivatives related to 
the Underlying Index, as well as cash and cash equivalents, including 
shares of money market funds affiliated with the Advisor. The Advisor 
would use a representative sampling indexing strategy for the Fund.\12\
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    \12\ ``Representative sampling'' is an indexing strategy that 
involves investing in a representative sample of the securities, 
included in the Underlying Index, that collectively have an 
investment profile similar to the Underlying Index. The securities 
selected are expected to have, in the aggregate, investment 
characteristics (based on factors such as market capitalization and 
industry weightings), fundamental characteristics (such as return 
variability, earnings valuation, and yield), and liquidity measures 
similar to those of the Underlying Index. The Fund may or may not 
hold all of the securities that are included in the Underlying 
Index.
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    The Advisor expects that, over time, the correlation between the 
Fund's performance and that of the Underlying Index, before fees and 
expenses, would be 95% or better. A correlation percentage of 100% 
would indicate perfect correlation. The difference between 100% 
correlation and the Fund's actual percentage correlation with the 
Underlying Index is called ``tracking error.'' The Fund's use of a 
representative sampling indexing strategy can be expected to result in 
greater tracking error than if the Fund used a replication indexing 
strategy. ``Replication'' is an indexing strategy in which a fund 
invests in substantially all of the securities in its underlying index 
in approximately the same proportions as in the underlying index.
    The Underlying Index is included in the FTSE EPRA/NAREIT Global 
Real Estate Index Series (``FTSE EPRA/NAREIT Indices''). The FTSE EPRA/
NAREIT Indices are primarily rule-based, but are also monitored by the 
applicable regional FTSE EPRA/NAREIT Global Index Advisory Committees. 
FTSE EPRA/NAREIT defines the Global Real Estate market as: North 
America (including Canada and the United States), Europe (including 
Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, 
Greece, Hungary, Ireland, Italy, Luxembourg, Netherlands, Norway, 
Poland, Portugal, Spain, Sweden, Switzerland and the United Kingdom 
(including the Channel Islands)) and Asia (including Australia, Hong 
Kong, Japan, New Zealand, South Korea, and Singapore). In determining 
geographic allocations, FTSE EPRA/NAREIT primarily considers the REIT's 
country of incorporation and listing. The FTSE EPRA/NAREIT Indices are 
free float-adjusted market capitalization weighted.
    To qualify for inclusion in the FTSE EPRA/NAREIT Indices, a company 
must be a closed-end company and listed on an official stock exchange 
and meet certain trading volume requirements as determined by FTSE 
EPRA/NAREIT.\13\ Also, companies must meet geographic financial 
standards demonstrating that a majority of a company's earnings or bulk 
of total assets is the result of real estate activity as determined by 
FTSE EPRA/NAREIT. Relevant real estate activities are defined as the 
ownership, trading and development of income-producing real estate.
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    \13\ All securities in the Index are listed on exchanges with 
last-sale reporting. See e-mail on June 13, 2007 from Tim 
Malinowski, Director, NYSE Group, Inc. to Mitra Mehr, Special 
Counsel, Division, Commission (``June 13th E-mail'').
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    The components of the FTSE EPRA/NAREIT Indices are generally 
required to meet the following criteria where applicable: to be added 
to the Index, at the quarterly review, non-components must have an 
investable market capitalization equal to or greater than the amounts 
as determined by FTSE EPRA/NAREIT.\14\ An existing component of the 
FTSE EPRA/NAREIT Indices would be removed from the Indices unless it 
has an investable market capitalization above certain thresholds 
determined by FTSE EPRA/NAREIT.
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    \14\ See June 13th E-mail.
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    Under normal circumstances, the quarterly review occurs on the 
Wednesday following the first Friday of March, June, September and 
December, using data from the close of business on the first Friday of 
March, June, September and December. Adjustments in stock weightings 
and components resulting from the periodic assessment become effective 
on the next trading day following the third Friday of March, June, 
September and December.
    In between reviews, a new issue with an investable market 
capitalization (i.e., after the application of investability 
weightings) of equal or greater than the amounts as determined by FTSE 
EPRA/NAREIT for the respective region would be included into the FTSE 
EPRA/NAREIT Indices after the close of business on the first day of 
trading of the new issue.
    The FTSE EPRA/NAREIT Indices are calculated in real time and 
generally published throughout the business day, and distributed 
primarily through international data vendors. Daily values are also 
made available to major newspapers and can be found at the FTSE Web 
site and the EPRA Web site. The FTSE EPRA/NAREIT Indices are published 
and calculated using trading values (real-time throughout the day, and 
closing values at the end of the day) and WM/Reuters Closing Spot Rates 
for currency values. The Fund would issue and redeem, on a continuous 
basis, shares at its net asset value (``NAV'') only in blocks of 50,000 
shares or multiples thereof (each, a ``Creation Unit'' or a ``Creation 
Unit Aggregation'').
    Only certain large institutional investors known as Authorized 
Participants (as defined below) may purchase or redeem Creation Units 
directly with the Fund at the NAV. These transactions are usually in 
exchange for a basket of securities similar to the Fund's portfolio and 
an amount of cash. Except when aggregated in Creation Units, Shares of 
the Fund are not redeemable securities. Shareholders who are not 
Authorized Participants may not redeem shares directly from the Fund.
    The Fund would impose a purchase transaction fee and a redemption 
transaction fee to offset transfer and other transaction costs 
associated with the issuance and redemption of Creation Units. 
Purchasers and redeemers of Creation Units for cash are required to pay 
an additional variable charge to compensate for brokerage and market 
impact expenses. The creation and redemption transaction fees for 
creations and redemptions in-kind for the Fund are described in the 
Fund's prospectus.
    All orders to purchase Shares of the Fund in Creation Units must be 
placed with the Distributor by or through an ``Authorized 
Participant,'' which is either: (i) A ``Participating Party,'' i.e., a 
broker-dealer or other participant in the clearing process through the 
Continuous Net Settlement System of the National Securities Clearing 
Corporation (``NSCC''), a clearing agency that is registered with the 
Commission (``Clearing Process''); or (ii) a Depository Trust Company 
(``DTC'') Participant that has executed a ``Participant Agreement'' 
with the Distributor.
Consideration for Purchase of Creation Units
    The consideration for purchase of Creation Unit Aggregations of the 
Fund generally consists of the in-kind deposit of a designated 
portfolio of equity securities, the Deposit Securities, which 
constitutes a substantial replication, or a portfolio sampling 
representation, of the stocks included in the Fund's Underlying Index 
and an amount of

[[Page 37294]]

cash (``Cash Component'') computed as described below. Together, the 
Deposit Securities and the Cash Component constitute the ``Fund 
Deposit,'' which represents the minimum initial and subsequent 
investment amount for a Creation Unit Aggregation.
    The Cash Component is sometimes also referred to as the ``Balancing 
Amount.'' The Cash Component serves the function of compensating for 
any difference between the NAV per Creation Unit Aggregation and the 
Deposit Amount. The Cash Component is an amount equal to the difference 
between the NAV of the shares (per Creation Unit Aggregation) and the 
``Deposit Amount,'' which is an amount equal to the market value of the 
Deposit Securities. If the Cash Component is a positive number (i.e., 
the NAV per Creation Unit Aggregation exceeds the Deposit Amount), the 
creator would deliver the Cash Component. If the Cash Component is a 
negative number (i.e., the NAV per Creation Unit Aggregation is less 
than the Deposit Amount), the creator would receive the Cash Component. 
Computation of the Cash Component excludes any stamp duty or other 
similar fees and expenses payable upon transfer of beneficial ownership 
of the Deposit Securities, which shall be the sole responsibility of 
the Authorized Participant.
    BGFA, through the NSCC, makes available on each business day, prior 
to 9:30 a.m. Eastern Time, the list of the names and the required 
number of shares of each Deposit Security to be included in the current 
Fund Deposit (based on information at the end of the previous business 
day) for the Fund. Such Deposit Securities are applicable, subject to 
any adjustments as described below, to effect creations of Creation 
Unit Aggregations of the Fund until such time as the next-announced 
composition of the Deposit Securities is made available. The identity 
and number of shares of the Deposit Securities required for the Fund 
Deposit changes as rebalancing adjustments and corporate action events 
are reflected from time to time by BGFA with a view to the investment 
objective of the Fund. The composition of the Fund may also change in 
response to adjustments to the weighting or composition of the 
component securities of the Underlying Index.
    In addition, the Trust reserves the right to permit or require the 
substitution of an amount of cash (i.e., a ``cash in lieu'' amount) to 
be added to the Cash Component to replace any Deposit Security that may 
not be available in sufficient quantity for delivery or that may not be 
eligible for transfer through the systems of DTC or the Clearing 
Process. The Trust also reserves the right to permit or require a 
``cash in lieu'' amount where the delivery of the Deposit Security by 
the Authorized Participant would be restricted under the securities 
laws or where the delivery of the Deposit Security to the Authorized 
Participant would result in the disposition of the Deposit Security by 
the Authorized Participant becoming restricted under the securities 
laws, or in certain other situations. The adjustments described above 
would reflect changes known to BGFA on the date of announcement to be 
in effect by the time of delivery of the Fund Deposit, in the 
composition of the Underlying Index or resulting from certain corporate 
actions.
Redemption of Shares in Creation Units
    Shares may be redeemed only in Creation Unit Aggregations at their 
NAV next determined after receipt of a redemption request in proper 
form by the Fund through Investors Bank and only on a business day. The 
Fund would not redeem Shares in amounts less than Creation Unit 
Aggregations. A beneficial owner must accumulate enough Shares in the 
secondary market to constitute a Creation Unit Aggregation to have such 
Shares redeemed by the Trust. There can be no assurance, however, that 
there would be sufficient liquidity in the public trading market at any 
time to permit assembly of a Creation Unit Aggregation. Investors 
should expect to incur brokerage and other costs in connection with 
assembling a sufficient number of Shares to constitute a redeemable 
Creation Unit Aggregation.
    With respect to the Fund, BGFA, through the NSCC and the 
Distributor, would make available immediately prior to 9:30 a.m. 
Eastern Time on each business day, the identity of the Fund securities 
that would be applicable (subject to possible amendment or correction) 
to redemption requests received in proper form on that day (``Fund 
Securities''). Fund Securities received on redemption may not be 
identical to Deposit Securities that are applicable to creations of 
Creation Unit Aggregations.
    Unless cash redemptions are available or specified for the Fund, 
the redemption proceeds for a Creation Unit Aggregation would generally 
consist of Fund Securities--as announced on the business day of the 
request for redemption received in proper form--plus cash in an amount 
equal to the difference between the NAV of the shares being redeemed, 
as next determined after a receipt of a request in proper form, and the 
value of the Fund Securities (``Cash Redemption Amount''), less a 
redemption transaction fee as described below. If the Fund Securities 
have a value greater than the NAV of the Shares, a compensating cash 
payment equal to the difference must be made by or through an 
Authorized Participant by the redeeming shareholder.
    Redemptions of shares for Fund Securities would be subject to 
compliance with applicable federal and state securities laws and the 
Fund (whether or not it otherwise permits cash redemptions) reserves 
the right to redeem Creation Unit Aggregations for cash to the extent 
that the Trust could not lawfully deliver specific Fund Securities upon 
redemptions or could not do so without first registering the Fund 
Securities under such laws. An Authorized Participant or an investor 
for which it is acting subject to a legal restriction with respect to a 
particular stock included in the Fund Securities applicable to the 
redemption of a Creation Unit Aggregation, may be paid an equivalent 
amount of cash. This would specifically prohibit delivery of Fund 
Securities that are not registered in reliance upon Rule 144A under the 
Securities Act of 1933 (``Securities Act'') to a redeeming beneficial 
owner that is not a ``qualified institutional buyer,'' as such term is 
defined under Rule 144A of the Securities Act. The Authorized 
Participant may request the redeeming beneficial owner of the shares to 
complete an order form or to enter into agreements with respect to such 
matters as compensating cash payment.
    The right of redemption may be suspended or the date of payment 
postponed for the Fund: (i) For any period during which the Exchange is 
closed (other than customary weekend and holiday closings); (ii) for 
any period during which trading on the Exchange is suspended or 
restricted; (iii) for any period during which an emergency exists as a 
result of which disposal of the shares of the Fund or determination of 
the Fund's NAV is not reasonably practicable; or (iv) in such other 
circumstances as is permitted by the Commission.
Dividends and Distributions
    Dividends from net investment income, if any, would be declared and 
paid at least annually by the Fund. Distributions of net realized 
securities gains, if any, generally would be declared and paid once a 
year, but the Trust may make distributions on a more frequent basis for 
the Fund. The Trust reserves the right to declare special distributions 
if, in its reasonable

[[Page 37295]]

discretion, such action is necessary or advisable to preserve the 
status of the Fund as a RIC or to avoid imposition of income or excise 
taxes on undistributed income.
    Dividends and other distributions on shares would be distributed on 
a pro-rata basis to beneficial owners of such shares. Dividend payments 
would be made through DTC Participants to beneficial owners then of 
record with proceeds received from the Fund.
Dividend Reinvestment Service
    No dividend reinvestment service would be provided by the Trust. 
Broker-dealers may make available the DTC book-entry Dividend 
Reinvestment Service for use by beneficial owners of the Fund for 
reinvestment of their dividend distributions. Beneficial owners should 
contact their broker to determine the availability and costs of the 
service and the details of participation therein. Brokers may require 
beneficial owners to adhere to specific procedures and timetables. If 
this service is available and used, dividend distributions of both 
income and realized gains would be automatically reinvested in 
additional whole shares of the Fund purchased in the secondary market.
Availability of Information Regarding Shares and Underlying Index
    The Advisor, through the NSCC, would make available on each 
business day, prior to 9:30 a.m. Eastern Time, a list of the names and 
the required number of shares of each Deposit Security to be included 
in the current Fund Deposit (based on information at the end of the 
previous business day) for the Fund.
    Additional information regarding the indicative value of shares of 
the Fund, also known as the ``indicative optimized portfolio value'' 
(``IOPV''), would be disseminated at least every 15 seconds through the 
Consolidated Tape from 9:30 a.m. to 4:15 p.m. Eastern Time by the 
Exchange or a major market data vendor. If the IOPV does not change 
during the Exchange's Opening Session or Late Trading Session, then the 
last official calculated IOPV would remain available to investors.\15\ 
The IOPV does not necessarily reflect the precise composition of the 
current portfolio of securities held by the Fund at a particular point 
in time or the best possible valuation of the current portfolio. 
Therefore, the IOPV should not be viewed as a ``real-time'' update of 
the NAV, which is computed only once a day. The IOPV is generally 
determined by using both current market quotations and/or price 
quotations obtained from broker-dealers that may trade in the portfolio 
securities held by the Fund.
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    \15\ See e-mail on June 21, 2007 from Andrew Stevens, Assistant 
General Counsel, NYSE Group, Inc. to Mitra Mehr, Special Counsel, 
Division, Commission. All of the exchanges on which the underlying 
components of the Index trade will be closed during the Exchange's 
Opening Session. See June 13th E-mail.
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    According to the Fund's Registration Statement, Investors Bank 
would calculate the NAV for the Fund generally once daily Monday 
through Friday generally as of the regularly scheduled close of 
business of the NYSE (normally 4 p.m. Eastern Time) on each day that 
the NYSE is open for trading, based on prices at the time of closing, 
provided that: (i) Any assets or liabilities denominated in currencies 
other than the U.S. dollar shall be translated into U.S. dollars at the 
prevailing market rates on the date of valuation as quoted by one or 
more major banks or dealers that makes a two-way market in such 
currencies (or a data service provider based on quotations received 
from such banks or dealers); and (ii) U.S. fixed income assets may be 
valued as of the announced closing time for trading in fixed income 
instruments on any day that the Securities Industry and Financial 
Markets Association (SIFMA) announces an early closing time. The NAV of 
the Fund would be calculated by dividing the value of the net assets of 
the Fund (i.e., the value of its total assets less total liabilities) 
by the total number of outstanding shares of the Fund, generally 
rounded to the nearest cent.
    In calculating a Fund's NAV, a Fund's investments are generally 
valued using market valuations. If current market valuations are not 
readily available or such valuations do not reflect current market 
values, the affected investments would be valued using fair value 
pricing pursuant to the pricing policy and procedures approved by the 
Board of Trustees. The frequency with which a Fund's investments are 
valued using fair value pricing is primarily a function of the types of 
securities and other assets in which a Fund invests pursuant to its 
investment objective, strategies, and limitations.\16\ Because foreign 
markets may be open on different days than the days during which a 
shareholder may purchase the Fund's Shares, the value of the Fund's 
investments may change on days when shareholders are not able to 
purchase the Fund's Shares.
---------------------------------------------------------------------------

    \16\ Valuing a Fund's investments using fair value pricing would 
result in using prices for those investments that may differ from 
current market valuations. Use of fair value prices and certain 
current market valuations could result in a difference between the 
prices used to calculate a Fund's NAV and the prices used by the 
Fund's Underlying Index, which in turn could result in a difference 
between the Fund's performance and the performance of the Fund's 
Underlying Index.
---------------------------------------------------------------------------

    The value of assets denominated in foreign currencies is converted 
into U.S. dollars using exchange rates deemed appropriate by BGFA. Any 
use of a different rate from the rates used by an Index Provider may 
adversely affect a Fund's ability to track its Underlying Index.
    The NAV for the Fund would be calculated and disseminated daily. In 
addition, the Trust's Web site would include the Fund's Prospectus and 
SAI, information regarding the Underlying Index for the Fund, the prior 
business day's NAV, and the mid-point of the bid-ask spread at the time 
of calculation of the NAV (``Bid/Ask Price''), a calculation of the 
premium or discount of the Bid/Ask Price at the time of calculation of 
the NAV against such NAV, the component securities of the Underlying 
Index, and a description of the methodology used in these computations. 
The Bid/Ask Price of the Fund is determined using the highest bid and 
the lowest offer on the exchange on which the shares are listed for 
trading. The Exchange would also make available quotation information 
including Total Cash Amount Per Creation Unit, Shares Outstanding, and 
the Fund's NAV on a daily basis by means of CTA and CQ High Speed 
Lines.
    BGFA has informed the Exchange that the Fund would make the Fund's 
NAV available to all market participants at the same time. If the 
Exchange becomes aware that the NAV is not disseminated to all market 
participants at the same time, the Exchange would halt trading in the 
Fund Shares.
    The closing prices of the Fund's Deposit Securities are readily 
available from, as applicable, the relevant exchange, automated 
quotation systems, and published or other public sources or on-line 
information services that are major market data vendors, such as 
Bloomberg or Reuters. Similarly, information regarding market prices 
and volume of Shares would be broadly available on a real-time basis 
throughout the trading day. Quotation and last-sale information for the 
Shares would be widely disseminated pursuant to the CTA Plan. The 
previous day's closing price and volume information for the Shares 
would be published daily in the financial sections of many newspapers.
    The value of the Underlying Index would be updated intra-day as 
individual component securities change in price and would be widely 
disseminated at least every 60 seconds

[[Page 37296]]

throughout NYSE Arca Marketplace trading hours (4 a.m. to 8 p.m. 
Eastern Time) by one or more major market data vendors. If the official 
index value does not change during some or all of the period when 
trading is occurring on the NYSE Arca Marketplace (for example, for 
indexes of non-U.S. component stocks because of time zone differences 
or holidays in the countries where such indexes' component stocks 
trade), then the last calculated official index value would remain 
available throughout NYSE Arca Marketplace trading hours.
The Underlying Index
    As of May 2, 2007, the FTSE EPRA/NAREIT Asia Index component 
securities had a market capitalization of approximately 
$300,860,000,000, representing 85 securities. The average market 
capitalization was approximately $3,540,000,000. The five highest 
weighted securities represented approximately 39.44% of the index 
weight. The heaviest weighted security represented approximately 10.2% 
of the index weight.\17\
---------------------------------------------------------------------------

    \17\ Source: Bloomberg.
---------------------------------------------------------------------------

Criteria for Initial and Continued Listing
    The Shares would be required to satisfy the criteria for initial 
and continued listing of ICUs under NYSE Arca Equities Rules 5.2(j)(3) 
(including the ``generic'' listing standards under Commentary .01 
except the trading volume requirement of Commentary .01(a)(B)(2)) \18\ 
and 5.5(g)(2). For instance, a minimum of two Creation Units (at least 
100,000 Shares) would be required to be outstanding at the start of 
trading. This minimum number of Shares required to be outstanding at 
the start of trading would be comparable to requirements that have been 
applied to previously listed series of ICUs. The Exchange believes that 
the proposed minimum number of Shares outstanding at the start of 
trading is sufficient to provide market liquidity.
---------------------------------------------------------------------------

    \18\ See June 28th E-mail, supra note 10.
---------------------------------------------------------------------------

    The continued listing criteria for ICUs under NYSE Arca Equities 
Rule 5.5(g)(2) provide that the Exchange would consider the suspension 
of trading and delisting (if applicable) of the Shares in any of the 
following circumstances:
     Following the initial 12-month period beginning upon the 
commencement of trading of the Shares of the Fund, there are fewer than 
50 record and/or beneficial holders of such Shares for 30 or more 
consecutive trading days;
     The value of the Underlying Index of the Fund is no longer 
calculated or available; or
     Such other event occurs or condition exists that, in the 
opinion of the Exchange, makes further dealings on the Exchange 
inadvisable.
    In addition, the Exchange would remove the Shares from trading and 
listing upon termination of the Trust. The Exchange represents the 
Trust is required to comply with Rule 10A-3 under the Act \19\ for the 
initial and continued listing of the Shares.
---------------------------------------------------------------------------

    \19\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. The trading hours for 
the Fund on the Exchange are the same as those set forth in NYSE Arca 
Equities Rule 7.34 (4 a.m. to 8 p.m. Eastern Time). The minimum trading 
increment for shares of the Fund on the Exchange would be $0.01.
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Fund. Trading may be halted because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable. These may include: (i) The 
extent to which trading is not occurring in the securities comprising 
an Underlying Index and/or the financial instruments of a Fund; or (ii) 
whether other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present. In addition, 
trading in the Shares could be halted pursuant to the Exchange's 
``circuit breaker'' rule \20\ or by the halt or suspension of trading 
of the underlying securities. If the IOPV or the Index value is not 
being calculated or widely disseminated as required, the Exchange may 
halt trading during the day in which the interruption to the 
calculation or wide dissemination of the IOPV or the Index value 
occurs. If the interruption to the calculation or wide dissemination of 
the IOPV or the Index value persists past the trading day in which it 
occurred, the Exchange would halt trading no later than the beginning 
of the trading day following the interruption.\21\
---------------------------------------------------------------------------

    \20\ See NYSE Arca Equities Rule 7.12.
    \21\ See NYSE Arca Equities Rule 5.5(g)(2)(b).
---------------------------------------------------------------------------

Surveillance
    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative products to monitor trading in the 
Shares. The Exchange represents that these procedures are adequate to 
properly monitor Exchange trading of the Shares in all trading sessions 
and to deter and detect violations of Exchange rules.
    The Exchange's current trading surveillance focuses on detecting 
when securities trade outside their normal patterns. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange may obtain information via the Intermarket 
Surveillance Group (``ISG'') from other exchanges who are members or 
affiliates of the ISG.\22\ In addition, the Exchange also has a general 
policy prohibiting the distribution of material, non-public information 
by its employees.
---------------------------------------------------------------------------

    \22\ For a list of the current members and affiliate members of 
ISG, see http://www.isgportal.com. The Exchange notes that not all 
of the underlying securities may trade on exchanges that are members 
or affiliate members of the ISG.
---------------------------------------------------------------------------

Information Bulletin
    Prior to the commencement of trading, the Exchange would inform its 
ETP Holders in an Information Bulletin (``Bulletin'') of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Bulletin would discuss the following: (i) The 
procedures for purchases and redemptions of Shares in Creation Unit 
Aggregations (and that Shares are not individually redeemable); (ii) 
NYSE Arca Equities Rule 9.2(a),\23\ which imposes a duty of due 
diligence on its ETP Holders to learn the essential facts relating to 
every customer prior to trading the Shares; (iii) how information 
regarding the IOPV is disseminated; (iv) the requirement that ETP 
Holders deliver a prospectus to investors purchasing newly issued 
Shares prior to or concurrently with the confirmation of a transaction; 
and (v) trading information.
---------------------------------------------------------------------------

    \23\ NYSE Arca Equities Rule 9.2(a) provides that an ETP Holder, 
before recommending a transaction, must have reasonable grounds to 
believe that the recommendation is suitable for its customer based 
on any facts disclosed by the customer as to his other security 
holdings and as to his financial situation and needs. Further, the 
rule provides, with a limited exception, that prior to the execution 
of a transaction recommended to a non-institutional customer, the 
ETP Holder shall make reasonable efforts to obtain information 
concerning the customer's financial status, tax status, investment 
objectives, and any other information that it believes would be 
useful to make a recommendation. See Securities Exchange Act Release 
No. 54045 (June 26, 2006), 71 FR 37971 (July 3, 2006) (SR-PCX-2005-
115).
---------------------------------------------------------------------------

    In addition, the Bulletin would reference that the Trust is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin

[[Page 37297]]

would also discuss any exemptive, no-action, and interpretive relief 
granted by the Commission from section 11(d)(1) of the Act \24\ and 
certain rules under the Act, including Rule 10a-1, Regulation SHO, Rule 
10b-10, Rule 14e-5, Rule 10b-17, Rule 11d1-2, Rules 15c1-5 and 15c1-6, 
and Rules 101 and 102 of Regulation M under the Act.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78k(d)(1).
---------------------------------------------------------------------------

    The Bulletin would also disclose that the NAV for the Shares would 
be calculated after 4 p.m. Eastern Time each trading day.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6(b) of the Act,\25\ in general, and furthers the 
objectives of section 6(b)(5),\26\ 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 mechanism of a 
free and open market and a national market system.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
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

    Written comments on the proposed rule change were neither solicited 
nor received.

III. 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 [email protected]. Please include 
File Number SR-NYSEArca-2007-47 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.
    All submissions should refer to File Number SR-NYSEArca-2007-47. 
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 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-2007-47 and should 
be submitted on or before July 30, 2007.

IV. Commission's Findings and Order Granting Accelerated Approval of 
the Proposed Rule Change

    After careful consideration, the Commission finds that the proposed 
rule change is consistent with the requirements of the Act and the 
rules and regulations thereunder applicable to a national securities 
exchange.\27\ In particular, the Commission finds that the proposed 
rule change is consistent with section 6(b)(5) of the Act,\28\ which 
requires that the rules of an exchange be designed, among other things, 
to promote just and equitable principles of trade, 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. Although NYSE Arca Equities Rule 5.2(j)(3) permits the 
Exchange to either originally list and trade ICUs or trade ICUs 
pursuant to UTP, the Shares do not meet the ``generic'' listing 
requirements of NYSE Arca Rule 5.2(j)(3) (permitting listing in 
reliance upon Rule 19b-4(e) under the Act\29\) because the components 
of the Index underlying the Fund do not meet the initial listing 
requirements of Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 
5.2(j)(3). Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3) 
requires that, upon the initial listing of any series of ICUs, the 
component stocks that in the aggregate account for at least 90% of the 
weight of the index or portfolio each must have a minimum worldwide 
trading volume during each of the last six months of at least 250,000 
shares. The Exchange represents that Index component stocks each having 
a worldwide monthly trading volume of at least 250,000 shares in the 
aggregate accounted for 89.3% of the weight of the Underlying Index in 
the aggregate during each month from November 2006 through April 
2007.\30\ Because such percentage misses the minimum required threshold 
by approximately 0.7%, the Shares cannot be listed and traded pursuant 
to NYSE Arca Equities Rule 5.2(j)(3). The Commission believes, however, 
that the listing and trading of the Shares, would be consistent with 
the Act. The Commission notes that it has previously approved exchange 
rules that contemplate the listing and trading of derivative securities 
products based on indices that were composed of stocks that did not 
meet certain quantitative generic listing criteria by only a slight 
margin.\31\
---------------------------------------------------------------------------

    \27\ In approving this rule change, the Commission notes that it 
has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \28\ 15 U.S.C. 78f(b)(5).
    \29\ 17 CFR 240.19b-4(e).
    \30\ See supra note 7.
    \31\ See Securities Exchange Act Release Nos. 55890 (June 8, 
2007), 72 FR 33264 (June 15, 2007) (NYSEArca-2007-37) (approving the 
listing and trading of shares of four funds of StateShares, Inc. 
where the Underlying Index of each fund did not meet the requirement 
of NYSE Arca's generic listing standards that component stocks 
representing at least 90% of the weight of each Underlying Index 
have a minimum monthly trading volume during each of the last six 
months of at least 250,000 shares); 55699 (May 3, 2007), 72 FR 26435 
(May 9, 2007) (SR-NYSEArca-2007-27) (approving the listing and 
trading of shares of the iShares FTSE NAREIT Residential Index Fund 
where the weighting of the five highest components of the underlying 
index was marginally higher than that required by NYSE Arca's 
generic listing standards); and 52826 (November 22, 2005), 70 FR 
71874 (November 30, 2005) (SR-NYSEArca-2005-67) (approving the 
listing and trading of shares of the iShares Dow Jones U.S. Energy 
Sector Index Fund and the iShares Dow Jones U.S. Telecommunications 
Sector Index Fund where the weightings of the most heavily weighted 
component stock and the five highest components of the underlying 
indexes, respectively, were higher than that required by NYSE Arca, 
Inc.'s relevant generic listing standards). See also Securities 
Exchange Act Release No. 46306 (August 2, 2002), 67 FR 51916 (August 
9, 2002) (SR-NYSE-2002-28) (approving the trading pursuant to UTP of 
shares of Vanguard Total Stock Market--VIPERs, iShares Russell 2000 
Index Funds, iShares Russell 2000 Value Index Funds and iShares 
Russell 2000 Growth Funds, none of which met the trading volume 
requirement of the generic listing criteria for NYSE).

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[[Page 37298]]

    The Commission further believes that the proposal is consistent 
with section 11A(a)(1)(C)(iii) of the Act,\32\ which sets forth 
Congress' finding that it is in the public interest and appropriate for 
the protection of investors and the maintenance of fair and orderly 
markets to assure the availability to brokers, dealers, and investors 
of information with respect to quotations for and transactions in 
securities. Quotation and last-sale information for the Shares will be 
widely disseminated pursuant to the CTA Plan. Moreover, the Index value 
will be calculated and disseminated at least every 60 seconds 
throughout NYSE Arca's three trading sessions, and the IOPV will be 
calculated and disseminated every 15 seconds during the Exchange's Core 
Trading Session. The NAV of the Fund will be calculated and 
disseminated once each trading day. The Fund's Web site would include, 
among other things, the Fund's prospectus and SAI, the prior business 
day's closing NAV, a calculation of the premium or discount of the Bid/
Ask Price at the time of calculation of the NAV against such NAV, the 
component securities of the Underlying Index, and a description of the 
methodology used in these computations. In sum, the Commission believes 
that the proposal is reasonably designed to facilitate access to and 
provide fair disclosure of information that could assist investors in 
properly valuing the Shares.
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    The Commission finds that the Exchange's proposed rules and 
procedures for trading of the Shares are consistent with the Act. The 
Shares will trade as equity securities, thus rendering trading in the 
Shares subject to the Exchange's existing rules governing the trading 
of equity securities.
    In support of this proposal, the Exchange has made the following 
representations:
    1. The Exchange would utilize its existing surveillance procedures 
applicable to derivative products to monitor trading in the Shares. 
These procedures are adequate to properly monitor Exchange trading of 
the Shares in all trading sessions and to deter and detect violations 
of Exchange rules. The Exchange may obtain information via the ISG from 
other exchanges that are members or affiliates of the ISG.
    2. The Index Provider is neither a registered broker-dealer nor is 
it affiliated with the Trust, the Advisor (or its affiliates), or the 
Distributor.
    3. If the IOPV or the Index value applicable to a series of Shares 
is not being calculated and disseminated as required, the Exchange may 
halt trading during the day in which the interruption to the 
calculation or dissemination of the IOPV or the Index value occurs. If 
the interruption to the calculation and dissemination of the IOPV or 
the Index value persists past the trading day in which it occurred, the 
Exchange would halt trading no later than the beginning of the trading 
day following the interruption. If the Exchange becomes aware that the 
NAV is not disseminated to all market participants at the same time, 
the Exchange would halt trading in the Fund Shares.
    4. Prior to the commencement of trading, the Exchange will inform 
its ETP Holders in an Information Bulletin of the special 
characteristics and risks associated with trading the Shares.
    This order is conditioned on the Exchange's adherence to the 
foregoing representations.
    The Commission finds good cause for approving this proposal before 
the thirtieth day after the publication of notice thereof in the 
Federal Register. The Commission notes that it has previously approved 
exchange rules that contemplate the listing and trading of derivative 
securities products based on indices that were composed of stocks that 
did not meet certain generic listing criteria by similar amounts.\33\ 
Although the Fund Shares do not meet the initial ``generic'' listing 
requirement of NYSE Arca Equities Rule 5.2(j)(3) and therefore cannot 
be listed pursuant to Rule 19b-4(e), the Commission believes that the 
Shares are substantially similar to the other ICUs trading on the 
Exchange and will otherwise comply with all other ``generic'' listing 
requirements under Commentary .01(a)(B) to NYSE Arca Equities Rule 
5.2(j)(3).\34\ The listing and trading of the Shares do not appear to 
present any new or significant regulatory concerns. Therefore, the 
Commission believes that accelerating approval of this proposal would 
allow the Shares to trade on the Exchange without undue delay and 
should generate additional competition in the market for such products.
---------------------------------------------------------------------------

    \33\ See supra note 31.
    \34\ Id.
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\35\ that the proposed rule change (SR-NYSEArca-2007-47), be and it 
hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

    \35\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\36\
---------------------------------------------------------------------------

    \36\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-13159 Filed 7-6-07; 8:45 am]
BILLING CODE 8010-01-P