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Notice

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To List and Trade Three Series of SPDR Index Shares Funds

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Start Preamble October 29, 2008.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”) [1] and Rule 19b-4 thereunder,[2] notice is hereby given that on October 22, 2008, 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 substantially by NYSE Arca. NYSE Arca filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act [3] and Rule 19b-4(f)(6) thereunder,[4] which renders it effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

NYSE Arca proposes to list and trade shares (“Shares”) of the following funds (“Funds”), which are series of SPDR Index Shares Funds (“Trust”): SPDR S&P Emerging Markets Small Cap ETF; SPDR S&P International Small Cap ETF; and SPDR DJ Wilshire International Real Estate ETF.

II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, NYSE Arca 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. NYSE Arca has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements.Start Printed Page 65914

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 funds under NYSE Arca Equities Rule 5.2(j)(3), the Exchange's listing standards for Investment Company Units (“ICUs”): [5] SPDR S&P Emerging Markets Small Cap ETF; SPDR S&P International Small Cap ETF; SPDR DJ Wilshire International Real Estate ETF. The Funds are currently listed on NYSE Alternext US LLC (“NYSE Alternext US”) (formerly, American Stock Exchange LLC) and are traded on the Exchange pursuant to unlisted trading privileges (“UTP”). Prior to listing on the Exchange, the Funds would be required to satisfy the applicable delisting procedures of NYSE Alternext US and applicable statutory and regulatory requirements, including, without limitation, Section 12 of Securities Exchange Act of 1934 (“Act”),[6] relating to listing the Funds on the Exchange.[7]

The investment objective of the SPDR S&P Emerging Markets Small Cap ETF is to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the small capitalization segment of global emerging market countries. The Fund uses a passive management strategy and “sampling” methodology designed to track the total return performance of the S&P/Citigroup Emerging Market US$2 billion Index (the “Emerging Markets Small Cap Index”). The Emerging Markets Small Cap Index is a float adjusted market cap weighted index that represents the small capitalization segment of emerging countries included in the BMI Global Equity Index.

The investment objective of the SPDR S&P International Small Cap ETF is to replicate as closely as possible, before fees and expenses, the total return performance of an equity index based upon the developed world (except the U.S.) small capitalization equity markets. The Fund uses a passive management strategy and a “sampling” methodology designed to track the total return performance of the S&P/Citigroup World Ex US Cap Range < 2 Billion USD Index—a market capitalization weighted index that defines and measures the investable universe of publicly traded companies domiciled in developed countries outside the U.S.

The investment objective of the SPDR DJ Wilshire International Real Estate ETF Fund uses a passive management strategy and “sampling” methodology designed to track the price and yield performance of the Dow Jones Wilshire Ex-US Real Estate Securities Index (“DJW Ex-US RESI Index”). The DJW Ex-US RESI Index is a float adjusted market capitalization index designed to measure the performance of publicly traded real estate securities in countries excluding the U.S.

The Exchange is submitting this proposed rule change because the underlying indexes (“Indexes”) for the Funds do 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 Indexes meet all such requirements except for those set forth in Commentary .01(a)(B)(2).[8] 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 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 under the Act [9] for the initial and continued listing of the Shares. In addition, the Exchange represents that the Shares will comply with all other requirements applicable to ICUs including, but not limited to, requirements relating to the dissemination of key information such as the Index value and Intraday Indicative Value, rules governing the trading of equity securities, trading hours, trading halts, surveillance,[10] and Information Bulletin to ETP Holders, as set forth in Exchange rules applicable to ICUs and in prior Commission orders approving the generic listing rules applicable to the listing and trading of ICUs.[11]

Detailed descriptions of the Funds, the Indexes, 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 Trust's Registration Statement[12] or on the Web site for the Funds (http://www.ssgafunds.com), as applicable.

2. Statutory Basis

The proposed rule change is consistent with Section 6(b) of the Act,[13] in general, and furthers the objectives of Section 6(b)(5),[14] 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 Start Printed Page 65915participants, to the benefit of investors and the marketplace.

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

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others

No written comments were solicited or received with respect to the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, 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) of the Act [15] and subparagraph (f)(6) of Rule 19b-4 thereunder.[16]

The Exchange believes 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. The Exchange also believes that the proposed rule change is noncontroversial in that the Indexes for the SPDR S&P Emerging Markets Small Cap ETF, SPDR S&P International Small Cap ETF, and SPDR DJ Wilshire International Real Estate ETF fail to meet the requirements set forth in Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3) by only small amounts (0.41%, 3.75% and 1.05%, respectively) and the Shares currently satisfy all of the other generic listing standards under NYSE Arca Equities Rule 5.2(j)(3) and all other requirements applicable to ICUs, as set forth in Exchange rules and prior Commission orders approving the generic listing rules applicable to the listing and trading of ICUs. In addition, the Exchange believes that it has developed adequate trading rules, procedures, surveillance programs, and listing standards for the continued listing and trading of the Shares.

A proposed rule change filed under 19b-4(f)(6) normally may not become operative prior to 30 days after the date of filing.[17] However, Rule 19b-4(f)(6)(iii) [18] permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay and designate the proposed rule change operative upon filing to accommodate trading in the Shares on the Exchange prior to the end of the 30-day period. The Exchange stated that waiver of the 30-day delayed operative date is necessary to accommodate the issuer's timeframe for listing the Shares on the Exchange and will benefit the market and investors by permitting listing and trading of the Shares on the Exchange prior to the 30-day delayed operative date, thereby enhancing market competition.

The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. Given that the Shares comply with all of the NYSE Arca Equities generic listing standards for ICUs (except that the Indexes narrowly miss the requirement that component stocks that in the aggregate account for at least 90% of the weight of the index have a minimum monthly trading volume of at least 250,000 shares), the listing and trading of the Shares by NYSE Arca does not appear to present any novel or significant regulatory issues or impose any significant burden on competition. Therefore, the Commission designates the proposal operative upon filing.[19]

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

Paper Comments

  • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2008-113. 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, 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 NYSE Arca. 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-2008-113 and should be submitted on or before November 26, 2008.

Start Signature

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[20]

Florence E. Harmon,

Acting Secretary.

End Signature End Preamble

Footnotes

5.  An Investment Company Unit is a security that represents an interest in a registered investment company that holds securities comprising, or otherwise based on or representing an interest in, an index or portfolio of securities (or holds securities in another registered investment company that holds securities comprising, or otherwise based on or representing an interest in, an index or portfolio of securities). See NYSE Arca Equities Rule 5.2(j)(3)(A).

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7.  The Exchange will seek the voluntary consent of the issuer of the Fund to be delisted from NYSE Alternext US and listed on the Exchange. The Exchange notes that its approval of the Fund's listing application would be required prior to listing.

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8.  The Exchange states that the Indexes fail 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 October 7, 2008, for SPDR S&P Emerging Markets Small Cap ETF, SPDR S&P International Small Cap ETF, and SPDR DJ Wilshire International Real Estate ETF, component stocks that in the aggregate account for 89.59%, 86.25% and 88.95% of the respective index weights each had a minimum monthly trading volume of at least 250,000 shares.

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10.  The Exchange may obtain information for surveillance purposes via the Intermarket Surveillance Group (“ISG”) from other exchanges who are members of ISG. The Exchange notes that not all Index component stocks may trade on markets that are ISG members. For a list of the current members of ISG, see http://www.isgportal.org.

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11.  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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12.  See Amendment No. 17 to the Trust's Registration Statement for the Funds on Form N-1A, dated January 25, 2008 (Nos. 333-92106 and 811-21145). See e-mail from Michael Cavalier, Chief Counsel, NYSE Euronext, to Brian O'Neill, Attorney, Division of Trading and Markets, Commission, dated October 28, 2008.

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17.  17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has this requirement.

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19.  For purposes only of waiving the 30-day operative delay of this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

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[FR Doc. E8-26347 Filed 11-4-08; 8:45 am]

BILLING CODE 8011-01-P