15548 Federal Register / Vol. 74, No. 64 / Monday, April 6, 2009 / Notices 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3A Managed Fund Share is a security that 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (15 U.S.C. 80a) (‘‘1940 Act’’) organized as an 

open-end investment company or similar entity that 

invests in a portfolio of securities selected by its 

investment adviser consistent with its investment 

objectives and policies. In contrast, an open-end 

investment company that issues Investment 

Company Units, listed and traded on the Exchange 

under NYSE Arca Equities Rule 5.2(j)(3), seeks to 

provide investment results that correspond 

generally to the price and yield performance of a 

specific foreign or domestic stock index, fixed 

income securities index or combination thereof. 

4The Commission previously approved listing 

and trading on the Exchange of the following 

actively managed funds under Rule 8.600. See 

Securities Exchange Act Release No. 57619 (April 

4, 2008), 73 FR 19544 (April 10, 2008) (SR– 

NYSEArca–2008–25) (order approving Rule 8.600 

and Exchange listing and trading of PowerShares 

Active AlphaQ Fund, PowerShares Active Alpha 

Multi-Cap Fund, PowerShares Active Mega-Cap 

Portfolio and PowerShares Active Low Duration 

Portfolio); Securities Exchange Act Release No. 

57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) 

(SR–NYSEArca–2008–31) (order approving 

Exchange listing and trading of twelve actively 

managed funds of the WisdomTree Trust). 

5The Trust is registered under the 1940 Act. On 

January 14, 2009, the Trust filed with the 

Commission pre-effective amendment 1 to its 

registration statement on Form N–1A under the 

Securities Act of 1933 (15 U.S.C. 77a), and under 

the 1940 Act relating to the Fund (File Nos. 333– 

148082 and 811–22154) (‘‘Registration Statement’’). 

The description of the operation of the Trust herein 

is based on the Registration Statement. 

6 17 CFR 240.10A–3. 

7An investment adviser to an open-end fund is 

required to be registered under the Investment 

Advisers Act of 1940 (the ‘‘Advisers Act’’). As a 

result, the investment adviser is subject to the 

provisions of Rule 204A–1 under the Advisers Act 

relating to codes of ethics. This Rule requires 

investment advisers to adopt a code of ethics that 

reflects the fiduciary nature of the relationship to 

clients as well as compliance with other applicable 

securities laws. Accordingly, ‘‘fire wall’’ procedures 

as well as procedures designed to prevent the 

misuse of non-public information by an investment 

adviser must be consistent with Rule 204A–1 under 

the Advisers Act. 

8The Exchange represents that Grail Advisors, 

LLC, as the investment adviser of the Fund, and its 

related personnel, are subject to Investment 

All submissions should refer to File 

Number SR–NYSEArca–2009–24 and 

should be submitted on or before April 

27, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7584 Filed 4–3–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59651; File No. SR– 

NYSEArca–2009–22] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the Grail American Beacon Large 

Cap Value ETF 

March 30, 2009. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that, 

on March 13, 2009, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’), through 

its wholly owned subsidiary, NYSE 

Arca Equities, Inc. (‘‘NYSE Arca 

Equities’’ or ‘‘Corporation’’), filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

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 

The Exchange proposes to list and 

trade the following under NYSE Arca 

Equities Rule 8.600 (‘‘Managed Fund 

Shares’’): The Grail American Beacon 

Large Cap Value ETF. The text of the 

proposed rule change is available on the 

Exchange’s Web site at http:// 

www.nyx.com, at the Exchange’s 

principal office and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade the following Managed Fund 

Shares 3 (‘‘Shares’’) under NYSE Arca 

Equities Rule 8.600: The Grail American 

Beacon Large Cap Value ETF (‘‘Fund’’).4

The Shares will be offered by Grail 

Advisors ETF Trust (the ‘‘Trust’’), a 

statutory trust organized under the laws 

of the State of Delaware and registered 

with the Commission as an open-end 

management investment company.5

Grail Advisors, LLC (the ‘‘Manager’’), a 

majority owned subsidiary of Grail 

Partners, LLC, acts as the Fund’s 

investment manager. The Fund is 

subadvised by American Beacon 

Advisors, Inc. (‘‘ABA’’). The Bank of 

New York Mellon Corporation is the 

administrator, Fund accountant, transfer 

agent and custodian for the Fund. ALPS 

Distributors, Inc. (the ‘‘Distributor’’) 

serves as the distributor for the Fund. 

The Shares will conform to the initial 

and continued listing criteria under 

NYSE Arca Equities Rule 8.600. The 

Exchange represents that, for initial 

and/or continued listing, the Fund will 

be in compliance with Rule 10A–3 6

under the Exchange Act, as provided by 

NYSE Arca Equities Rule 5.3. A 

minimum of 100,000 Shares will be 

outstanding at the commencement of 

trading on the Exchange. The Exchange 

will obtain a representation from the 

issuer of the Shares that the net asset 

value and the Disclosed Portfolio will be 

made available to all market 

participants at the same time. 

Commentary .07 to Rule 8.600 

provides that, if the investment adviser 

to the Investment Company issuing 

Managed Fund Shares is affiliated with 

a broker-dealer, such investment adviser 

shall erect a ‘‘fire wall’’ between the 

investment adviser and the brokerdealer with respect to access to 

information concerning the composition 

and/or changes to such Investment 

Company portfolio.7 In addition, 

Commentary .07 further requires that 

personnel who make decisions on the 

open-end fund’s portfolio composition 

must be subject to procedures designed 

to prevent the use and dissemination of 

material nonpublic information 

regarding the open-end fund’s portfolio. 

Commentary .07 to Rule 8.600 is similar 

to Commentary .03(a)(i) and (iii) to 

NYSE Arca Equities Rule 5.2(j)(3); 

however, Commentary .07 in connection 

with the establishment of a ‘‘fire wall’’ 

between the investment adviser and the 

broker-dealer reflects the applicable 

open-end fund’s portfolio, not an 

underlying benchmark index, as is the 

case with index-based funds. Grail 

Advisors, LLC is affiliated with a 

broker-dealer, Grail Securities, LLC, and 

has implemented a fire wall with 

respect to such broker-dealer regarding 

access to information concerning the 

composition and/or changes to the 

portfolio.8


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 64 / Monday, April 6, 2009 / Notices 15549 

Advisers Act Rule 204A–1. This Rule specifically 

requires the adoption of a code of ethics by an 

investment adviser to include, at a minimum: (i) 

Standards of business conduct that reflect the 

firm’s/personnel fiduciary obligations; (ii) 

provisions requiring supervised persons to comply 

with applicable Federal securities laws; (iii) 

provisions that require all access persons to report, 

and the firm to review, their personal securities 

transactions and holdings periodically as 

specifically set forth in Rule 204A–1; (iv) provisions 

requiring supervised persons to report any 

violations of the code of ethics promptly to the 

chief compliance officer (‘‘CCO’’) or, provided the 

CCO also receives reports of all violations, to other 

persons designated in the code of ethics; and (v) 

provisions requiring the investment adviser to 

provide each of the supervised persons with a copy 

of the code of ethics with an acknowledgement by 

said supervised persons. In addition, Rule 206(4)– 

7 under the Advisers Act makes it unlawful for an 

investment adviser to provide investment advice to 

clients unless such investment adviser has (i) 

adopted and implemented written policies and 

procedures reasonably designed to prevent 

violation, by the investment adviser and its 

supervised persons, of the Advisers Act and the 

Commission rules adopted thereunder; (ii) 

implemented, at a minimum, an annual review 

regarding the adequacy of the policies and 

procedures established pursuant to subparagraph (i) 

above and the effectiveness of their 

implementation; and (iii) designated an individual 

(who is a supervised person) responsible for 

administering the policies and procedures adopted 

under subparagraph (i) above. Telephone 

conversation between Michael Cavalier, Chief 

Counsel, NYSE Euronext, and Edward Cho, Special 

Counsel, Division of Trading and Markets, 

Commission, dated March 26, 2009. 

9Telephone conversation between Michael 

Cavalier, Chief Counsel, NYSE Euronext, and 

Edward Cho, Special Counsel, Division of Trading 

and Markets, Commission, dated March 26, 2009. 

10Telephone conversation between Michael 

Cavalier, Chief Counsel, NYSE Euronext, and 

Edward Cho, Special Counsel, Division of Trading 

and Markets, Commission, dated March 27, 2009. 

See also e-mail from Michael Cavalier, Chief 

Counsel, NYSE Euronext, to Edward Cho, Special 

Counsel, Division of Trading and Markets, 

Commission, dated March 26, 2009 (confirming that 

all of the types of investments and financial 

instruments referenced in the foregoing paragraph 

would be included in the 20% portion of the Fund’s 

net assets). 

ABA, the Fund’s primary sub-adviser, 

is not affiliated with a broker-dealer. 

Any additional Fund sub-advisers that 

are affiliated with a broker-dealer will 

be required to implement a fire wall 

with respect to such broker-dealer 

regarding access to information 

concerning the composition and/or 

changes to the portfolio.9

Description of the Fund 

According to the Registration 

Statement, the Fund’s investment 

objective is long-term capital 

appreciation and current income. 

Ordinarily, at least 80% of the Fund’s 

net assets (plus the amount of any 

borrowings for investment purposes) are 

primarily invested in equity securities 

of large market capitalization U.S. 

companies. These companies generally 

have market capitalizations similar to 

the market capitalizations of the 

companies in the Russell 1000 ® Index 

at the time of investment. The Russell 

1000 Index measures the performance of 

the 1,000 largest U.S. companies based 

on total market capitalization. The 

Fund’s investments may include 

common stocks, preferred stocks, 

securities convertible into U.S. common 

stocks, U.S. dollar-denominated 

American Depositary Receipts, and U.S. 

dollar-denominated foreign stocks 

traded on U.S. exchanges. The Fund 

will not purchase or sell securities in 

markets outside the U.S. 

According to the Registration 

Statement, the Fund’s investment subadvisers will select stocks that, in their 

opinion, have most or all of the 

following characteristics (relative to the 

Russell 1000 ® Index): Above-average 

earnings growth potential; belowaverage price to earnings ratio; belowaverage price to book value ratio; and 

above-average dividend yields. 

The Fund’s investment sub-advisers 

will determine the earnings growth 

prospects of companies based upon a 

combination of internal and external 

research using fundamental analysis 

and considering changing economic 

trends. The decision to sell a stock is 

typically based on the belief that the 

company is no longer considered 

undervalued or shows deteriorating 

fundamentals, or that better investment 

opportunities exist in other stocks. 

The Fund’s assets are allocated among 

one or more investment sub-advisers by 

the Manager and/or ABA. With respect 

to any assets allocated to it, each 

investment sub-adviser has discretion to 

purchase and sell securities in 

accordance with the Fund’s objectives, 

policies, restrictions, and more specific 

policies provided by the Manager and 

ABA. 

According to the Registration 

Statement, in addition to the investment 

strategies described in the prospectus 

for the Fund, the Fund may invest up 

to 20% of its total assets in debt 

securities that are investment grade at 

the time of purchase, including 

obligations of the U.S. Government, its 

agencies and instrumentalities, 

corporate debt securities, mortgagebacked securities, asset-backed 

securities, master-demand notes, 

Yankee dollar and Eurodollar bank 

certificates of deposit, time deposits, 

bankers’ acceptances, commercial paper 

and other notes, inflation-indexed 

securities, and other debt securities. 

Additionally, the Fund may use options 

and futures for various purposes, 

including for hedging and investment 

purposes. The Fund may also purchase 

or otherwise receive warrants or rights, 

or convertible and non-convertible 

preferred and preference stocks. Further 

the Fund may also invest in over-thecounter options. To the extent 

consistent with applicable law, the 

Fund may invest in futures contracts on, 

among other things, financial 

instruments (such as a U.S. government 

security or other fixed income security), 

individual equity securities (‘‘single 

stock futures’’), securities indices, 

interest rates, currencies, inflation 

indices, and commodities or 

commodities indices. The Fund’s 

purchase and sale of index futures is 

limited to contracts and exchanges 

approved by the U.S. Commodity 

Futures Trading Commission. The Fund 

may also engage in transactions 

involving the use of interest rate futures; 

use options on futures contracts, interest 

rate caps, floors, and collars; and 

directly or indirectly use various 

different types of swaps, such as swaps 

on securities and securities indices, 

interest rate swaps, currency swaps, 

credit default swaps, commodity swaps, 

inflation swaps, and other types of 

available swap agreements. Further, the 

Fund may enter into repurchase 

agreements with banks and brokerdealers. The Fund may temporarily 

invest a portion of its assets in cash or 

cash items pending other investments or 

to maintain liquid assets required in 

connection with some of the Fund’s 

investments. The Fund may also invest 

in pooled real estate investment 

vehicles. Furthermore, the Fund may 

invest up to 15% of its net assets in 

illiquid securities. For this purpose, 

‘‘illiquid securities’’ are securities that a 

Fund may not sell or dispose of within 

seven days in the ordinary course of 

business at approximately the amount at 

which the Fund has valued the 

securities. Finally, the Fund may invest 

in the securities of other investment 

companies to the extent permitted by 

law.10

Under adverse market conditions, the 

Fund may, for temporary defensive 

purposes, invest up to 100% of its assets 

in cash or cash equivalents, including 

investment grade short-term obligations. 

Investment grade obligations include 

securities issued or guaranteed by the 

U.S. Government, its agencies and 

instrumentalities, as well as securities 

rated in one of the four highest rating 

categories by at least two nationally 

recognized statistical rating 

organizations rating that security (such 

as Standard & Poor’s Ratings Services or 

Moody’s Investors Service, Inc.) or rated 

in one of the four highest rating 

categories by one rating organization if 


pwalker on PROD1PC71 with NOTICES
15550 Federal Register / Vol. 74, No. 64 / Monday, April 6, 2009 / Notices 

11The Bid/Ask Price of the Fund is determined 

using the highest bid and the lowest offer on the 

Exchange as of the time of calculation of the Fund’s 

NAV. The records relating to Bid/Ask Prices will be 

retained by the Fund and its service providers. 

12Under accounting procedures followed by the 

Fund, trades made on the prior business day (‘‘T’’) 

will be booked and reflected in NAV on the current 

business day (‘‘T + 1’’). Accordingly, the Fund will 

be able to disclose at the beginning of the business 

day the portfolio that will form the basis for the 

NAV calculation at the end of the business day. 

13See NYSE Arca Equities Rule 7.12, 

Commentary .04. 

14For a list of the current members of ISG, see 

http://www.isgportal.org. The Exchange notes that 

not all components of the Disclosed Portfolio for the 

Fund may trade on markets that are members of 

ISG. 

it is the only organization rating that 

security. 

Creations and redemptions of Shares 

occur in large specified blocks of Shares 

referred to as ‘‘Creation Units’’. The 

Creation Unit size for the Fund is 50,000 

Shares. 

Availability of Information. 

The Fund’s Web site (http:// 

www.grailadvisors.com), which will be 

publicly available prior to the public 

offering of Shares, will include a form 

of the Prospectus for the Fund that may 

be downloaded. The Fund’s Web site 

will include additional quantitative 

information updated on a daily basis, 

including, for the Fund, (1) daily trading 

volume, the prior business day’s 

reported closing price, NAV and midpoint of the bid/ask spread at the time 

of calculation of such NAV (the ‘‘Bid/ 

Ask Price’’),11 and a calculation of the 

premium and discount of the Bid/Ask 

Price against the NAV, and (2) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the daily Bid/Ask Price against the 

NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. On each business day, before 

commencement of trading in Shares in 

the Core Trading Session on the 

Exchange, the Fund will disclose on its 

Web site the Disclosed Portfolio as 

defined in proposed Rule 8.600(c)(2) 

that will form the basis for the Fund’s 

calculation of NAV at the end of the 

business day.12 The Registration 

Statement provides that ‘‘the Fund’s 

portfolio holdings are publicly 

disseminated each day the Fund is open 

for business through their Internet Web 

site. In addition, a basket composition 

file, which includes the security names 

and share quantities required to be 

delivered in exchange for Fund shares, 

together with estimates and actual cash 

components, is publicly disseminated 

daily prior to the opening of the NYSE 

via the National Securities Clearing 

Corporation (‘‘NSCC’’). The basket 

represents one Creation Unit of the 

Fund.’’ The Web site information will 

be publicly available at no charge. 

The NAV of the Fund will normally 

be determined as of the close of the 

regular trading session on the New York 

Stock Exchange (ordinarily 4:00 p.m. 

Eastern time) on each business day. 

Investors can also obtain the Trust’s 

Statement of Additional Information 

(‘‘SAI’’), the Fund’s Shareholder 

Reports, and its Form N–CSR and Form 

N–SAR, filed twice a year. The Trust’s 

SAI and Shareholder Reports are 

available free upon request from the 

Trust, and those documents and the 

Form N–CSR and Form N–SAR may be 

viewed on-screen or downloaded from 

the Commission’s Web site at http:// 

www.sec.gov. Information regarding 

market price and trading volume of the 

Shares is and will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. 

Information regarding the previous 

day’s closing price and trading volume 

information will be published daily in 

the financial section of newspapers. 

Quotation and last sale information for 

the Shares will be available via the 

Consolidated Tape Association (‘‘CTA’’) 

high-speed line. In addition, the 

Portfolio Indicative Value, as defined in 

NYSE Arca Equities Rule 8.600 (c)(3), 

will be disseminated by the Exchange at 

least every 15 seconds during the Core 

Trading Session through the facilities of 

CTA. The dissemination of the Portfolio 

Indicative Value, together with the 

Disclosed Portfolio, will allow investors 

to determine the value of the underlying 

portfolio of a Fund on a daily basis and 

to provide a close estimate of that value 

throughout the trading day. 

Additional information regarding the 

Shares and the Fund, including 

investment strategies, risks, creation and 

redemption procedures, fees, portfolio 

holdings disclosure policies, 

distributions and taxes is included in 

the Registration Statement. All terms 

relating to the Fund that are referred to, 

but not defined in, this proposed rule 

change are defined in the Registration 

Statement. 

Trading Halts 

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.13 Trading in Shares of the 

Fund will be halted if the circuit breaker 

parameters in NYSE Arca Equities Rule 

7.12 have been reached. Trading also 

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: (1) The extent to which trading 

is not occurring in the securities 

comprising the Disclosed Portfolio and/ 

or the financial instruments of the Fund; 

or (2) whether other unusual conditions 

or circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. Trading in the 

Shares will be subject to Rule 

8.600(d)(2)(D), which sets forth 

circumstances under which Shares of 

the Fund may be halted. 

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. Shares will trade on 

the NYSE Arca Marketplace from 4 a.m. 

to 8 p.m. Eastern Time in accordance 

with NYSE Arca Equities Rule 7.34 

(Opening, Core, and Late Trading 

Sessions). The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. The minimum trading 

increment for Shares on the Exchange 

will be $0.01. 

Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products (which 

include Managed Fund Shares) 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 and 

applicable Federal securities laws. 

The Exchange’s current trading 

surveillance focuses on detecting 

securities trading 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 that are 

members of ISG.14 In addition, the 

Exchange also has a general policy 

prohibiting the distribution of material, 

non-public information by its 

employees. 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

(‘‘Bulletin’’) of the special 

characteristics and risks associated with 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 64 / Monday, April 6, 2009 / Notices 15551 

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

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

trading the Shares. Specifically, the 

Bulletin will discuss the following: (1) 

The procedures for purchases and 

redemptions of Shares in Creation Unit 

aggregations (and that Shares are not 

individually redeemable); (2) NYSE 

Arca Equities Rule 9.2(a), 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; (3) the risks involved 

in trading the Shares during the 

Opening and Late Trading Sessions 

when an updated Portfolio Indicative 

Value will not be calculated or publicly 

disseminated; (4) how information 

regarding the Portfolio Indicative Value 

is disseminated; (5) 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 (6) 

trading information. 

In addition, the Bulletin will 

reference that the Fund is subject to 

various fees and expenses described in 

the Registration Statement. The Bulletin 

will discuss any exemptive, no-action, 

and interpretive relief granted by the 

Commission from any rules under the 

Exchange Act. The Bulletin will also 

disclose that the NAV for the Shares 

will be calculated after 4 p.m. Eastern 

Time each trading day. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(5) 15

that an exchange have rules that are 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to, and 

perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest. The 

Exchange believes that the proposed 

rule change will facilitate the listing and 

trading of an additional type of actively 

managed exchange-traded product that 

will enhance competition among market 

participants, 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 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve the proposed 

rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

The Exchange has requested accelerated 

approval of this proposed rule change 

prior to the 30th day after the date of 

publication of notice in the Federal 

Register. The Commission is 

considering granting accelerated 

approval of the proposed rule change at 

the end of a 15-day comment period. 

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 rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2009–22 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–2009–22. 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 will also be available 

for inspection and copying at NYSE 

Arca’s principal office and on its 

Internet Web site at http:// 

www.nyse.com. 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–2009–22 and should be 

submitted on or before April 27, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7585 Filed 4–3–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59654; File No. SR–BX– 

2009–008] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Order 

Approving Proposed Rule Change 

Allowing Entry of Orders Into the PIP 

at a Price Matching the National Best 

Bid or Offer 

March 30, 2009. 

I. Introduction 

On February 9, 2009, NASDAQ OMX 

BX, Inc. (the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

allow Exchange Options Participants to 

enter orders into the Price Improvement 

Period (‘‘PIP’’) at a price that matches 


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