18012 Federal Register / Vol. 74, No. 74 / Monday, April 20, 2009 / Notices 

21 15 U.S.C. 78s(b)(2). 

22 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 See Registration Statement, Safety First Trust 

Series 2009–1, dated October 31, 2008 (Nos. 333– 

154914, 154914–08, and 154914–11); Registration 

Statement for Safety First Trust Series 2009–1, 

dated February 18, 2009 (Nos. 333–157386 and 

333–157386–01) (collectively, ‘‘Registration 

Statement’’). 

4See Securities Exchange Act Release No. 59562 

(March 12, 2009), 74 FR 11794 (‘‘Notice’’). 

5Trust Certificates pay an amount at maturity 

based upon the performance of an underlying index 

or indexes of equity securities (‘‘Equity Index 

Reference Asset’’); instruments that are direct 

obligations of the issuing company, either 

exercisable throughout their life (i.e., American 

style) or exercisable only on their expiration date 

(i.e., European style), entitling the holder to a cash 

settlement in U.S. dollars to the extent that the 

foreign or domestic index has declined below (for 

a put warrant) or increased above (for a call 

warrant) the pre-stated cash settlement value of the 

index (‘‘Index Warrants’’); or a combination of two 

or more Equity Index Reference Assets or Index 

Warrants. See NYSE Arca Equities Rules 5.2(j)(7)(i)– 

(iii). 

6The Participation Rate will be determined at the 

time of issuance of the Certificates. 

7The Trust payments will not be guaranteed 

pursuant to a financial guaranty insurance policy. 

See Commentary .10 to NYSE Arca Equities Rule 

5.2(j)(7). 

8 15 U.S.C. 78f. 

9 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

10 15 U.S.C. 78f(b)(5). 

appropriate. Thus, the Commission 

approves Rule 123C(8)(a)(1) on a Pilot 

basis, to end six months after the date 

of this order. 

The Commission finds the proposal to 

permanently establish the provisions 

allowing for temporary suspension of 

Rule 123C’s restriction on canceling or 

reducing market-at-the-close and limitat-the-close orders to be consistent with 

the Act. The Exchanges’ ability to 

suspend these restrictions is narrowly 

drawn—it would only affect MOC or 

LOC orders that are both clearly 

erroneous and would cause a significant 

dislocation in the closing price—in 

order to ensure its use will be consistent 

with the removal of impediments to, 

and perfection of the mechanism of, free 

and open markets on the Exchanges. 

Similarly, the requirement for overview 

by an Executive Floor Governor or 

qualified NYSE Euronext employee 

should help to ensure that only in 

extreme situations involving significant 

price dislocation at the close are the 

provisions of Rule 128(C)(8) employed. 

Finally, given that the Exchanges 

anticipate their uses of Rule 123C(8) to 

suspend Exchange rules will be 

infrequent and, moreover, given the 

quick decisions required in many cases 

where an extreme market condition is 

declared, the Commission accepts the 

Exchanges’ assertion that requiring the 

Exchange to notify Commission staff in 

advance may be unduly burdensome. 

Accordingly, the Commission finds the 

proposed amendment to Rule 48(c)(2), 

requiring each Exchange to notify 

Commission staff of the declaration of 

an extreme market condition as soon as 

practicable after the fact, to be 

consistent with the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,21 that the 

proposed rule changes, as amended 

(SR–NYSE–2009–18 and SR–NYSEAltr– 

2009–15) be, and they hereby are, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–8878 Filed 4–17–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59747; File No. SR– 

NYSEArca–2009–20] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Accelerated 

Approval of a Proposed Rule Change 

Relating to the Listing and Trading of 

the Safety First Trust Certificates 

Linked to the S&P 500® Index 

April 10, 2009. 

On March 6, 2009, 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’’) 

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

Securities Exchange Act of 1934 

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

proposed rule change to list and trade 

the Safety First Trust Series 2009–1, 

Principal-Protected Trust Certificates 

Linked to the S&P 500® Index 

(‘‘Certificates’’).3 The proposed rule 

change was published in the Federal 

Register on March 19, 2009.4 The 

Commission received no comments on 

the proposal. This order approves the 

proposed rule change on an accelerated 

basis. 

I. Description of the Proposal 

NYSE Arca proposes to list and trade 

the Certificates under NYSE Arca 

Equities Rule 5.2(j)(7), which governs 

the listing of Trust Certificates.5 The 

Certificates are preferred securities of 

Safety First Trust Series 2009–1 

(‘‘Trust’’) and will mature on a specified 

date in 2014 (‘‘Maturity Date’’). 

Investors will receive at maturity for 

each certificate held intact an amount in 

cash equal to $10 plus a ‘‘Supplemental 

Distribution Amount,’’ which may be 

positive or zero. The Supplemental 

Distribution Amount will be based on 

the percentage change of the value of 

the S&P 500 Index (‘‘Index’’) during the 

term of the Certificates. The 

Supplemental Distribution Amount for 

each Certificate will equal the product 

of (a) $10, (b) the percentage change in 

the value of the Index, and (c) the 

Participation Rate, which is 90%– 

100%,6 provided that the Supplemental 

Distribution Amount will not be less 

than zero.7 A holder of the Certificates 

has an interest in two separate securities 

of Citigroup Funding Inc., the issuer of 

the Certificates: (1) Equity index 

participation securities; and (2) equity 

index warrants. 

Additional information about the 

Trust and the Certificates, including 

without limitation, the Maturity Date, 

valuation and pricing dates, equity 

index participation securities, equity 

index warrants, and risks can be found 

in the Notice and the Registration 

Statement. 

II. Discussion and Commission’s 

Findings 

The Commission has carefully 

reviewed the proposed rule change and 

finds that it is consistent with the 

requirements of Section 6 of the Act 8

and the rules and regulations 

thereunder applicable to a national 

securities exchange.9 In particular, the 

Commission finds that the proposal is 

consistent with Section 6(b)(5) of the 

Act,10 which requires, among other 

things, that the Exchange’s rules be 

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 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transaction in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The Commission finds that the 

proposal to list and trade the Certificates 

on the Exchange is consistent with 


rmajette on PRODPC74 with NOTICES
Federal Register / Vol. 74, No. 74 / Monday, April 20, 2009 / Notices 18013 

11 15 U.S.C. 78k–1(a)(1)(C)(iii). 12Trading may be halted because of market 

conditions or for reasons that, in the view of the 

Exchange, make trading in Trust Certificates 

inadvisable. These may include: (1) The extent to 

which trading is not occurring in the underlying 

securities; or (2) whether other unusual conditions 

or circumstances detrimental to the maintenance of 

a fair and orderly market are present. 13S&P is a division of The McGraw-Hill 

Companies, Inc. 

14The Commission notes that the foregoing 

criteria relating to the issuance and the issuer are 

substantially similar to the requirements applicable 

to Index-Linked Securities. See NYSE Arca Equities 

Rule 5.2(j)(6)(A). 

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

16See Securities Exchange Act Release No. 59051 

(December 4, 2008), 73 FR 75155 (December 10, 

2008) (SR–NYSEArca–2008–123) (order approving 

NYSE Arca Equities Rule 5.2(j)(7) and listing on the 

Exchange of 14 issues thereunder). 

17 15 U.S.C. 78s(b)(2). 

18 17 CFR 200.30–3(a)(12). 

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

Section 11A(a)(1)(C)(iii) of the Act,11

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. The Exchange will 

disseminate quotation and last-sale data 

information via the Consolidated Tape. 

The value of the Index is calculated on 

at least a 15-second basis and is widely 

disseminated by major market data 

vendors and financial publications. 

The Commission further believes that 

the proposal to list and trade the 

Certificates is reasonably designed to 

promote fair disclosure of information 

that may be necessary to price the 

Certificates. If the value of the Index is 

not being disseminated as required, the 

Exchange may halt trading during the 

day on which the interruption first 

occurs. If such interruption persists past 

the trading day in which it occurred, the 

Exchange will halt trading no later than 

the beginning of the trading day 

following the interruption. The 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in Trust 

Certificates.12 Standard & Poor’s 

(‘‘S&P’’),13 which publishes the Index, is 

not a registered broker-dealer, and 

Citigroup Funding, Inc. is not affiliated 

with S&P. With respect to any index 

upon which the value of an issue of 

Trust Certificates is based and that is 

maintained by a broker-dealer, the 

Exchange would require that such 

broker-dealer erect a ‘‘firewall’’ around 

personnel responsible for the 

maintenance of such index or who have 

access to information concerning 

adjustments to the index, and the index 

would be required to be calculated by a 

third party who is not a broker-dealer. 

In addition, the Exchange states that it 

has a general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

The Certificates will be subject to the 

requirements of NYSE Arca Equities 

Rule 5.2(j)(7), including the continued 

listing criteria. Additionally, NYSE Arca 

states that: (1) At least one million 

publicly held trading units will be 

issued prior to listing and trading on the 

Exchange, with at least 400 public 

beneficial holders; (2) the issuer, 

Citigroup Funding, Inc., has total assets 

of at least $100 million and a net worth 

of at least $10 million; and (3) the issuer 

will be required to have either (a) a 

minimum tangible net worth of 

$250,000,000, or (b) a minimum tangible 

net worth of $150,000,000 and the 

original issue price of the Certificates, 

combined with all of the issuer’s other 

Trust Certificates listed on a national 

securities exchange or otherwise 

publicly traded in the United States, 

must not be greater than 25% of the 

issuer’s tangible net worth at the time of 

issuance.14

Further, the Exchange has represented 

that the Certificates are equity securities 

subject to the Exchange’s rules 

governing the trading of equity 

securities, including the Exchange’s 

equity margin rules. In support of this 

proposal, the Exchange has made the 

following representations: 

(1) The Exchange’s surveillance 

procedures are adequate to properly 

monitor Exchange trading of the 

Certificates in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange may obtain 

information via the Intermarket 

Surveillance Group (‘‘ISG’’) from other 

exchanges who are members of the ISG. 

(2) 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 Certificates. 

Specifically, the Information Bulletin 

will discuss the following: (a) The 

procedures for purchases and exchanges 

of Trust Certificates; (b) 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 an issue 

of Trust Certificates; (c) trading hours; 

and (d) trading information. In addition, 

the Information Bulletin will reference 

that an issue of Trust Certificates is 

subject to various fees and expenses 

described in the applicable prospectus. 

This approval order is based on the 

Exchange’s representations. 

III. Accelerated Approval 

The Commission finds good cause, 

pursuant to Section 19(b)(2) of the 

Act,15 for approving the proposal prior 

to the thirtieth day after the date of 

publication of the Notice in the Federal 

Register. The Commission notes that it 

has previously approved for listing and 

trading on the Exchange other issues of 

Trust Certificates issued by Citigroup 

Funding, Inc. based on the Index that 

have similar characteristics and payout 

provisions to the Certificates.16 In 

addition, no comments were received 

on the proposed rule change during the 

21-day comment period, and the 

Commission believes that the 

Exchange’s proposal to list and trade the 

Certificates under NYSE Arca Equities 

Rule 5.2(j)(7) does not present any novel 

or significant regulatory issues. The 

Commission believes that accelerating 

approval of this proposal should benefit 

investors by creating, without undue 

delay, additional competition in the 

market for Trust Certificates. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,17 that the 

proposed rule change (SR–NYSEArca– 

2009–20) be, and it hereby is, approved 

on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–8961 Filed 4–17–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59763; File No. SR–OCC– 

2009–06] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change To 

Accommodate the Clearance and 

Settlement of Metals Futures and 

Options on Metals Futures Traded on 

NYSE Liffe 

April 14, 2009. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 notice is hereby given that on 

March 25, 2009, The Options Clearing 

Corporation (‘‘OCC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change described in Items I, II, and III 

below, which items have been prepared 


rmajette on PRODPC74 with NOTICES