Federal Register / Vol. 74, No. 74 / Monday, April 20, 2009 / Notices 18009 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(1). 

4 17 CFR 240.19b–4. 

5See Securities Exchange Act Release Nos. 59489 

(March 3, 2009), 74 FR 10330 (SR–NYSE–2009–18) 

and 59488 (March 3, 2009), 74 FR 10334 (SR– 

NYSEAltr–2009–15) (each a ‘‘Notice’’ and 

collectively, the ‘‘Notices’’). 

6See Securities Exchange Act Release No. 58743 

(October 7, 2008), 73 FR 60742 (October 14, 2008) 

(SR–NYSE–2008–102) (referred to herein as 

‘‘NYSE’s October 2, 2008 filing’’). 

7Rule 48.10. See also Securities Exchange Act 

Release Nos. 59168 (December 29, 2008), 74 FR 483 

(January 6, 2009) (SR–NYSE–2008–139) and 59666 

(March 31, 2009), 74 FR 15792 (April 7, 2009) (SR– 

NYSE–2009–35). 

8See Securities Exchange Act Release Nos. 58705 

(October 1, 2008), 73 FR 58995 (October 8, 2008) 

(SR–Amex–2008–63) and 59022 (November 26, 

2008), 73 FR 73683 (December 3, 2008) (SR– 

NYSEALTR–2008–10). 

9Rule 48(c)(1)(A). 

10Rule 48(b)(2)(A). 

11Rule 48(b)(2)(A)(ii). 

12Rule 48(b)(2)(B). 

13Rule 48(c)(2). 

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 FINRA. 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–FINRA–2009–018 and 

should be submitted on or before May 

11, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–8877 Filed 4–17–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59755; File Nos. SR–NYSE– 

2009–18 and SR–NYSEAltr–2009–15] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC and NYSE 

Alternext US LLC (n/k/a NYSE Amex 

LLC); Order Granting Approval of 

Proposed Rule Changes Amending 

Rule 123C to Provide the Exchanges 

with the Ability to Temporarily 

Suspend Certain Requirements 

Relating to the Closing of Securities on 

the Exchange 

April 13, 2009. 

I. Introduction 

On February 19, 2009, the New York 

Stock Exchange LLC (‘‘NYSE’’) 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 amend NYSE Rule 123C to 

provide the Exchange with the ability to 

temporarily suspend certain NYSE 

requirements relating to the closing of 

securities at the Exchange. On February 

20, 2009, NYSE Alternext US LLC 

(n/k/a NYSE Amex LLC) (‘‘NYSE 

Amex’’ and, with NYSE, each an 

‘‘Exchange’’ and collectively, the 

‘‘Exchanges’’) filed with the 

Commission, pursuant to Section 

19(b)(1) of the Act 3 and Rule 19b–4 

thereunder,4 a substantively identical 

proposed rule change to amend NYSE 

Amex Equities Rule 123C. The proposed 

rule changes were published for 

comment in the Federal Register on 

March 10, 2009.5 The Commission 

received no comments regarding the 

proposals. This order approves the 

proposed rule changes, as amended. 

II. Description of the Proposal 

A. NYSE’s October 2, 2008 Amendments 

to Rule 48 

On October 2, 2008, NYSE filed for 

immediate effectiveness to amend NYSE 

Rule 48 to provide NYSE with the 

ability to suspend certain rules at the 

close when extremely high market 

volatility could negatively affect the 

ability to ensure a fair and orderly 

close.6 NYSE amended Rule 48 on a 

temporary basis in order to respond 

swiftly to market conditions at that 

time. The Rule 48 amendments are 

scheduled to end on April 30, 2009.7

On December 1, 2008, NYSE Amex 

(then known as NYSE Alternext US 

LLC) relocated its equities trading to 

facilities located at NYSE’s main trading 

floor at 11 Wall Street, New York, New 

York (the ‘‘Equities Relocation’’). NYSE 

Amex’s equity trading systems and the 

facilities at 11 Wall Street are operated 

by NYSE on behalf of NYSE Amex. In 

connection with the Equities Relocation, 

NYSE Amex adopted NYSE Rules 1– 

1004, subject to such changes as 

necessary to apply the rules to NYSE 

Amex, to govern trading on the NYSE 

Alternext Trading System beginning on 

December 1, 2008.8 In particular, among 

the rules adopted in substantively 

identical form were the rules at issue in 

this proposal—most notably, NYSE 

Rules 48, 52, and 123C. 

The temporary provisions of Rule 48 

provide that a qualified Exchange officer 

could declare an extreme market 

volatility condition before the 

scheduled close of trading in cases 

where the Exchange noted volatility 

during the day’s trading session and 

evidence of significant order imbalances 

at the close.9 A declaration of extreme 

market volatility at the close under Rule 

48 permits each Exchange to 

temporarily suspend Rule 52 (Hours of 

Operation) to allow the DMM to solicit 

and enter into Exchange systems 

additional orders in order to offset any 

imbalance in a security at the close.10

Rule 48 requires that any additional 

interest be represented manually on the 

Floor by an Exchange Floor broker.11 A 

declaration of extreme market volatility 

at the close also permits each Exchange 

to temporarily suspend NYSE Rules 

123C(1) and (2) (Market on the Close 

Policy and Expiration Policy) in order to 

allow cancellation or reduction of 

market-at-the-close (‘‘MOC’’) and limitat-the-close (‘‘LOC’’) orders after 3:50 

p.m. if such orders are the result of a 

legitimate error and would cause 

significant price dislocation at the close, 

among other requirements.12 Each 

Exchange is required to make a 

reasonable effort to consult with 

Commission staff before declaring an 

extreme market volatility condition and 

granting a suspension of NYSE rules or 

procedures.13

The Exchanges now propose to adopt 

the amendments to Rule 48 on a 

permanent basis by deleting these 

provisions from Rule 48 and moving 

them to Rule 123C. As part of the 

amendments to Rule 123C, the 

Exchanges further propose modifying 

the terms of the temporary suspensions 

by permitting the Exchange to invoke 

such relief on a security-by-security 

basis without first declaring a Floorwide extreme market volatility 

condition and codifying certain 


rmajette on PRODPC74 with NOTICES
18010 Federal Register / Vol. 74, No. 74 / Monday, April 20, 2009 / Notices 

14See proposed Rule 123C(8)(c). 

15 In the Notices, the Exchanges refer to FESC as 

the relevant ‘‘designated Exchange database.’’ 

16A ‘‘reasonably contiguous to the last sale price’’ 

means a price point that is within cents of the last 

sale price, and would be a price point that during 

a regular closing auction would not be considered 

a dislocating closing price as compared to the last 

sale price. See Rule 123C(8)(a)(1)(iv). 

17The Exchange notes that all MOC and 

marketable LOC orders entered before 4 p.m. that 

otherwise would have participated in the close will 

continue to participate in the close. Because the 

MOC/LOC imbalance dictates the closing price (see 

Rule 123C(3)), any additional interest solicited after 

4 p.m. under proposed Rule 123C(8)(a)(1) is simply 

to ensure that the existing imbalance of MOC and 

marketable LOC orders can be filled at a price that 

does not cause a significant price dislocation from 

the last sale price. 

practices for the entry of orders after 4 

p.m. 

B. Proposed Amendments to Rule 123C 

1. Modification of the Requirements for 

Temporary Suspensions 

As noted above, the amendments to 

Rule 48 were adopted by NYSE as an 

emergency measure to respond to the 

extreme market volatility that the 

markets experienced in September and 

October 2008. Under current Rule 48, 

each Exchange must first declare a 

Floor-wide extreme market volatility 

condition before it can consider, on a 

security-by-security basis, whether to 

temporarily suspend either Rule 52 or 

Rule 123C(1) or (2). The Exchanges 

stated in their respective Notices that 

they believe the requirement to declare 

a Floor-wide extreme market volatility 

condition before 4 p.m. could hamper 

their ability to invoke the temporary 

suspensions when they are needed 

most—for example, when during normal 

market conditions that would not 

otherwise warrant a Rule 48 condition 

at the close, Exchange systems receive 

in the seconds before the close a large 

market order in a security that by itself 

creates the type of extreme imbalance 

that would merit a temporary 

suspension of Rule 52. The Exchanges 

therefore believe that the ability to 

temporarily suspend rules at the close 

should be available on a security-bysecurity basis as part of Rule 123C, 

which governs the closing process at the 

Exchange.14 The Exchanges therefore 

propose deleting the extreme market 

volatility at the close condition from 

Rule 48 and returning Rule 48 to a form 

substantively identical to the form of 

NYSE Rule 48 prior to NYSE’s October 

2, 2008 filing amending that rule. 

2. Temporary Suspension of Rule 52 

Proposed Rule 123C(8)(a)(1) would 

permanently establish the temporary 

provisions of Rule 48(b)(2)(A) that give 

each Exchange the ability to temporarily 

suspend Rule 52 for the sole purpose of 

allowing the entry of orders after 4 p.m. 

to offset an extreme order imbalance at 

the close. The Exchanges propose to 

adopt without change the language of 

Rule 48(b)(2)(A)(i) and (iii) (proposed as 

Rule 123C(8)(a)(1)(i) and (v)) 

concerning, respectively, the purpose of 

soliciting orders after 4 p.m. and the use 

of a ‘‘designated Exchange database’’ 15

on an ‘‘as of’’ basis following execution 

of an order. 

The Exchanges propose to codify in 

Rule 123C(8)(a)(1)(ii) the requirement 

that when soliciting orders to offset an 

imbalance in a security that may exist 

after 4 p.m., such interest will be 

solicited from off-Floor participants 

directly and via their Floor broker 

representatives. Such solicitation 

requests shall be transmitted 

electronically both off-Floor and onFloor and shall include, at a minimum, 

information about the security symbol, 

the imbalance amount and side, the last 

sale price, and an order acceptance cutoff time (which in no event may be later 

than 4:30 p.m.). The Exchanges also 

propose adding conditions on the type 

of order that may be entered in response 

to a solicitation request. As proposed in 

Rule 123C(8)(a)(1)(iii), any offsetting 

interest received in response to a 

solicitation request must be a limit order 

priced no worse than the last sale and 

must be irrevocable. 

The Exchanges propose to maintain in 

Rule 123C(8)(a)(1)(iii) that any offsetting 

interest must be represented by a Floor 

broker. As noted in the NYSE’s October 

2, 2008 filing to amend Rule 48, 

Exchange systems do not have the 

capability to receive electronic interest 

after 4:00 p.m. The Exchanges stated in 

their respective Notices that the time 

and cost necessary to reconfigure 

Exchange systems to electronically 

accept orders after 4 p.m. for this 

limited purpose would far outweigh any 

benefit that may accrue from such 

technology changes. In any event, the 

Exchanges believe that more 

information is necessary before they 

undertake to implement any such 

technology change. The Exchanges 

therefore propose that six months after 

the approval of this proposed rule 

change, the Exchanges will provide the 

Commission with information regarding 

how many times a Rule 52 temporary 

suspension under proposed Rule 

123C(8)(a)(1) has been invoked. At that 

time, the Exchanges and the 

Commission can make a more informed 

decision of whether the benefit in 

accepting orders electronically after 4 

p.m. outweighs the costs associated 

with making such changes. To provide 

both the Exchange and the Commission 

with time to evaluate the proposed rule, 

the Exchange proposes that Rule 

123C(8)(a)(1) be approved on a Pilot 

basis, to end six months after the date 

of this order. 

The Exchanges also propose to add to 

the rule certain parameters regarding the 

timing of the closing of a security when 

such offsetting interest is solicited. As 

proposed in Rule 123C(8)(a)(1)(iv), in 

such circumstances, the DMM should 

close the security the earlier of the order 

acceptance cut-off time or the time that 

the imbalance is paired off at or 

reasonably contiguous to the last sale 

price.16 This provision is intended to 

require the DMM to arrange for a fair 

and orderly close that is as close to 4 

p.m. as possible, notwithstanding the 

fact that the Exchange seeks additional 

offsetting interest after 4 p.m. Finally, 

the Exchanges propose that any 

offsetting interest entered after 4 p.m., 

but before the DMM closes the security, 

would trade on parity.17

3. Temporary Suspensions Under Rule 

123C(1) and (2) 

The Exchanges propose to adopt 

permanently the provisions of Rule 

48(b)(2)(B) as proposed Rule 

123C(8)(a)(2), without any change. 

Therefore, each Exchange would 

continue to have the ability to 

temporarily suspend, on a security-bysecurity basis, the Rule 123C(1) and (2) 

requirements that MOC and LOC orders 

cannot be cancelled or reduced after 

3:50 p.m. for MOC and LOC orders that 

are the result of a legitimate error and 

would cause significant price 

dislocation at the close. 

4. Parameters for Obtaining Temporary 

Rule Suspensions 

The Exchanges propose codifying the 

practices concerning how a temporary 

suspension under proposed Rule 

123C(8)(a) would be invoked and who 

should be involved. As proposed in 

Rule 123C(8)(b), only the DMM assigned 

to a particular security may request a 

temporary suspension under proposed 

section 8(a) of the Rule. The Exchanges 

argued in their respective Notices that 

because the DMM is responsible for 

facilitating the close of trading in its 

registered securities, the DMM is in the 

unique position to know whether he or 

she would need additional interest to 

ensure a fair or orderly close. 

To ensure that such temporary 

suspensions are not invoked 

indiscriminately, the Exchanges propose 

that any such determination, as well as 

any entry or cancellation of orders or 

closing of a security under proposed 

Rule 123C(8)(a), must be approved by 


rmajette on PRODPC74 with NOTICES
Federal Register / Vol. 74, No. 74 / Monday, April 20, 2009 / Notices 18011 

18 In approving these proposed rule changes, the 

Commission notes that it has considered the 

proposed rules’ impact on efficiency, competition, 

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

19 15 U.S.C. 78f(b)(5). 

20For example, NYSE reports that, in the period 

from October 2, 2008, when the Exchange adopted 

the amendments to Rule 48, to February 19, 2009, 

when NYSE filed their proposed rule change, NYSE 

invoked Rule 48 (i.e., declared a floor-wide extreme 

market condition) at the close eight times. However, 

because the DMM does not know what the actual 

imbalance will be until 4 p.m., during that time 

NYSE solicited offsetting interest for only one 

security on one such trading day. 

either an Executive Floor Governor or a 

qualified NYSE Euronext employee, as 

defined in Rule 46(b)(v). The Exchange 

also proposes requiring that any 

temporary suspensions under proposed 

Rule 123C(8)(a) should be under the 

supervision of a qualified Exchange 

Officer, as defined in Rule 48(d). To 

assist the DMM and Exchange officials, 

proposed Rule 123C(8)(b) identifies a 

number of factors that may be 

considered when making such a 

determination. Such factors include, but 

are not limited to, when the order(s) that 

impacted the imbalance were entered 

into Exchange systems or orally 

represented to the DMM; the impact of 

such order(s) on the closing price of the 

security; the volatility of the security 

during the trading session; and the 

ability of the DMM to commit capital to 

dampen the price dislocation. 

C. Proposed Amendment to Rule 

48(c)(2) 

In addition to the above-described 

amendments, the Exchanges also 

propose to amend Rule 48(c)(2), which 

concerns the method by which each 

Exchange notifies Commission staff 

when it declares a Rule 48 extreme 

market volatility condition. 

The current rule provides that the 

qualified Exchange officer will make a 

reasonable effort to consult with 

Commission staff before declaring an 

extreme market volatility condition and 

granting a suspension of the Exchange’s 

rules or procedures. In the event that the 

qualified Exchange officer cannot reach 

the Commission staff, the qualified 

Exchange officer will, as promptly as 

practicable in the circumstances, inform 

the Commission staff of such 

declaration. 

Given the limited relief that can be 

granted during a Rule 48 condition— 

certain Floor Official approvals are 

suspended and mandatory indications 

can be suspended—the Exchanges 

argued in their respective Notices that 

the requirement to consult with 

Commission staff before declaring an 

extreme market volatility condition 

imposes an undue burden on regulatory 

resources. Accordingly, the Exchanges 

propose to amend Rule 48(c)(2) to delete 

the requirement that the qualified 

Exchange officer undertake reasonable 

efforts to consult with Commission staff 

before declaring an extreme market 

volatility condition. As required by the 

rule, each Exchange will continue to 

inform the Commission staff, as 

promptly as practicable under the 

circumstances, when it has declared a 

Rule 48 extreme market volatility 

condition. 

III. Commission’s Findings and Order 

Granting Approval of the Proposed 

Rule Change 

After careful review, the Commission 

finds that the proposed rule changes are 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.18 In particular, the 

Commission finds that the proposed 

rule changes are consistent with Section 

6(b)(5) of the Act 19 in that they are 

designed 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. 

The Exchanges propose to eliminate 

the requirement that an Exchange first 

declare a Floor-wide extreme market 

volatility condition before it can 

consider, on a security-by-security basis, 

whether to temporarily suspend either 

Rule 52 or Rule 123C(1) or (2). The 

Commission notes that an extreme order 

imbalance at the close may be the result 

of Floor-wide volatility, but may also be 

a result of isolated volatility in a 

particular security, or of a single large 

order received close to the scheduled 

close. Therefore, the Commission agrees 

that the requirement that a Floor-wide 

extreme market volatility condition 

precede the invocation of temporary 

suspensions pursuant to Rule 128(c)(8) 

could hamper the Exchanges’ ability to 

use Rule 128(c)(8) to help ensure a fair 

and orderly close in a specific security. 

The Exchanges propose to make 

permanent and move to Rule 

123C(8)(a)(1) the temporary provisions 

permitting the Exchanges to suspend 

Rule 52, regarding hours of operation, to 

permit DMMs to solicit and enter orders 

into Exchange systems after the 

scheduled close in order to offset an 

extreme order imbalance. As described 

above, because Exchange systems are 

not configured to accept orders 

electronically after 4 p.m., any offsetting 

interest submitted by Exchange 

members in response to a solicitation for 

offsetting interest are required by Rule 

123C(8)(a)(iii) to be represented by a 

Floor broker. 

The Exchanges have argued in their 

respective Notices that requiring Floor 

brokers to represent offsetting interest 

does not unfairly discriminate against 

any market participants. The Exchanges 

state that the requirement to use a Floor 

broker, who would be acting only as an 

agent, does not deny anyone access to 

trading at the Exchange. And while the 

Commission notes that submitting order 

through a Floor broker might be more 

costly for some members than directly 

entering the offsetting interest orders 

electronically, the Exchanges assert that 

the Exchange customers that would 

typically respond to a solicitation 

request are sophisticated market 

participants who likely already have, or 

could easily arrange for, a relationship 

with a Floor broker to represent orders 

on their behalf, and that furthermore 

such customers have the wherewithal to 

enter into arrangements with Floor 

brokers that are financially competitive 

with entering orders directly into 

Exchange systems, e.g., via reduced 

commissions or pass through of Floor 

broker rebates. 

The Exchanges also state that, though 

it would be possible to reconfigure 

Exchange systems to accept orders 

electronically after 4 p.m., to do so 

would be costly, and that the benefit to 

such a reconfiguration would be 

limited, since the temporary suspension 

of Rule 52 to attract offsetting interest is 

intended to be used for extreme, and 

likely rare, circumstances where there 

exists such a large imbalance at the 

close that the DMM could not close the 

security without significant price 

dislocation.20 While the elimination of 

the Floor-wide declaration of an 

extreme market volatility condition as a 

prerequisite for suspending Rule 52 may 

increase the likelihood of Rule 52 

suspensions on the Exchange, the 

Commission notes that other elements 

of Rule 128(c)(8), such as Executive 

Floor Governor oversight, are designed 

to restrict suspension of Rule 52 to 

situations where it is necessary to 

maintain a fair and orderly market. 

The Commission notes that the 

Exchanges have proposed to implement 

Rule 128(c)(a)(1) for a six-month pilot 

period, and have agreed to provide to 

the Commission information regarding 

how many times a Rule 52 temporary 

suspension under proposed Rule 

123C(8)(a)(1) has been invoked during 

such period. Such information should 

assist the Commission in making a 

determination as to whether the 

requirement that only Floor brokers may 

represent offsetting interest is 


rmajette on PRODPC74 with NOTICES
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 


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