Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 46075 

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

2 17 CFR 240.19b–4. 

3 In connection with the series of mergers (the 

‘‘Mergers’’), the Exchange has submitted related 

rule filings concerning changes to its corporate 

governance structure. See SR–Amex–2008–62 

(defining Mergers). The Exchange intends to submit 

additional rule filings addressing its rules and 

procedures for certain legacy disciplinary matters, 

equity listing requirements and procedures, and 

ETF delisting rules. The NYSE and the Financial 

Industry Regulatory Authority, Inc. (‘‘FINRA’’) will 

also be submitting companion filings concerning 

membership issues, and the NYSE will be 

submitting a related rule filing to amend NYSE Rule 

18. 

4See SR–Amex–2008–62. 

5The term ‘‘U.S. Regulated Subsidiary’’ is defined 

under Article VII, Section 7.3(G) of the Bylaws of 

NYSE Euronext. 

6 15 U.S.C. 78f. 

7See SR–Amex–2008–62. For the avoidance of 

doubt, NYSE Alternext U.S. LLC will be a separate 

self regulatory organization from NYSE Euronext’s 

European-market subsidiary, NYSE Alternext. 

component securities will be readily 

ascertainable by a third party because 

the Index Composition Methodology 

will be publicly available. 

6. In addition, although the Index 

Provider may change the rules of the 

Index Composition Methodology in the 

future, applicants state that any change 

to the Index Composition Methodology 

would not take effect until the Index 

Provider has given the Calculation 

Agent (defined below) and the public at 

least 60 days prior written notice of the 

change, disclosed on the Web site of the 

Index Provider. The ‘‘Calculation 

Agent’’ is the entity that will implement 

the Index Composition Methodology, 

calculate and maintain the Hard Assets 

Indexes, and calculate and disseminate 

the values of the Hard Assets Indexes. 

The Calculation Agent is not and will 

not be an affiliated person (as defined in 

the Act), or an affiliated person of an 

affiliated person, of the Trust, the 

Adviser, any Sub-Adviser, the 

Distributor, or a promoter of a New 

Fund. 

7. Applicants also state that the 

Adviser and the Index Provider have 

adopted policies and procedures 

designed to prevent the dissemination 

and improper use of non-public 

information in a manner similar to 

firewalls. The Adviser has adopted 

written policies and procedures in 

accordance with rule 206(4)–7 under the 

Advisers Act, including procedures 

designed to prevent and detect the 

misuse of material non-public 

information and its Code of Ethics, as 

required under rule 17j–1 under the Act 

and rule 204A–1 under the Advisers 

Act, which contains provisions 

reasonably necessary to prevent Access 

Persons (as defined in rule 17j–1) from 

trading on the basis of, improperly 

disseminating or otherwise engaging in 

any improper use of nonpublic 

information. Applicants state that the 

Index Provider has adopted a code of 

ethics forbidding its personnel, 

including Rogers, from trading on the 

basis of, improperly disseminating or 

otherwise engaging in any improper use 

of nonpublic information. 

8. Applicants state that the New 

Funds will operate in a manner 

identical to the operation of the Current 

Funds under the Prior Order, except as 

specifically noted by applicants (and 

summarized in this notice). The New 

Funds will comply with all of the terms 

and conditions of the Prior Order as 

amended by the present application. 

Applicants believe that the requested 

relief continues to meet the necessary 

exemptive standards. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18149 Filed 8–6–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58265; File No. SR–Amex–

2008–63] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Notice 

of Filing of Proposed Rule Change 

Relating to the Relocation of Equities 

Trading After the Acquisition of the 

Exchange by NYSE Euronext 

July 30, 2008. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on July 28, 

2008, the American Stock Exchange LLC 

(‘‘the Amex’’ or the ‘‘Exchange’’) 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 substantially 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 is submitting this rule 

filing in order to implement the 

relocation (the ‘‘Equities Relocation’’) of 

all equities trading conducted on or 

through the Amex’s systems and 

facilities to the trading systems and 

facilities operated by NYSE Market, Inc., 

(‘‘NYSE’’) in connection with the 

acquisition of the Amex’s parent 

corporation, The Amex Membership 

Corporation, by NYSE Euronext. In 

connection with such acquisition, the 

Amex will be renamed NYSE Alternext 

U.S. LLC (‘‘NYSE Alternext’’). 

The text of the proposed rule change 

is available at the Amex’s principal 

office, the Commission’s Public 

Reference Room, and http:// 

www.amex.com. 

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 

Amex 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. The Exchange has 

prepared summaries, set forth in 

Sections A, B, and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

In order to implement the Equities 

Relocation, the Exchange proposes to 

amend its existing rules as needed and 

to adopt, subject to such changes as are 

necessary to apply the rules to the 

Exchange, NYSE Rules 1–1004 

applicable to transactions conducted on 

NYSE systems and facilities and 

governing the off-floor conduct of 

members and member organizations.3

Background and Post-Merger Structure 

As described more fully in the rule 

filing concerning the Mergers,4 upon 

completion of the Mergers, the Amex 

will become one of the U.S. Regulated 

Subsidiaries 5 of NYSE Euronext and 

will continue to operate as a national 

securities exchange registered under 

Section 6 of the Act.6 Following the 

Mergers, the name of the new exchange 

will be NYSE Alternext U.S. LLC.7

Following the Mergers, the Exchange 

will relocate all equities trading 

currently conducted on the Exchange 

legacy trading systems and facilities 

located at 86 Trinity Place, New York, 


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8The Exchange will submit a separate rule filing 

to adopt a new rule set to govern NYSE Alternext 

options trading following the Options Relocation. 

9Following the Equities Relocation, certain 

securities currently listed and traded on the Amex 

will be transferred to NYSE Alternext but will not 

be eligible to trade on NYSE Alternext pursuant to 

the sub-penny trading condition set forth in 

proposed NYSE Alternext Equities Rule 123D(3). 

Trading in such securities will be routed to NYSE 

Arca and will be handled in accordance with the 

rules governing that market. 

10On the Exchange, some members registered to 

engage in market making in ETFs on the floor of the 

Exchange or to supplement the market making of 

those registered as specialists in those products. 

When those products are no longer traded on the 

Exchange, current Amex members who concentrate 

in market making in such products will be able to 

apply to become NYSE Arca ETP holders and to 

move their business activities to the NYSE Arca 

trading systems and facilities. 

11The NYSE does not currently trade any 

securities on a UTP basis. 

12See SR–Amex–2008–62. In addition, as 

described in greater detail herein, upon the 

Relocations NYSE Alternext will recognize former 

Amex members as either NYSE Alternext member 

organizations or members, as applicable. 

13The Exchange has taken NYSE Rules 1–1004 in 

the form they existed as of July 18, 2008, and 

adopted them with modifications as described in 

this filing. Any changes to relevant NYSE Rules that 

have been implemented by the NYSE subsequent to 

that date, but before the effective date of the 

Mergers, will be incorporated by the Exchange as 

soon after the close of the Mergers as is practicable, 

but not later than the date of the Equities 

Relocation. 

14For ease of reference, the Exchange has retained 

the numbering of the NYSE Rules in the NYSE 

Alternext Rule set. 

New York (the ‘‘86 Trinity Trading 

Systems’’), to the NYSE trading systems 

and facilities located at 11 Wall Street, 

New York, New York (the ‘‘NYSE 

Alternext Trading Systems’’). The NYSE 

Alternext Trading Systems will be 

operated by the NYSE on behalf of the 

Exchange. Similarly, the Exchange will 

relocate all options trading currently 

conducted on the 86 Trinity Trading 

Systems to new facilities of the 

Exchange to be located at 11 Wall Street, 

which facilities will utilize a trading 

system based on the options trading 

system used by NYSE Arca, Inc. (‘‘NYSE 

Arca’’) (the ‘‘Options Relocation,’’ and, 

together with the Equities Relocation, 

the ‘‘Relocations’’).8 Prior to completion 

of the Relocations, all trading on the 86 

Trinity Trading Systems will continue 

to be governed by the existing Amex 

Rules, as amended pursuant to the 

Mergers. Upon completion of the 

Relocations, these legacy Amex Rules 

will be rescinded by the Exchange. 

In connection with the Mergers, and 

after the Equities Relocation, the 

Exchange will trade all equities 

securities, as well as certain derivative 

products, currently listed on the 

Exchange on the NYSE Alternext 

Trading Systems.9

The Exchange expects to discontinue 

the listing and trading of, including 

trading on an unlisted trading privileges 

(‘‘UTP’’) basis, exchange traded funds 

(‘‘ETFs’’) and certain other structured 

products, including index and currency 

warrants, and it is expected that such 

products will be listed and traded on 

NYSE Arca.10 The Exchange will also be 

discontinuing trading of bonds currently 

listed on the Exchange, and it is 

expected that such bonds will be traded 

on the NYSE BondsSM trading system. In 

the event that an ETF, structured 

product or bond issuer listed on the 

Exchange does not wish to move the 

listing to NYSE Arca or NYSE Bonds, as 

the case may be, such issuer would have 

the opportunity to seek a listing on 

another market. Note, however, that it is 

possible that movement of these listings 

may not be completed by the time of the 

Equities Relocation, in which case such 

products would continue to be traded at 

86 Trinity Trading Systems until the 

transfer of the listings can be completed. 

The Exchange does not intend to 

cross-list any NYSE-listed securities on 

the Exchange and does not intend to 

cross-list any Exchange-listed securities 

on the NYSE. The Exchange may in the 

future trade securities listed on other 

exchanges on a UTP basis, subject to 

certain technical adjustments to the 

NYSE Alternext Trading Systems 

necessary to support such trading.11 The 

Exchange will not trade NYSE-listed 

securities on a UTP basis and will not 

trade pursuant to UTP any securities 

that might in the future be traded on the 

NYSE pursuant to UTP. 

As proposed in the rule filing 

concerning the Mergers, immediately 

following the closing of the Mergers, 

those persons and entities who were 

authorized to trade on the Amex before 

the closing of the Mergers, including 

Amex (i) owners, lessees or nominees of 

Regular Members or Options Principal 

Members (‘‘OPMs’’), (ii) limited trading 

permit holders, and (iii) associate 

members, will be deemed to have 

satisfied applicable qualification 

requirements necessary to trade in 

NYSE Alternext’s demutualized 

marketplace and will be issued trading 

permits (referred to as ‘‘86 Trinity 

Permits’’) at no cost. The 86 Trinity 

Permit will authorize owners, lessees or 

nominees of Amex Regular Members, 

OPMs, limited trading permit holders 

and associate members who were 

authorized to trade on the Amex 

immediately before the Mergers, to 

continue to trade on the 86 Trinity 

Trading Systems. Holders of the 86 

Trinity Permits will be able to apply for 

an NYSE Alternext equities license or 

options trading permit upon the 

Equities and Options Relocations, as 

applicable. After the Equities 

Relocation, a holder of an 86 Trinity 

Permit will only be able to trade 

products other than those that have 

migrated to the NYSE Alternext Trading 

Systems. After the Options Relocation, 

the 86 Trinity Permits will be 

canceled.12

The Exchange anticipates that the 

Equities Relocation will occur as soon 

as reasonably practicable following the 

date of the Mergers and that the Options 

Relocation will occur at or around 

February 2009. The transfer of ETFs, 

bonds and other structured products 

will be accomplished as soon as 

practicable after the closing of the 

Merger. 

Proposed Rule Changes 

Adoption of NYSE Rules 1–1004 as the 

NYSE Alternext Equities Rules 

The Exchange proposes to adopt 

NYSE Rules 1–1004 as the ‘‘NYSE 

Alternext Equities Rules.’’ 13 The 

adoption of the NYSE Alternext Equities 

Rules is necessary in order to conduct 

the equities business of the Exchange on 

the NYSE Alternext Trading Systems, 

since such rules reflect the market 

structure and features of the NYSE 

Alternext Trading Systems. Following 

the Equities Relocation, the NYSE 

Alternext Equities Rules would govern 

all equity transactions conducted on the 

NYSE Alternext Trading Systems. 

Because NYSE Alternext Trading 

Systems will be operated by the NYSE 

on behalf of the Exchange, the NYSE 

Alternext Equities Rules will be 

substantially identical to the existing 

NYSE Rules, subject to certain changes 

necessary to apply such rules to the 

Exchange. 

In addition, the Exchange will require 

all those who register to become NYSE 

Alternext equities members to also 

become both NYSE members and 

FINRA members. To avoid unnecessary 

regulatory duplication, the Exchange 

proposes to adopt in substantially their 

current form the NYSE’s member firm 

conduct rules (NYSE Rules 300–460), 

which govern the off-floor conduct of 

members and member organizations. 

Many of these rules were adopted by 

FINRA in 2007 as ‘‘Common Rules’’

pursuant to the 17d–2 Agreement 

between NYSE and FINRA. 

The proposed NYSE Alternext 

Equities Rules are set forth in Exhibit 5 

and are summarized below.14 A 

blackline comparison of the current 

NYSE Rules and the NYSE Alternext 

Equities Rules is attached as Exhibit 3A, 

together with a blackline of certain 

Amex Rules imported into the NYSE 


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15The Exchange will make a separate rule filing 

to adopt a new rule set to govern options trading 

following the Options Relocation. 

16 In addition, a rule change proposal to adopt 

Disciplinary Rule 478T, which will govern the 

temporary disciplinary procedures applicable to 

certain legacy disciplinary proceedings, will be 

filed shortly pursuant to Section 19(b) of the Act. 

17The Exchange understands that the NYSE 

intends to submit a rule filing proposing identical 

rule changes to the NYSE Rules pursuant to 

removal of the ITS System and the NMS Linkage 

Plan which are no longer in operation. See e-mail 

from Claire P. McGrath, Senior Vice President and 

General Counsel, Amex to Sarah Albertson, 

Attorney, Division of Trading and Markets, 

Commission, dated July 29, 2008 (modifying 

footnote language). 

18The Exchange understands that, subsequent to 

the Mergers, the NYSE intends to submit a filing to 

make conforming changes to remove these obsolete 

or inapplicable references from the NYSE Rules. 

19As described in Section II herein, by operation 

of the related corporate governance ‘‘Day 1’’ filing, 

all Amex members will become members of NYSE 

Alternext upon the effective date of the Mergers. 

See SR–Amex 2008–62. In accordance with the 

Mergers, the Exchange will certify to the NYSE and 

FINRA that all such transferring members met the 

Amex’s minimum membership standards at the 

time they were approved for membership and that 

nothing has come to the attention of the Exchange 

that would disqualify any of these members. 

Alternext Equities Rules, attached as 

Exhibit 3B. 

Summary of the Proposed NYSE 

Alternext Equities Rules 

Amex Rule 0 and NYSE Alternext 

Equities Rule 0 

The Exchange proposes the adoption 

of operative Amex Rule 0 to prescribe 

how trading will be conducted on the 

Exchange following the Mergers. For the 

period of time following the Equities 

Relocation and prior to the Options 

Relocation, options trading will 

continue to occur on the 86 Trinity 

Trading Systems.15

Proposed Amex Rule 0 prescribes 

that, following the Mergers: 

• All transactions conducted on or 

through the 86 Trinity Trading Systems 

will continue to be governed by the 

legacy rules of the Exchange, including 

Amex Rules 1–1605, Amex Company 

Guide and AEMI Rules 1–1500 

(including Section 910 of Amex 

Company Guide), as amended 

(collectively, the ‘‘86 Trinity Rules’’); 

• All transactions conducted on or 

through the NYSE Alternext Trading 

Systems shall be governed by the 

‘‘NYSE Alternext Equities Rules.’’

In addition, the Exchange proposes to 

adopt NYSE Alternext Equities Rule 0 

prescribing that all trading conducted 

on the NYSE Alternext Trading Systems 

shall be governed by the NYSE 

Alternext Equities Rules, except to the 

extent any 86 Trinity Rules are 

specifically designated as applying. 

Proposed Amex Rule 0 and NYSE 

Alternext Equities Rule 0 also provide 

that existing NYSE Rules 475–477, to be 

adopted by the Exchange as Disciplinary 

Rules 475–477, will apply to all NYSE 

Alternext members and member 

organizations and will govern trading on 

both the 86 Trinity and NYSE Alternext 

Trading Systems.16

Following the completion of the 

Options Relocation, the 86 Trinity 

Rules, including Amex Rule 0, will no 

longer be operative and will be 

rescinded by the Exchange. 

Summary of Modifications to NYSE 

Rules as Adopted 

As described above, the Exchange 

proposes to adopt as the NYSE 

Alternext Equities Rules NYSE Rules 1–

1004, subject to a few substantive 

modifications. These proposed 

modifications are summarized in the 

bullets below and set forth in more 

detail in the chart that follows: 

• Incorporation of three legacy Amex 

Rules into the NYSE Alternext Equities 

Rules, either to replace an existing 

NYSE Rule that is expected to be 

substantially amended in the near future 

(Amex Rules 135A and 193 substituted 

as NYSE Alternext Equities Rules 128 

and 98, respectively) or, in one instance 

(Amex Rule 60–AEMI), to supplement 

the NYSE Alternext Equities Rules 

where there is no corresponding NYSE 

Rule (see NYSE Alternext Equities Rule 

60A); 

• Modifications to reflect the different 

nature of the businesses of NYSE and 

Amex members and member 

organizations, including net capital 

requirements and certain fees (see NYSE 

Alternext Equities Rules 103.10, 104.20–

.24 and 129); 

• Changes to address post-merger 

corporate and/or market structural 

issues, including changing the 

definitions of ‘‘Exchange’’ and ‘‘Floor’’

(see NYSE Alternext Equities Rules 1, 6 

and 112), adding a provision to 

physically segregate the trading of NYSE 

Alternext Equities-listed securities from 

NYSE-listed securities on the Exchange 

Floor at 11 Wall (see NYSE Alternext 

Equities Rule 103B), and other such 

changes (see NYSE Alternext Equities 

Rules 2A, 18, 20–22, 28, 37, 46, 123E 

and 422); 

• Changes to modify and/or remove 

rules related to ETFs, bonds and other 

structured products that will not trade 

on the NYSE Alternext Trading Systems 

(see NYSE Alternext Equities Rules 13, 

36, 51, 55, 61, 65, 72, 79A, 85, 86, 103B, 

104.10, 104B, 105, 119, 123D, 342, 414, 

431, 460 and 1002); 

• Changes to modify and/or remove 

rules that are obsolete, irrelevant or 

otherwise inapplicable to the use of the 

NYSE Alternext Trading Systems, 

including rules related to (i) the ITS 

System and the NMS Linkage Plan (see 

NYSE Alternext Equities Rules 13, 15A, 

16, 17T, 45, 47, 52, 54, 60, 61, 79A, 90, 

92–96, 104A, 115, 123, 123C, 123D, 900, 

1000, 1002, 11Ac1–1); 17 (ii) program or 

‘‘basket’’ trading (see NYSE Alternext 

Equities Rules 36, 92, 96, 104.11A, 

104.11B, 800 series); (iii) Registered 

Competitive Market Makers, 

Competitive Traders and Registered 

Options Representatives or Principals 

(see NYSE Alternext Equities Rules 36, 

107A, 110, 111, 123, 132B, 345, 408, 

900); (iv) the Medallion Signature 

program (see NYSE Alternext Equities 

Rule 200); (v) arbitration (see NYSE 

Alternext Equities Rules 600 series); (vi) 

options trading (see NYSE Alternext 

Equities Rules 431, 700 series); and (vii) 

other obsolete or inapplicable references 

(see NYSE Alternext Equities Rules 12, 

13, 35, 38, 60, 61, 76, 90, 104, 115A, 

122, 123D, 126, 132B, 168, 189, 274, 

350, 407, 451, 452, 497, 1000).18

In addition to the above-noted 

changes, the Exchange proposes 

adopting rules governing member 

organizations that are closely modeled 

on the existing NYSE membership rules, 

including rules defining member and 

member organizations (NYSE Alternext 

Equities Rule 2), governing the 

admission of members and member 

organizations (NYSE Alternext Equities 

Rules 300–308), the formation and 

approval of member organizations 

(NYSE Alternext Equities Rule 311), 

changes within member organizations 

(NYSE Alternext Equities Rule 312), and 

submission of partnership articles and 

corporate documents (NYSE Alternext 

Equities Rule 313) (collectively, the 

proposed ‘‘NYSE Alternext Equities 

Member Organization Rules’’). The 

Exchange recognizes that the NYSE 

Alternext Equities Member Organization 

Rules may impose different or 

additional requirements than the 

current Amex rules concerning 

membership and that, post-Merger, 

there may be NYSE Alternext members 

or member organizations holding an 86 

Trinity Permit that would not 

immediately qualify for membership 

under the NYSE Alternext Equities 

Rules.19

The Exchange proposes that, upon the 

effective date of this rule filing (e.g., 

‘‘Day 2’’), all NYSE Alternext member 

organizations shall continue to be 

approved as NYSE Alternext member 

organizations, notwithstanding whether 

they meet the standards of the NYSE 

Alternext Equities Member Organization 


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20Following the closing of the transaction, the 

Exchange will work with FINRA as its agent to 

ensure that the Exchange’s membership 

requirements are met. 

Rules at that time.20 This approval 

would be conditioned upon the member 

organization meeting the requirements 

of the NYSE Alternext Equities Member 

Organization Rules within a grace 

period of six months from the date that 

the member organization receives its 

NYSE Alternext equities trading license 

in exchange for a valid 86 Trinity 

Permit. As described in proposed Rule 

300.10T, the Exchange would revoke a 

member organization’s approval to trade 

if it fails to meet the requirements of the 

NYSE Alternext Equities Member 

Organization Rules by the close of the 

grace period. The Exchange would also 

reserve the right to commence 

proceedings to terminate such a member 

organization’s membership, if 

applicable. 

The Exchange further proposes that 

NYSE Alternext members be provided a 

grace period of six months within which 

to meet proposed NYSE Alternext 

Equities Rule 304A requirements to pass 

an examination requirement by the 

Exchange. The Exchange believes that 

this grace period should begin to run 

from the date that the individual 

member transfers to the NYSE Alternext 

Trading Systems, which may be a later 

date than the Equities Relocation. 

The specific changes to each NYSE 

Rule as proposed for the NYSE 

Alternext Equities Rules are listed 

below. 

CHANGES TO EXISTING NYSE RULES IN THE PROPOSED NYSE ALTERNEXT EQUITIES RULES

[Rules not listed below have been reserved.] 

NYSE Alternext 

rule Changes from corresponding NYSE rule 

0 ........................ Amex Rule 0 and NYSE Alternext Equities Rule 0 were adopted in order to clarify that, after the Equities Relocation, the legacy rules of the Amex will continue to apply to trading on the legacy 86 Trinity Trading Systems and the NYSE Alternext 

Equities Rules will apply to all equity transactions on the NYSE Alternext Trading Systems. Amex Rule 0 and NYSE 

Alternext Equities Rule 0 also clarify that rules substantially identical to NYSE Rules 475, 476 and 477 will be the disciplinary rules that will apply to all trading on both the 86 Trinity and NYSE Alternext Trading Systems. The legacy Amex minor 

rules violation rule (Amex Rule 590) will continue to apply to trading on the 86 Trinity Trading Systems and a rule substantially identical to NYSE Rule 476A will apply to trading on the NYSE Alternext Trading System. The adoption of Disciplinary 

Rules 475, 476 and 477 to the legacy 86 Trinity Rules will be made in a separate rule filing. 

476A ................. As noted above, Disciplinary Rule 476A will be adopted as part of the legacy 86 Trinity Rules but will apply to trading on both 

the 86 Trinity Trading Systems and the NYSE Alternext Trading Systems. The Rule is substantially identical to NYSE Rule 

476A, with the following exceptions: (i) The adoption of the existing Amex fine schedule from Amex Rule 590, (ii) references to ‘‘ITS’’ and ‘‘ITS’’-related rules are obsolete and were deleted or modified, and (iii) references to ‘‘Registered 

Competitive Market Makers’’ (RCMMs) and ‘‘Competitive Traders’’ (CTs) were removed as NYSE Alternext will not have 

these types of market participants. In addition, Disciplinary Rule 476A incorporates as additional supplementary material 

from Amex Rule 590 the cross-references to legacy Amex Rules to govern trading on the 86 Trinity Systems prior to completion of the Relocations. 

1 ........................ The Rule is substantially identical to NYSE Rule 1, with the following exceptions: (i) Changing the definition of ‘‘Exchange’’ to 

refer to NYSE Alternext and (ii) adding definitions for ‘‘NYSE Market,’’ ‘‘NYSER’’ and ‘‘Market Surveillance Division’’. 

2 ........................ The Rule is substantially identical to NYSE Rule 2, except, as described above, to add supplementary material to provide that 

members and member organizations of the New York Stock Exchange LLC will be approved as members of the Exchange. 

2A ..................... The Rule is substantially identical to NYSE Rule 2A, with the following exception: The approval of the NYSE Regulation 

Board of Directors will not be required for rule amendments as NYSE Alternext will retain primary authority over the Exchange and the NYSE Alternext Equities Rules. NYSE Regulation will perform services for NYSE Alternext pursuant to a 

Regulatory Services Agreement. 

2B ..................... No substantive changes. 

3 ........................ No substantive changes. 

4 ........................ No substantive changes. 

5 ........................ No substantive changes. 

6 ........................ The definition of ‘‘Floor’’ in NYSE Rule 6 has been modified in the NYSE Alternext Equities Rules to incorporate the definition 

of ‘‘Floor’’ in Rule 11a–1(c) of the Exchange Act. NYSE intends to make conforming changes to the NYSE Rules. 

8 ........................ No substantive changes. 

9 ........................ No substantive changes. 

10 ...................... No substantive changes. 

11 ...................... No substantive changes. 

12 ...................... The Rule is substantially identical to NYSE Rule 12, with the following exception: The cross-reference to Rule 284 was deleted to reflect that Rule 284 itself has been deleted from the NYSE’s rules. 

13 ...................... The Rule is substantially identical to NYSE Rule 13, with the following exceptions: (i) References to ‘‘Auction Market Orders’’, 

which were never actually implemented on the NYSE, and ‘‘Automated Bond System’’ were removed as they are not applicable to trading on NYSE Alternext, (ii) references to ‘‘ITS’’ and ‘‘ITS’’-related rules are obsolete and were deleted or modified and (iii) references to ‘‘Investment Company Units’’, ‘‘Trust Issued Receipts’’, ‘‘Gold Shares’’, ‘‘Currency Trust Shares’’

and ‘‘Commodity Trust Shares’’ were removed as they are not applicable to trading on NYSE Alternext. 

15 ...................... No substantive changes. 

15A ................... The Rule is substantially identical to NYSE Rule 15A, with the following exception: References to ‘‘ITS’’ and ‘‘ITS’’-related 

rules are obsolete and were deleted or modified. 

NYSE Rule 16 .. NYSE Rule 16 on bulletin board communications was not adopted to the NYSE Alternext Rules as it was an ITS-related Rule 

and deleted. 

17 ...................... No substantive changes. 

NYSE Rule 17T NYSE Rule 17T was not adopted to the NYSE Alternext Rules as it was an ITS-related Rule and deleted. 

18 ...................... The Rule is substantially identical to NYSE Rule 18. NYSE Alternext members will be reimbursed by the Exchange and 

NYSE Alternext will participate in the NYSE fund for compensation for system malfunctions on a pro rata basis with all 

NYSE members. A companion rule filing amending NYSE Rule 18 will be submitted by the NYSE. 

19 ...................... No substantive changes. 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 46079 

CHANGES TO EXISTING NYSE RULES IN THE PROPOSED NYSE ALTERNEXT EQUITIES RULES—Continued 

[Rules not listed below have been reserved.] 

NYSE Alternext 

rule Changes from corresponding NYSE rule 

20 ...................... The Rule is substantially identical to NYSE Rule 20, with the following exceptions: (i) The Rule has been modified to reflect 

the NYSE Alternext corporate structure and (ii) as referenced above, NYSE Regulation will perform services for NYSE 

Alternext pursuant to an RSA. 

NYSE Rule 21 .. NYSE Rule 21 was not adopted to the NYSE Alternext Equities Rules since listings determinations are no longer a Board 

function on the NYSE and will not be a Board function on NYSE Alternext. 

22 ...................... The Rule is substantially identical to NYSE Rule 22, with the following exception: The Rule has been modified to reflect the 

NYSE Alternext corporate structure. 

23 ...................... No substantive changes. 

24 ...................... No substantive changes. 

25 ...................... No substantive changes. 

27 ...................... No substantive changes. 

28 ...................... The Rule is substantially identical to NYSE Rule 28, with the following exception: The Rule has been modified to reflect the 

NYSE Alternext corporate structure. 

35 ...................... The Rule is substantially identical to NYSE Rule 35, with the following exception: Certain floor ticket and other requirements 

have been deleted as outdated or obsolete. 

36 ...................... The Rule is substantially identical to NYSE Rule 36, with the following exception: References to ‘‘RCMMs,’’ Rule 800 (‘‘Basket 

Trading’’), ‘‘Investment Company Units’’ and ‘‘Trust Issued Receipts’’ were removed as they are not applicable to trading on 

NYSE Alternext. 

37 ...................... NYSE Alternext Equities Rule 37 has been modified to provide that visitors may be admitted to the Floor by any qualified officer of NYSE Euronext or its subsidiaries or a Senior Floor Official, Executive Floor Official, a Floor Governor, or an Executive Floor Governor of NYSE Alternext or New York Stock Exchange LLC. Officers of NYSE Market or NYSE Regulation 

who are not qualified officers of NYSE Euronext will not be permitted to admit visitors to the Floor of the Exchange. 

NYSE Rule 38 .. NYSE Rule 38 on bulletin board communications was not adopted to the NYSE Alternext Rules as it is no longer relevant. 

NYSE Rule 45 .. NYSE Rule 45 was not adopted to the NYSE Alternext Rules. The relevant text of this Rule has been moved to Rule 0, and 

references to ‘‘ITS’’ and ‘‘ITS’’-related rules are obsolete and were deleted or modified. 

46 ...................... NYSE Alternext Equities Rule 46 has been modified to provide for the cross-designation of qualified NYSE Euronext employees as Exchange Floor Officials and/or Governors. 

46A ................... No substantive changes. 

47 ...................... The Rule is substantially identical to NYSE Rule 47, with the following exception: References to ‘‘ITS’’ and ‘‘ITS’’-related rules 

are obsolete and were deleted or modified. 

48 ...................... No substantive changes. 

51 ...................... The Rule is substantially identical to NYSE Rule 51, with the following exception: References to ‘‘NYSE Bonds’’ and Rule 86 

were removed as they are not applicable to trading on NYSE Alternext. 

52 ...................... The Rule is substantially identical to NYSE Rule 52, with the following exception: References to ‘‘ITS’’ and ‘‘ITS’’-related rules 

are obsolete and were deleted or modified. 

53 ...................... No substantive changes. 

54 ...................... The Rule is substantially identical to NYSE Rule 54, with the following exception: References to ‘‘ITS’’ and ‘‘ITS’’-related rules 

are obsolete and were deleted or modified. 

55 ...................... The Rule is substantially identical to NYSE Rule 55, with the following exception: References to ‘‘NYSE Bonds’’ and Rule 86 

were removed as no such Rule will be applicable on NYSE Alternext. 

56 ...................... No substantive changes. 

60 ...................... The Rule is substantially identical to NYSE Rule 60, with the following exceptions: (i) References to ‘‘ITS’’ and ‘‘ITS’’-related 

rules are obsolete and were deleted or modified, and (ii) liquidity bids and positions are no longer disseminated on the 

NYSE and are not applicable to trading on NYSE Alternext. 

60A ................... This Rule corresponds to existing Amex Rule 60 regarding vendor liability, which will apply to NYSE Alternext. No substantive 

changes to Amex Rule 60 were made. 

61 ...................... The Rule is substantially identical to NYSE Rule 61, with the following exceptions: (i) References to ‘‘NYSE Bonds’’ and Rule 

86 were removed as they are not applicable to trading on NYSE Alternext, (ii) references to ‘‘ITS’’ and ‘‘ITS’’-related rules 

are obsolete and were deleted or modified, and (iii) references to NYSE Rules 391 (Special Offerings and Bids) and 393 

(Secondary Distributions) were deleted as these Rules were deleted from the NYSE’s rules. 

62 ...................... No substantive changes. 

63 ...................... No substantive changes. 

64 ...................... No substantive changes. 

65 ...................... The Rule is substantially identical to NYSE Rule 65, with the following exception: References to ‘‘cabinet securities’’ and 

‘‘Rule 85’’ were removed as they are not applicable to trading on NYSE Alternext. 

66 ...................... No substantive changes. 

70 ...................... No substantive changes. 

71 ...................... No substantive changes. 

72 ...................... The Rule is substantially identical to NYSE Rule 72, with the following exception: References to ‘‘NYSE Bonds’’ and Rule 86 

were removed as they are not applicable to trading on NYSE Alternext. 

73 ...................... No substantive changes. 

74 ...................... No substantive changes. 

75 ...................... No substantive changes. 

76 ...................... The Rule is substantially identical to NYSE Rule 76, with the following exception: References to ‘‘Automated Bond System’’

were removed as they are not applicable to trading on NYSE Alternext. 

77 ...................... No substantive changes. 

78 ...................... No substantive changes. 

79A ................... The Rule is substantially identical to NYSE Rule 79A, with the following exceptions: (i) References to ‘‘ITS’’ and ‘‘ITS’’-related 

rules are obsolete and were deleted or modified, and (ii) references to ‘‘NYSE Bonds’’ and Rule 86 were removed as they 

are not applicable to trading on NYSE Alternext. 


sroberts on PROD1PC70 with NOTICES
46080 Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 

CHANGES TO EXISTING NYSE RULES IN THE PROPOSED NYSE ALTERNEXT EQUITIES RULES—Continued 

[Rules not listed below have been reserved.] 

NYSE Alternext 

rule Changes from corresponding NYSE rule 

80B ................... No substantive changes. 

NYSE Rule 85 .. NYSE Rule 85 regarding ‘‘Cabinet Securities’’ was not adopted to the NYSE Alternext Rules as it is not applicable to trading 

on NYSE Alternext. 

NYSE Rule 86 .. NYSE Rule 86 regarding ‘‘NYSE Bonds’’ was not adopted to the NYSE Alternext Rules as it is not applicable to trading on 

NYSE Alternext. 

90 ...................... The Rule is substantially identical to NYSE Rule 90, with the following exception: (i) References to ‘‘ITS’’ and ‘‘ITS’’-related 

rules are obsolete and were deleted or modified, and (ii) deletion of quotation of Sections 11(a) of the Exchange Act and 

the rules thereunder as the text thereof is readily accessible elsewhere. 

91 ...................... No substantive changes. 

92 ...................... The Rule is substantially identical to NYSE Rule 92, with the following exceptions: (i) References to ‘‘ITS’’ and ‘‘ITS’’-related 

rules are obsolete and were deleted or modified, and (ii) removal of references to NYSE Rule 800 (Basket Trading) since 

NYSE Alternext equities members will be subject to NYSE Rule 800 as NYSE members. 

93 ...................... The Rule is substantially identical to NYSE Rule 93, with the following exception: References to ‘‘ITS’’ and ‘‘ITS’’-related rules 

are obsolete and were deleted or modified. 

94 ...................... The Rule is substantially identical to NYSE Rule 94, with the following exception: References to ‘‘ITS’’ and ‘‘ITS’’-related rules 

are obsolete and were deleted or modified. 

95 ...................... The Rule is substantially identical to NYSE Rule 95, with the following exception: References to ‘‘ITS’’ and ‘‘ITS’’-related rules 

are obsolete and were deleted or modified. 

96 ...................... The Rule is substantially identical to NYSE Rule 96, with the following exceptions: (i) References to ‘‘ITS’’ and ‘‘ITS’’-related 

rules are obsolete and were deleted or modified, and (ii) references to Rule 800 (‘‘Basket Trading’’) were removed as inapplicable to trading on NYSE Alternext. 

98 ...................... Amex Rule 193 is being retained and will be renumbered to substitute in place of NYSE Rules 98 and 98A regarding persons 

affiliated with specialists as the NYSE is currently reviewing its Rule 98. 

The Rule is substantially identical to Amex Rule 193, with the following exceptions: (i) Internal cross-references were modified 

to reflect the appropriate NYSE Alternext Equities Rules or, where there is no corresponding NYSE Alternext Equities Rule, 

deleted, (ii) references to options rules were removed as options will not be traded on NYSE Alternext, and (iii) references 

to ‘‘Registered Trader’’, ‘‘Registered Equity Market Maker’’ and ‘‘Registered Options Trader’’ were removed as these types 

of market participants will not be permitted on NYSE Alternext. 

99 ...................... No substantive changes. 

100 .................... No substantive changes. 

101 .................... No substantive changes. 

102 .................... No substantive changes. 

103 .................... The Rule is substantially identical to NYSE Rule 103, with the following exception: Monthly registration fees for registration as 

regular specialists were removed. Any such fees to be imposed on NYSE Alternext will be made pursuant to a separate fee 

filing. 

103A ................. No substantive changes. 

103B ................. The Rule is substantially identical to NYSE Rule 103B, with the following exception: (i) References to ‘‘Investment Company 

Units’’, ‘‘Trust Issued Receipts’’, ‘‘Gold Shares’’ and ‘‘Currency Trust Shares’’, as well as the ‘‘Listed Company Manual’’ and 

‘‘Quality of Markets Committee’’, were removed as they are not applicable to trading on NYSE Alternext and (ii) in Section 

XI, a provision was added to limit trading of NYSE Alternext-listed securities to posts where NYSE-listed securities are not 

traded. It is contemplated that a similar rule will be added to the NYSE Rules to limit trading of NYSE-listed securities to 

posts where NYSE-Alternext-listed securities are not traded. 

104 .................... The Rule is substantially identical to NYSE Rule 104, with the following exceptions: (i) References to ‘‘The Display Book’’, 

‘‘auction limit order’’ and ‘‘auction market order’’ were removed as they are not applicable to trading on NYSE Alternext, (ii) 

references to ‘‘Investment Company Units’’, ‘‘Trust Issued Receipts’’, ‘‘Gold Shares’’ and Rule 800 (‘‘Basket Trading’’) were 

removed as they are not applicable to trading on NYSE Alternext. In addition, the Specialist Minimum Capital Requirements 

were adjusted: NYSE Alternext is retaining the structure of NYSE Rule 104 but conforming the net capital requirements and 

ratios to the lower existing Amex requirements to reflect the smaller size of NYSE Alternext member organizations. 

104A ................. The Rule is substantially identical to NYSE Rule 104A, with the following exception: References to ‘‘ITS’’ and ‘‘ITS’’-related 

rules are obsolete and were deleted or modified. 

104B ................. The Rule is substantially identical to NYSE Rule 104B, with the following exception: References to ‘‘Investment Company 

Units’’, ‘‘Trust Issued Receipts’’, ‘‘Gold Shares’’, ‘‘Currency Trust Shares’’, and ‘‘Commodity Trust Shares’’ were removed as 

they are not applicable to trading on NYSE Alternext. 

105 .................... The Rule is substantially identical to NYSE Rule 105 with the following exception: References to ‘‘Investment Company Units’’

and ‘‘Trust Issued Receipts’’ were removed as they are not applicable to trading on NYSE Alternext. 

106 .................... No substantive changes. 

106A ................. No substantive changes. 

NYSE Rule 

107A.

NYSE Rule 107A was not adopted to the NYSE Alternext Rules as NYSE Alternext will not have Registered Competitive Market Makers. 

108 .................... No substantive changes. 

NYSE Rule 110 NYSE Rule 110 was not adopted to the NYSE Alternext Rules as NYSE Alternext will not have Competitive Traders. 

NYSE Rule 111 NYSE Rule 111 was not adopted to the NYSE Alternext Rules as NYSE Alternext will not have Competitive Traders. 

112 .................... The Rule is substantially identical to NYSE Rule 112 with the following exception: References to ‘‘Floor’’ have been modified 

to cross reference the definition in Rule 6 (Floor). 

113 .................... No substantive changes. 

115 .................... The Rule is substantially identical to NYSE Rule 115, with the following exception: References to ‘‘ITS’’ and ‘‘ITS-related’’

rules are obsolete and were deleted or modified. 

115A ................. The Rule is substantially identical to NYSE Rule 115A with the following exception: References to ‘‘Pre-Opening Application’’

were removed as they are not applicable to trading on NYSE Alternext. 

116 .................... No substantive changes. 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 46081 

CHANGES TO EXISTING NYSE RULES IN THE PROPOSED NYSE ALTERNEXT EQUITIES RULES—Continued 

[Rules not listed below have been reserved.] 

NYSE Alternext 

rule Changes from corresponding NYSE rule 

117 .................... No substantive changes. 

118 .................... No substantive changes. 

NYSE Rule 119 NYSE Rule 119 was not adopted to the NYSE Alternext Rules as ‘‘NYSE Bonds’’ are not applicable to trading on NYSE 

Alternext. 

121 .................... No substantive changes. 

122 .................... The Rule is substantially identical to NYSE Rule 122 with the following exception: References to ‘‘d-Quoting’’ were removed 

as the provision sunset on its terms and is no longer applicable to trading on NYSE Alternext. 

123 .................... The Rule is substantially identical to NYSE Rule 123, with the following exception: (i) References to ‘‘ITS’’ and ‘‘ITS-related’’

rules are obsolete and were deleted or modified, and (ii) references to RCMMs and CTs were deleted as these types of 

market participants will not exist at NYSE Alternext. 

123A ................. No substantive changes. 

123B ................. No substantive changes. 

123C ................. The Rule is substantially identical to NYSE Rule 123C, with the following exception: References to ‘‘ITS’’ and ‘‘ITS-related’’

rules are obsolete and were deleted or modified. 

123D ................. The Rule is substantially identical to NYSE Rule 123D, with the following exception: (i) References to ‘‘ITS’’ and ‘‘ITS-related’’

rules are obsolete and were deleted or modified; (ii) references to ‘‘Investment Company Units’’, ‘‘NYSE Bonds’’ and Rule 

86 were removed as they are not applicable to trading on NYSE Alternext; and (iii) references to the implementation dates 

for the ‘‘Sub penny trading’’ halt condition were removed as obsolete. The whole Rule will apply to trading on NYSE 

Alternext, but there are aspects of the Rule that are obsolete for both NYSE and NYSE Alternext due to sunset provisions. 

NYSE Rule 

123E.

NYSE Rule 123E regarding the specialist combination review policy was not adopted to the NYSE Alternext Rules as the parameters in the Rule are not relevant given (i) the anticipated number and size of the NYSE Alternext specialist firms, and 

(ii) the Exchange’s overall market structure. 

123G ................. No substantive changes. 

124 .................... No substantive changes. 

126 .................... The Rule is substantially identical to NYSE Rule 126, with the following exception: The cross-reference to Rule 425 (Income 

and Expense Report) was deleted to reflect that Rule 425 has been deleted from the NYSE’s rules. 

127 .................... No substantive changes. 

128 .................... The Amex version of the Clearly Erroneous Transactions Rule was adopted as NYSE’s version of this rule (NYSE Rule 128) 

expired in June 2008. The Rule is substantially identical to Amex Rule 135A, with the following exceptions: (i) References 

to trading NASDAQ securities were removed as inapplicable to trading on NYSE Alternext, and (ii) references to Amex 

Rule 390 (Assumption of Loss Prohibited) were removed, as its provisions are covered in other rules adopted from the 

NYSE in NYSE Alternext Equities Rule 352 (Guarantees, Sharing in Accounts, and Loan Arrangements). 

128A ................. No substantive changes. 

128B ................. No substantive changes. 

NYSE Rule 129 NYSE Rule 129 was not adopted to the NYSE Alternext Rules as oversight services fees will not initially be imposed on 

NYSE Alternext. 

130 .................... No substantive changes. 

131 .................... No substantive changes. 

131A ................. No substantive changes. 

132 .................... No substantive changes. 

132A ................. No substantive changes. 

132B ................. The Rule is substantially identical to NYSE Rule 132B, with the following exception: References to ‘‘auction limit order’’ and 

‘‘auction market order’’, ‘‘RCMM’’ and ‘‘CT’’ were removed as they are not applicable to trading on NYSE Alternext. 

132C ................. No substantive changes. 

133 .................... No substantive changes. 

134 .................... No substantive changes. 

135 .................... No substantive changes. 

136 .................... No substantive changes. 

137 .................... No substantive changes. 

137A ................. No substantive changes. 

138 .................... No substantive changes. 

139 .................... No substantive changes. 

140 .................... No substantive changes. 

141 .................... No substantive changes. 

142 .................... No substantive changes. 

165 .................... No substantive changes. 

166 .................... No substantive changes. 

NYSE Rule 168 NYSE Rule 168 was not adopted to the NYSE Alternext Rules as it relies on NYSE Rule 284, which was deleted from the 

NYSE Rules. 

175 .................... No substantive changes. 

176 .................... No substantive changes. 

177 .................... No substantive changes. 

178 .................... No substantive changes. 

179 .................... No substantive changes. 

180 .................... No substantive changes. 

181 .................... No substantive changes. 

182 .................... No substantive changes. 

183 .................... No substantive changes. 

184 .................... No substantive changes. 

185 .................... No substantive changes. 


sroberts on PROD1PC70 with NOTICES
46082 Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 

CHANGES TO EXISTING NYSE RULES IN THE PROPOSED NYSE ALTERNEXT EQUITIES RULES—Continued 

[Rules not listed below have been reserved.] 

NYSE Alternext 

rule Changes from corresponding NYSE rule 

186 .................... No substantive changes. 

187 .................... No substantive changes. 

188 .................... No substantive changes. 

189 .................... The Rule is substantially identical to NYSE Rule 189, with the following exception: The reference to Rule 284 was deleted as 

there is no longer a Rule 284. 

190 .................... No substantive changes. 

191 .................... No substantive changes. 

192 .................... No substantive changes. 

193 .................... No substantive changes. 

194 .................... No substantive changes. 

195 .................... No substantive changes. 

196 .................... No substantive changes. 

197 .................... No substantive changes. 

198 .................... No substantive changes. 

199 .................... No substantive changes. 

200 .................... The Rule is substantially identical to NYSE Rule 200, with the following exception: References to the NYSE Medallion signature program were removed as NYSE Alternext will not have its own medallion program but will require use of medallion 

signatures in accordance with NYSE Rules. 

201 .................... No substantive changes. 

202 .................... No substantive changes. 

203 .................... No substantive changes. 

204 .................... No substantive changes. 

205 .................... No substantive changes. 

206 .................... No substantive changes. 

207 .................... No substantive changes. 

209 .................... No substantive changes. 

210 .................... No substantive changes. 

212 .................... No substantive changes. 

213 .................... No substantive changes. 

214 .................... No substantive changes. 

215 .................... No substantive changes. 

216 .................... No substantive changes. 

217 .................... No substantive changes. 

219 .................... No substantive changes. 

220 .................... No substantive changes. 

221 .................... No substantive changes. 

222 .................... No substantive changes. 

223 .................... No substantive changes. 

224 .................... No substantive changes. 

225 .................... No substantive changes. 

226 .................... No substantive changes. 

227 .................... No substantive changes. 

235 .................... No substantive changes. 

236 .................... No substantive changes. 

237 .................... No substantive changes. 

238 .................... No substantive changes. 

239 .................... No substantive changes. 

240 .................... No substantive changes. 

241 .................... No substantive changes. 

242 .................... No substantive changes. 

243 .................... No substantive changes. 

244 .................... No substantive changes. 

245 .................... No substantive changes. 

246 .................... No substantive changes. 

247 .................... No substantive changes. 

248 .................... No substantive changes. 

249 .................... No substantive changes. 

250 .................... No substantive changes. 

255 .................... No substantive changes. 

256 .................... No substantive changes. 

257 .................... No substantive changes. 

258 .................... No substantive changes. 

259 .................... No substantive changes. 

265 .................... No substantive changes. 

266 .................... No substantive changes. 

267 .................... No substantive changes. 

268 .................... No substantive changes. 

269 .................... No substantive changes. 

270 .................... No substantive changes. 

271 .................... No substantive changes. 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 46083 

CHANGES TO EXISTING NYSE RULES IN THE PROPOSED NYSE ALTERNEXT EQUITIES RULES—Continued 

[Rules not listed below have been reserved.] 

NYSE Alternext 

rule Changes from corresponding NYSE rule 

272 .................... No substantive changes. 

273 .................... No substantive changes. 

NYSE Rule 274 NYSE Rule 274 was not adopted to the NYSE Alternext Rules as it will not be applicable to trading on NYSE Alternext. 

275 .................... No substantive changes. 

280 .................... No substantive changes. 

281 .................... No substantive changes. 

282 .................... No substantive changes. 

283 .................... No substantive changes. 

285 .................... No substantive changes. 

286 .................... No substantive changes. 

287 .................... No substantive changes. 

288 .................... No substantive changes. 

289 .................... No substantive changes. 

290 .................... No substantive changes. 

291 .................... No substantive changes. 

292 .................... No substantive changes. 

293 .................... No substantive changes. 

294 .................... No substantive changes. 

296 .................... No substantive changes. 

299A ................. No substantive changes. 

299B ................. No substantive changes. 

299C ................. No substantive changes. 

300 .................... The Rule is substantially identical to NYSE Rule 300, modified to reflect that NYSE Alternext members will be afforded a six 

month grace period from the date any such member receives an equities trading license in exchange for a valid 86 Trinity 

Permit within which to satisfy, as necessary, all applicable membership requirements of the Exchange. 

301 .................... No substantive changes. 

303 .................... No substantive changes. 

304 .................... No substantive changes. 

304A ................. The Rule is substantially identical to NYSE Rule 304A, modified to reflect that NYSE Alternext approved persons will be afforded a six month grace period from the date any such approved person receives an equities trading license in exchange 

for a valid 86 Trinity Permit within which to satisfy, as necessary, the requirements of this rule. 

308 .................... No substantive changes. 

309 .................... No substantive changes. 

311 .................... No substantive changes. 

312 .................... No substantive changes. 

313 .................... No substantive changes. 

319 .................... No substantive changes. 

321 .................... No substantive changes. 

322 .................... No substantive changes. 

325 .................... No substantive changes. 

326 .................... No substantive changes. 

328 .................... No substantive changes. 

341 .................... No substantive changes. 

342 .................... The Rule is substantially identical to NYSE Rule 342 with the following exception: References to ‘‘bonds’’ were removed as 

they are not applicable to trading on NYSE Alternext. 

343 .................... No substantive changes. 

344 .................... No substantive changes. 

345 .................... The Rule is substantially identical to NYSE Rule 345 with the following exception: References to ‘‘Registered Options Representatives’’ were removed as this type of market participant will not be permitted to trade on NYSE Alternext Trading Systems. 

345A ................. No substantive changes. 

346 .................... No substantive changes. 

347 .................... No substantive changes. 

350 .................... The Rule is substantially identical to NYSE Rule 350 with the following exception: References to ‘‘Human Resources Department’’ were removed as they are not applicable to trading on NYSE Alternext. 

351 .................... No substantive changes. 

352 .................... No substantive changes. 

353 .................... No substantive changes. 

354 .................... No substantive changes. 

375 .................... No substantive changes. 

382 .................... No substantive changes. 

387 .................... No substantive changes. 

388 .................... No substantive changes. 

392 .................... No substantive changes. 

401 .................... No substantive changes. 

401A ................. No substantive changes. 

402 .................... No substantive changes. 

404 .................... No substantive changes. 

405 .................... No substantive changes. 

405A ................. No substantive changes. 


sroberts on PROD1PC70 with NOTICES
46084 Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 

CHANGES TO EXISTING NYSE RULES IN THE PROPOSED NYSE ALTERNEXT EQUITIES RULES—Continued 

[Rules not listed below have been reserved.] 

NYSE Alternext 

rule Changes from corresponding NYSE rule 

406 .................... No substantive changes. 

407 .................... The Rule is substantially identical to NYSE Rule 407 with the following exception: References to ‘‘Ethics Officer’’ and ‘‘Human 

Resources Division’’ were removed as they are not applicable to trading on NYSE Alternext. 

407A ................. No substantive changes. 

408 .................... The Rule is substantially identical to NYSE Rule 408 with the following exception: References to ‘‘Registered Options Principal’’ were removed as this type of market participant will not be permitted to trade on NYSE Alternext Trading Systems. 

409 .................... No substantive changes. 

409A ................. No substantive changes. 

410 .................... No substantive changes. 

410A ................. No substantive changes. 

410B ................. No substantive changes. 

411 .................... No substantive changes. 

412 .................... No substantive changes. 

413 .................... No substantive changes. 

NYSE Rule 414 NYSE Rule 414 concerning index and currency warrants was not adopted to the NYSE Alternext Rules as it will not be applicable to trading on NYSE Alternext. 

416 .................... No substantive changes. 

416A ................. No substantive changes. 

418 .................... No substantive changes. 

420 .................... No substantive changes. 

421 .................... No substantive changes. 

422 .................... The Rule is substantially identical to NYSE Rule 422, with changes made to reflect the proper corporate structure. 

424 .................... No substantive changes. 

430 .................... No substantive changes. 

431 .................... The Rule is substantially identical to NYSE Rule 431 with the following exception: References to rules in the 700 series (Options) and Rule 414 (Index and Currency Warrants) were deleted as they are inapplicable to trading on NYSE Alternext. 

432 .................... No substantive changes. 

434 .................... No substantive changes. 

435 .................... No substantive changes. 

436 .................... No substantive changes. 

438 .................... No substantive changes. 

440 .................... No substantive changes. 

440A ................. No substantive changes. 

440B ................. No substantive changes. 

440C ................. No substantive changes. 

440F ................. No substantive changes. 

440G ................. No substantive changes. 

440H ................. No substantive changes. 

440I ................... No substantive changes. 

445 .................... No substantive changes. 

446 .................... No substantive changes. 

450 .................... No substantive changes. 

451 .................... The Rule is substantially identical to NYSE Rule 451 with the following exception: References to ‘‘NYSE Company Manual’’

were removed as they are not applicable to trading on NYSE Alternext. 

452 .................... The Rule is substantially identical to NYSE Rule 452 with the following exception: References to ‘‘NYSE Company Manual’’

were removed as they are not applicable to trading on NYSE Alternext. 

453 .................... No substantive changes. 

454 .................... No substantive changes. 

455 .................... No substantive changes. 

456 .................... No substantive changes. 

457 .................... No substantive changes. 

458 .................... No substantive changes. 

459 .................... No substantive changes. 

460 .................... The Rule is substantially identical to NYSE Rule 460 with the following exception: References to ‘‘Investment Company Units’’

and ‘‘Trust Issued Receipts’’ were removed as they are not applicable to trading on NYSE Alternext. 

465 .................... No substantive changes. 

472 .................... No substantive changes. 

475–477 ............ As noted above, NYSE Rules 475–477 will be adopted as part of the Amex Rules for ‘‘Day 1’’ and will apply to trading on 

NYSE Alternext following the Equities Relocation. 

497 .................... The Rule is substantially identical to NYSE Rule 497 with the following exception: References to ‘‘NYSE Company Manual’’

were removed as they are not applicable to trading on NYSE Alternext. 

600 .................... The Rule is substantially identical to NYSE Rule 600A and was included, and NYSE Rules 600–639 (Arbitration) were not 

adopted, in the NYSE Alternext Equities Rules to clarify that the arbitration procedures of NYSE Alternext will be handled 

by FINRA. 

900 .................... The Rule is substantially identical to NYSE Rule 900 with the following exceptions: (i) References to ‘‘RCMMs’’ and ‘‘CTs’’

were removed as they are not applicable to trading on NYSE Alternext and (ii) references to ‘‘ITS’’ and ‘‘ITS-related’’ rules 

are obsolete and were deleted or modified. After-hours trading on the Exchange is described more fully below. 

901 .................... No substantive changes. 

902 .................... No substantive changes. 

903 .................... No substantive changes. 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 46085 

21See Securities Exchange Act Release No. 57213 

(January 28, 2008), 73 FR 6540 (February 4, 2008) 

(SR–NYSE–2008–07). The NYSE’s pilot program for 

Crossing Sessions III and IV is set to expire on 

February 1, 2009. 

22A GTC Order is an order to buy or sell that 

remains in effect until it is either executed or 

cancelled. See proposed NYSE Alternext Rule 13. 

Unless designated as a GTX Order, a GTC Order 

will not execute in the after-hours facilities of the 

Exchange and will remain on the Book until the 

start of trading the next business day. 

23See proposed NYSE Alternext Rule 902(e). 

24See proposed NYSE Alternext Rule 902(d). 

25 15 U.S.C. 78f(b). 

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

CHANGES TO EXISTING NYSE RULES IN THE PROPOSED NYSE ALTERNEXT EQUITIES RULES—Continued 

[Rules not listed below have been reserved.] 

NYSE Alternext 

rule Changes from corresponding NYSE rule 

904 .................... No substantive changes. 

905 .................... No substantive changes. 

906 .................... No substantive changes. 

907 .................... No substantive changes. 

1000 .................. The Rule is substantially identical to NYSE Rule 1000 with the following exception: (i) References to ‘‘ITS’’ and ‘‘ITS-related’’

rules are obsolete and were deleted or modified, and (ii) references to a NYSE Direct+ related pilot program sunset according to its terms and were deleted. 

1001 .................. No substantive changes. 

1002 .................. The Rule is substantially identical to NYSE Rule 1002 with the following exceptions: (i) References to ‘‘Investment Company 

Units’’, ‘‘Trust Issued Receipts’’, ‘‘Gold Shares’’, ‘‘Currency Trust Shares’’ and ‘‘Commodity Trust Shares’’ were removed as 

they are not applicable to trading on NYSE Alternext and (ii) references to ‘‘ITS’’ and ‘‘ITS-related’’ rules are obsolete and 

were deleted or modified. 

1004 .................. No substantive changes. 

After-Hours Trading on NYSE Alternext 

As with equities trading during 

regular trading hours, NYSE Alternext 

will provide after-hours trading using 

the trading systems and facilities of the 

NYSE. Pursuant to the Equities 

Relocation, Crossing Session I 

(described below) will be provided to 

the Exchange’s members and any trades 

executed therein will print as an NYSE 

Alternext execution. Crossing Session II 

will not be offered as a separate trading 

facility to members of the Exchange. 

The NYSE has indicated that Crossing 

Sessions III and IV, which were 

established as pilot programs, will be 

allowed to lapse at the end of their 

current authorization and thus the 

Exchange will not offer these Crossing 

Sessions to its members.21

Crossing Session I, from 4:15 p.m. to 

5 p.m., is for the execution of closingprice (single-sided or coupled) orders 

and Good Til Cross orders: 

• Closing-price orders are orders to 

buy or sell a security at its closing price; 

orders may be singled-sided or coupled, 

so long as both sides of a coupled order 

are not proprietary (see NYSE Alternext 

Equities Rule 902(a)(ii)); 

• Good ‘Til Cross (GTX) orders are 

Good ‘Til Cancelled Orders (GTC) that 

have been designated as ‘‘Off-Hours 

eligible’’ for execution in after-hours 

Crossing Session I. GTX orders that are 

marketable at or better than the closing 

price migrate from the specialist’s limit 

order book to Crossing Session I (see 

NYSE Alternext Equities Rule 902(b)).22

Trades entered in Crossing Session I 

are executed at the closing price on the 

Exchange; there are no new quotes or 

pricing during Crossing Session I. 

Partially or wholly unexecuted closingprice orders expire at the end of the 

after-hours trading sessions.23 Any GTX 

orders that remain partially or wholly 

unexecuted at the close of after-hours 

trading on the Exchange move back to 

the specialist’s limit order book for 

trading the next business day as GTC 

orders. Prior to execution in Crossing 

Session I, a member may cancel any 

closing-price or migrated GTX orders.24

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

requirements of the Exchange Act and 

the rules and regulations thereunder 

that are applicable to a national 

securities exchange, and, in particular, 

with the requirements of Section 6(b) of 

the Act.25 The Exchange believes that its 

proposal is consistent with and furthers 

the objectives of Section 6(b) of the Act, 

in general, and furthers the objectives of 

Section 6(b)(5) of the Act,26 in 

particular, in that it would create a 

trading and regulatory structure that is 

designed to promote just and equitable 

principles of trade, prevent fraudulent 

and manipulative acts and practices, 

remove impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system, and, in 

general, protect investors and the public 

interest. 

The Exchange believes that, pursuant 

to the Mergers, the separation and 

relocation of the Exchange’s equities 

and options trading operations to the 

NYSE and NYSE Arca trading systems 

and facilities, respectively, will enhance 

its ability to provide quality products 

and services to its customers. The 

Exchange also believes that, with a dual 

market structure and diversified 

business model, it will ensure its ability 

to compete in the marketplace. The 

Mergers should also permit the new 

entity to improve its technology and 

engage in value-enhancing transactions 

designed to facilitate its long-term 

success. 

The Exchange does not believe that 

the proposed change to a for-profit 

institution will undermine its 

responsibilities for regulating its 

marketplace. As described above, 

following the Mergers the regulatory 

functions of the Exchange will be 

carried out by NYSE Regulation, whose 

status as a not-for-profit entity will 

facilitate the Exchange in managing 

conflicts between its business and 

regulatory objectives, maintaining 

regulatory standards and complying 

with its obligations as a registered 

national securities exchange and selfregulatory organization. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any inappropriate burden on 

competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

persons or entities that trade on the 

Exchange or other interested parties. 


sroberts on PROD1PC70 with NOTICES
46086 Federal Register / Vol. 73, No. 153 / Thursday, August 7, 2008 / Notices 

27 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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 Amex consents, the 

Commission will: 

(A) By order approve such proposed 

rule change; or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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–Amex–2008–63 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–Amex–2008–63. 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 the filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–Amex–

2008–63 and should be submitted on or 

before August 28, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18073 Filed 8–6–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58284; File No. SR–Amex–

2008–62] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Notice 

of Filing of Proposed Rule Change and 

Amendment No. 1 Thereto Relating to 

the Acquisition of the Exchange by 

NYSE Euronext 

August 1, 2008. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on July 23, 2008, American Stock 

Exchange LLC, a Delaware limited 

liability company (‘‘Amex’’ or the 

‘‘Exchange’’), filed with the Securities 

and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’) the proposed 

rule change as described in Items I, II, 

and III below, which Items have been 

substantially prepared by the Exchange. 

On July 30, 2008, the Exchange filed 

Amendment No. 1 to the proposed rule 

change. The Commission is publishing 

this notice to solicit comments on the 

proposed rule change, as amended, from 

interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is submitting the 

proposed rule change in connection 

with the AMCAS Merger, the Holdings 

Merger, the LLC Merger and the NYSE/ 

Amex Merger (each as defined in 

Section 1.(a). of Item II.A. below and 

collectively, the ‘‘Mergers’’) and related 

transactions which will result in the 

successor to Amex, to be renamed 

‘‘NYSE Alternext U.S. LLC’’ (‘‘NYSE 

Alternext U.S.’’), becoming an indirect 

wholly-owned subsidiary of NYSE 

Euronext, a Delaware Corporation 

(‘‘NYSE Euronext’’). 

In connection with the Mergers, New 

York Stock Exchange LLC (‘‘NYSE’’), an 

indirect wholly-owned subsidiary of 

NYSE Euronext, is proposing that 

certain organizational documents of 

NYSE Euronext and its wholly-owned 

subsidiaries, NYSE Group, Inc. (‘‘NYSE 

Group’’) and NYSE Regulation, Inc. 

(‘‘NYSE Regulation’’) and the 

Independence Policy of NYSE Euronext 

(‘‘NYSE Euronext Independence 

Policy’’) be amended substantially 

concurrently with the Mergers. In 

addition, Amex is proposing to adopt 

the operating agreement of NYSE 

Alternext U.S. (‘‘NYSE Alternext U.S. 

Operating Agreement’’) and to amend its 

rules (‘‘Amex Rules’’), which will 

become the rules of NYSE Alternext 

U.S. (‘‘NYSE Alternext U.S. Rules’’), to 

reflect the Mergers and related 

transactions. In connection with the 

Mergers, Amex also proposes that the 

present Constitution of Amex (‘‘Amex 

Constitution’’) will be eliminated and 

relevant provisions thereof will be 

included in the NYSE Alternext U.S. 

Operating Agreement or the NYSE 

Alternext U.S. Rules, as applicable. 

The text of the proposed rule change 

is available at Amex, the Commission’s 

Public Reference Room, and on Amex’s 

Web site at http://www.amex.com. The 

text of Exhibits 5A through 5J is also 

available on the Commission’s Web site 

(http://www.sec.gov/rules/sro.shtml). 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change. The text of 

these 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 aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to permit the Mergers as well 

as certain other changes relating to 

corporate governance and other items to 

accommodate the transformation of the 

Exchange from its current status as a 

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sroberts on PROD1PC70 with NOTICES