Federal Register / Vol. 73, No. 172 / Thursday, September 4, 2008 / Notices 51681 

20 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 57377 

(Feb. 25, 2008), 73 FR 11177 (February 29, 2008) 

(SR–NYSEArca–2008–19). 5 15 U.S.C. 78s(3)(A). 

6 7 CFR 240.19b–4. 

7See Securities Exchange Act Release No. 57648 

(April 11, 2008), 73 FR 20981 (April 17, 2008) 

(order abrogating NYSE Arca Rule 7.31(x)). 

8See id. 

9See NYSE Arca Equities Rule 1.1(yy) for the 

definition of ‘‘User.’’ Under Rule 1.1(yy), the term 

User means any ETP Holder or Sponsored 

Participant who is authorized to obtain access to the 

NYSE Marketplace pursuant to NYSE Arca Equities 

Rule 7.29. PO Orders, similar to all other order 

types offered by the Exchange, are available only to 

authorized Users. 

10See NYSE Arca Equities Rule 7.31(x). 

11The Exchange believes that the proposed 

functionality is substantially similar to the 

‘‘Directed Order’’ type currently offered by The 

NASDAQ Stock Market LLC (‘‘Nasdaq’’), which 

allows Nasdaq members to enter orders to be routed 

to a user-designated market center other than 

Nasdaq, without first interacting with the Nasdaq 

order book. See Securities Exchange Act Release 

No. 55405 (March 6, 2007), 72 FR 11069 (March 12, 

2007) (SR–NASDAQ–2007–020). 

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 

Section, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of the filing will also be available 

for inspection and copying at the 

principal office of the self-regulatory 

organization. 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–NYSE–

2008–76 and should be submitted on or 

before September 25, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–20466 Filed 9–3–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58431; File No. SR–

NYSEArca–2008–90] 

Self-Regulatory Organizations; Notice 

of Filing of Proposed Rule Change by 

NYSE Arca, Inc. Amending NYSE Arca 

Equities Rule 7.31(x) To Clarify the 

Permissible Order Entry Time and 

Eligibility of Its Primary Only Order and 

Amending NYSE Arca Equities Rule 

14.3 To Establish Procedures 

Designed To Manage Potential 

Informational Advantages Resulting 

From the Affiliation Between the 

Exchange and Archipelago Securities 

L.L.C. 

August 27, 2008. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on August 

20, 2008, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or the ‘‘Exchange’’) through its 

wholly-owned subsidiary, NYSE Arca 

Equities, Inc. (‘‘NYSE Arca Equities’’ or 

the ‘‘Corporation’’), filed with the 

Securities and Exchange Commission 

(the ‘‘SEC’’ or ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to (i) amend 

NYSE Arca Equities Rule 7.31(x) in 

order to clarify the permissible order 

entry time and eligibility of its Primary 

Only Order (‘‘PO Order’’) and (ii) amend 

NYSE Arca Equities Rule 14.3 in order 

to establish procedures designed to 

manage potential informational 

advantages resulting from the affiliation 

between the Exchange and Archipelago 

Securities L.L.C. ((i) and (ii) together, 

the ‘‘Proposed Rule Change’’). The text 

of the proposed rule change is available 

on the Exchange’s Web site at http:// 

www.nyse.com, at the Exchange’s 

principal office, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

On February 13, 2008, NYSE Arca 

filed with the Commission a proposed 

rule change to amend NYSE Arca 

Equities Rule 7.31(x) (the ‘‘PO Plus 

Proposal’’).4 NYSE Arca filed that rule 

change as a ‘‘non-controversial’’

proposed rule change pursuant to 

Section 19(b)(3)(A) 5 of the Act and Rule 

19b–4(f)(6) 6 thereunder, which 

rendered it effective upon filing with 

the Commission. On April 11, 2008, the 

Commission issued an order abrogating 

the PO Plus Proposal (the ‘‘Abrogation 

Order’’).7

In the Abrogation Order, the 

Commission noted its concern regarding 

(i) the potential for conflicts of interest 

in instances where a member firm is 

affiliated with an exchange to which it 

is routing orders and (ii) the potential 

for informational advantages that could 

place an affiliated member of an 

exchange at a competitive advantage 

vis-a`-vis other non-affiliated members.8

NYSE Arca is submitting the 

Proposed Rule Change to re-propose the 

PO Plus Order and to propose a new 

NYSE Arca Equities Rule 14.3(e). The 

Proposed Rule Change is intended to 

provide additional flexibility and 

increased system functionality for NYSE 

Arca Users 9 by modifying the 

operability and eligibility of PO Orders, 

and to address the issues noted by the 

Commission in the Abrogation Order. 

a. The PO Plus Order 

The PO Order is a market or limit 

order that is routed to the primary, 

listing market, without sweeping the 

NYSE Arca book.10 PO Orders are thus 

a form of directed order, an order type 

that is commonly used by exchange 

members and offered by exchanges and 

other market centers to enable firms to 

discharge their obligations under 

Regulation NMS and other rules.11 This 

is an order functionality offered by the 

Exchange to its Users. NYSE Arca Users 


sroberts on PROD1PC77 with NOTICES
51682 Federal Register / Vol. 73, No. 172 / Thursday, September 4, 2008 / Notices 

12Users would be able to enter PO Orders into the 

system for execution during any of the Exchange’s 

trading sessions (Opening, Core and Late Sessions). 

13 17 CFR 242.600(b)(58). 

14Following the ArcaEx-PCX merger, Archipelago 

merged with the NYSE and the PCX was later 

renamed NYSE Arca. 

15See Securities Exchange Act Release No. 52497 

(September 22, 2005), 70 FR 56949 (September 29, 

2005) (order approving SR–PCX–2005–90). The 

Commission’s approval was subject to several 

conditions and undertakings, specifically that: (1) 

Arca Securities would continue to operate and be 

regulated as a facility of the PCX, (2) the scope of 

the exception would be limited to outbound 

routing, (3) the primary regulatory responsibility for 

Arca Securities would lie with an unaffiliated SRO 

and (4) the continued use of Arca Securities for 

outbound routing would remain optional for other 

PCX members. With respect to routing of PO Orders 

by Arca Securities, NYSE Arca believes that these 

conditions and undertakings continue to be 

fulfilled. 

16 Id. 

17 Id. 

18For purposes of routing in general and this 

proposal in particular, the Exchange believes that 

there is no functional difference between routing 

orders that previously scraped the NYSE Arca book 

and routing the PO Order, which does not. Each 

type of order is subject to the same principles 

governing the Exchange’s authority to route orders 

to away market centers, namely: Use of Arca 

Securities for outbound routing is optional for 

NYSE Arca Users, the primary regulatory 

responsibility for Arca Securities lies with an 

unaffiliated SRO, and, as clarified herein, 

appropriate procedures are in place to manage any 

potential conflicts of interest or potential 

information advantages. 

19See Securities Exchange Act Release No. 55590 

(April 5, 2007), 72 FR 18707 (April 13, 2007) (notice 

of immediate effectiveness of SR–NYSE–2007–29). 

20See NYSE Rule 17(b)(1). 

21 Id. 

submit the PO Order to NYSE Arca. In 

turn, NYSE Arca passes the PO Order to 

Archipelago Securities L.L.C. (‘‘Arca 

Securities’’), its outbound order routing 

facility. Arca Securities routes the PO 

Order to the primary, listing market. It 

is important to note that Arca Securities 

accepts orders only from the Exchange 

(in this case NYSE Arca), which in turn 

only accepts orders from authorized 

NYSE Arca Users. 

Users may enter PO Orders until a 

cut-off time established from time to 

time by the Exchange. Currently, the 

Exchange restricts PO Orders to 

participation in the primary, listing 

market opening. In an effort to enhance 

order execution opportunities for its 

Users, the Exchange proposes to modify 

the PO Order type so that PO Orders 

may be entered at any time and to offer 

an order modifier for Users to designate 

PO Orders that are eligible for entry and 

execution throughout the trading day. 

Under the Proposed Rule Change, a 

PO Order may be entered at any time 12

and will be immediately routed to the 

primary, listing market for execution. If 

the order is not immediate-or-cancel, 

the order is not returned to the NYSE 

Arca book; rather it remains at the 

venue to which it is routed, until 

executed or cancelled that day. In 

instances where a symbol is halted, the 

PO Order will remain at the primary, 

listing market until it is cancelled or the 

symbol is re-opened. PO Orders eligible 

for participation in the primary, listing 

market’s opening must be entered before 

6:28 a.m. (Pacific Time). A PO Order 

entered for participation in the primary, 

listing market re-opening after a trading 

halt must be entered after trading was 

halted and before the Re-Opening Time. 

Otherwise, PO Orders eligible for 

participation in the primary, listing 

market at all other times must be 

marked with the modifier ‘‘PO+’’. 

The proposed changes to the PO 

Order type will provide additional 

flexibility and functionality to the 

Exchange’s system and its Users that 

wish to use the system to comply with 

their obligations to avoid trading 

through any Protected Quotation within 

the meaning of Rule 600(b)(58) of 

Regulation NMS.13 PO Orders may be 

designated as intermarket sweep orders 

thereby permitting the executing party 

to execute at the primary, listing market 

without checking away market centers 

for any protected bid or offer (as defined 

in Rule 600(b) of Regulation NMS under 

the Act). Of course, a broker-dealer that 

designates an order as an intermarket 

sweep order has the responsibility of 

complying with Rules 610 and 611 of 

Regulation NMS. 

b. Order Routing and Existing NYSE 

Arca Rules 

In its Order approving the merger of 

the Archipelago Exchange (‘‘ArcaEx’’) 

with the Pacific Exchange (the 

‘‘PCX’’),14 the Commission permitted 

ArcaEx’s holding company, Archipelago 

Holdings, Inc. (‘‘Archipelago’’), to own 

and operate Arca Securities, in its 

capacity as a facility of the PCX that 

routes orders from ArcaEx to other 

market centers.15 The Exchange believes 

that this approval remains in effect 

insofar as Arca Securities acts in the 

capacity of a facility of NYSE Arca for 

the routing of orders from NYSE Arca to 

other market centers, subject to the 

applicable conditions.16

In its Order granting this approval, the 

Commission also recognized the 

distinction between Arca Securities’

role as a broker-dealer performing the 

DOT function and Arca’s role as an 

Exchange facility in connection with 

outbound routing: 

Archipelago Securities also provides the 

DOT function in addition to its Outbound 

Router function * * * PCX requests * * * 

an exception for Archipelago Securities to 

permit Archipelago to continue to own all of 

its ownership interest in and operate the 

DOT function of Archipelago Securities on a 

pilot basis until the earlier of (1) a period of 

60 days following the closing of the Merger, 

and (2) the closing date of the proposed 

merger of Archipelago and the NYSE * * * 

(Emphasis added.) 17

Significantly, although Arca 

Securities was required to discontinue 

its operation of the DOT function in 

connection with the Archipelago/New 

York Stock Exchange (‘‘NYSE’’) merger, 

no restrictions other than those 

previously described above were 

requested or imposed by the 

Commission with respect to Arca 

Securities’ continuing role as an 

outbound router for the Exchange. 

Accordingly, NYSE Arca does not 

believe that outbound routing of PO 

Orders by Arca Securities to the NYSE, 

as an approved facility of the Exchange, 

is inconsistent with existing NYSE Arca 

rules.18

Arca Securities performs a similar 

outbound routing function on behalf of 

the NYSE. On April 5, 2007, in a notice 

of immediate effectiveness, the 

Commission published the NYSE’s rule 

change that established Arca Securities 

as a facility of the NYSE for purposes of 

routing orders to away market centers 

for execution in compliance with NYSE 

Rules and Regulation NMS.19 Pursuant 

to NYSE Rule 17, Arca Securities 

receives its routing instructions from the 

NYSE and reports any such executions 

back to the NYSE.20 Arca Securities has 

no discretion and cannot change the 

terms of an order or the routing 

instructions.21 Moreover, each type of 

order is subject to the same principles 

governing the NYSE’s authority to route 

orders to away market centers, namely: 

Use of Arca Securities for outbound 

routing is only available to—and is 

optional for—NYSE Members, the 

primary regulatory responsibility for 

Arca Securities lies with an unaffiliated 

SRO, and, as clarified herein, 

appropriate procedures are in place to 

manage any conflicts of interest or 

potential information advantages. In this 

capacity as a facility of the NYSE, Arca 

Securities receives the routing 

instructions from the NYSE and routes 

the orders to various away market 

centers, including NYSE Arca, for 

execution. 

c. Record Keeping 

As mentioned above, in the 

Abrogation Order, the Commission 

noted the potential for conflicts of 

interest in instances where a member 

firm is affiliated with an exchange to 

which it is routing orders. 


sroberts on PROD1PC77 with NOTICES
Federal Register / Vol. 73, No. 172 / Thursday, September 4, 2008 / Notices 51683 

22 17 CFR 240.17d–2. 

23The Exchange, NYSE Regulation, and SEC staff, 

may agree going forward to reduce the number of 

applicable or relevant surveillances that form the 

scope of the agreed upon report. 

24 15 U.S.C. 78f(b). 25 15 U.S.C. 78f(b)(5). 

In order to manage these concerns, 

with respect to orders routed to NYSE 

Arca by Arca Securities in its capacity 

as a facility of the NYSE, the Exchange 

notes that Arca Securities is subject to 

independent oversight and enforcement 

by the Financial Industry Regulatory 

Authority (‘‘FINRA’’), an unaffiliated 

self-regulatory organization (‘‘SRO’’) 

that is Arca Securities’ designated 

examining authority. In this capacity, 

FINRA is responsible for examining 

Arca Securities with respect to its books 

and records and capital obligations, and 

shares with NYSE Regulation, Inc. 

(‘‘NYSE Regulation’’) the responsibility 

for reviewing Arca Securities’

compliance with intermarket trading 

rules such as SEC Regulation NMS. In 

addition, through an agreement between 

FINRA and NYSE Arca pursuant to the 

provisions of Rule 17d–2 under the 

Act,22 FINRA’s staff reviews for Arca 

Securities’ compliance with other NYSE 

Arca rules through FINRA’s 

examination program. NYSE Regulation 

monitors Arca Securities for compliance 

with NYSE Arca trading rules, subject, 

of course, to SEC oversight of NYSE 

Regulation’s regulatory program. 

In order to alleviate any residual 

concerns the Commission may have 

regarding the potential for conflicts of 

interest, the Exchange notes that NYSE 

Regulation has agreed with the 

Exchange that it will collect and 

maintain the following information of 

which NYSE Regulation staff becomes 

aware—namely, all alerts, complaints, 

investigations and enforcement actions 

where Arca Securities (in its capacity as 

a facility of the NYSE, routing orders to 

NYSE Arca) is identified as a participant 

that has potentially violated NYSE Arca 

or applicable SEC rules—in an easily 

accessible manner, so as to facilitate any 

review conducted by the SEC’s Office of 

Compliance Inspections and 

Examinations. NYSE Regulation has 

further agreed with the Exchange that it 

will provide a report to the Exchange’s 

Chief Regulatory Officer, on at least a 

quarterly basis, which: (i) Quantifies all 

alerts (of which NYSE Regulation is 

aware) that identify Arca Securities as a 

participant that has potentially violated 

NYSE Arca or SEC rules and (ii) 

quantifies the number of all 

investigations that identify Arca 

Securities as a participant that has 

potentially violated NYSE Arca or SEC 

rules.23

d. New Policies and Procedures 

Finally, in the Abrogation Order, the 

Commission noted the potential for 

informational advantages that could 

place an affiliated member of an 

exchange at a competitive advantage 

vis-a`-vis other non-affiliated members. 

In response to this concern, with 

respect to Arca Securities being an 

affiliated member of NYSE Arca, the 

Exchange is proposing to add new Rule 

14.3(e). New Rule 14.3(e) will require 

the implementation of policies and 

procedures that are reasonably designed 

to prevent Arca Securities from acting 

on non-public information regarding 

NYSE Arca systems prior to the time 

that such information is made available 

generally to all NYSE Arca members 

performing inbound routing functions. 

These policies and procedures would 

include systems development protocols 

to facilitate an audit of the efficacy of 

these policies and procedures. 

Specifically, new Rule 14.3(e) shall 

provide as follows: 

The holding company owning both the 

Exchange and Archipelago Securities, L.L.C. 

shall establish and maintain procedures and 

internal controls reasonably designed to 

ensure that Archipelago Securities, L.L.C. 

does not develop or implement changes to its 

system on the basis of non-public 

information regarding planned changes to 

Exchange systems, obtained as a result of its 

affiliation with the Exchange until such 

information is available generally to similarly 

situated members of the Exchange in 

connection with the provision of inbound 

order routing to the Exchange. 

The Exchange believes these measures 

will effectively address the concerns 

identified by the Commission regarding 

the potential for informational 

advantages favoring Arca Securities visa`-vis other non-affiliated NYSE Arca 

members. 

e. Pilot Period 

The Exchange proposes that the 

Commission authorize NYSE Arca to 

receive inbound routes from Arca 

Securities (in its capacity as a facility of 

NYSE, routing orders to NYSE Arca) for 

a pilot period of twelve months from the 

date of the approval of this rule filing. 

The Exchange believes that this pilot 

period is of sufficient length to permit 

both the Exchange and the Commission 

to assess the impact of the rule change 

described herein. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 24 of the 

Act, in general, and furthers the 

objectives of Section 6(b)(5),25 in 

particular, in that it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in facilitating 

transactions in securities, and to remove 

impediments to and perfect the 

mechanisms of a free and open market 

and a national market system. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve the proposed 

rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2008–90 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. 


sroberts on PROD1PC77 with NOTICES
51684 Federal Register / Vol. 73, No. 172 / Thursday, September 4, 2008 / Notices 

26 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 58208 

(July 22, 2008), 73 FR 43968. 

4Equity Index-Linked Securities are securities 

that provide for the payment at maturity of a cash 

amount based on the performance of an underlying 

index or indexes of equity securities (‘‘Equity 

Reference Asset’’). 

5NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(1)(b)(ii) 

provides that each component security of the 

underlying index shall have trading volume in each 

of the last six months of not less than 1,000,000 

shares per month, except that for each of the lowest 

dollar weighted component securities in the index 

that, in the aggregate, account for no more than 10% 

of the dollar weight of the index, the trading 

volume shall be at least 500,000 shares per month 

in each of the last six months. The Exchange 

represented that as of July 17, 2008, in each of the 

prior six months, 87.995% of the Index had a 

trading volume of 1,000,000 shares, and 8.79% of 

the bottom 10% of the Index had a trading volume 

of 500,000 shares. 

6NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(1)(b)(v) 

provides that all component securities of the 

underlying index shall be either (A) securities 

(other than foreign country securities and American 

Depositary Receipts (‘‘ADRs’’)) that are (x) issued by 

an Act reporting company or by an investment 

company registered under the Investment Company 

Act of 1940, which in each case is listed on a 

national securities exchange, and (y) an ‘‘NMS 

stock’’ (as defined in Rule 600 of Regulation NMS) 

or (B) foreign country securities or ADRs, provided 

that foreign country securities or foreign country 

securities underlying ADRs having their primary 

trading market outside the United States on foreign 

trading markets that are not members of the 

Intermarket Surveillance Group (‘‘ISG’’) or parties 

to comprehensive surveillance sharing agreements 

with the Exchange will not, in the aggregate, 

represent more than 20% of the dollar weight of the 

index. See Securities Exchange Act Release No. 

58376 (August 18, 2008), 73 FR 49726 (August 22, 

2008) (SR–NYSEArca–2008–70) (approving certain 

amendments to NYSE Arca Equities Rule 

5.2(j)(6)(B)(I) and, as a result, the renumbering of 

NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(1)(b)(vi) to 

NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(1)(b)(v), 

among other subsections). 

7 17 CFR 240.10A–3. 

All submissions should refer to File 

Number SR–NYSEArca–2008–90. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of the filing 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–NYSEArca–2008–90 and 

should be submitted on or before 

September 25, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–20467 Filed 9–3–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58437; File No. SR–

NYSEArca–2008–77] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Approving Proposed 

Rule Change To List and Trade the 

Barclays Middle East Equities (MSCI 

GCC) Non Exchange Traded Notes Due 

2038 

August 28, 2008. 

I. Introduction 

On July 17, 2008, NYSE Arca, Inc. 

(‘‘Exchange’’ or ‘‘NYSE Arca’’), 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 Barclays Middle East Equities (MSCI 

GCC) Non Exchange Traded Notes Due 

2038. The proposed rule change was 

published for comment in the Federal 

Register on July 29, 2008.3 The 

Commission received no comment 

letters on the proposed rule change. 

This order approves the proposed rule 

change. 

II. Description of the Proposed Rule 

Change 

The Exchange proposed to list and 

trade shares of the Barclays Middle East 

Equities (MSCI GCC) Non Exchange 

Traded Notes Due 2038 (‘‘Notes’’), 

which are linked to the MSCI Gulf 

Cooperation Council (GCC) Countries 

ex-Saudi Arabia Net Total Return 

IndexSM (U.S. dollar) (‘‘Index’’), under 

NYSE Arca Equities Rule 5.2(j)(6), 

which includes the Exchange’s listing 

standards for Equity Index-Linked 

Securities.4 The Notes are senior 

unsecured debt obligations of Barclays 

Bank PLC (‘‘Barclays’’). The Index is 

comprised of all of the equity securities 

(each an ‘‘Index Component’’ and, 

collectively, the ‘‘Index Components’’) 

that are included in the following five 

individual country indices (each a 

‘‘Country Index’’ and, collectively, the 

‘‘Country Indices’’): (1) MSCI Bahrain 

IndexSM; (2) MSCI Kuwait IndexSM; (3) 

MSCI Oman IndexSM; (4) MSCI Qatar 

IndexSM; and (5) MSCI United Arab 

Emirates IndexSM. Each Country Index 

is a free float-adjusted market 

capitalization index that is designed to 

measure the market performance, 

including price performance and 

income from dividend payments, of 

equity securities in the country it 

represents. The Index and the Country 

Indices are calculated and maintained 

by MSCI, Inc. 

The Exchange submitted the proposed 

rule change because the Index does not 

meet all of the ‘‘generic’’ listing 

requirements of NYSE Arca Equities 

Rule 5.2(j)(6) applicable to the listing of 

Equity Index-Linked Securities. 

Specifically, the Index meets all such 

requirements except for those set forth 

in NYSE Arca Equities Rules 

5.2(j)(6)(B)(I)(1)(b)(ii) 5 and (v).6 The 

Exchange represented that: (1) Except 

for NYSE Arca Equities Rules 

5.2(j)(6)(B)(I)(1)(b)(ii) and (v), the Notes 

currently satisfy all of the generic listing 

standards under NYSE Arca Equities 

Rule 5.2(j)(6) applicable to Equity IndexLinked Securities; (2) the continued 

listing standards under NYSE Arca 

Equities Rule 5.2(j)(6) applicable to 

Equity Index-Linked Securities shall 

apply to the Notes; and (3) Barclays is 

required to comply with Rule 10A–3 

under the Act 7 for the initial and 

continued listing of the Notes. In 

addition, the Exchange represented that 

the Notes will comply with all other 

requirements applicable to Equity 

Index-Linked Securities including, but 

not limited to, requirements relating to 

the dissemination of key information 

such as the Equity Reference Asset 

value and Intraday Indicative Value, 

rules and policies governing the trading 

of equity securities, trading hours, 

trading halts, surveillance, firewalls, 

and Information Bulletin to ETP 

Holders, as set forth in prior 

Commission orders approving the 

generic listing rules applicable to the 

listing and trading of Index-Linked 


sroberts on PROD1PC77 with NOTICES