Federal Register / Vol. 73, No. 196 / Wednesday, October 8, 2008 / Notices 59019 

13For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition 

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

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 58290 

(August 1, 2008), 73 FR 46676 (August 11, 2008) 

(SR–NYSE–2008–70). 4See Securities Exchange Act Release No. 58284 

(August 1, 2008), 73 FR 46086 (August 7, 2008) 

(SR–Amex–2008–62) (‘‘Acquisition Proposal’’). 5Subsequently, NYSE Alternext will also relocate 

all options trading conducted on the 86 Trinity 

Trading Systems to 11 Wall Street and utilize a 

trading system based on the options trading system 

used by NYSE Arca, Inc. (‘‘Options Relocation,’’ 

and, together with the Equities Relocation, the 

‘‘Relocations’’). 

6See Securities Exchange Act Release No. 58265 

(July 30, 2008), 73 FR 46075 (August 7, 2008) (SR– 

Amex–2008–63) (‘‘NYSE Alternext Equities filing’’). 

In the NYSE Alternext Equities filing, NYSE 

Alternext also proposed to adopt rules governing 

member organizations that are closely modeled 

existing NYSE Rules. After the closing of the 

Mergers, there may be NYSE Alternext members or 

member organizations holding an 86 Trinity Permit 

that do not immediately qualify for membership 

under the new NYSE Alternext membership rules. 

Amex has proposed that any such member would 

automatically retain its membership and have a sixmonth grace period to meet the new membership 

requirements. The grace period would commence 

from the date the member receives an NYSE 

Alternext equities trading permit in exchange for a 

valid 86 Trinity Permit. 

30-day operative delay is consistent 

with the protection of investors and the 

public interest because the proposal is 

designed to extend the operation of the 

existing Reserve Order pilot without 

interruption. Extending the Reserve 

Order pilot would continue to enable 

off-Floor market participants to compete 

through their ability to maintain nondisplayed liquidity on the Exchange’s 

Display Book system. Accordingly, the 

Commission designates the proposed 

rule change effective and operative 

upon filing with the Commission.13

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

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–NYSE–2008–92 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, Station Place, 100 F Street, 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2008–92. 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 such 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 publicly available. All 

submissions should refer to File 

Number SR–NYSE–2008–92 and should 

be submitted on or before October 29, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–23756 Filed 10–7–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58706; File No. SR–NYSE– 

2008–70] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Granting Approval of Proposed Rule 

Change Amending Rules Governing 

Membership in Order To Waive-In 

Members in Good Standing of the 

American Stock Exchange LLC as 

Members and Member Organizations 

of the Exchange 

October 1, 2008. 

I. Introduction 

On July 30, 2008, the New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b-4 thereunder,2 a proposed rule 

change amending its rules governing 

membership in order to permit members 

in good standing of the American Stock 

Exchange LLC (‘‘Amex’’) to waive-in to 

NYSE after the acquisition of Amex by 

NYSE Euronext. The proposed rule 

change was published for comment in 

the Federal Register on August 11, 

2008.3 The Commission received no 

comments on the proposal. This order 

approves the proposed rule change. 

II. Description of the Proposal 

As described in a separate proposed 

rule change,4 on January 17, 2008, the 

Amex Membership Corporation and 

NYSE Euronext entered into an 

Agreement and Plan of Merger whereby, 

through a series of mergers (‘‘Mergers’’), 

NYSE Euronext will acquire Amex, and, 

as a result of these mergers, Amex will 

become a wholly-owned subsidiary of 

NYSE Group and be renamed NYSE 

Alternext US LLC. Immediately 

following the closing of the Mergers, 

those persons and entities who were 

authorized to trade on Amex before the 

closing of the Mergers will be deemed 

to have satisfied applicable qualification 

requirements necessary to trade on 

NYSE Alternext and will be issued 

trading permits (referred to as ‘‘86 

Trinity Permits’’) which will allow them 

to continue to trade on NYSE 

Alternext’s systems and facilities at 86 

Trinity Place, New York, New York (‘‘86 

Trinity Trading Systems’’). 

Subsequently, NYSE Euronext intends 

to relocate all equities trading 

previously conducted on the 86 Trinity 

Trading Systems to 11 Wall Street, New 

York, New York (the ‘‘Equities 

Relocation’’).5 The NYSE Alternext 

trading systems at 11 Wall Street will be 

operated by NYSE on behalf of NYSE 

Alternext. NYSE Alternext will also 

adopt a version of NYSE’s rules for 

trading equities on NYSE Alternext after 

the Equities Relocation.6 Holders of the 

86 Trinity Permits will be able to apply 

for an NYSE Alternext equities trading 


jlentini on PROD1PC65 with NOTICES
59020 Federal Register / Vol. 73, No. 196 / Wednesday, October 8, 2008 / Notices 

7The Exchange has noted that the current Amex 

rules governing membership are substantially 

similar to Exchange rules governing membership. 

However, there are some small variations in the 

membership requirements. For example, NYSE 

requires a member organization to submit an 

opinion of counsel that a member corporation’s 

stock is validly issued and outstanding and that the 

restrictions and provisions required by the 

Exchange on the transfer, issuance, conversion, and 

redemption of its stock have been made legally 

effective. Amex does not have such a requirement. 

See NYSE Rule 313.20. Accordingly, if an NYSE 

Alternext member organization has not previously 

provided such an opinion of counsel to Amex, it 

must be provided to NYSE Alternext within six 

months of the member organization transferring its 

equities operations to the NYSE Alternext Trading 

Systems pursuant to a valid 86 Trinity Permit. 

8See Securities Exchange Act Release No. 58291 

(August 1, 2008), 73 FR 46661 (August 11, 2008) 

(SR–FINRA–2008–043). 

9 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

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

11 15 U.S.C. 78f(b)(8). 

license or options trading permit upon 

the Equities or Options Relocation, as 

applicable. After the Equities 

Relocation, 86 Trinity Permit holders 

who apply to receive an NYSE Alternext 

equities trading license will also receive 

an NYSE Market trading license. 

NYSE and NYSE Alternext Membership 

Rules and Proposed Changes 

NYSE Rule 2 defines the terms 

‘‘member’’ and ‘‘member organization.’’ 

Under NYSE Rule 2(b), a ‘‘member 

organization’’ means a registered broker 

or dealer (unless exempt pursuant to the 

Act) that is also a member of the 

Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) and has been 

approved by the Exchange to designate 

an associated natural person to effect 

transactions on the floor of the 

Exchange. The term also includes any 

natural person so registered and 

approved and who directly effects 

transactions on the floor of the 

Exchange. NYSE Rule 2(a) provides that 

a ‘‘member’’ includes any person 

associated with and designated by a 

member organization to effect 

transactions on the floor of the 

Exchange. 

NYSE Rule 300 requires members and 

member organizations to have a trading 

license in order to effect transactions on 

the floor of the Exchange or through any 

facility thereof. Only a qualified and 

approved NYSE member organization 

may acquire and hold a trading license. 

An NYSE member organization that 

holds a trading license may designate an 

NYSE member to effect transactions on 

its behalf on the floor of the Exchange. 

The Exchange proposes to add 

supplementary material to NYSE Rule 2 

to provide that an NYSE Alternext 

member organization is deemed 

qualified and approved as an NYSE 

member organization and thus eligible 

to hold an NYSE trading license. The 

Exchange further proposes that 

Exchange membership would be 

automatic for any NYSE Alternext 

member organization, and that such 

NYSE Alternext member organization 

would be exempt from the Exchange’s 

new member organization application 

fee. In addition, the Exchange proposes 

that any natural person associated with 

an NYSE Alternext member 

organization, who has been approved by 

NYSE Alternext as a member and 

designated by an NYSE Alternext 

member organization to effect 

transactions on the floor of NYSE 

Alternext, would be deemed approved 

as an NYSE member. 

As proposed, NYSE Alternext 

members and member organizations and 

that seek an NYSE Alternext equities 

trading license would be automatically 

waived in as members and member 

organizations of NYSE. NYSE Alternext 

will have the same standards for 

membership as NYSE; therefore, if 

NYSE Alternext determines that an 

applicant is qualified to be an NYSE 

Alternext member organization, NYSE 

will accept NYSE Alternext’s 

determination as conclusive evidence 

that the applicant is eligible for NYSE 

membership. NYSE Alternext will 

certify to the Exchange that each such 

transferring member met Amex’s 

minimum membership standards at the 

time that it was approved for 

membership and that nothing has come 

to the attention of NYSE Alternext that 

would disqualify that member. If that 

member’s 86 Trinity Permit were 

revoked for any reason, it would not be 

deemed eligible to be approved as an 

NYSE member organization. 

Some NYSE Alternext members that 

waive into NYSE might not be fully 

compliant with all NYSE membership 

requirements at the time of the waivein.7 NYSE has proposed to provide any 

such member with a six-month grace 

period in which to meet the 

requirements of Exchange rules 

governing membership. Such grace 

period would begin to run from the date 

that the NYSE Alternext member 

organization transfers its equities 

operations to the NYSE Alternext 

trading systems at 11 Wall Street. If the 

member organization fails to meet all 

NYSE membership requirements by the 

close of the grace period, NYSE would 

revoke its approval to trade. NYSE 

would also reserve the right to 

commence proceedings to terminate that 

member organization. 

In addition, the Exchange proposes to 

provide a temporary exemption from the 

NYSE Rule 2 requirement that each 

member organization be a FINRA 

member. This exemption would apply 

to any NYSE Alternext member 

organization that: (1) Holds a valid 86 

Trinity Permit as of the date that the 

NYSE Alternext member organization 

transfers its equities operations to NYSE 

Alternext trading systems at 11 Wall 

Street; (2) is not currently a FINRA 

member; and (3) is eligible for FINRA’s 

waive-in membership process.8 The 

Exchange proposes a 60-day grace 

period for any such NYSE Alternext 

member organization to apply for and be 

approved as a FINRA member. Such 

grace period would run from the date 

that the NYSE Alternext member 

organization transfers its equities 

operation to NYSE Alternext trading 

systems at 11 Wall Street. 

Finally, the Exchange proposes to add 

temporary Rule 304A.90T to provide a 

similar six-month grace period so that 

an approved person of a member 

organization, as opposed to the member 

organization itself, may address any 

changes that that approved person 

would have to make in connection with 

being associated with a member 

organization. If an approved person who 

has been designated to effect 

transactions on the floor of the 

Exchange fails to meet the relevant 

requirements by the end of the grace 

period, such approved person would 

not be permitted to effect trades on the 

floor until such requirements were met. 

III. Discussion and Commission 

Findings 

The Commission has carefully 

reviewed the proposed rule change and 

finds that it is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.9 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(5) of the Act,10 which, 

among other things, requires that the 

rules of a national securities exchange 

be designed to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating 

transactions in securities, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. The Commission also 

finds that the proposed rule change is 

consistent with Section 6(b)(8) of the 

Act,11 which requires that the rules of 

an exchange not impose any burden on 


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Federal Register / Vol. 73, No. 196 / Wednesday, October 8, 2008 / Notices 59021 

12See NYSE Alternext Equities filing, supra 

note 6. 

13See Securities Exchange Act Release No. 58705 

(October 1, 2008) (SR–Amex–2008–63). 

14 15 U.S.C. 78s(b)(2). 

15 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. 

4 15 U.S.C. 78s(b)(3)(A)(iii). 

5 17 CFR 240.19b–4(f)(6). 

6See Securities Exchange Act Release Nos. 55852 

(June 4, 2007), 72 FR 31868 (June 8, 2007) (NYSE– 

2007–47) (‘‘Original Request’’); 57184 (January 22, 

2008), 73 FR 5254 (January 29, 2008) (NYSE–2008– 

02); 57591 (April 1, 2008), 73 FR 18838 (April 7, 

2008) (NYSE–2008–21); and 58036 (June 26, 2008), 

73 FR 38267 (July 3, 2008) (NYSE–2008–51). 

7See Securities Exchange Act Release No. 58363 

(August 14, 2008), 73 FR 49514 (August 21, 2008) 

(SR–NYSE–2008–52). 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

NYSE Alternext intends to adopt 

membership rules that are nearly 

identical to those of NYSE.12 Thus, if a 

firm were to meet NYSE Alternext’s 

membership rules, then it also will have 

met NYSE’s rules. Moreover, the same 

staff that administer NYSE membership 

rules will also administer NYSE 

Alternext membership rules. Therefore, 

the Commission believes it is consistent 

with the Act for NYSE to waive in NYSE 

Alternext members that have been duly 

admitted to NYSE Alternext 

membership. Such action will eliminate 

regulatory duplication without 

undermining compliance with 

applicable membership requirements. 

Similarly, the Commission believes it is 

consistent with the Act for NYSE to 

waive the new member application fee 

for NYSE Alternext members that waive 

into NYSE. 

Certain NYSE Alternext members that 

will be waived in to NYSE do not 

currently meet all of NYSE’s 

membership requirements. In a separate 

order, the Commission has approved 

Amex’s proposal to give its existing 

members a six-month grace period to 

meet the new NYSE Alternext 

membership requirements.13 In this 

proposal, NYSE is offering such 

members a similar six-month grace 

period to meet the NYSE membership 

requirements. The Commission believes 

that this aspect of the proposal 

reasonably balances the desire to allow 

NYSE Alternext members to continue 

their businesses and participate in the 

Relocations with the need to ensure 

compliance with applicable 

membership requirements. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,14 that the 

proposed rule change (SR–NYSE–2008– 

70) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–23767 Filed 10–7–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58699; File No. SR–NYSE– 

2008–94] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by New York 

Stock Exchange LLC To Extend the 

Moratorium on the Administration of 

the Specialist Performance Evaluation 

Questionnaire (‘‘SPEQ’’) Pursuant to 

Exchange Rule 103A and the Use of 

the SPEQ Pursuant to Rule 103B 

(‘‘Moratorium’’) to the Earlier of 

December 31, 2008 or the Approval of 

SR–NYSE–2008–52, To Continue To 

Suspend the Use of SuperDot 

Turnaround for Orders Received and 

Responses to Administrative 

Messages as Objective Measures in 

the Assessment of Specialist 

Performance During the Moratorium 

and That the SPEQ and Order Reports/ 

Administrative Responses Continue To 

Be Removed From the Criteria Used To 

Commence a Specialist Performance 

Improvement Action 

October 1, 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 

September 30, 2008, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Exchange has designated the proposed 

rule change as ‘‘non-controversial’’ 

under Section 19(b)(3)(A)(iii) 4 of the 

Act and Rule 19b–4(f)(6) thereunder,5

which renders the proposal effective 

upon filing with the Commission. 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 extend the 

moratorium on the administration of the 

Specialist Performance Evaluation 

Questionnaire (‘‘SPEQ’’) pursuant to 

Exchange Rule 103A and the use of the 

SPEQ pursuant to Rule 103B 

(‘‘Moratorium’’), which was 

implemented on June 8, 2007 to the 

earlier of December 31, 2008 or the 

approval of SR–NYSE–2008–52. In 

addition, the Exchange proposes to 

continue to suspend the use of SuperDot 

turnaround for orders received and 

responses to administrative messages as 

objective measures in the assessment of 

specialist performance during the 

Moratorium. The Exchange further 

proposes that the SPEQ and Order 

Reports/Administrative Responses 

continue to be removed from the criteria 

used to commence a specialist 

performance improvement action during 

the Moratorium. 

The text of the proposed rule changes 

is available on the Exchange’s Web site 

(http://www.nyse.com), at the 

Exchange’s Office of the Secretary, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to extend the 

moratorium on the administration of the 

Specialist Performance Evaluation 

Questionnaire (‘‘SPEQ’’) pursuant to 

Exchange Rule 103A and the use of the 

SPEQ pursuant to Rule 103B 

(‘‘Moratorium’’), which was 

implemented on June 8, 2007,6 to the 

earlier of December 31, 2008 or the 

approval of SR–NYSE–2008–52.7

In addition, the Exchange proposes 

that the use of SuperDot turnaround for 

orders received and responses to 

administrative messages continue to be 

removed from the objective measures 


jlentini on PROD1PC65 with NOTICES