[Federal Register Volume 74, Number 89 (Monday, May 11, 2009)]
[Notices]
[Pages 21839-21843]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-10863]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59861; File No. SR-NYSEArca-2009-33]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Order Granting Accelerated Approval of Proposed Rule Change 
Relating to the Listing and Trading of Safety First Trust Certificates 
Linked to the Dow Jones Industrial Average

May 5, 2009.
    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 April 22, 2009, NYSE Arca, Inc. (``NYSE Arca'' or the ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons and is approving the proposed rule change on an accelerated 
basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    NYSE Arca, through its wholly-owned subsidiary NYSE Arca Equities, 
Inc. (``NYSE Arca Equities'' or the ``Corporation''), proposes to list 
under NYSE Arca Equities Rule 5.2(j)(7) (``Trust Certificates'') Safety 
First Trust Series 2009-2, Principal-Protected Trust Certificates 
Linked to the Dow Jones Industrial Average. The text of the proposed 
rule change is available on the Exchange's Web site at http://www.nyx.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 III below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

[[Page 21840]]

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    As provided in NYSE Arca Equities Rule 5.2(j)(7), Trust 
Certificates are certificates representing an interest in a special 
purpose trust created pursuant to a trust agreement. The trust only 
issues Trust Certificates, which may or may not provide for the 
repayment of the original principal investment amount. The sole purpose 
of the trust is to invest the proceeds from its initial public offering 
to provide for a return linked to the performance of specified assets 
and to engage only in activities incidental to these objectives. Trust 
Certificates pay an amount at maturity based upon the performance of an 
underlying index or indexes of equity securities (``Equity Index 
Reference Asset''); instruments that are direct obligations of the 
issuing company, either exercisable throughout their life (i.e., 
American style) or exercisable only on their expiration date (i.e., 
European style), entitling the holder to a cash settlement in U.S. 
dollars to the extent that the foreign or domestic index has declined 
below (for a put warrant) or increased above (for a call warrant) the 
pre-stated cash settlement value of the index (``Index Warrants''); or 
a combination of two or more Equity Index Reference Assets or Index 
Warrants, as set forth in NYSE Arca Equities Rule 5.2(j)(7).
    The Exchange proposes to list under NYSE Arca Equities Rule 
5.2(j)(7) the Safety First Trust Series 2009-2, Principal-Protected 
Trust Certificates Linked to the Dow Jones Industrial Average 
(``Certificates'').\3\ According to the Registration Statement, the 
Certificates are preferred securities of Safety First Trust Series 
2009-2 (``Trust'') and will mature on a specified date in 2014 
(``Maturity Date'').\4\ Investors will receive at maturity for each 
certificate held intact (that is, that has not been exchanged by the 
holder, as described below) an amount in cash equal to $10 plus a 
``Supplemental Distribution Amount,'' which may be positive or zero. 
The Supplemental Distribution Amount will be based on the percentage 
change of the value of the Dow Jones Industrial Average (``Index'') 
during the term of the Certificates. The Supplemental Distribution 
Amount for each Certificate will equal the product of (a) $10, (b) the 
percentage change in the value of the Index and (c) the Participation 
Rate, which is 100%-110%,\5\ provided that the Supplemental 
Distribution Amount will not be less than zero.\6\
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    \3\ See the Registration Statement for Safety First Trust Series 
2009-1, dated October 31, 2008 (Nos. 333-154914, 154914-07, 154914-
11); Registration Statement for Safety First Trust Series 2009-2, 
dated March 31, 2009 (Nos. 333-157386 and 157386-01) (``Registration 
Statements'').
    \4\ The Certificates will be subject to acceleration to an 
earlier Maturity Date upon one of the acceleration events described 
in the Registration Statements.
    \5\ The Participation Rate will be determined at the time of 
issuance of the Certificates.
    \6\ The Trust payments will not be guaranteed pursuant to a 
financial guaranty insurance policy.
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    A holder of the Certificates has an interest in two separate 
securities--equity index participation securities (``Securities'') and 
equity index warrants (``Warrants'') of Citigroup Funding Inc.\7\ The 
assets of the Trust will consist of the Securities and the Warrants. 
Beginning on the date the Certificates are issued and ending one 
business day prior to the Valuation Date,\8\ a holder can exercise an 
``exchange right.'' A holder can exercise the exchange right by 
providing notice to his or her broker and instructing the broker to 
forward that notice to the institutional trustee for the Certificates 
(U.S. Bank National Association), on any business day, to exchange the 
Certificates the investor holds for a pro rata portion of the assets of 
the Trust, which consist of the Securities and the Warrants. According 
to the Registration Statement, such holders will lose the benefit of 
principal protection at maturity, and this could result in their 
receiving substantially less than the amount of the original investment 
in the Certificates. In order to exercise the exchange right, the 
investor's account must be approved for options trading.\9\
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    \7\ The Securities and Warrants will not be exchange-listed and 
may trade over-the-counter.
    \8\ Capitalized terms used but not defined herein have the 
meanings set forth in the Registration Statements.
    \9\ See NYSE Arca Equities Rule 5.2(j)(7), Commentary .08.
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    The Securities will mature on the Maturity Date. At maturity, each 
Security will pay a ``Security Payment'' equal to $10 plus a ``Security 
Return Amount,'' which could be positive, zero or negative. If the 
value of the Index on the Valuation Date is greater than its value on 
the pricing date, the Security Return Amount for each Security will 
equal the product of (a) $10, (b) the percentage increase in the Index 
and (c) the Participation Rate, which equals 100%-110% (e.g., assuming 
a Participation Rate of 100%, if the Index rises 30%, the Security 
Return Amount would be $3.00 ($10 times 0.30 times 1.00), and the 
Security Payment would be $13.00 ($10 plus $3.00)).
    If the value of the Index on the Valuation Date is less than or 
equal to its value on the pricing date, the Security Return Amount for 
each security will equal the product of (a) $10 and (b) the percentage 
decrease in the Index. Thus, because the holder's participation in the 
depreciation of the Index is not limited by the Participation Rate, if 
the value of the Index on the Valuation Date is less than its value on 
the pricing date, investors will participate fully in the depreciation 
of the Index (e.g., if the Index falls 30%, the Security Return Amount 
would be -$3.00 ($10 times -0.30) and the Security Payment would be 
$7.00 ($10 minus $3.00). The Security Return Amount will be used only 
for the purpose of determining the Security Payment for the Securities 
and is different from the Supplemental Distribution Amount used in 
determining the maturity payment on the Certificates.
    The Warrants will be automatically exercised on the Maturity Date. 
If the value of the Index increases or does not change, the Warrants 
will pay zero. If the value of the Index decreases, the warrants will 
pay a positive amount equal to the product of (a) $10 and (b) the 
percentage decrease in the value of the Index.
    The Certificates are similar to securities previously approved by 
the Commission for listing on the Exchange, including Trust 
Certificates issued by Citigroup Funding, Inc. based on the Index and 
other indexes.\10\ At least one million publicly held trading units 
will be issued prior to listing and trading on the Exchange, with at 
least 400 public beneficial holders. The issuer of the Certificates, 
Citigroup Funding, Inc. has total assets of at least $100 million and 
net worth of at least $10 million. In addition, the issuer will be 
required to

[[Page 21841]]

have a minimum tangible net worth of $250,000,000, and, in the 
alternative, the issuer will be required to have a minimum tangible net 
worth of $150,000,000 and the original issue price of the Certificates 
combined with all of the issuer's other Trust Certificates listed on a 
national securities exchange or otherwise publicly traded in the United 
States, must not be greater than 25 percent of the issuer's tangible 
net worth at the time of issuance.\11\ The Certificates also will be 
subject to the continued listing criteria of NYSE Arca Equities Rule 
5.2(j)(7)\12\ and will meet all other criteria of NYSE Arca Equities 
Rule 5.2(j)(7).
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    \10\ See Securities Exchange Release No. 59051 (December 4, 
2008), 73 FR 75155 (December 10, 2008) (SR-NYSEArca-2008-123) (order 
approving Rule 5.2(j)(7) and listing on the Exchange of 14 issues 
thereunder). Two of the issues in SR-NYSEArca-2008-123 related to 
Trust Certificates based on the Index and other indexes: Safety 
First Trust Series 2007-3 linked to the Dow Jones Industrial 
Average, the Dow Jones EUROSTOXX 50 Index[reg], the Nikkei 225 Stock 
Average[reg] and the S&P BRIC[supreg] Index; Safety First Trust 
Series 2006-1 Linked to the Dow Jones Industrial Average and the 
Nikkei 225 Stock Average[supreg]. The Certificates have similar 
characteristics and payout provisions to the Trust Certificates 
approved by the Commission in SR-NYSEArca-2008-123. In addition, the 
Commission has approved the listing and trading on the Exchange of 
Safety First Trust Series 2009-1, Principal-Protected Trust 
Certificates Linked to the S&P 500[supreg] Index, which have similar 
characteristics to the Certificates. See Securities Exchange Act 
Release No. 59747 (April 10, 2009), 74 FR 18012 (April 20, 2009) 
(SR-NYSEArca-2009-20).
    \11\ The parameters relating to number of units, number of 
public beneficial holders and issuer assets and net worth and 
minimum tangible net worth are similar to those in NYSE Arca 
Equities Rule 5.2(j)(6)(A).
    \12\ Commentary .01 provides criteria for continued listing and 
provides that the Corporation will commence delisting or removal 
proceedings with respect to an issue of Trust Certificates (unless 
the Commission has approved the continued trading of such issue) (i) 
if the aggregate market value or the principal amount of the 
securities publicly held is less than $400,000; (ii) if the value of 
the index or composite value of the indexes is no longer calculated 
or widely disseminated on at least a 15-second basis with respect to 
indexes containing only securities listed on a national securities 
exchange, or on at least a 60-second basis with respect to indexes 
containing foreign country securities; or (iii) if such other event 
shall occur or condition exists which in the opinion of the 
Corporation makes further dealings on the Corporation inadvisable.
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    Additional information relating to Citigroup Funding, Inc., the 
Trust, Certificates, Securities, Warrants, exercise right, Security 
Return Amount, Supplemental Distribution Amount, and risks is included 
in the Registration Statements.
Exchange Rules Applicable to Trust Certificates
    The Certificates will be subject to all Exchange rules governing 
the trading of equity securities. The Exchange's equity margin rules 
will apply to transactions in Trust Certificates. The Certificates will 
trade during trading hours set forth in NYSE Arca Equities Rule 
7.34(a).\13\
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    \13\ Pursuant to NYSE Arca Equities Rule 7.34(a), the NYSE Arca 
Marketplace will have three trading sessions each day the 
Corporation is open for business unless otherwise determined by the 
Corporation:
    Opening Session--begins at 1 a.m. (Pacific Time) and concludes 
at the commencement of the Core Trading Session. The Opening Auction 
and the Market Order Auction shall occur during the Opening Session.
    Core Trading Session--begins for each security at 6:30 a.m. 
(Pacific Time) or at the conclusion of the Market Order Auction, 
whichever comes later, and concludes at 1 p.m. (Pacific Time).
    Late Trading Session--begins following the conclusion of the 
Core Trading Session and concludes at 5 p.m. (Pacific Time).
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Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in Trust Certificates. Trading may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in Trust Certificates inadvisable. These may include: (1) The 
extent to which trading is not occurring in the underlying securities; 
or (2) whether other unusual conditions or circumstances detrimental to 
the maintenance of a fair and orderly market are present.\14\
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    \14\ See NYSE Arca Equities Rule 7.12, Commentary .04.
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Information Dissemination
    The value of the Index is calculated and disseminated on at least a 
15-second basis. If the Index is not being disseminated as required, 
the Exchange may halt trading during the day on which the interruption 
first occurs. If such interruption persists past the trading day in 
which it occurred, the Exchange will halt trading no later than the 
beginning of the trading day following the interruption.
    Quotation and last sale information will be disseminated by the 
Exchange via the Consolidated Tape. The value of the Index is widely 
disseminated by major market data vendors and financial publications.
Firewalls
    Dow Jones & Company (``Dow Jones''), which publishes the Index, is 
not a registered broker-dealer, and Citigroup Funding, Inc. is not 
affiliated with Dow Jones. With respect to any index upon which the 
value of an issue of Trust Certificates is based that is maintained by 
a broker-dealer, the Exchange would require that such broker-dealer 
erect a ``firewall'' around personnel responsible for the maintenance 
of such index or who have access to information concerning adjustments 
to the index, and the index would be required to be calculated by a 
third party who is not a broker-dealer.
Surveillance
    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative products, which include Trust 
Certificates, to monitor trading in the securities. The Exchange 
represents that these procedures are adequate to properly monitor 
Exchange trading of the securities in all trading sessions and to deter 
and detect violations of Exchange rules and applicable federal 
securities laws.
    The Exchange's current trading surveillance focuses on detecting 
when securities trade outside their normal patterns. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange may obtain information via ISG from other exchanges 
who are members of the ISG.\15\
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    \15\ For a list of current members of the ISG, see http://www.isgportal.org.
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    In addition, the Exchange also has a generally policy prohibiting 
the distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin of the special characteristics 
and risks associated with trading an issue of Trust Certificates and 
suitability recommendation requirements.
    Specifically, the Information Bulletin will discuss the following: 
(1) The procedures for purchases and exchanges of Trust Certificates; 
(2) NYSE Arca Equities Rule 9.2(a), which imposes a duty of due 
diligence on its ETP Holders to learn the essential facts relating to 
every customer prior to trading an issue of Trust Certificates; (3) 
trading hours; and (4) trading information.
    In addition, the Information Bulletin will reference that an issue 
of Trust Certificates is subject to various fees and expenses described 
in the applicable prospectus.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b)\16\ of the 
Act in general and furthers the objectives of Section 6(b)(5)\17\ 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 regulating, clearing, settling, processing 
information with respect to, and facilitating transaction in 
securities, and, in general to protect investors and the public 
interest. The proposed rule change will permit listing on the Exchange 
in a timely manner of the Certificates. The Exchange believes that the 
provisions of NYSE Arca Equities Rule 5.2(j)(7), together with the 
Exchange's applicable surveillance,

[[Page 21842]]

serves to foster investor protection and the public interest.\18\
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ E-mail from Tim Malinowski, Director, NYSE Euronext, to 
Edward Cho, Special Counsel, Division of Trading and Markets, 
Commission, dated May 4, 2009.
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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. 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

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an e-mail to <a href="/cdn-cgi/l/email-protection#85f7f0e9e0a8e6eae8e8e0ebf1f6c5f6e0e6abe2eaf3"><span class="__cf_email__" data-cfemail="4b393e272e66282426262e253f380b382e28652c243d">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2009-33 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2009-33. 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-NYSEArca-2009-33 and should 
be submitted on or before June 1, 2009.

IV. Commission's Findings and Order Granting Accelerated Approval of 
the Proposed Rule Change

    After careful consideration, the Commission finds that the proposed 
rule change is consistent with the requirements of the Act and the 
rules and regulations thereunder applicable to a national securities 
exchange.\19\ In particular, the Commission believes that the proposal 
is consistent with Section 6(b)(5) of the Act \20\ 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 regulating, clearing, 
settling, processing information with respect to, and facilitating 
transaction in securities, and, in general to protect investors and the 
public interest.
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    \19\ In approving this proposed rule change, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \20\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that the proposal to list and trade the 
Certificates on the Exchange is consistent with Section 
11A(a)(1)(C)(iii) of the Act,\21\ which sets forth Congress' finding 
that it is in the public interest and appropriate for the protection of 
investors and the maintenance of fair and orderly markets to assure the 
availability to brokers, dealers, and investors of information with 
respect to quotations for and transactions in securities. The Exchange 
will disseminate quotation and last-sale data information via the 
Consolidated Tape. In addition, the value of the Index is calculated on 
at least a 15-second basis and is widely disseminated by major market 
data vendors and financial publications.
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    \21\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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    The Commission further believes that the proposal to list and trade 
the Certificates is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Certificates. The 
Exchange represents that, if the value of the Index is not being 
disseminated as required, the Exchange may halt trading during the day 
on which the interruption first occurs. If such interruption persists 
past the trading day in which it occurred, the Exchange will halt 
trading no later than the beginning of the trading day following the 
interruption. The Exchange may consider all relevant factors in 
exercising its discretion to halt or suspend trading in Trust 
Certificates.\22\ Dow Jones, which publishes the Index, is not a 
registered broker-dealer, and Citigroup Funding, Inc. is not affiliated 
with Dow Jones. With respect to any index upon which the value of an 
issue of Trust Certificates is based and that is maintained by a 
broker-dealer, the Exchange would require that such broker-dealer erect 
a ``firewall'' around personnel responsible for the maintenance of such 
index or who have access to information concerning adjustments to the 
index, and the index would be required to be calculated by a third 
party who is not a broker-dealer. In addition, the Exchange states that 
it has a general policy prohibiting the distribution of material, non-
public information by its employees.
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    \22\ Trading may be halted because of market conditions or for 
reasons that, in the view of the Exchange, make trading in Trust 
Certificates inadvisable. These may include: (1) The extent to which 
trading is not occurring in the underlying securities; or (2) 
whether other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present.
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    The Commission also notes that the Trust Certificates will be 
subject to the requirements of NYSE Arca Equities Rule 5.2(j)(7), 
including the continued listing criteria thereunder. Additionally, NYSE 
Arca states that: (1) At least one million publicly held trading units 
will be issued prior to listing and trading on the Exchange, with at 
least 400 public beneficial holders; (2) the issuer, Citigroup Funding, 
Inc., has total assets of at least $100 million and a net worth of at 
least $10 million; and (3) the issuer will be required to have either 
(a) a minimum tangible net worth of $250,000,000, or (b) a minimum 
tangible net worth of $150,000,000 and the original issue price of the 
Certificates, combined with all of the issuer's other Trust 
Certificates listed on a national securities exchange or otherwise 
publicly traded in the United States, must not be greater than 25% of 
the issuer's tangible net worth at the time of issuance.\23\
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    \23\ The Commission notes that the foregoing criteria relating 
to the issuance and the issuer are substantially similar to the 
requirements applicable to Index-Linked Securities. See NYSE Arca 
Equities Rule 5.2(j)(6)(A).

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[[Page 21843]]

    Further, the Exchange represents that the Certificates are equity 
securities subject to the Exchange's rules governing the trading of 
equity securities, including the Exchange's equity margin rules. In 
support of this proposal, the Exchange has made representations, 
including:
    (1) The Exchange's surveillance procedures are adequate to properly 
monitor Exchange trading of the Certificates in all trading sessions 
and to deter and detect violations of Exchange rules and applicable 
federal securities laws. The Exchange may obtain information via the 
Intermarket Surveillance Group (``ISG'') from other exchanges who are 
members of the ISG.
    (2) Prior to the commencement of trading, the Exchange will inform 
its ETP Holders in an Information Bulletin of the special 
characteristics and risks associated with trading the Certificates. 
Specifically, the Information Bulletin will discuss the following: (a) 
The procedures for purchases and exchanges of Trust Certificates; (b) 
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence 
on its ETP Holders to learn the essential facts relating to every 
customer prior to trading an issue of Trust Certificates; (c) trading 
hours; and (d) trading information. In addition, the Information 
Bulletin will reference that an issue of Trust Certificates is subject 
to various fees and expenses described in the applicable prospectus.

This approval order is based on the Exchange's representations.

    The Commission finds good cause, pursuant to Section 19(b)(2) of 
the Act,\24\ for approving the proposed rule change prior to the 30th 
day after the date of publication of notice in the Federal Register. 
The Commission notes that it has previously approved for listing and 
trading on the Exchange other issues of Trust Certificates issued by 
Citigroup Funding, Inc. based on the Index and other indexes that have 
similar characteristics and payout provisions to the Certificates.\25\ 
The Commission believes that the Exchange's proposal to list and trade 
the Certificates does not present any novel or significant regulatory 
issues. The Commission believes that accelerating approval of this 
proposal should benefit investors by creating, without undue delay, 
additional competition in the market for Trust Certificates.
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    \24\ 15 U.S.C. 78s(b)(2).
    \25\ See Securities Exchange Release Nos. 59051 (December 4, 
2008), 73 FR 75155 (December 10, 2008) (SR-NYSEArca-2008-123) 
(approving the listing and trading of 14 issues of Trust 
Certificates under NYSE Arca Equities Rule 5.2(j)(7)); and 59747 
(April 10, 2009), 74 FR 18012 (April 20, 2009) (SR-NYSEArca-2009-20) 
(approving the listing and trading of Trust Certificates linked to 
the S&P 500 Index).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\26\ that the proposed rule change (SR-NYSEArca-2009-33) be, and it 
hereby is, approved on an accelerated basis.
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    \26\ 15 U.S.C. 78s(b)(2).
    \27\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-10863 Filed 5-8-09; 8:45 am]
BILLING CODE 8010-01-P


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