Federal Register / Vol. 74, No. 89 / Monday, May 11, 2009 / Notices 21839 

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

2 17 CFR 240.19b–4. 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold an Open Meeting 

on Wednesday, May 13, 2009 at 10 a.m., 

in the Auditorium, Room L–002. 

The subject matter of the Open 

Meeting will be: 

The Commission will hear oral 

argument in an appeal by Thomas C. 

Bridge, James D. Edge, and Jeffrey K. 

Robles from the decision of an 

administrative law judge. The law judge 

found that Bridge, a registered 

representative formerly associated with 

A.G. Edwards, and Charles Sacco, 

another former A.G. Edwards registered 

representative who settled a related 

Commission proceeding against him, 

willfully violated Section 17(a) of the 

Securities Act of 1933, Section 10(b) of 

the Securities Exchange Act of 1934, 

and Exchange Act Rule 10b–5 by taking 

action to ‘‘continue market timing after 

they had been restricted from doing so’’ 

by registered investment companies. 

The law judge further found that Edge, 

Bridge’s supervisor, failed reasonably to 

supervise Bridge with a view to 

preventing his antifraud violations, and 

that Robles, Sacco’s supervisor, failed 

reasonably to supervise Sacco. 

For these violations, the law judge 

imposed the following sanctions: Bridge 

was ordered to cease and desist from 

violating or causing violations of the 

antifraud provisions, to disgorge 

approximately $40,000 plus 

prejudgment interest, to pay a $250,000 

civil penalty, and to serve a one-year 

suspension from associating with a 

broker or dealer. Edge and Robles were 

both ordered to pay a $250,000 civil 

penalty, were barred from associating 

with a broker or dealer in a supervisory 

capacity, and were suspended from 

associating with a broker or dealer in 

any capacity for thirty days. 

Among the issues likely to be argued 

are whether Bridge’s and Sacco’s 

conduct in connection with their market 

timing activity was fraudulent, whether 

Edge and Robles provided reasonable 

supervision under the circumstances, 

and, if so, whether and to what extent 

sanctions should be imposed on them. 

Commissioner Casey, as duty officer, 

determined that no earlier notice thereof 

was possible. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: The Office of the Secretary at 

(202) 551–5400. 

Dated: May 7, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–11015 Filed 5–7–09; 11:15 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold an Open Meeting 

on Thursday, May 14, 2009 at 10 a.m., 

in the Auditorium, Room L–002. 

The subject matter of the Open 

Meeting will be: 

The Commission will consider 

custody-related matters, including 

whether to propose amendments to rule 

206(4)–2 under the Investment Advisers 

Act of 1940 and related forms and rules. 

The proposed amendments would 

enhance the protections provided 

advisory clients when they entrust their 

funds and securities to an investment 

adviser. If adopted, the amendments 

would require investment advisers 

having custody of client funds and 

securities to obtain a surprise 

examination by an independent public 

accountant, and, unless the client assets 

are maintained with an independent 

custodian, obtain a review of custodial 

controls from an independent public 

accountant. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: May 7, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–11077 Filed 5–7–09; 4:15 pm] 

BILLING CODE 8010–01–P 

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. 

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. 

21840 Federal Register / Vol. 74, No. 89 / Monday, May 11, 2009 / Notices 

3See 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’’). 4The Certificates will be subject to acceleration 

to an earlier Maturity Date upon one of the 

acceleration events described in the Registration 

Statements. 

5The Participation Rate will be determined at the 

time of issuance of the Certificates. 

6The Trust payments will not be guaranteed 

pursuant to a financial guaranty insurance policy. 

7The Securities and Warrants will not be 

exchange-listed and may trade over-the-counter. 

8Capitalized terms used but not defined herein 

have the meanings set forth in the Registration 

Statements. 

9See NYSE Arca Equities Rule 5.2(j)(7), 

Commentary .08. 

10See 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®, the Nikkei 225 Stock Average® and the 

S&P BRIC® Index; Safety First Trust Series 2006– 

1 Linked to the Dow Jones Industrial Average and 

the Nikkei 225 Stock Average®. 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® 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). 

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

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

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 

Federal Register / Vol. 74, No. 89 / Monday, May 11, 2009 / Notices 21841 

11The 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). 

12Commentary .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. 

13Pursuant 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). 

14See NYSE Arca Equities Rule 7.12, 

Commentary .04. 

15For a list of current members of the ISG, see 

http://www.isgportal.org. 

16 15 U.S.C. 78f(b). 

17 15 U.S.C. 78f(b)(5). 

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). 

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

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

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

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, 

21842 Federal Register / Vol. 74, No. 89 / Monday, May 11, 2009 / Notices 

18E-mail from Tim Malinowski, Director, NYSE 

Euronext, to Edward Cho, Special Counsel, Division 

of Trading and Markets, Commission, dated May 4, 

2009. 

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). 

21 15 U.S.C. 78k–1(a)(1)(C)(iii). 

22Trading 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. 

23The Commission notes that the foregoing 

criteria relating to the issuance and the issuer are 

serves to foster investor protection and 

the public interest.18

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 

• 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–2009–33 on the 

subject line. 

Paper Comments 

• 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. 

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. 

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. 

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

Federal Register / Vol. 74, No. 89 / Monday, May 11, 2009 / Notices 21843 

substantially similar to the requirements applicable 

to Index-Linked Securities. See NYSE Arca Equities 

Rule 5.2(j)(6)(A). 

24 15 U.S.C. 78s(b)(2). 

25See 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). 

26 15 U.S.C. 78s(b)(2). 

27 17 CFR 200.30–3(a)(12). 

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. 

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. 

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 

DEPARTMENT OF STATE 

[Public Notice 6608] 

Secretary of State’s Determination 

Under the International Religious 

Freedom Act of 1998 

SUMMARY: The Secretary of State 

designation of ‘‘countries of particular 

concern’’ for religious freedom 

violations. 

Pursuant to Section 408(a) of the 

International Religious Freedom Act of 

1998 (Pub. L. 105–292), as amended (the 

Act), notice is hereby given that, on 

January 16, 2009, the Secretary of State, 

under authority delegated by the 

President, has designated each of the 

following as a ‘‘country of particular 

concern’’ (CPC) under section 402(b) of 

the Act, for having engaged in or 

tolerated particularly severe violations 

of religious freedom: Burma, China, 

Eritrea, Iran, North Korea, Saudi Arabia, 

Sudan, and Uzbekistan. 

The Secretary simultaneously 

designated the following Presidential 

actions for these CPCs: 

For Burma, the existing ongoing arms 

embargo referenced in 22 CFR 126.1(a), 

pursuant to section 402(c)(5) of the Act; 

For China, the existing ongoing 

restrictions on exports to China of crime 

control and detection instruments and 

equipment, under Public Law 101–246 

and the Foreign Relations Authorization 

Act of 1990 and 1991, pursuant to 

section 402(c)(5) of the Act; 

For Eritrea, the existing ongoing arms 

embargo referenced in 22 CFR 126.1(a), 

pursuant to section 402(c)(5) of the Act; 

For Iran, the existing ongoing 

restrictions on United States security 

assistance in accordance with section 40 

of the Arms Export Control Act, 

pursuant to section 402(c)(5) of the Act; 

For North Korea, the existing ongoing 

restrictions to which North Korea is 

subject pursuant to sections 402 and 409 

of the Trade Act of 1974 (the JacksonVanik Amendment), pursuant to section 

402(c)(5) of the Act; 

For Saudi Arabia, a waiver to ‘‘further 

the purposes of the Act,’’ pursuant to 

section 407 of the Act; 

For Sudan, the use of the voice and 

vote of the United States to oppose any 

loan or other use of the funds of 

international financial institutions to or 

for Sudan, consistent with section 1621 

of the International Financial 

Institutions Act, pursuant to section 

402(c)(5) of the Act; and 

For Uzbekistan, a 180-day waiver to 

‘‘further the purposes of the Act,’’ 

pursuant to section 407 of the Act. 

Dated: May 5, 2009. 

Kurt D. Donnelly, 

Office Director, Office of International 

Religious Freedom, Department of State. 

[FR Doc. E9–10970 Filed 5–8–09; 8:45 am] 

BILLING CODE 4710–18–P 

DEPARTMENT OF TRANSPORTATION 

Federal Transit Administration 

American Recovery and Reinvestment 

Act of 2009 Public Transportation 

Capital Investment Grants Program 

Appropriation and Allocations 

AGENCY: Federal Transit Administration 

(FTA), DOT. 

ACTION: Notice. 

SUMMARY: The ‘‘American Recovery and 

Reinvestment Act, 2009’’ (Pub. L. 111– 

5; ‘‘ARRA’’), signed into law by 

President Barack Obama on February 

17, 2009, includes $8.4 billion for 

transit capital improvements. The 

Federal Transit Administration (FTA) 

published in the Federal Register the 

transit formula program-related 

provisions of the ARRA, as well as 

program and grant application 

requirements for these funds, on March 

5, 2009. This notice implements the 

Capital Investment Grants Program 

provisions of the ARRA and provides 

program and grant application 

requirements for these funds, for FTA’s 

New Starts and Small Starts programs. 

DATES: FTA may de-obligate and 

reallocate certain undisbursed funds by 

May 11, 2010. 

FOR FURTHER INFORMATION CONTACT: For 

general information about this notice 

contact Henrika Buchanan-Smith, 

Director, Office of Transit Programs, at 

(202) 366–2053. Please contact the 

appropriate FTA regional or