28294 Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3See the Registration Statement for Safety First 

Trust Series 2009–3, dated October 31, 2008 (Nos. 

333–154914, 154914–06, 154914–11); Registration 

Statement for Safety First Trust Series 2009–3, 

dated February 18, 2009 (Nos. 333–157386 and 

333–157386–01) (‘‘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. 

Dated: June 10, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14075 Filed 6–11–09; 11:15 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60072; File No. SR– 

NYSEArca–2009–46] 

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 S&P 

500® Index 

June 9, 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 May 28, 

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 

The Exchange, through its whollyowned 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 2009–3, Principal-Protected Trust 

Certificates Linked to the S&P 500®

Index. 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 III 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 

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 an (‘‘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 Rule 

5.2(j)(7). 

The Exchange proposes to list under 

Rule 5.2(j)(7) the Safety First Trust 

Series 2009–3, Principal-Protected Trust 

Certificates Linked to the S&P 500®

Index (‘‘Certificates’’).3 According to the 

Registration Statement, the Certificates 

are preferred securities of Safety First 

Trust Series 2009–3 (‘‘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 S&P 500 

Index (‘‘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 90%–100%,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 

90%–100% (e.g., assuming a 

Participation Rate of 90%, if the Index 

rises 30%, the Security Return Amount 

would be $2.70 ($10 times 0.30 times 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 28295 

10See Securities Exchange Release Nos. 59861 

(May 5, 2009), 74 FR 21839 (May 11, 2009) (SR– 

NYSEArca–2009–33) (order approving Safety First 

Trust Certificates based on the Dow Jones Industrial 

Average); 59747 (April 10, 2009), 74 FR 18012 

(April 20, 2009) (SR–NYSEArca–2009–20) (order 

approving Safety First Trust Certificates based on 

the S&P 500 Index); 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.) 

Three of the issues in SR–NYSEArca–2008–123 

related to Trust Certificates based on the Index: 

Safety First Investments TIERS® Principal-Protected 

Minimum Return Trust Certificates, Series S&P 

2003–23; Safety First Trust Series 2008–2 PrincipalProtected Trust Certificates Linked to the Index; 

and Safety First Trust Series 2008–4 PrincipalProtected Trust Certificates Linked to the Index. 

The Certificates have similar characteristics and 

payout provisions to the Trust Certificates 

previously approved in the above-referenced 

Exchange proposed rule changes for Safety First 

Trust Certificates. 

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 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 1:00:00 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 

6:30:00 a.m. (Pacific Time) or at the conclusion of 

the Market Order Auction, whichever comes later, 

and concludes at 1:00:00 p.m. (Pacific Time). 

Late Trading Session—begins following the 

conclusion of the Core Trading Session and 

concludes at 5:00:00 p.m. (Pacific Time). 

14See NYSE Arca Equities Rule 7.12, 

Commentary .04. 

15S&P is a division of The McGraw-Hill 

Companies, Inc. 

0.90), and the Security Payment would 

be $12.70 ($10 plus $2.70)). 

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 

S&P 500 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.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 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 Rule 

5.2(j)(7) 12 and will meet all other 

criteria of 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 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. Standard & Poor’s 

(‘‘S&P’’),15 which publishes the Index, is 

not a registered broker-dealer, and 

Citigroup Funding, Inc. is not affiliated 

with S&P. 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 


pwalker on PROD1PC71 with NOTICES
28296 Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 

16For a list of current members of the ISG, see 

http://www.isgportal.org. 

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

18 15 U.S.C. 78f(b)(5). 

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). 

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.16

In addition, the Exchange also has a 

general 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) 17 of the Act 

in general and furthers the objectives of 

Section 6(b)(5) 18 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 Rule 5.2(j)(7), together 

with the Exchange’s applicable 

surveillance, serve to foster investor 

protection and the public interest. 

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–2009–46 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–2009–46. 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–2009–46 and 

should be submitted on or before July 6, 

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 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 28297 

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 

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. 59861 

(May 5, 2009), 74 FR 21839 (May 11, 2009) (SR– 

NYSEArca–2009–33) (approving the listing and 

trading of Safety First Trust Certificates linked to 

the Dow Jones Industrial Average); 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). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Certificates.22 S&P, which publishes the 

Index, is not a registered broker-dealer, 

and Citigroup Funding, Inc. is not 

affiliated with S&P. 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 generally 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

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– 

2009–46) 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. E9–14005 Filed 6–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60062; File No. SR–NYSE– 

2009–53] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by New York 

Stock Exchange LLC Extending the 

Moratorium Related to the 

Qualification and Registration of 

Registered Competitive Market Makers 

Pursuant to NYSE Rule 107A and 

Competitive Traders Pursuant to NYSE 

Rule 110 to the Earlier of the Approval 

of SR–NYSE–2009–08 or June 30, 2009 

June 8, 2009. 

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 June 2, 

2009, 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 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 related to the qualification 

and registration of Registered 

Competitive Market Makers (‘‘RCMMs’’) 

pursuant to NYSE Rule 107A and 

Competitive Traders (‘‘CTs’’) pursuant 

to NYSE Rule 110 to the earlier of the 

approval of SR–NYSE–2009–08 or June 

30, 2009. 

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 


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