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 


pwalker on PROD1PC71 with NOTICES
28298 Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 

4See Securities Exchange Act Release No. 59746 

(April 10, 2009), 74 FR 17702 (April 16, 2009) (SR– 

NYSE–2009–08). 5See Securities Exchange Act Release No. 52648 

(October 21, 2005), 70 FR 62155 (October 28, 2005) 

(SR–NYSE–2005–63). 

6See Securities Exchange Act Release Numbers 

54140 (July 13, 2006), 71 FR 41491 (July 21, 2006) 

(SR–NYSE–2006–48); 54985 (December 21, 2006), 

72 FR 171 (January 3, 2007) (SR–NYSE–2006–113); 

55992 (June 29, 2007), 72 FR 37289 (July 9, 2007) 

(SR–NYSE–2007–57); 56556 (September 27, 2007), 

72 FR 56421 (October 3, 2007) (SR–NYSE–2007– 

86); 57072 (December 31, 2007), 73 FR 1252 

(January 7, 2008) (SR–NYSE–2007–125); 57601 

(April 2, 2008), 73 FR 19123 (April 8, 2008) (SR– 

NYSE–2008–22); 58033 (June 26, 2008), 73 FR 

38265 (July 3, 2008) (SR–NYSE–2008–49); 58713 

(October 2, 2008), 73 FR 59024 (October 8, 2008) 

(SR–NYSE–2008–96); 59069 (December 8, 2008); 73 

FR 76081 (December 15, 2008) (SR–NYSE–2008– 

124); 59551 (March 10, 2009), 74 FR 11624 (March 

18, 2009) (SR–NYSE–2009–24). 

7See Securities Exchange Act Release No. 59746 

(April 10, 2009), 74 FR 17702 (April 16, 2009) (SR– 

NYSE–2009–08). 

8See Securities Exchange Act Release No. 53549 

(March 24, 2006), 71 FR 16388 (March 31, 2006) 

(SR–NYSE–2006–11) (making certain amendments 

to the Moratorium). 

9 17 CFR 240.19b–4. 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). 

12 In addition, Rule 19b–4(f)(6)(iii) requires the 

self-regulatory organization to give the Commission 

notice of its intent to file the proposed rule change, 

along with a brief description and text of the 

proposed rule change, at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. NYSE has satisfied this requirement. 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6). 

15 17 CFR 240.19b–4(f)(6)(iii). 

16For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

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 4 or June 

30, 2009. 

On September 22, 2005, the Exchange 

filed SR–NYSE–2005–63 5 with the 

Securities and Exchange Commission 

(‘‘Commission’’) proposing to 

implement a moratorium on the 

qualification and registration of new 

RCMMS and CTs (‘‘Moratorium’’).6 The 

Moratorium allowed the Exchange to 

review the viability of RCMMs and CTs 

in the Exchange’s evolving more 

electronic market. 

During the Moratorium, the Exchange 

reviewed the quarterly volume data of 

RCMM and CT trading data to 

determine the average trading volume of 

RCMMs. As a result of its review, the 

Exchange concluded that RCMMs and 

CTs no longer serve as viable 

supplemental market makers. 

Accordingly, the Exchange determined 

that RCMMs and CTs should no longer 

be viable classes of traders on the 

Exchange. On April 10, 2009, the 

Exchange filed a separate proposed rule 

change, SR–NYSE–2009–08 (‘‘2009– 

08’’) with the Commission to eliminate 

RCMMs and CTs as viable classes of 

NYSE traders.7

The Exchange proposes to extend the 

Moratorium as amended 8 to the earlier 

of the approval of proposed rule change 

2009–08 or June 30, 2009 to allow 2009– 

08 to complete the rule filing process 

pursuant to Rule 19b–4.9

The Exchange will issue an 

Information Memo announcing the 

extension of the Moratorium. 

2. Statutory Basis 

The basis under the Securities 

Exchange Act of 1934 (the ‘‘Act’’) for 

this proposed rule change is the 

requirement under Section 6(b)(5) that 

an exchange have rules that are 

designed to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. The Exchange believes 

that the instant filing is consistent with 

these principles. Based on its review of 

data associated with RCMM and CT 

trading, the Exchange has concluded 

that RCMMs and CTs no longer serve as 

viable supplemental market makers. In 

this instant filing, the Exchange seeks an 

extension of the Moratorium to 

complete the 19b–4 rule filing process 

following its proposed rule filing to 

eliminate RCMMs and CTs as viable 

classes of NYSE traders. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 10 and Rule 19b–4(f)(6) 

thereunder 11 because the foregoing 

proposed rule: (1) Does not significantly 

affect the protection of investors or the 

public interest; (2) does not impose any 

significant burden on competition; and 

(3) does not become operative for 30 

days after the date of filing, or such 

shorter time as the Commission may 

designate if consistent with the 

protection of investors and the public 

interest.12 The Exchange believes that 

an extension of the Moratorium is 

appropriate to permit the resolution of 

the rule filing process with respect to 

SR–NYSE–2009–08. Therefore, the 

Commission believes that this proposed 

rule change qualifies for immediate 

effectiveness under paragraph (f)(6) of 

Rule 19b–4.13

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 14 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 15

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The NYSE has requested 

that the Commission waive the 30-day 

operative delay. The Commission 

believes that waiving the 30-day 

operative delay is consistent with the 

protection of investors and the public 

interest because it would allow the 

Moratorium to continue without 

interruption while awaiting the 

completion of the rule filing process 

with respect to SR–NYSE–2009–08. 

Therefore, the Commission designates 

that the proposed rule change become 

operative immediately.16

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 28299 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The purpose of the proposed rule changes is to 

amend NYSE Amex Equities Rule 70.25 to conform 

with proposed amendments to corresponding NYSE 

Rule 70.25 submitted in a companion filing by the 

New York Stock Exchange LLC (‘‘NYSE’’). See SR– 

NYSE–2009–55, formally submitted June 2, 2009. 

4See Securities Exchange Act Release No. 58673 

(September 29, 2008), 73 FR 57707 (October 3, 

2008) (SR–NYSE–2008–60 and SR–Amex 2008–62) 

(approving the Merger). 

5 15 U.S.C. 78f. 

6See Securities Exchange Act Release No. 58705 

(October 1, 2008), 73 FR 58995 (October 8, 2008) 

(SR–Amex 2008–63) (approving the Equities 

Relocation). 

7See Securities Exchange Act Release Nos. 58705 

(October 1, 2008), 73 FR 58995 (October 8, 2008) 

Continued 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

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

Number SR–NYSE–2009–53 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2009–53. This file 

number should be included on the 

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

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

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

Copies of the filing will also be available 

for inspection and copying at the 

principal office of the self-regulatory 

organization. All comments received 

will be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–NYSE– 

2009–53 and should be submitted on or 

before July 6, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13968 Filed 6–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60055; File No. SR– 

NYSEAmex–2009–24] 

Self-Regulatory Organizations; NYSE 

Amex LLC, Notice of Filing of a 

Proposed Rule Change Amending Rule 

70.25 To Permit All Available Contraside Liquidity To Trigger the Execution 

of a d-Quote 

June 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 June 4, 

2009, NYSE Amex LLC (‘‘NYSE Amex’’ 

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 NYSE Amex. 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 amend 

Rule 70.25 to permit all available 

contra-side liquidity to trigger the 

execution of a d-Quote. The text of the 

proposed rule change is available at the 

Exchange, the Commission’s Public 

Reference Room, and http:// 

www.nyse.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

NYSE Amex Equities Rule 70.25(c)(iii) 

to provide that all available contra-side 

liquidity within the possible execution 

range of a d-Quote will be considered 

when determining whether to activate a 

d-Quote.3

Background 

As described more fully in a related 

rule filing,4 NYSE Euronext acquired 

The Amex Membership Corporation 

(‘‘AMC’’) pursuant to an Agreement and 

Plan of Merger, dated January 17, 2008 

(the ‘‘Merger’’). In connection with the 

Merger, the Exchange’s predecessor, the 

American Stock Exchange LLC 

(‘‘Amex’’), a subsidiary of AMC, became 

a subsidiary of NYSE Euronext and was 

renamed NYSE Amex LLC (‘‘NYSE 

Amex’’ or the ‘‘Exchange’’), and 

continues to operate as a national 

securities exchange registered under 

Section 6 of the Securities Exchange Act 

of 1934, as amended (the ‘‘Act’’).5 The 

effective date of the Merger was October 

1, 2008. 

In connection with the Merger, on 

December 1, 2008, the Exchange 

relocated all equities trading conducted 

on the Exchange legacy trading systems 

and facilities located at 86 Trinity Place, 

New York, New York, to trading systems 

and facilities located at 11 Wall Street, 

New York, New York (the ‘‘Equities 

Relocation’’). The Exchange’s equity 

trading systems and facilities at 11 Wall 

Street (the ‘‘NYSE Amex Trading 

Systems’’) are operated by the NYSE on 

behalf of the Exchange.6

As part of the Equities Relocation, 

NYSE Amex adopted NYSE Rules 1– 

1004, subject to such changes as 

necessary to apply the Rules to the 

Exchange, as the NYSE Amex Equities 

Rules to govern trading on the NYSE 

Amex Trading Systems.7 The NYSE 


pwalker on PROD1PC71 with NOTICES