[Federal Register Volume 76, Number 10 (Friday, January 14, 2011)]
[Notices]
[Pages 2739-2741]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-668]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-63673; File No. SR-FINRA-2011-002]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of 
Proposed Rule Change To Extend a TRACE Pilot Program

January 7, 2011.
    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 January 5, 2011, the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and Exchange Commission (``SEC'' 
or ``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by FINRA. FINRA has designated 
the proposed rule change as constituting a ``non-controversial'' rule 
change under paragraph (f)(6) of Rule

[[Page 2740]]

19b-4 under the Act,\3\ which renders the proposal effective upon 
receipt of this filing by the Commission. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to extend the pilot program in FINRA Rule 
6730(e)(4) to July 8, 2011. The pilot program does not require 
reporting to Trade Reporting and Compliance Engine (``TRACE'') 
transactions in TRACE-Eligible Securities that are executed on a 
facility of the NYSE in accordance with NYSE Rules 1400, 1401 and 86 
and reported to NYSE in accordance with NYSE's applicable trade 
reporting rules and disseminated publicly by NYSE.
    The text of the proposed rule change is available on FINRA's Web 
site at http://www.finra.org, at the principal office of FINRA, 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, FINRA 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 these statements may be examined at the places specified in 
Item IV below. FINRA has prepared summaries, set forth in sections A, 
B, and C below, of the most significant aspects of such statements.

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

1. Purpose
    FINRA proposes to amend FINRA Rule 6730(e)(4) to extend the pilot 
program, which is scheduled to expire on January 7, 2011, to July 8, 
2011.\4\ The pilot program does not require reporting to TRACE 
transactions in TRACE-Eligible Securities that are executed on a 
facility of NYSE in accordance with NYSE Rules 1400, 1401 and 86 and 
reported to NYSE in accordance with NYSE's applicable trade reporting 
rules and disseminated publicly by NYSE, provided that a data sharing 
agreement between FINRA and NYSE related to transactions covered by the 
Rule remains in effect.
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    \4\ See Securities Exchange Act Release No. 54768 (November 16, 
2006), 71 FR 67673 (November 22, 2006) (Order Approving Proposed 
Rule Change; File No. SR-NASD-2006-110) (pilot program in FINRA Rule 
6730(e)(4), subject to the execution of a data sharing agreement 
addressing relevant transactions, became effective on January 9, 
2007); Securities Exchange Act Release No. 59216 (January 8, 2009), 
74 FR 2147 (January 14, 2009) (Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change; File No. SR-FINRA-2008-065) 
(pilot program extended to January 7, 2011).
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    FINRA is proposing to extend the pilot program until July 8, 2011 
to continue to exempt transactions in TRACE-Eligible Securities on an 
NYSE facility (and as to which all the other conditions of the 
exemption are met) from the TRACE reporting requirements. FINRA 
believes that the extension will provide additional time to analyze the 
impact of the exemption. Without the extension, members would be 
subject to both FINRA's and NYSE's trade reporting requirements with 
respect to these securities.
    The proposed rule change would not expand or otherwise change the 
pilot. FINRA notes that the success of the pilot program remains 
dependent on FINRA's ability to effectively continue to conduct 
surveillance on corporate debt trading in the over-the-counter market. 
In this regard, FINRA Rule 6730(e)(4) would continue to require that 
the exemption be predicated on the data agreement between FINRA and 
NYSE to share data related to the transactions covered by the Rule 
remaining in effect. However, FINRA supports a regulatory construct 
that, in the future, consolidates all last sale transaction information 
to provide better price transparency and a more efficient means to 
engage in market surveillance of TRACE-Eligible Securities 
transactions. The extension proposed herein will allow the pilot 
program to continue to operate without interruption while FINRA and the 
NYSE further assess the effect of the exemption and issues regarding 
the consolidation of market data, market surveillance and price 
transparency.
    FINRA has filed the proposed rule change for immediate 
effectiveness and has requested that the SEC waive the requirement that 
the proposed rule change not become operative for 30 days after the 
date of the filing, such that the pilot can continue to operate without 
interruption.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\5\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. FINRA believes that the extension of the exemptive 
provision protects investors and the public because transactions will 
be reported, transparency will be maintained for these transactions, 
and NYSE's agreement to share data with FINRA allows FINRA, at this 
time, to conduct surveillance in the corporate debt securities market.
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    \5\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in 
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

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange represented that the proposed rule change qualifies 
for immediate effectiveness pursuant to Section 19(b)(3)(A) of the 
Exchange Act \6\ and Rule 19b-4(f)(6) thereunder \7\ because it: (i) 
Does not significantly affect the protection of investors or the public 
interest; (ii) does not impose any significant burden on competition; 
and (iii) by its terms, does not become operative for 30 days from the 
date on which it was filed, or such shorter time as the Commission may 
designate if consistent with the protection of investors and the public 
interest.\8\
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(6).
    \8\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to submit to the Commission written 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. The 
Commission has waived the five-day pre-filing period in this case.
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    The Exchange has requested that the Commission waive the 30-day 
operative delay, so that the proposed rule change may become operative 
upon filing. The Commission hereby grants the Exchange's request.\9\ 
The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public

[[Page 2741]]

interest by allowing the continuation of the pilot program without 
interruption while permitting FINRA and NYSE to further assess the 
effects of the current exemption issues regarding the consolidation of 
market data, market surveillance, and price transparency.
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    \9\ For the purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend 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. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an e-mail to <a href="/cdn-cgi/l/email-protection#087a7d646d256b6765656d667c7b487b6d6b266f677e"><span class="__cf_email__" data-cfemail="2351564f460e404c4e4e464d5750635046400d444c55">[email protected]</span></a>. Please include 
File Number SR-FINRA-2011-002 on the subject line.

Paper Comments

    <bullet> 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-FINRA-2011-002. 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 Web site 
viewing and printing 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 also will be 
available for inspection and copying at the principal office of FINRA. 
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-FINRA-2011-002 
and should be submitted on or before February 4, 2011.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-668 Filed 1-13-11; 8:45 am]
BILLING CODE 8011-01-P


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