Federal Register / Vol. 76, No. 71 / Wednesday, April 13, 2011 / Notices 20759 

20 15 U.S.C. 78s(b)(2). 

21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4See Securities Exchange Act Release No. 63325 

(November 17, 2010), 75 FR 71479 (November 23, 

2010) (Order Approving File No. SR–FINRA–2010– 

039). 

5The current FINRA rulebook consists of (1) 

FINRA rules; (2) NASD rules; and (3) rules 

incorporated from NYSE (‘‘Incorporated NYSE 

rules’’) (together, the NASD Rules, and Incorporated 

NYSE Rules are referred to as the ‘‘Transitional 

Rulebook’’). While the NASD rules generally apply 

to all FINRA member firms, the Incorporated NYSE 

rules apply only to those members of FINRA that 

are also members of the NYSE (‘‘Dual Members’’). 

The FINRA rules apply to all FINRA member, 

unless such rules have a more limited application 

by their terms. For more information about the 

rulebook consolidation process, see Information 

Notice, March 12, 2008 (Rulebook Consolidation 

Process). 

6 15 U.S.C. 78o–3(b)(6). 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 240.19b–4(f)(6)(iii). Among other 

things, Rule 19b–4(f)(6)(iii) requires that a selfregulatory organization 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 notes that FINRA 

has satisfied the pre-filing notice requirement. 

existing practice and helps to promote 

a fair and efficient process for the 

resolution of claims. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,20 that the 

proposed rule change (SR–FINRA– 

2011–006), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–8896 Filed 4–12–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64260; File No. SR–FINRA– 

2011–016] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Delay the 

Implementation date of FINRA Rule 

2090 (Know Your Customer) and 

FINRA Rule 2111 (Suitability) 

April 8, 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 April 7, 

2011, 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 

substantially prepared by FINRA. 

FINRA has designated the proposed rule 

change as constituting a ‘‘noncontroversial’’ rule change under 

paragraph (f)(6) of Rule 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing a rule change to 

delay the implementation date for 

FINRA Rule 2090 (Know Your 

Customer) and FINRA Rule 2111 

(Suitability), as approved in SR–FINRA– 

2010–039, until July 9, 2012. 

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 

On November 17, 2010, the SEC 

approved FINRA’s proposal to adopt 

rules governing know-your-customer 

and suitability obligations 4 for the 

consolidated FINRA rulebook.5 On 

January 10, 2011, FINRA issued 

Regulatory Notice 11–02, which 

provided guidance regarding the new 

rules and announced an implementation 

date of October 7, 2011. Following SEC 

approval of the rules and publication of 

the Regulatory Notice, numerous firms 

requested that the approved rules’ 

implementation date be delayed to 

allow firms additional time to determine 

the types of systems and procedural 

changes they need to make, implement 

those changes, and educate associated 

persons and supervisors regarding 

compliance with the rules. FINRA is 

filing this rule change to move the 

implementation date for Rules 2090 and 

2111 from October 7, 2011, to July 9, 

2012, and has filed it as a ‘‘noncontroversial’’ rule change that is 

effective upon filing. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act,6 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. The proposed rule 

change furthers these purposes because 

it will allow firms to better prepare 

procedures and systems and better 

educate associated persons to comply 

with the requirements of these 

important rules. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 7 and Rule 19b– 

4(f)(6) thereunder.8

A proposed rule change filed under 

Rule 19b–4(f)(6) 9 normally may not 

become operative prior to 30 days after 

the date of filing. However, Rule 19b– 

4(f)(6)(iii) 10 permits the Commission to 

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20760 Federal Register / Vol. 76, No. 71 / Wednesday, April 13, 2011 / Notices 

11The current FINRA rulebook consists of (1) 

FINRA rules; (2) NASD rules; and (3) rules 

incorporated from NYSE (‘‘Incorporated NYSE 

rules’’) (together, the NASD Rules, and Incorporated 

NYSE Rules are referred to as the ‘‘Transitional 

Rulebook’’). While the NASD rules generally apply 

to all FINRA member firms, the Incorporated NYSE 

rules apply only to those members of FINRA that 

are also members of the NYSE (‘‘Dual Members’’). 

The FINRA rules apply to all FINRA members, 

unless such rules have a more limited application 

by their terms. For more information about the 

rulebook consolidation process, see Information 

Notice, March 12, 2008 (Rulebook Consolidation 

Process). 

12For the purposes only of waiving the operative 

date of this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 63207 

(October 28, 2010), 75 FR 67788. 

4See Securities Exchange Act Release No. 63508 

(December 9, 2010), 75 FR 78300 (December 15, 

2010). 

5See Letter from Edward H. Smith, Jr. to Florence 

E. Harmon, Deputy Secretary, Commission, dated 

January 18, 2011. 

6See Securities Exchange Act Release No. 63804 

(January 31, 2011), 76 FR 6506 (February 4, 2011). 

7 15 U.S.C. 78s(b)(2)(B)(ii)(I). 

8 15 U.S.C. 78s(b)(2)(B)(ii)(II). 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. 

Because FINRA is delaying the 

implementation of Rules 2090 and 2111 

only, FINRA requests that the 

Commission waive the 30-day operative 

delay so that this proposed rule change 

may become operative upon filing. 

SR–FINRA–2010–039 would amend 

and convert existing NYSE and NASD 

know your customer and suitability 

rules into the consolidated FINRA 

rulebook 11 and, to the extent 

implementation of SR–FINRA–2010– 

039 is postponed, FINRA members 

remain subject to those existing NYSE 

and NASD know-your-customer and 

suitability obligations. Further, the 

delay in the implementation date will 

allow firms additional time to better 

prepare procedures and systems and 

better educate associated persons and 

supervisors to comply with the 

requirements of new FINRA Rules 2090 

and 2111. For these reasons, the 

Commission believes it is consistent 

with the protection of investors and the 

public interest to waive the 30-day 

operative delay, and hereby grants such 

waiver.12

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 

• 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–FINRA–2011–016 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–FINRA–2011–016. 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 such 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–2011–016 and 

should be submitted on or before May 

4, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–8873 Filed 4–12–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64259; File No. SR– 

NASDAQ–2010–134] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Designation of Longer Time Period for 

Commission Action on Proceedings To 

Determine Whether To Approve or 

Disapprove Proposed Rule Change To 

Adopt Additional Criteria for Listing 

Commodity Stockpiling Companies 

That Have Indicated That Their 

Business Plan Is To Buy and Hold 

Commodities 

April 8, 2011. 

On October 15, 2010, The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’),1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

adopt additional criteria for listing 

commodity stockpiling companies 

(‘‘CSCs’’) that have indicated that their 

business plan is to buy and hold 

commodities. The proposed rule change 

was published for comment in the 

Federal Register on November 3, 2010.3

The Commission received no comments 

on the proposal. The Commission 

subsequently extended the time period 

in which to either approve the proposed 

rule change, disapprove the proposed 

rule change, or to institute proceedings 

to determine whether to disapprove the 

proposed rule change, to February 1, 

2011.4 The Commission received one 

comment letter on the proposal.5 On 

January 31, 2011, the Commission 

issued an order instituting proceedings 

to determine whether to disapprove the 

proposed rule change.6

Section 19(b)(2) of the Act 7 provides 

that not later than 180 days after the 

date of publication of notice of the filing 

of a proposed rule change, the 

Commission shall issue an order 

approving or disapproving the proposed 

rule change. Section 19(b)(2) of the Act 8

further provides that the Commission 

may extend the period for issuance of 

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