Federal Register / Vol. 77, No. 13 / Friday, January 20, 2012 / Notices 3027 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(4). 

8 15 U.S.C. 78s(b)(3)(A)(ii). 

9 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). 

is incurred by the Exchange, as 

explained herein. 

As with all fees, the Exchange may 

adjust these Routing Fees in response to 

competitive conditions by filing a new 

proposed rule change. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 6

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 7 in particular, 

in that it is an equitable allocation of 

reasonable fees and other charges among 

Exchange members. 

The Exchange believes that this fee is 

reasonable because it seeks to recoup 

costs that are incurred by the Exchange 

when routing Customer and 

Professional orders to BATS on behalf of 

its members. Each destination market’s 

transaction charge varies and there is a 

standard clearing charge for each 

transaction incurred by the Exchange. 

The Exchange believes that the 

proposed Routing Fee would enable the 

Exchange to recover the customer and 

professional taker fees assessed by 

BATS, plus clearing fees for the 

execution of Customer and Professional 

orders. The Exchange also believes that 

the proposed Routing Fee is equitable 

and not unfairly discriminatory because 

it would be uniformly applied to all 

Customers and Professionals. 

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 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 either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.8 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 email to rulecomments@sec.gov. Please include File 

No. SR–Phlx–2012–01 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 

No. SR–Phlx-2012–01. This file number 

should be included on the subject line 

if email 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 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 

available publicly. All submissions 

should refer to File No. SR–Phlx–2012– 

01 and should be submitted on or before 

February 10, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–1035 Filed 1–19–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66156; File No. SR–FINRA– 

2012–004] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Extend to January 17, 

2013 the Implementation of FINRA Rule 

0180 (Application of Rules to SecurityBased Swaps) 

January 13, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’ or ‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that on January 13, 2012, 

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 to extend to 

January 17, 2013 the implementation of 

FINRA Rule 0180 (Application of Rules 

to Security-Based Swaps). FINRA Rule 

0180, filed for immediate effectiveness 

by FINRA on July 8, 2011, will expire 

on January 17, 2012. FINRA Rule 0180 

temporarily limits, with certain 

exceptions, the application of FINRA 

rules with respect to security-based 

swaps. 


wreier-aviles on DSK5TPTVN1PROD with NOTICES
3028 Federal Register / Vol. 77, No. 13 / Friday, January 20, 2012 / Notices 

4Public Law 111–203, 124 Stat. 1376 (2010). 

5The terms ‘‘swap’’ and ‘‘security-based swap’’ 

are defined in Sections 721 and 761 of the DoddFrank Act. The Commission and the CFTC jointly 

have proposed to further define these terms. See 

Securities Exchange Act Release No. 64372 (Apr. 

29, 2011), 76 FR 29818 (May 23, 2011) (Further 

Definition of ‘‘Swap,’’ ‘‘Security-Based Swap,’’ and 

‘‘Security-Based Swap Agreement’’; Mixed Swaps; 

Security-Based Swap Agreement Recordkeeping); 

Securities Exchange Act Release No. 63452 (Dec. 7, 

2010), 75 FR 80174 (Dec. 21, 2010) (Further 

Definition of ‘‘Swap Dealer,’’ ‘‘Security-Based Swap 

Dealer,’’ ‘‘Major Swap Participant,’’ ‘‘Major 

Security-Based Swap Participant’’ and ‘‘Eligible 

Contract Participant’’). 

6See, e.g., Sections 712 and 763 of the DoddFrank Act. 

7The Dodd-Frank Act provides that if a Title VII 

provision requires a rulemaking, the provision will 

go into effect ‘‘not less than’’ 60 days after the 

publication of the related final rule or on July 16, 

2011, whichever is later. See Sections 754 and 774 

of the Dodd-Frank Act. 

8See, e.g., Securities Exchange Act Release No. 

64678 (June 15, 2011), 76 FR 36287 (June 22, 2011). 

9See Securities Exchange Act Release No. 64795 

(July 1, 2011) (Order Granting Temporary 

Exemptions) (the ‘‘Exemptive Release’’). 

10See Exchange Act Section 3(a)(10) (15 U.S.C. 

78c(a)(10)), as revised by Section 761 of the DoddFrank Act. 

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 members, 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). 

12See Securities Exchange Act Release No. 64884 

(July 14, 2011), 76 FR 42755 (July 19, 2011) (Notice 

of Filing and Immediate Effectiveness of Proposed 

Rule Change; File No. SR–FINRA–2011–033). 

13FINRA noted that in the Exemptive Release, the 

Commission stated that the relief it is granting is 

targeted and does not include, for instance, relief 

from the Act’s antifraud and anti-manipulation 

provisions. FINRA also has noted that FINRA Rule 

0180 is similarly targeted. For instance, paragraph 

(a) of FINRA Rule 0180 provides that FINRA rules 

shall not apply to members’ activities and positions 

with respect to security-based swaps, except for 

FINRA Rules 2010, 2020, 3310 and 4240. See also 

paragraphs (b) and (c) of FINRA Rule 0180 

(addressing the applicability of additional rules) 

and SR–FINRA–2011–033. 

14 15 U.S.C. 78o–3(b)(6). 

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. 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 July 21, 2010, President Obama 

signed into law the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act (the ‘‘Dodd-Frank Act’’),4 Title VII 

of which established a comprehensive 

new regulatory framework for swaps 

and security-based swaps. The new 

legislation was intended among other 

things to enhance the authority of 

regulators to implement new rules 

designed to reduce risk, increase 

transparency, and promote market 

integrity with respect to such products. 

Generally, the Dodd-Frank Act provides 

that the Commodity Futures Trading 

Commission (‘‘CFTC’’) will regulate 

‘‘swaps’’ and the SEC will regulate 

‘‘security-based swaps.’’ 5 The DoddFrank Act contemplates certain selfregulatory organization responsibilities 

in this area as well.6

Title VII of the Dodd-Frank Act 

generally became effective on July 16, 

2011 (360 days after the enactment of 

the Dodd-Frank Act, i.e. the ‘‘Effective 

Date’’), unless a provision requires a 

rulemaking.7 The Commission has taken 

a number of actions in furtherance of 

Title VII, including the issuance of a 

release to provide guidance in 

connection with the effectiveness of 

Exchange Act provisions related to 

security-based swaps added by subtitle 

B of Title VII (which generally creates, 

and relates to, the regulatory regime for 

security-based swaps), and to provide 

temporary exemptions in connection 

with certain of those provisions.8

Among these actions, the Commission 

has provided certain temporary 

exemptions 9 to address the expansion, 

pursuant to Title VII, of the Act’s 

definition of ‘‘security’’ to expressly 

encompass security-based swaps.10

FINRA noted that in this Exemptive 

Release, the Commission stated that the 

expansion of the Act’s definition of 

‘‘security’’ raises certain complex issues 

of interpretation, including issues as to 

the application of those provisions to 

registered broker-dealers. The 

Commission further stated that, absent 

additional time to analyze those issues, 

and to consider whether to provide 

interpretive or operational guidance, 

these changes may lead to unnecessary 

market uncertainty. The Commission 

also determined that it is appropriate to 

provide market participants with 

additional time to consider the potential 

impact on their businesses and the 

interpretive questions raised, and to 

provide the Commission with any 

related requests for guidance or relief, 

along with the underlying analysis. 

Because the Act’s expanded definition 

of ‘‘security’’ has similar implications 

for numerous provisions under FINRA 

rules,11 on July 8, 2011, FINRA filed for 

immediate effectiveness FINRA Rule 

0180,12 which, with certain exceptions, 

is intended to temporarily limit the 

application of FINRA rules with respect 

to security-based swaps.13

FINRA believes it is appropriate to 

extend FINRA Rule 0180 for a limited 

period, to January 17, 2013, pending the 

final implementation of new rules and 

guidance that would provide greater 

regulatory clarity in relation to securitybased swap activities, so as to provide 

relief from certain FINRA requirements 

and thereby help avoid undue market 

disruptions resulting from the change to 

the definition of ‘‘security’’ under the 

Act. 

As noted in Item 2 of this filing, 

FINRA has filed the proposed rule 

change for immediate effectiveness and 

has requested that the SEC waive both 

the requirement that the proposed rule 

be filed at least five (5) days in advance 

and the requirement that any change not 

become operative for 30 days after the 

date of the filing, such that FINRA can 

implement the proposed rule change 

immediately and prevent FINRA Rule 

0180 from lapsing. The proposed rule 

change will expire on January 17, 2013. 

FINRA will amend the expiration date 

of FINRA Rule 0180 in subsequent 

filings as necessary such that the 

expiration date will be coterminous 

with the termination of relevant 

provisions of the SEC’s Exemptive 

Release. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act,14 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 

proposed rule change would further the 

purposes of the Act because, consistent 

with the goals set forth by the 

Commission when it issued the 

Exemptive Release, the proposed rule 


wreier-aviles on DSK5TPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 13 / Friday, January 20, 2012 / Notices 3029 

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

16 17 CFR 240.19b–4(f)(6). 

17 17 CFR 240.19b–4(f)(6)(iii). 

18 17 CFR 240.19b–4(f)(6). Rule 19b–4(f)(6)(iii) 

requires a self-regulatory organization to provide 

the Commission with 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. 

19For purposes only of waiving the operative 

delay for this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition and capital formation. See 

15 U.S.C. 78c(f). 20 17 CFR 200.30–3(a)(12). 

change will help to avoid undue market 

disruption resulting from the change to 

the definition of ‘‘security’’ under the 

Act. 

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 15 and Rule 19b– 

4(f)(6) thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6)16 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),17 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. 

FINRA has requested that the 

Commission waive both the 5-day 

advance filing requirement 18 and the 

30-day operative delay requirement so 

that the proposal may become operative 

upon filing. The Commission hereby 

grants both of those requests. The 

proposed rule is consistent with the 

goals set forth by the Commission when 

it issued the Exemptive Release and will 

help avoid undue market interruption 

resulting from the change to the 

definition of ‘‘security’’ under the Act, 

and it is consistent with the protection 

of investors and the public interest. 

Therefore, the Commission believes it is 

consistent with the protection of 

investors and the public interest to 

waive both the requirement that the 

proposed rule be filed at least five (5) 

days in advance and the 30-day 

operative delay requirement and 

designates the proposal as operative 

upon filing.19

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 email to rulecomments@sec.gov. Please include File 

Number SR–FINRA–2012–004 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–2012–004. This file 

number should be included on the 

subject line if email 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–2012–004 

and should be submitted on or before 

February 10, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–1036 Filed 1–19–12; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF TRANSPORTATION 

Federal Aviation Administration 

Twentieth Meeting: RTCA Special 

Committee 203, Unmanned Aircraft 

Systems 

AGENCY: Federal Aviation 

Administration (FAA), U.S. Department 

of Transportation (DOT). 

ACTION: Notice of RTCA Special 

Committee 203, Unmanned Aircraft 

Systems. 

SUMMARY: The FAA is issuing this notice 

to advise the public of the twentieth 

meeting of RTCA Special Committee 

203, Unmanned Aircraft Systems. 

DATES: The meeting will be held 

February 21–23, 2012, from 9 a.m.–5 

p.m. 

ADDRESSES: The meeting will be held at 

RTCA, Inc., 1150 18th Street NW., Suite 

910, Washington, DC 20036. 

FOR FURTHER INFORMATION CONTACT: The 

RTCA Secretariat, 1150 18th Street NW., 

Suite 910, Washington, DC, 20036, or by 

telephone at (202) 833–9339, fax at (202) 

833–9434, or Web site at 

http://www.rtca.org. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section 10(a)(2) of the Federal 

Advisory Committee Act (Pub. L. 92– 

463, 5 U.S.C., App.), notice is hereby 

given for a meeting of Special 


wreier-aviles on DSK5TPTVN1PROD with NOTICES