9262 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 60860 

(October 21, 2009), 74 FR 55600 (‘‘Notice’’). 

4See infra note 13. 

5See letter from Sharon Zackula, Associate Vice 

President and Associate General Counsel, FINRA, to 

Elizabeth M. Murphy, Secretary, Commission, dated 

December 22, 2009 (‘‘FINRA Letter’’). 

6See infra Section III. 

7See Securities Exchange Act Release No. 60726 

(September 28, 2009), 74 FR 50991 (October 2, 

2009) (approving SR–FINRA–2009–010). 

8See Amendment No. 1, infra Section III. 

9See id. 

10See id. 

11See id. 

12See id. 

certain off-site evaluation measures for 

other SBA Lenders. 

Examples of other overriding factors 

that may be considered include, but are 

not limited to: enforcement or other 

actions of regulators or other authorities, 

including, but not limited to, Cease & 

Desist orders by federal financial 

regulators; early loan default trends; 

purchase rate or projected purchase rate 

trends; abnormally high default, 

purchase or liquidation rates; denial of 

liability occurrences; lending 

concentrations; rapid growth of SBA 

lending; net yield rate significantly 

worse than average; and inadequate, 

incomplete, or untimely reporting to 

SBA or inaccurate submission of 

required fees to SBA. 

In conclusion, industry best practices 

and changes in the SBA portfolio, 

programs, and available data necessitate 

that SBA’s risk rating model be 

periodically redeveloped. This notice 

marks the first redevelopment of SBA’s 

risk rating model. In addition to the 

redevelopment, SBA has and will 

continue to perform annual validation 

testing on the calculated composite risk 

ratings, and will further refine the 

model as necessary to maintain or 

possibly improve the predictability of 

its risk scoring. 

Authority: 15 U.S.C. 634(b)(7), and 15 

U.S.C. 687(f). 

Karen G. Mills, 

Administrator. 

[FR Doc. 2010–4266 Filed 2–26–10; 8:45 am] 

BILLING CODE 8025–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61566; File No. SR–FINRA– 

2009–065] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Amendment No. 1 and Order Granting 

Accelerated Approval of a Proposed 

Rule Change, as Modified by 

Amendment No. 1 Thereto, To Require 

the Reporting of Transactions in 

Asset-Backed Securities to TRACE 

February 22, 2010. 

I. Introduction 

On October 1, 2009, the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) filed with the Securities and 

Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’), pursuant to Section 

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

of 1934 (the ‘‘Act’’)1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

designate asset-backed securities, 

mortgage-backed securities, and other 

similar securities (collectively, ‘‘AssetBacked Securities’’) as eligible for the 

Trade Reporting and Compliance Engine 

(‘‘TRACE’’), and to establish reporting, 

fee, and other requirements relating to 

such securities. The proposed rule 

change was published for comment in 

the Federal Register on October 28, 

2009.3 The Commission received four 

comments in response to the proposal.4

On December 22, 2009, FINRA 

responded to the comments 5 and on 

January 19, 2010, FINRA filed 

Amendment No. 1 to the proposal.6 The 

Commission is publishing this notice 

and order to solicit comments on 

Amendment No. 1 and to approve the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

II. Description of the Proposal 

FINRA utilizes TRACE to collect from 

its members and publicly disseminate 

information on secondary over-thecounter transactions in corporate debt 

securities and, pursuant to a recent rule 

change to the Rule 6700 Series,7 Agency 

Debt Securities and certain primary 

market transactions. In this proposal, 

FINRA has proposed to expand TRACE 

to include the reporting (but not public 

dissemination) of Asset-Backed 

Securities. Specifically, the proposed 

rule change would: 

(1) In Rule 6710, amend the defined 

terms (a) ‘‘TRACE–Eligible Security’’ to 

include Asset-Backed Securities; (b) 

‘‘Reportable TRACE Transaction’’ to 

include specific requirements regarding 

certain Asset-Backed Securities; (c) 

‘‘Agency Debt Security’’ to incorporate 

new defined terms; (d) ‘‘TRACE System 

Hours’’ to transfer the defined term from 

Rule 6730(a) to Rule 6710(bb); and (e) 

‘‘Asset-Backed Security’’ to clarify that 

the definition included a residual 

tranche of an Asset-Backed Security; 8

(2) To Rule 6710, add the defined 

terms, ‘‘Sponsor,’’ ‘‘Issuing Entity,’’ 

‘‘TBA,’’ ‘‘Agency Pass-Through 

Mortgage-Backed Security,’’ ‘‘Factor,’’ 

‘‘Specified Pool Transaction,’’ 

‘‘Stipulation Transaction,’’ ‘‘Dollar Roll,’’ 

and ‘‘Remaining Principal Balance’’; 

(3) Amend the definitions of ‘‘List or 

Fixed Offering Price Transaction’’ and 

‘‘Takedown Transaction’’ in Rule 

6710(q) and Rule 6710(r), respectively, 

to exclude from those defined terms 

transactions in any type of Asset-Backed 

Security; 

(4) In Rule 6710(y), amend the 

defined term ‘‘Stipulation Transaction’’ 

to delete the condition relating to the 

settlement of transactions not in 

conformity with certain uniform 

practices established as ‘‘good delivery’’; 

(5) In Rule 6710(w), amend the 

defined term ‘‘Factor’’; 9

(6) In Rule 6730, require the reporting 

of Asset-Backed Securities transactions; 

(7) In Rule 6730(a)(6)(A), and for a 

six-month pilot period, establish the 

reporting period for Asset-Backed 

Securities transactions to no later than 

T + 1 during TRACE System Hours;10

(8) In Rule 6730(d)(1), amend the 

requirement that a member input a 

commission stated in points per bond, 

and instead require reporting of the total 

dollar amount of a commission; 

(9) In Rule 6730(d)(2), modify the 

manner that a member reports the 

Factor to require a member to report the 

Factor only if the Factor used is not the 

current most publicly available Factor 

for the Asset-Backed Security; 

(10) In Rule 6730(d)(4)(B), add 

subparagraphs (i) and (ii) and, in 

subparagraph (ii), require members to 

report, for all transactions in AssetBacked Securities, the actual date of 

settlement and indicate if the 

transaction will or will not settle 

‘‘regular way’’;11

(11) In Rule 6750, provide that 

information on a transaction in a 

TRACE–Eligible Security that is an 

Asset-Backed Security will not be 

disseminated; 

(12) In Rule 6760, require a member 

that is a Sponsor or an Issuing Entity of 

an Asset-Backed Security to provide the 

required notice to FINRA, and modify 

the notification requirements to accept a 

mortgage pool number in certain 

circumstances; 

(13) In Rule 7730, establish reporting 

fees for transactions in Asset-Backed 

Securities that are TRACE–Eligible 

Securities at the same rates in effect for 

transactions in corporate debt 

securities;12 and 

(14) In Rule 6700 Series, incorporate 

certain technical, administrative, and 

clarifying changes. 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 9263 

13See letter from Beth N. Lowson, The Nelson 

Law Firm, LLC, dated November 13, 2009 (‘‘Nelson 

Letter’’); letter from Willard Stein, Ph.D., CFA, dated 

November 15, 2009 (‘‘Stein Letter’’); letter from John 

Hogue, Associate Portfolio Manager, Alexandria 

Capital Management Inc., dated November 17, 2009 

(‘‘Hogue Letter’’); and letter from George P. Miller, 

Executive Director, American Securitization Forum 

and Randolph C. Snook, Senior Managing Director 

and Executive Vice President, Securities Industry 

and Financial Markets Association, dated 

November 18, 2009 (‘‘SIFMA–ASF Letter’’) 

(collectively, the ‘‘Comment Letters’’). 

14See Nelson Letter (expressing strong support 

for increased price transparency); Stein Letter 

(supporting FINRA’s proposal to designate AssetBacked Securities as TRACE-eligible); Hogue Letter 

(stating that adding Asset-Backed Securities to the 

TRACE systems is a positive development); 

SIFMA–ASF Letter (stating that improvements to 

the transparency of structured finance products and 

markets are a necessary component to broad-based 

economic recovery). 

15See Stein Letter; Nelson Letter. 

16See SIFMA–ASF Letter at 2–3, 11–12. 

17See FINRA Letter at 3–4. 

18See Stein Letter; Hogue Letter. FINRA Rule 

6730(a) currently provides that all transactions in 

TRACE–Eligible Securities must be reported within 

15 minutes of the time of execution, with certain 

exceptions for trades executed during non-TRACE 

System Hours. Rule 6730(a)(1) through (4) provides 

exceptions to the standard 15-minute reporting 

requirement if a member executes a transaction 

after or before TRACE System Hours or less than 15 

minutes before the TRACE system closes. 19See Hogue Letter. 20See SIFMA–ASF Letter at 6. 21See Amendment No. 1; FINRA Letter at 2–3. 22Rule 6730(a)(5) allows for an extended 

reporting period (until T+1) for ‘‘List or Fixed 

Offering Price Transaction’’ and ‘‘Takedown 

Transactions.’’ In this proposal, FINRA excluded 

Asset-Backed Securities from the definitions of List 

or Fixed Offering Price Transaction and Takedown 

Transaction. Therefore, upon the expiration of the 

pilot period, such transactions in Asset-Backed 

Securities would be required to be reported in 

accordance with the original proposal—i.e., by the 

close of business on the date of trade (‘‘T’’), and for 

transactions executed after 5 p.m. ET, to the close 

of business on T+1. In contrast, any other List or 

Fixed Offering Price Transactions and Takedown 

Transactions would continue to be subject to T+1 

reporting under Rule 6730(a)(5). 

23See FINRA Letter at 2. 

24See SIFMA–ASF Letter at 5. 

25See FINRA Letter at 6. 

26See SIFMA–ASF Letter at 9–10. 

27See FINRA Letter at 8. 

28See SIFMA–ASF Letter at 3–6. 

29See FINRA Letter at 6. 

30See SIFMA–ASF Letter at 10. 

III. Summary of Comments and 

Amendment No. 1 

The Commission received four 

comments on the proposed rule 

change,13 all of which generally 

supported the proposal.14

However, two commenters argued 

that FINRA’s proposal did not go far 

enough, and recommended that FINRA 

also disseminate information about 

transactions in Asset-Backed 

Securities.15 In contrast, a third 

commenter supported FINRA’s decision 

not to disseminate such information at 

the present time, and urged FINRA to 

study data collected on Asset-Backed 

Securities before making any 

determination regarding 

dissemination.16 FINRA agreed with the 

third commenter and stated that the 

information on Asset-Backed Securities 

transactions should be collected and 

analyzed before it makes a decision 

regarding dissemination. FINRA added 

that, if it determines that the trading 

data provide a reasonable basis to seek 

dissemination of transaction 

information on Asset-Backed Securities, 

market participants and the public 

would have an opportunity to comment 

on a proposed rule change at that 

time.17

Two commenters expressed concern 

about FINRA’s proposal to allow reports 

to be made by the close of business on 

the date of trade (‘‘T’’), and for 

transactions executed after 5 p.m. 

Eastern Time (‘‘ET’’), to the close of 

business on T+1.18 One of those 

commenters stated that the addition of 

Asset-Backed Securities to the TRACE 

system is a positive development, but 

questioned the usefulness of data that is 

not reported until T+1.19 A third 

commenter requested that FINRA 

extend the proposed reporting period 

for Asset-Backed Securities to the close 

of business on T+1 for all transactions, 

given the operational complexity of 

reporting such securities.20 FINRA 

responded by proposing, in Amendment 

No. 1, for a six-month pilot period, to 

extend the reporting period for all 

transactions in Asset-Backed Securities 

to no later than T+1 during TRACE 

system hours.21 Upon expiration of the 

pilot program, the reporting 

requirements would revert to the period 

originally proposed.22 FINRA also 

stated that, because the data are not 

subject to dissemination, allowing 

addition time for the reporting of AssetBacked Securities transactions does not 

impact transparency.23

One comment letter, submitted jointly 

by the American Securitization Forum 

and the Securities Industry and 

Financial Markets Association 

(‘‘SIFMA–ASF’’), raised a number of 

operational and technical issues. 

SIFMA–ASF noted, for example, that 

many Asset-Backed Securities do not 

have CUSIP numbers, and questioned 

how members could meet their 

reporting obligations for such 

securities.24 In response, FINRA stated 

that it is working to develop a process 

for the efficient and timely 

identification of such securities and to 

provide a non-CUSIP security identifier 

when necessary.25 Additionally, 

SIFMA–ASF requested that FINRA 

update and maintain the TRACE Issue 

Master File with information for all 

available Asset-Backed Securities, 

including Factor information in the 

TRACE system, prior to implementing 

its proposed rule change.26 In response, 

FINRA agreed that, to facilitate and 

reduce reporting and notification 

burdens to its members, it will obtain 

security information to update the 

TRACE Issue Master file prior to 

implementation of reporting 

requirements.27

SIFMA–ASF suggested that FINRA 

modify the proposed requirement that a 

member report the specific Factor used 

to price an Asset-Backed Security 

transaction, recommending instead that 

FINRA obtain and maintain Factor 

information from master data files that 

are commercially available.28 FINRA 

agreed with this comment and amended 

the proposal accordingly, and also 

proposed to add a sentence clarifying a 

member’s reporting obligation for AssetBacked Securities that are not priced 

using a Factor. 

In the initial filing, FINRA proposed 

amendments regarding reporting the 

days to settlement. Specifically, FINRA 

proposed that: (1) For a transaction in 

an Agency Pass-Through MortgageBacked Security, no settlement-related 

indicator or modifier stating the number 

of days to settlement would be required 

in the transaction report if the 

settlement would be done in conformity 

with the uniform practices established 

as ‘‘good delivery’’ for such transactions 

on the next occurring monthly 

settlement date for such securities; and 

(2) for all other Asset-Backed Securities 

transactions, including transactions in 

Agency Pass-Through Mortgage-Backed 

Securities transactions not included in 

(1) above, members would report the 

number of days to settlement (e.g., 

‘‘.s45,’’ for a settlement scheduled to 

occur 45 days following execution). 

SIFMA–ASF suggested that FINRA 

amend these provisions to require 

members to report the actual date of 

settlement for all transactions in AssetBacked Securities, rather than modifiers 

such as ‘‘regular way’’ or ‘‘.sNN.’’ FINRA 

agreed with this comment29 and 

proposed new rule text in Amendment 

No. 1 to effect this change. 

SIFMA–ASF further requested that 

FINRA phase in compliance for the new 

reporting requirements, making 

secondary market trades in AssetBacked Securities reportable first, 

followed by primary market trades after 

six months.30 FINRA disagreed with this 

suggestion and stated that, if it delayed 

implementation of the requirement for 

primary market reporting, it would not 

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9264 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 

31See FINRA Letter at 7. 

32See SIFMA–ASF Letter at 7. 

33See FINRA Letter at 8. 

34See SIFMA–ASF Letter at 11. 

35See FINRA Letter at 9. 

36See supra note 22. 

37See Securities Exchange Act Release No. 60726 

(September 28, 2009), 74 FR 50991 (October 2, 

2009) (approving SR–FINRA–2009–010); FINRA 

Regulatory Notice 09–57 (September 2009) (stating 

that the rule text of SR–FINRA–2009–010 becomes 

effective March 1, 2010); Securities Exchange Act 

Release No. 61012 (November 16, 2009), 74 FR 

61189 (November 23, 2009) (approving SR–FINRA– 

2007–006). FINRA will publish a Regulatory Notice 

announcing the effective date of SR–FINRA–2007– 

006, which shall be a day shortly following the 

effective date of SR–FINRA–2009–010. 

38 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

39 15 U.S.C. 78o–3(b)(6). 

40See Securities Exchange Act Release No. 43873 

(January 23, 2001) 66 FR 8131, 8136 (January 29, 

2001). 

41 15 U.S.C. 78o–3(b)(6). 

42See Amendment No. 1. 

be aware of Asset-Backed Securities 

sold into the market during that period. 

FINRA further stated that its approach 

eliminates the implementation issue 

associated with determining if a 

transaction is a primary or secondary 

market transaction.31

Additionally, SIFMA–ASF requested 

that FINRA follow the approach where 

changes to several fields in customer 

transaction are separately classified as 

‘‘amendments’’ rather than ‘‘late trades’’ 

to avoid penalizing broker-dealers for 

facilitating legitimate modifications to 

customer transactions that may occur in 

the normal course of business or that are 

the result of factors beyond their 

control.32 In response, FINRA stated 

that amended transaction reports are 

generally not required when 

modifications occur relating to delivery 

of assets or collateral or to settlement of 

a transaction.33 SIFMA–ASF further 

asked that FINRA consider the 

additional costs to members for 

complying with the new reporting 

requirements and suggested eliminating 

the fees for modifying TRACE 

transaction reports.34 FINRA responded 

that it is premature to consider any fee 

adjustments, as FINRA may incur 

greater costs in overseeing the market in 

light of the new data generated by 

reporting of transactions in AssetBacked Securities.35

In Amendment No. 1, FINRA also 

made certain changes to the proposed 

rule text independent of any issues 

raised by commenters. FINRA 

determined that neither Rule 

6730(a)(5) 36 nor the fee relief in Rule 

7730(b)(1)(C) should apply to new issue 

Asset-Backed Securities, and in 

Amendment No. 1, FINRA proposed 

changes to certain rule text to effect this 

determination. Specifically, in 

Amendment No. 1, FINRA amended the 

definitions ‘‘List or Fixed Offering Price 

Transaction’’ in proposed Rule 6710(q) 

and ‘‘Takedown Transaction’’ in 

proposed Rule 6710(r) to exclude from 

such defined terms transactions in any 

type of Asset-Backed Security. As a 

result of this change, members will be 

required to pay reporting fees for all 

primary market transactions in AssetBacked Securities, as no new issue 

transactions in Asset-Backed Securities 

would be eligible for the fee relief set 

forth in Rule 7730(b)(1)(C), which 

applies only to transactions that are a 

‘‘List or Fixed Offering Price 

Transaction’’ or a ‘‘Takedown 

Transaction.’’ 

Rule 6730(d)(1) currently requires a 

member to report a commission stated 

in points per bond. However, 

recognizing that many Asset-Backed 

Securities do not have par or principal 

values of $1,000, FINRA is proposing in 

Amendment No. 1 to amend Rule 

6730(d)(1) to require members to input 

the total dollar amount of a commission 

when reporting a transaction in an 

Asset-Backed Security, rather than 

stating the commission in points per 

bond. 

Amendment No. 1 also would delete 

references to uniform practices 

established as ‘‘good delivery’’ in the 

defined terms ‘‘TBA’’ in Rule 6710(u) 

and ‘‘Stipulation Transaction’’ in Rule 

6710(y), and revise the defined term 

‘‘Factor’’ in Rule 6710(w). Also in 

Amendment No. 1, FINRA proposed to 

incorporate certain non-substantive, 

technical, clarifying, and formatting 

amendments in the Rule 6700 series and 

in Rule 7730. 

Finally, FINRA modified certain 

aspects of the proposed rule change to 

account for changes in the TRACE rules 

that had been approved recently by the 

Commission.37 FINRA also represented 

in Amendment No. 1 that, if the 

Commission approves SR–FINRA– 

2009–065, as amended, it undertakes 

not to not make this proposal effective 

until the rule changes from the two 

intervening filings have become 

effective. 

IV. Discussion 

After carefully considering the 

proposal and the comments submitted, 

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 association.38 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 15A(b)(6) of the Act,39

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 Commission does 

not believe that the comments raise any 

issue that would preclude approval of 

the proposal. 

Prior to TRACE’s implementation, the 

NASD (FINRA’s predecessor) did not 

have routine access to comprehensive 

transaction information for the over-thecounter corporate bond market, even 

though the NASD bore responsibility for 

surveilling and regulating that market. 

In originally approving TRACE, the 

Commission stated that obtaining such 

information to better conduct market 

surveillance was a fundamental means 

of promoting fairness and confidence in 

U.S. capital markets.40 Similarly, with 

respect to the over-the-counter market 

for Asset-Backed Securities, FINRA 

currently does not possess the 

comprehensive transaction information 

that would help it carry out its statutory 

duties to regulate this market. The 

Commission believes, therefore, that it 

is reasonable and consistent with the 

Act for FINRA to expand TRACE to 

designate Asset-Backed Securities as 

TRACE-Eligible Securities, and to 

establish reporting, fee, and other 

requirements relating to such securities 

in the manner set forth in the proposal. 

Expanding TRACE to include AssetBacked Securities is reasonably 

designed to help FINRA fulfill its 

mandate in Section 15A(b)(6) of the 

Act 41 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 Commission acknowledges the 

potential for firms covered by these new 

reporting requirements to incur certain 

compliance burdens. However, the 

Commission believes that any such 

burdens are justified by the overall 

benefits of regulators having access to 

more comprehensive trade information 

in the fixed income markets. The 

Commission notes that FINRA has 

proposed, for a six-month pilot period, 

a T+1 reporting period for Asset-Backed 

Securities, rather than a same-day 

reporting period as originally 

proposed.42 The Commission believes 

that this modification is reasonably 

designed to ease the compliance 

burdens on those affected by the 

proposal without significantly 

compromising FINRA’s ability to obtain 

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Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 9265 

43 15 U.S.C. 78o–3(b)(5). 

44The Commission notes that, because 

transaction information regarding Asset-Backed 

Securities will not be disseminated, FINRA has not 

proposed any market data fees for this information 

at this time. 

45 15 U.S.C. 78s(b)(2). 46 15 U.S.C. 78s(b)(2). 

47 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. 

comprehensive transaction information 

regarding the market for Asset-Backed 

Securities. 

The Commission notes that FINRA 

has not proposed to publicly 

disseminate any transaction information 

relating to Asset-Backed Securities at 

this time. FINRA believes that 

information on Asset-Backed Securities 

transactions should be collected and 

analyzed before making any decision 

regarding the utility of such information 

for transparency purposes or the 

consequences of dissemination on this 

market. FINRA has stated that, after a 

period of study, it would file a proposed 

rule change if it determined that its 

study of the trading data provides a 

reasonable basis to seek dissemination 

of transaction information on AssetBacked Securities. The Commission has 

historically been supportive of efforts to 

improve post-trade transparency in the 

fixed income markets and encourages 

FINRA to carry out that study. 

The Commission further finds that the 

proposed fees set forth in Rule 7730 for 

the reporting of transactions in AssetBacked Securities are consistent with 

Section 15A(b)(5) of the Act,43 which 

requires, among other things, that 

FINRA rules provide for the equitable 

allocation of reasonable dues, fees, and 

other charges among members and 

issuers and other persons using any 

facility or system that FINRA operates 

or controls.44

V. Accelerated Approval 

The Commission finds good cause, 

pursuant to Section 19(b)(2) of the 

Act,45 for approving the proposed rule 

change, as modified by Amendment No. 

1 thereto, prior to the 30th day after the 

date of publication of the amended 

proposal in the Federal Register. The 

changes proposed in Amendment No. 1 

are minor and technical in nature or are 

designed to respond to specific concerns 

raised by commenters. Accordingly, the 

Commission finds that good cause exists 

to approve the proposal, as modified by 

Amendment No. 1, on an accelerated 

basis. 

VI. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether Amendment No. 1 to 

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–2009–065 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–2009–065. 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 will 

also 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 No. 

SR–FINRA–2009–065 and should be 

submitted on or before March 22, 2010. 

VII. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,46 that the 

proposed rule change (SR–FINRA– 

2009–065), as modified by Amendment 

No.1, be, and hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.47

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4067 Filed 2–26–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61571; File No. SR– 

NYSEAmex–2010–09] 

Self-Regulatory Organizations; NYSE 

Amex LLC; Notice of Filing of 

Proposed Rule Change Amending Its 

Trust Unit Rules and Proposing the 

Listing of the Nuveen Diversified 

Commodity Fund 

February 23, 2010. 

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 January 

29, 2010, NYSE Amex LLC (the 

‘‘Exchange’’ or ‘‘NYSE Amex’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory 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 

NYSE Amex proposes to amend NYSE 

Amex Rule 1600 et seq., to provide that 

the issuers of Trust Units listed 

thereunder may invest directly in 

commodities and commodity 

derivatives rather than solely in the 

assets of a trust, partnership, limited 

liability company, corporation or other 

similar entity constituted as a 

commodity pool that holds such 

investments. Other minor changes are 

also made to conform to changes made 

to other NYSE Amex rules. Pursuant to 

these rules, the Exchange proposes to 

list and trade shares of the Nuveen 

Diversified Commodity Fund. The text 

of the proposed rule change is available 

at the Exchange, the Commission’s 

Public Reference Room, and http:// 

www.nyse.com. 

mstockstill on DSKH9S0YB1PROD with NOTICES