9468 Federal Register / Vol. 75, No. 40 / Tuesday, March 2, 2010 / Notices 

10 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. 

4See Securities Exchange Act Release No. 60933 

(November 4, 2009), 74 FR 58334 (November 12, 

2009) (order approving SR–FINRA–2008–067). 

FINRA also recently filed for immediate 

effectiveness to (i) adopt non-substantive technical 

changes to consolidated FINRA Rule 4521(d), and 

(ii) amend FINRA Incorporated NYSE Rule 312(g). 

See Securities Exchange Act Release No. 61408 

(January 22, 2010), 75 FR 4596 (January 28, 2010) 

(SR–FINRA–2010–004). See also SR–FINRA–2010– 

008, filed on February 4, 2010. These changes are 

incorporated in this rule filing. 

5See FINRA Regulatory Notice 09–71 (December 

7, 2009). 

6As provided in paragraph 2(b) of the 17d–2 

Agreement, FINRA and NYSE will amend the list 

of Common Rules to conform to the rule changes 

proposed herein. 

7 15 U.S.C. 78a, et seq. 

8See Securities Exchange Act Release Nos. 56148 

(July 26, 2007), 72 FR 42146 (August 1, 2007) (order 

approving the 17d–2 Agreement); 56147 (July 26, 

2007), 72 FR 42166 (August 1, 2007) (SR–NASD– 

2007–054) (order approving the incorporation of 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–BX–2010–015. 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 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–BX–2010–015 and should 

be submitted on or before March 23, 

2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4234 Filed 3–1–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61556; File No. SR– 

NYSEAmex–2010–13] 

Self-Regulatory Organizations; Notice 

of Filing and Order Granting 

Accelerated Approval of Proposed 

Rule Change by NYSE Amex LLC 

Changing Certain NYSE Amex Equities 

Rules To Correspond With Rule 

Changes Filed by the Financial 

Industry Regulatory Authority, Inc. 

February 22, 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 February 

16, 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 and to 

approve the proposal on an accelerated 

basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes changes to 

certain NYSE Amex Equities Rules to 

correspond with rule changes filed by 

the Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) and approved 

by the Commission.4 The Exchange 

proposes to apply these changes 

retroactively to February 8, 2010. 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 

Exchange 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

changes is to adopt changes to certain 

NYSE Amex Equities Rules to 

correspond with rule changes filed by 

FINRA and approved by the 

Commission. The Exchange proposes to 

apply these changes retroactively to 

February 8, 2010, the same effective 

date for FINRA’s rule changes.5 The 

Exchange states that making the 

proposed rule change retroactive to 

February 8, 2010 would ensure that the 

proposed rule changes are operative and 

effective at the same time as FINRA’s 

rule changes, that there are no 

regulatory gaps between the FINRA and 

Exchange Rules and that, as applicable, 

Exchange Rules maintain their status as 

Common Rules under the 17d–2 

Agreement.6

Background 

On July 30, 2007, FINRA’s 

predecessor, the National Association of 

Securities Dealers, Inc. (‘‘NASD’’), and 

NYSE Regulation, Inc. (‘‘NYSER’’) 

consolidated their member firm 

regulation operations into a combined 

organization, FINRA. Pursuant to Rule 

17d–2 under the Act,7 the New York 

Stock Exchange LLC (‘‘NYSE’’), NYSER 

and FINRA entered into an agreement 

(the ‘‘17d–2 Agreement’’) to reduce 

regulatory duplication for their 

members by allocating to FINRA certain 

regulatory responsibilities for certain 

NYSE rules and rule interpretations 

(‘‘FINRA Incorporated NYSE Rules’’). 

The Exchange became a party to the 

17d–2 Agreement effective December 

15, 2008.8

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Federal Register / Vol. 75, No. 40 / Tuesday, March 2, 2010 / Notices 9469 

certain NYSE Rules as ‘‘Common Rules’’); and 60409 

(July 30, 2009), 74 FR 39353 (August 6, 2009) (order 

approving the amended and restated 17d–2 

Agreement, adding NYSE Amex LLC as a party). 

Paragraph 2(b) of the 17d–2 Agreement sets forth 

procedures regarding proposed changes by FINRA, 

NYSE or NYSE Amex to the substance of any of the 

Common Rules. 

9FINRA’s rulebook currently has three sets of 

rules: (1) NASD Rules, (2) FINRA Incorporated 

NYSE Rules, and (3) consolidated FINRA Rules. 

The FINRA Incorporated NYSE Rules apply only to 

those members of FINRA that are also members of 

the NYSE (‘‘Common Members’’), while the 

consolidated FINRA Rules apply to all FINRA 

members. For more information about the FINRA 

rulebook consolidation process, see FINRA 

Information Notice, March 12, 2008. 

10See Securities Exchange Act Release No. 61408 

(January 22, 2010), 75 FR 4596 (January 28, 2010). 

See also SR–FINRA–2010–008, filed on February 4, 

2010. 

11FINRA deleted references to FINRA 

Incorporated NYSE Rules 313.14 (A–B–C 

agreements) and 313.18 (Sole board member 

provision) as part of its clean-up of Rule 313. See 

Securities Exchange Act Release No. 60933 

(November 4, 2009), 74 FR 58334 (November 12, 

2009). Rule 313—NYSE Amex Equities does not 

have these references. 

FINRA also deleted certain FINRA Incorporated 

NYSE Rule Interpretations. See Securities Exchange 

Act Release No. 60933 (November 4, 2009), 74 FR 

58334 (November 12, 2009). The Exchange has not 

adopted a corresponding version of the NYSE Rule 

Interpretations and so those rule changes are not 

applicable to the Exchange and are not included in 

this filing. 

12NYSE has submitted a companion rule filing 

amending its rules in accordance with FINRA’s rule 

changes. See SR–NYSE–2010–10. 

13 15 U.S.C. 78f(b). 

14 15 U.S.C. 78f(b)(5). 

As part of its effort to reduce 

regulatory duplication and relieve firms 

that are members of FINRA, NYSE and 

NYSE Amex of conflicting or 

unnecessary regulatory burdens, FINRA 

is now engaged in the process of 

reviewing and amending the NASD and 

FINRA Incorporated NYSE Rules in 

order to create a consolidated FINRA 

rulebook.9

Proposed Conforming Amendments to 

NYSE Amex Equities Rules 

FINRA recently adopted consolidated 

FINRA Rules 4110 (Capital 

Compliance), 4120 (Regulatory 

Notification and Business Curtailment), 

4130 (Regulation of Activities of Section 

15C Member Organizations 

Experiencing Financial and/or 

Operational Difficulties), 4140 (Audit) 

and 4521 (Notifications, Questionnaires 

and Reports) as part of its rule set 

governing financial responsibility of 

member firms. FINRA also amended 

consolidated FINRA Rules 9557 

(Procedures for Regulating Activities 

Under Rules 4110, 4120 and 4130 

Regarding a Member Experiencing 

Financial or Operational Difficulties) 

and 9559 (Hearing Procedures for 

Expedited Proceedings Under the Rule 

9550 Series), as well as Section 4(g) of 

Schedule A of the FINRA By-Laws to 

reflect the adoption of the new Rules.10

Because they are incorporated with or 

replaced by these new consolidated 

FINRA Rules, FINRA also deleted and/ 

or amended certain FINRA Incorporated 

NYSE Rules and Rule Interpretations, 

including 312(g)–(h) (Changes Within 

Member Organizations), 313(d) 

(Submission of Partnership Articles— 

Submission of Corporate Documents), 

313(d)/01 –/02 (Opinion of Counsel), 

325 (Capital Requirements Member 

Organizations), 325(c)(1)/01 (Long Put 

or Call Options), 326(a) (Growth Capital 

Requirement), 326(b) (Business 

Reduction Capital Requirement), 326(c) 

(Unsecured Loans and Advances), 

326(d) (Reduction of Elimination of 

Loans and Advances), 328 (Sale-AndLeasebacks, Factoring, Financing and 

Similar Arrangements), 416.20 

(Questionnaires and Reports), 416/01 

(Gold and Silver Offerings), 418 (Audit), 

420 (Reports of Borrowings and 

Subordinate Loans For Capital 

Purposes) and 421 (Periodic Reports).11

To harmonize the NYSE Amex 

Equities Rules with the approved 

consolidated FINRA Rules, the 

Exchange correspondingly proposes to 

delete and/or amend Rules 312(g)–(h)-, 

313(d)-, 325-, 326(a)–(d)-, 328-, 

416.20-, 418-, 420- and 421- NYSE 

Amex Equities, and replace them with 

proposed Rules 4110-, 4120-, 4130-, 

4140- and 4521- NYSE Amex Equities, 

which are substantially similar to the 

new FINRA Rules.12

As proposed, Rules 4110-, 4120-, 

4130-, 4140- and 4521- NYSE Amex 

Equities adopt the same language as the 

corresponding consolidated FINRA 

Rules, except for substituting for or 

adding to, as needed, the term 

‘‘Exchange’’ for ‘‘FINRA’’ and the term 

‘‘member organization’’ for the term 

‘‘member’’, and making corresponding 

technical changes that reflect the 

difference between NYSE Amex’s and 

FINRA’s membership structures. 

In addition, the Exchange proposes 

other changes to the NYSE Amex 

Equities version of the Rules in order to 

apply them to the Exchange. First, in 

proposed Rules 4110(a)- and 4140(a)- 

NYSE Amex Equities, the Exchange 

proposes to amend FINRA’s version of 

the Rules referring to ‘‘FINRA’s 

Executive Vice President charged with 

oversight for financial responsibility, or 

his or her written officer delegate,’’ to 

remove this language as it is 

inapplicable to the Exchange. As 

amended, the Exchange would retain 

the flexibility to arrange to have FINRA 

conduct the actual oversight and 

application of the proposed Rules 

pursuant to the 17d–2 Agreement or a 

Regulatory Services Agreement as 

warranted. 

Second, in proposed Rules 4110-, 

4120- and 4130- NYSE Amex Equities, 

the Exchange proposes to add crossreferences to NYSE Amex Disciplinary 

Rule 475. Similar to FINRA Rule 9557, 

NYSE Amex Disciplinary Rule 475 

provides the Exchange with the ability 

to take summary action against a 

member or member organization that is 

facing financial or operational 

difficulties subject to certain due 

process considerations, including notice 

and an opportunity to be heard. The 

Exchange believes it should retain its 

current disciplinary procedures for 

addressing non-FINRA members and 

member organizations that face financial 

or operational difficulties. 

Finally, in proposed Rules 4140(b)- 

and 4521(e)- NYSE Amex Equities, the 

Exchange proposes to amend the 

language from FINRA’s version of the 

Rules referring to Schedule A, Section 

4(g) of the FINRA By-Laws to simply 

incorporate the language of Section 4(g) 

into the NYSE Amex Equities version of 

the Rules. Accordingly, proposed Rules 

4140(b)- and 4521(e)- NYSE Amex 

Equities specify that member 

organizations that fail to timely file any 

report, notification or information 

pursuant to those Rules will be subject 

to a late fee of $100 per day, for a period 

not to exceed 10 business days. Under 

the proposed Rules, requests for an 

extension of time must be submitted at 

least three business days prior to the 

due date of the report, notification or 

information required to be provided. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,13 in general, and 

further the objectives of Section 6(b)(5) 

of the Act,14 in particular, in that it is 

designed to prevent fraudulent and 

manipulative acts and practices, 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 proposed 

rule changes support the objectives of 

the Act by providing greater 

harmonization between Exchange 

Equities Rules and FINRA Rules 

(including Common Rules) of similar 

purpose, resulting in less burdensome 

and more efficient regulatory 

compliance for Common Members. To 

the extent the Exchange has proposed 

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9470 Federal Register / Vol. 75, No. 40 / Tuesday, March 2, 2010 / Notices 

15See 78f(b). 16See 78f(b)(5). 

17 15 U.S.C. 78f. 

18 In approving this proposed rule change, the 

Commission has considered its impact on 

efficiency, competition, and capital formation. See 

78c(f). 

19See Securities Exchange Act Release No. 61408 

(January 22, 2010), 75 FR 4596 (January 28, 2010). 

See also SR–FINRA–2010–008, filed on February 4, 

2010. 

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

21See id. 

22 17 CFR 200.30–3(a)(12). 

changes that differ from the FINRA 

version of the Rules, such changes are 

technical in nature and do not change 

the substance of the proposed rules. The 

Exchange states that making the 

proposed rule change retroactive to 

February 8, 2010 would ensure that the 

proposed rule changes are operative and 

effective at the same time as FINRA’s 

rule changes, that there are no 

regulatory gaps between the FINRA and 

NYSE Amex Equities Rules and that, as 

applicable, the NYSE Amex Equities 

Rules maintain their status as Common 

Rules under the 17d-2 Agreement. 

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. 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–NYSE–Amex 2010–13 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–NYSEAmex-2010–13. 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 Section, 100 F Street, NE., 

Washington, DC 20549. Copies of the 

filing will also be available for 

inspection and copying at the NYSE 

Amex’s principal office and on its 

Internet Web site at http:// 

www.nyse.com. 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– 

NYSEAMEX–2010–13 and should be 

submitted on or before March 23, 2010. 

IV. Commission’s Findings and Order 

Granting Accelerated Approval of 

Proposed Rule Change 

After careful consideration, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b) of the Act,15 and Section 6(b)(5) in 

particular, in that it is designed to 

prevent fraudulent and manipulative 

acts and practices, 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 16 because the proposal 

will promote harmonization between 

the Exchange Equities Rules and FINRA 

Rules, resulting in less burdensome and 

more efficient regulatory compliance for 

Common Members. The Commission 

also believes that the Exchange’s 

proposal to retroactively apply the 

proposed rule change to February 8, 

2010 is consistent with the requirements 

of the Section 6 of the Act 17 and the 

rules and regulations thereunder 

applicable to a national securities 

exchange 18 because: (1) The proposed 

rule changes will become operative and 

effective at the same time as FINRA’s 

rule changes; (2) there will be no 

regulatory gaps between the FINRA and 

NYSE Amex Equities Rules; and (3) that, 

as applicable, the NYSE Amex Equities 

Rules will maintain their status as 

Common Rules under the 17d-2 

Agreement. The Commission believes 

that these factors will further promote 

regulatory compliance and efficiency. 

The Exchange has requested that the 

Commission find good cause for 

approving the proposed rule change 

prior to the thirtieth day after 

publication of the notice thereof in the 

Federal Register. The Commission 

believes that good cause exists for 

accelerated approval of the proposed 

rule change because it raises no novel 

issues and is consistent with the FINRA 

rule filings previously approved by or 

filed with the Commission on which it 

is based.19 Except as has been 

specifically noted and subject to a 

number of technical changes necessary 

to apply the Rules to the Exchange, the 

proposed rule changes will conform 

certain NYSE Amex Equities Rules and 

Rule Interpretations to FINRA’s 

amendments to corresponding FINRA 

Incorporated NYSE Rules and Rule 

Interpretations and FINRA’s adoption of 

consolidated FINRA Rules 4110, 4120, 

4130, 4140 and 4521 in furtherance of 

the consolidation of the member firm 

regulation functions of NYSER and 

FINRA. Accordingly, the Commission 

finds good cause, pursuant to Section 

19(b)(2) of the Act,20 for approving the 

proposed rule change prior to the 

thirtieth day after publication of the 

notice thereof in the Federal Register. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,21 that the 

proposed rule change, (SR–NYSEAmex2010–13), is hereby approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4229 Filed 3–1–10; 8:45 am] 

BILLING CODE 8011–01–P 

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