39984 Federal Register / Vol. 74, No. 152 / Monday, August 10, 2009 / Notices 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(2). 

11 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). 

4Based upon instruction from the Commission 

staff, FINRA is submitting SR–FINRA–2009–049 for 

immediate effectiveness pursuant to Section 

19(b)(3)(A) of the Act and Rule 19b–4(f)(6) 

thereunder, and is not filing the question bank for 

Commission review. See Letter from Belinda Blaine, 

Associate Director, Division of Market Regulation, 

SEC, to Alden S. Adkins, Senior Vice President and 

General Counsel, NASD Regulation, dated July 24, 

2000. The question bank is available for 

Commission review. 

5FINRA will announce the effective date of 

NASD Rules 1022(a)(1)(B) and 1032(i) in the same 

Regulatory Notice that will announce the 

implementation date of the proposed rule change, 

and those two dates will be the same. 

6The Commission notes that the content outline 

is attached to the proposed rule change though not 

to this notice. 

7 17 CFR 240.24b–2. 

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. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 9 of the Act and 

subparagraph (f)(2) of Rule 19b–4 10

thereunder, because it establishes a due, 

fee, or other charge imposed by NYSE 

Amex. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

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. 

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–NYSEAmex–2009–50 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–2009–50. 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 inspection and copying 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–NYSEAmex–2009–50 and should be 

submitted on or before August 31, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–19017 Filed 8–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60424; File No. SR–FINRA– 

2009–049] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Adopt the Selection 

Specifications and Study Outline for 

the Limited Representative— 

Investment Banking (‘‘Series 79’’) 

Examination Program 

August 4, 2009. 

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 July 28, 

2009, 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, II, 

and III 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 

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 adopt the 

selection specifications and content 

outline for the Limited Representative— 

Investment Banking (‘‘Series 79’’) 

Examination program.4

The Series 79 examination program is 

proposed in connection with NASD 

Rule 1032(i), a new limited 

representative registration category for 

persons whose activities are limited to 

investment banking and principals who 

supervise such activities.5 FINRA is not 

proposing any textual changes to its ByLaws, Schedules to the By-Laws or 

rules. 

A description of the Series 79 

examination is included in the attached 

content outline.6 Additional 

information on the examination is 

included in the Series 79 selection 

specifications, which FINRA has 

submitted under separate cover with a 

request for confidential treatment to the 

Commission’s Secretary pursuant to 

Rule 24b–2 under the Act.7

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 


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Federal Register / Vol. 74, No. 152 / Monday, August 10, 2009 / Notices 39985 

8See Securities Exchange Act Release No. 59757 

(April 13, 2009), 74 FR 18268 (April 21, 2009) 

(Order Approving File No. SR–FINRA–2009–006). 

9 15 U.S.C. 78o–3(g)(3)(B). 

10To ensure that new exam questions meet 

acceptable testing standards prior to use, each 

examination includes 10 additional, unidentified 

‘‘pre-test’’ questions that do not contribute towards 

the candidate’s score. Therefore, the exam actually 

consists of 185 questions, 175 of which are scored. 

The 10 pre-test questions are randomly distributed 

throughout the examination. 

11 17 CFR 240.24b–2. 

12 15 U.S.C. 78o–3(b)(6). 

13 15 U.S.C. 78o–3(g)(3). 

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 April 13, 2009, the Commission 

approved NASD Rule 1032(i), which 

establishes a new limited representative 

category—Limited RepresentativeInvestment Banking—for persons whose 

activities are limited to investment 

banking and principals who supervise 

such persons.8 More specifically, the 

registration category encompasses those 

associated persons whose activities 

involve: (1) Advising on or facilitating 

debt or equity securities offerings 

through a private placement or a public 

offering, including but not limited to 

origination, underwriting, marketing, 

structuring, syndication, and pricing of 

such securities and managing the 

allocation and stabilization activities of 

such offerings, or (2) advising on or 

facilitating mergers and acquisitions, 

tender offers, financial restructurings, 

asset sales, divestitures or other 

corporate reorganizations or business 

combination transactions, including but 

not limited to rendering a fairness, 

solvency or similar opinion. 

Pursuant to Section 15A(g)(3)(B) of 

the Act,9 FINRA is authorized to 

prescribe standards of training, 

experience, and competence for persons 

associated with FINRA members. The 

Series 79 examination program has been 

developed to ensure that persons 

associated with FINRA members 

seeking to register as investment 

banking representatives have attained 

specified levels of competence and 

knowledge. 

Within the six-month period 

following the implementation of Rule 

1032(i), individuals who are registered 

as a General Securities Representative 

and function in a member’s investment 

banking business line as described in 

Rule 1032(i), or act as principals 

supervising such persons, may opt in to 

the Limited Representative-Investment 

Banking registration category. After the 

six-month opt-in period, individuals 

who perform the job functions set out in 

Rule 1032(i) will be required to pass the 

Series 79 exam in lieu of the General 

Securities Representative (‘‘Series 7’’) 

exam (or equivalent exams), unless 

subject to an exception in the Rule. Any 

person whose activities go beyond those 

specified in Rule 1032(i) will be 

required to separately qualify and 

register in the appropriate category or 

categories of registration attendant to 

such activities. The registration category 

does not cover individuals whose 

investment banking work is limited to 

public (municipal) finance or direct 

participation programs as defined in 

NASD Rule 1022(e)(2). Moreover, 

individuals who are currently registered 

as a Limited Representative—Private 

Securities Offerings may continue to 

function in such capacity, so long as 

their investment banking activities 

remain limited to effecting private 

securities offerings as defined in NASD 

Rule 1032(h)(1)(A). Similarly, 

individuals who in the future wish to 

engage in investment banking activities 

limited to effecting such private 

securities offerings may opt to register 

as a Limited Representative—Private 

Securities Offerings and pass the 

corresponding Series 82 exam in lieu of 

the Series 79 exam. 

The qualification exam consists of 175 

multiple-choice questions.10 Candidates 

will be allowed 300 minutes to 

complete the exam. Candidates will be 

given an informational breakdown of 

their performance on each section, along 

with their overall score and pass/fail 

status at the completion of the exam 

session. 

A content outline has been prepared 

to assist member firms in preparing 

candidates for the Investment Banking 

Professional Qualification Examination 

and is available at http://www.finra.org/ 

brokerqualifications/registeredrep. The 

content outline describes the following 

four topical sections comprising the 

examination: (1) Collection, Analysis 

and Evaluation of Data (75 questions); 

(2) Underwriting/New Financing 

Transactions, Types of Offerings and 

Registration of Securities (43 questions); 

(3) Mergers and Acquisitions, Tender 

Offers and Financial Restructuring 

Transactions (34 questions); and (4) 

General Securities Industry Regulations 

(23 questions). 

The selection specifications for the 

Series 79 examination, which FINRA 

has submitted under separate cover with 

a request for confidential treatment to 

the Commission’s Secretary pursuant to 

Rule 24b–2 under the Act,11 describe 

additional confidential information 

regarding the examination. 

FINRA has filed the proposed rule 

change for immediate effectiveness. 

FINRA will announce the 

implementation date of the proposed 

rule change in a Regulatory Notice to be 

issued within 60 days of the date of 

effectiveness of the proposed rule 

change. 

2. Statutory Basis 

FINRA believes that the proposed 

Series 79 examination program is 

consistent with Section 15A(b)(6),12

which requires, among other things, that 

FINRA rules 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 

and Section 15A(g)(3) of the Act,13

which authorize [sic] FINRA to 

prescribe standards of training, 

experience, and competence for persons 

associated with FINRA members. 

FINRA believes the proposed rule 

change would provide for a more 

targeted assessment of the competency 

of investment banking personnel to 

perform their unique job functions and, 

as a result, provide investors better 

protection. 

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 


rmajette on DSK29S0YB1PROD with NOTICES
39986 Federal Register / Vol. 74, No. 152 / Monday, August 10, 2009 / Notices 

14 15 U.S.C. 78s(b)(3)(A). 

15 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires that a self-regulatory 

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 

satisfied the five-day pre-filing notice requirement. 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange had also established an annual 

fee of $50 for each registered representative or 

principal. The annual fee, which was historically 

collected in December of a year to cover the 

succeeding year, was suspended for the period from 

January 1, 2009 until such time as the Exchange 

submits a proposed rule change to reinstate it. 

19(b)(3)(A) of the Act14 and Rule 19b– 

4(f)(6) thereunder.15

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

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. 

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–2009–049 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–2009–049. 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 inspection and copying 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–2009–049 and 

should be submitted on or before 

August 31, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–19034 Filed 8–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60427; File No. SR–BX– 

2009–043] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Notice of Filing 

of Proposed Rule Change To Extend 

Fee Holiday for Registration of 

Associated Persons 

August 4, 2009. 

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 July 23, 

2009, NASDAQ OMX BX, Inc. (the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. 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 the Substance 

of the Proposed Rule Change 

The Exchange is filing this proposed 

rule change to extend a fee holiday for 

registration and processing fees 

associated with registration of 

associated persons of Exchange 

members. The Exchange proposes to 

make the proposed rule change 

retroactive to July 1, 2009, subject to 

Commission approval. The text of the 

proposed rule change is available at 

http://nasdaqomxbx.cchwallstreet.com, 

at the Exchange’s principal office, 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, 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 these 

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 aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

In connection with the resumption of 

trading of cash equities by the Exchange 

in January 2009, the Exchange adopted 

a new set of Equity Rules, which 

include rules to govern fees charged to 

members for registration of associated 

persons with the Exchange. New Equity 

Rule 7003(b) set fees at levels identical 

to those established by the Exchange 

prior to its acquisition by The NASDAQ 

OMX Group, Inc. Specifically, the fees 

are $60 for each initial Form U4 filed for 

the registration of a representative or 

principal and $40 for each transfer or relicensing of a representative of [sic] 

principal. However, in recognition of 

the fact that the relaunch of equities 

trading by the Exchange might cause 

additional firms to become members of 

the Exchange and might cause 

additional representatives or principals 

of pre-existing members to register, the 

Exchange waived these fees for the 

period from January 1, 2009 to July 1, 

2009.3 The Exchange is proposing to 

extend this fee waiver period for an 

additional three months, until October 

1, 2009, to provide further opportunity 

for free registration of associated 

persons of firms that are new to equity 

trading through the Exchange. 

Registration events occurring after 

October 1, 2009 would be subject to the 

fees. Because the previously effective 

fee holiday lapsed on July 1, 2009, the 


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