44412 Federal Register / Vol. 74, No. 166 / Friday, August 28, 2009 / Notices 

18 Id. 

19See Amendment No. 1, supra note 6. 

20 Id. 

21 Id. 

22 Id. 

23 15 U.S.C. 78s(b)(2). 

24FINRA noted that it proposes to announce the 

implementation date of the proposed rule change in 

a Regulatory Notice to be published no later than 

90 days following Commission approval. 25 15 U.S.C. 78o–3(b)(6). 

26 15 U.S.C. 78s(b)(2). 

27 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(1). 

4 17 CFR 240.19b–4. 

systems and business continuity issues 

may be someone other than a registered 

principal.’’ 18

In response, FINRA proposes to revise 

FINRA Rule 4370 to require that only 

one of a member’s two designated 

emergency contact persons must be a 

member of senior management and a 

registered principal of the firm.19 The 

proposed rule change, however, would 

require that someone designated as a 

second emergency contact person who 

is not a registered principal must be a 

member of senior management who has 

knowledge of the member’s business 

operations.20 The proposed rule change 

also would clarify that each emergency 

contact person must be an associated 

person of the member.21 In addition, 

FINRA proposes to amend FINRA Rule 

4370 to codify existing guidance that in 

the case of a member with only one 

associated person (e.g., a sole 

proprietorship without any other 

associated persons), the second 

emergency contact person may be an 

individual, either registered with 

another firm or nonregistered, who has 

knowledge of the member’s business 

operations, such as the member’s 

attorney, accountant, or clearing firm 

contact.22 The Commission believes that 

transferring and combining NASD Rules 

3510 and 3520 into the Consolidated 

FINRA Rulebook will help ensure that 

members are prepared in the event of a 

significant business disruption. 

The Commission finds good cause, 

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

Act,23 for approving the proposed rule 

change, as modified, prior to the 

thirtieth day after the date of 

publication of notice in the Federal 

Register. FINRA’s proposed changes, 

with the exception of the proposed 

revisions contained in Amendment No. 

1, were published for comment by the 

Commission.24 The Commission 

believes that Amendment No. 1 

provides greater clarity regarding the 

designation of emergency contact 

persons and is consistent with a 

purpose of this rule, which is to provide 

FINRA with a means to contact a 

member in the event of a significant 

business disruption. 

Accordingly, the Commission finds 

that there is good cause, consistent with 

Section 15A(b)(6) of the Act,25 to 

approve the proposed rule change, as 

modified by Amendment No. 1, on an 

accelerated basis. 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as modified by Amendment No. 

1, 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–2009–036 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–FINRA–2009–036. 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 the 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– 

2009–036 and should be submitted on 

or before September 18, 2009. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,26 that the 

proposed rule change (SR–FINRA– 

2009–036), 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.27

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20704 Filed 8–27–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60547; File No. SR–Phlx– 

2009–70] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX, Inc.; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Eliminate 

Late Charges and Provide for 

Suspension or Termination for Failure 

To Pay Dues, Fees, or Assessments 

Owed 

August 20, 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 August 

12, 2009, NASDAQ OMX PHLX, Inc. 

(‘‘Phlx’’ or ‘‘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 Substance of 

the Proposed Rule Change 

NASDAQ OMX PHLX, Inc., pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 3 and Rule 

19b–4 thereunder,4 proposes to amend 

Exchange By-Law 14–1 to eliminate the 

reference to late charges for failure to 

pay any fees, dues or charges owed to 

the Exchange. The Exchange also 

proposes to amend Exchange By-Law 

14–5 to dispose of the foreign currency 

options participation of a member, 

member organization, participant or 

participant organization if monies due 


hsrobinson on DSK69SOYB1PROD with NOTICES
Federal Register / Vol. 74, No. 166 / Friday, August 28, 2009 / Notices 44413 

5For a list of fees, see the NASDAQ OMX PHLX 

Fee Schedule at http://www.nasdaqtrader.com/ 

Micro.aspx?id=phlx, Equity Options Customer Fees, 

NASDAQ OMX PHLX Fee Schedule. Also see 

NASDAQ OMX PHLX Rules 703(e), Due Dates, Fees 

for Late Filing, and 712, Independent Audit. 

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

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

and owed are not paid within 90 days. 

Additionally, the Exchange proposes to 

amend Exchange Rule 50 to eliminate 

the assessment of late charges for dues, 

fees and other charges not made to the 

Exchange as required and provide for 

suspension or termination of 

membership of any member or member 

organization or any person associating 

with any member that fails to pay, after 

written notice, any required dues, fees 

or other charges or fails to submit a 

required report or information related to 

the required dues, fees or other charges. 

The Exchange also proposes to amend 

Exchange Rule 960.6 to extend the 

requirement that the respondents may 

file a written reply to a summary 

decision within 21 days instead of 15 

days. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http:// 

nasdaqomxphlx.cchwallstreet.com/ 

NASDAQOMXPHLX/Filings/. 

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 

Generally the Exchange proposes to 

amend its rules relating to the failure to 

pay dues, fees and other charges to 

harmonize the Exchange rules with 

Equity Rule 9553 of The NASDAQ Stock 

Market LLC (‘‘NASDAQ’’). To effectuate 

the proposal, a series of minor 

amendments are introduced. More 

specifically, the Exchange proposes to 

amend Exchange By-Law 14–1 to 

eliminate the reference to late charges 

for failure to pay any fees, dues or 

charges owed to the Exchange. The 

Exchange is proposing to no longer 

charge a late charge for the failure to pay 

any fees, dues or charges owed to the 

Exchange. 

The Exchange also proposes to amend 

Exchange By-Law 14–5 to change the 

length of time allowed to dispose the 

foreign currency options participation of 

a member, member organization, 

participant or participant organization if 

monies due and owing are not paid. 

More specifically the proposed 

amendment will change the termination 

of a foreign currency options 

participation of a member, member 

organization, participant or participant 

organization if monies due and owing 

are not paid from within one year to 

within 90 days to comport with more 

efficient processing of regular 

membership or participation. 

Additionally, the Exchange proposes 

to amend Exchange Rule 50 to eliminate 

the assessment of late charges for dues, 

fees and other charges not made to the 

Exchange as required. Instead, the 

proposal provides for suspension of 

membership of any member or member 

organization or suspension of any 

person associating with any member or 

member organization that fails to pay, 

within 21 days of service of written 

notice of suspension, any required dues, 

fees or other charges. The proposal also 

provides for termination of membership 

of any member or member organization 

or termination of any person associating 

with any member or member 

organization that fails to pay, within 21 

days of service of written notice of 

termination, any required dues, fees or 

other charges. Certain Exchange dues, 

fees or other charges are based upon 

self-reported information.5 For this 

reason, the proposal also provides 

suspension of membership of any 

member or member organization or 

suspension of any person associating 

with any member or member 

organization that fails to submit the 

required report or information related to 

the dues, fees or other charges within 21 

days of service of written notice of 

suspension. Similarly, the proposal also 

provides for termination of membership 

of any member or member organization 

or termination of any person associating 

with any member or member 

organization that fails to submit any 

report or information related to the 

dues, fees or other charges within 21 

days of service of written notice of 

termination. The proposed changes will 

result in a more efficient systematic 

process of the collection of fees, dues 

and other charges owed the Exchange 

and comports with NASDAQ Equity 

Rule 9553. The proposed changes also 

provide guidance regarding service of 

notice of suspension or termination; 

contents of the notice; effective date of 

suspension or termination; request for 

hearing; the failure to request a hearing; 

and a request for termination of the 

suspension. 

The Exchange also proposes to amend 

Exchange Rule 960.6 to change the 

requirement that the respondents may 

file a written reply to a summary 

decision within 21 days of service of 

written notice instead of 15. This 

proposal is similar to the requirements 

of the NASDAQ Equity Rule 9553(f). 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend By-Laws 14–1 and 

14–5 and to eliminate Rule 50 and 

amend Rule 960.6 is consistent with 

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

furthers the objectives of Section 6(b)(7) 

of the Act 7 in particular in that the 

proposed amendments provide a fair 

procedure for the disciplining of 

members and persons associated with 

members and the prohibition or 

limitation by the Exchange of any 

person with respect to access to services 

offered by the Exchange of a member, 

member organization, participant or 

participant organization thereof. The 

Exchange believes that the proposal is 

consistent with these obligations in that 

the amendments provide that members, 

member organizations, participants, 

participant organizations or persons 

associated with such may be suspended 

or terminated, after written notice, for 

the failure to pay dues, fees and other 

charges owed to the Exchange. The 

Exchange believes that eliminating 

references to charges for the failure to 

pay fees, dues and other charges owed 

the Exchange and to provide for a 

systematic process to suspend or 

terminate members or persons 

associated with members provides for a 

fair and efficient process for handling 

the collection of dues, fees and other 

charges owed to the Exchange. The 

Exchange’s proposal is similar to that of 

the NASDAQ Stock Market LLC. 

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. 


hsrobinson on DSK69SOYB1PROD with NOTICES
44414 Federal Register / Vol. 74, No. 166 / Friday, August 28, 2009 / Notices 

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

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b-4. 

3March 5, 2007, is the effective date for SR– 

NASD–2007–018 infra and June 17, 2009 is the 

effective date for SR–FINRA–2009–043. 

4See Securities Exchange Act Release No. 55538 

(March 27, 2007), 72 FR 15924 (April 3, 2007). 

5See Securities Exchange Act Release No. 60168 

(June 24, 2009), 74 FR 31471 (July 1, 2009). 

6See Securities Exchange Act Release No. 60239 

(July 2, 2009), 74 FR 33492. 

7 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

8 15 U.S.C. 78o–3(b)(6). 

9See footnote 4, supra. 

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 

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) 

becomes 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 8 and Rule 19b–4(f)(6) thereunder.9

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–Phlx–2009–70 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–Phlx–2009–70. 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 publicly available. All 

submissions should refer to File 

Number SR–Phlx–2009–70 and should 

be submitted on or before September 18, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20784 Filed 8–27–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60560; File No. SR–FINRA– 

2009–045] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Order Approving 

Proposed Rule Change Relating to 

Transaction-Related Charges for Trade 

Reporting to the OTC Reporting 

Facility 

August 21, 2009. 

On July 1, 2009, Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b-4 thereunder,2 a proposed rule 

change to amend Rule 7710, OTC 

Reporting Facility. The proposed rule 

change clarifies the application of 

transaction-related charges for trade 

reporting to the OTC Reporting Facility 

(‘‘ORF’’) by deleting the reference to 

‘‘OTC Equity Security’’ in Rule 7710 to 

clarify that, from March 5, 2007, until 

June 17, 2009,3 the trade reporting 

charges imposed by the rule applied to 

trade reports in any security sent to the 

ORF that were not subject to 

comparison through the ORF. This 

change to the rule is necessary to correct 

an inadvertent mistake made in SR– 

NASD–2007–018.4 In SR–NASD–2007– 

018, FINRA deleted a catch-all phrase 

from Rule 7010(g) which had the effect 

of excluding from the rule securities 

such as PORTAL equity securities, 

which are specifically excluded from 

the definition of OTC Equity Security. 

On June 17, 2009, FINRA filed SR– 

FINRA–2009–043 5 to correct this 

mistake prospectively. The change made 

in the instant rule filing corrects the 

mistake for the period from March 5, 

2007 until June 17, 2009, the date of 

effectiveness of SR–FINRA–2009–043. 

The proposed rule change was 

published for comment in the Federal 

Register on July 13, 2009.6 The 

Commission received no comments on 

the proposal. 

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.7 In particular, the 

Commission finds that the proposed 

rule change is consistent with the 

provisions of Section 15A(b)(6) of the 

Act,8 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. The Commission 

believes that the proposed rule change 

does not raise any novel issues; it is 

merely designed to accurately reflect 

FINRA’s intent when it filed SR–NASD– 

2007–018,9 as well as its members’ 

understanding of the coverage of the 

rule. The proposal clarifies that the 

charges that FINRA assessed with 

respect to transactions that were 

reported to the ORF from March 5, 2007, 

until June 17, 2009 are consistent with 


hsrobinson on DSK69SOYB1PROD with NOTICES