48116 Federal Register / Vol. 74, No. 181 / Monday, September 21, 2009 / Notices 

12 Id. 

13 15 U.S.C. 78s(b)(2). 

14 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). 

4Securities Exchange Act Release No. 59254 

(January 15, 2009), 74 FR 4271 (January 23, 2009) 

(SR–FINRA–2008–054). 

5 15 U.S.C. 78f. 

6 15 U.S.C. 78f(b)(5). 

and re-licensing fees of both 

representatives and principals, and 

therefore applies equally to all 

categories of associated persons who 

would incur fees pursuant to Rule 

7003(b)(1) and (2). In addition, the 

Commission notes that the Exchange 

has been waiving these fees since 

January 1, 2009, and believes waiving 

the fees for an additional three months, 

retroactive from July 1, 2009 until 

October 1, 2009, is a reasonable 

extension of the fee holiday. Based on 

the above, the Commission believes the 

proposed rule change constitutes an 

equitable allocation of reasonable dues, 

fees, and other charges under Section 

6(b)(4) of the Act,12 and is otherwise 

consistent with the requirements of the 

Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,13 that the 

proposed rule change (SR–BX–2009– 

043), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–22685 Filed 9–18–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60662; File No. SR–BX– 

2009–053] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Notice of Filing 

of Proposed Rule Change To Amend 

IM–2110–4 To Reflect Changes to a 

Corresponding FINRA Rule 

September 11, 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 

September 1, 2009, NASDAQ OMX BX, 

Inc. (the ‘‘Exchange’’ or ‘‘BX’’) 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 Exchange has designated the 

proposed rule change as constituting a 

non-controversial rule change under 

Rule 19b–4(f)(6) under the Act,3 which 

renders the proposal effective upon 

filing with 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 

The Exchange is filing this proposed 

rule change to amend BX Equity Rule 

IM–2110–4 to reflect recent changes to 

a corresponding rule of the Financial 

Industry Regulatory Authority 

(‘‘FINRA’’). BX will implement the 

proposed rule change thirty days after 

the date of the filing. 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 

Many of the Equity Rules adopted by 

BX in conjunction with its resumption 

of the trading of cash equities are based 

on rules of FINRA (formerly the 

National Association of Securities 

Dealers (‘‘NASD’’)). During 2008, FINRA 

embarked on an extended process of 

moving rules formerly designated as 

‘‘NASD Rules’’ into a consolidated 

FINRA rulebook. In most cases, FINRA 

has renumbered these rules, and in 

some cases has substantively amended 

them. Accordingly, BX also proposes to 

initiate a process of modifying its 

rulebook to ensure that BX rules 

corresponding to FINRA/NASD rules 

continue to mirror them as closely as 

practicable. In some cases, it will not be 

possible for the rule numbers of BX 

rules to mirror corresponding FINRA 

rules, because existing or planned BX 

rules make use of those numbers. 

However, wherever possible, BX plans 

to update its rules to reflect changes to 

corresponding FINRA rules. 

This filing addresses BX IM–2110–04, 

which bars trading ahead of research 

reports and which formerly 

corresponded to NASD IM–2110–04. In 

SR–FINRA–2008–054,4 FINRA 

redesignated that rule as FINRA Rule 

5280 and made substantive amendments 

to strengthen and simplify the rule. 

Notably, the amended FINRA rule 

requires FINRA members to establish, 

maintain and enforce policies and 

procedures reasonably designed to 

restrict or limit the flow of information 

between research department personnel 

or other persons with knowledge of the 

content or timing of a research report, 

and trading department personnel. Such 

policies and procedures had formerly 

been recommended but not required. BX 

is adopting the new FINRA rule in full 

(with minor modifications to reflect 

limits on its jurisdiction to regulate nonExchange conduct), but is continuing to 

designate its rule as IM–2110–04 in 

order to maintain the 5000 Series of the 

BX Equity Rules for possible future use. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,5

in general, and with Sections 6(b)(5) of 

the Act,6 in particular, in that the 

proposal is designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, 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 

proposed changes will conform BX 

Equity Rule IM–2110–04 to recent 

changes made to a corresponding 

FINRA rule, to promote application of 

consistent regulatory standards. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange 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, as amended. 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 74, No. 181 / Monday, September 21, 2009 / Notices 48117 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 60330 

(July 17, 2009), 74 FR 36787. 

4Amendment No. 1 is a technical amendment 

that clarifies that the proposed rule change would 

not change Incorporated NYSE Rule 312(h); 

therefore, Amendment No. 1 does not require notice 

and comment. 

5 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). 

6 15 U.S.C. 78o–3(b)(6). 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 7 and Rule 19b– 

4(f)(6) thereunder.8

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–BX–2009–053 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–BX–2009–053. 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–BX–2009–053 and should 

be submitted on or before October 13, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–22682 Filed 9–18–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60659; File No. SR–FINRA– 

2009–044] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Order Approving 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Adopt FINRA 

Rules 2262 (Disclosure of Control 

Relationship With Issuer), 2269 

(Disclosure of Participation or Interest 

in Primary or Secondary Distribution) 

and 5260 (Prohibition on Transactions, 

Publication of Quotations, or 

Publication of Indications of Interest 

During Trading Halts) in the 

Consolidated FINRA Rulebook 

September 11, 2009. 

On June 29, 2009, Financial Industry 

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

k/a National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) 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 

adopt without material change NASD 

Rules 2240 (Disclosure of Control 

Relationship with Issuer), 2250 

(Disclosure of Participation or Interest 

in Primary or Secondary Distribution) 

and 3340 (Prohibition on Transactions, 

Publication of Quotations, or 

Publication of Indications of Interest 

During Trading Halts) as FINRA rules in 

the Consolidated FINRA Rulebook and 

to delete NYSE Rules 312(f)(1) through 

312(f)(3) and 321.24. The proposed rule 

change would renumber NASD Rules 

2240, 2250 and 3340 as FINRA Rules 

2262, 2269 and 5260, respectively, in 

the Consolidated FINRA Rulebook. 

The proposed rule change was 

published for comment in the Federal 

Register on July 24, 2009.3 FINRA filed 

Amendment No. 1 to the proposed rule 

change on September 11, 2009.4 The 

Commission received no comment 

letters on the proposed rule change. 

This order approves the proposed rule 

change, as modified by Amendment No. 

1. 

After careful review, 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.5 In particular, the 

Commission finds that the proposed 

rule change is consistent with the 

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

Act,6 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 

transferring NASD Rules 2240 and 2250 

into the Consolidated FINRA Rulebook 

as FINRA Rules 2262 and 2269 will 

ensure that disclosures or notifications 

that member firms must provide to 

customers in connection with certain 

securities transactions will continue to 

be made. These rules are intended to 

provide disclosure to a customer about 

certain relationships involving the 

member that may present a conflict of 

interest. The Commission believes that 

repealing NYSE Rules 312(f) and 321.24 

mstockstill on DSKH9S0YB1PROD with NOTICES