Federal Register / Vol. 74, No. 45 / Tuesday, March 10, 2009 / Notices 10317 

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

2 17 CFR 240.19b–4. 

3Amendment No. 1 to SR–FINRA–2009–006 

replaced and superseded the original rule filing. 

4 15 U.S.C. 78o–3(g)(3). 

EXEMPTIONS CLAIMED FOR THE SYSTEM: 

None. 

[FR Doc. Z8–31458 Filed 3–9–09; 8:45 am] 

BILLING CODE 1505–01–D 

SECURITIES AND EXCHANGE 

COMMISSION 

In the Matter of International Business 

Ventures Group, Inc.; File No. 500–1; 

Order of Suspension of Trading 

March 6, 2009. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of 

International Business Ventures Group, 

Inc. (‘‘IBVG’’) because of questions 

regarding the accuracy of assertions by 

IBVG, and by others, of publicly 

disseminated information concerning, 

among other things, IBVG’s products 

and business prospects. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above listed 

company. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the 

securities in the above listed company 

is suspended for the period from 9:30 

a.m. EST, March 6, 2009 through 11:59 

p.m. EDT, on March 19, 2009. 

By the Commission. 

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. E9–5169 Filed 3–6–09; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59484; File No. SR–FINRA– 

2009–006] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change Relating to a 

New Limited Representative 

Registration Category for Investment 

Banking Professionals 

March 2, 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 February 

17, 2009, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) (f/k/a 

National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’), and 

amended on February 27, 2009,3 the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by FINRA. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as amended, from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing to establish 

NASD Rule 1032(i), a new limited 

representative registration category for 

investment banking professionals. The 

proposed rule change also sets forth the 

registration requirements for principals 

who supervise investment banking 

activities. 

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 

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 

Section 15A(g)(3) of the Act 4 requires 

FINRA to prescribe standards of 

training, experience, and competence 

for persons associated with FINRA 

members. In accordance with that 

provision, FINRA has developed 

examinations, and administers 

examinations developed by other selfregulatory organizations, that are 

designed to establish that persons 

associated with FINRA members have 

attained specified levels of competence 

and knowledge. 

NASD Rule 1031 requires that each 

person associated with a member who 

functions as a representative must be 

registered in a category appropriate to 

the function that person performs. The 

rule defines a ‘‘representative’’ as, 

among others, a person associated with 

a member who is ‘‘engaged in the 

investment banking or securities 

business for the member including the 

functions of supervision, solicitation or 

conduct of business in securities or who 

[is] engaged in the training of persons 

associated with a member for any of 

these functions.’’ Pursuant to NASD 

Rule 1032, a person who functions as a 

registered representative must pass the 

General Securities Representative 

(Series 7) examination or certain 

equivalent examinations, unless such 

person’s activities are so limited as to 

qualify him or her for a limited 

representative category for which a 

more dedicated examination is 

prescribed. 

The proposed rule change would 

create a new limited representative 

category—Limited Representative— 

Investment Banking—for persons whose 

activities are limited to investment 

banking, including those who work on 

the equity and debt capital markets and 

syndicate desks. More specifically, the 

proposed registration category would 

encompass those associated persons 

whose activities primarily 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. The 

proposed registration category would 

not cover individuals whose investment 

banking work is limited to public 

(municipal) finance offerings or direct 

participation program offerings as 

defined in NASD Rule 1022(e)(2). The 

proposed registration category further 

would not cover individuals whose 

investment banking work is limited to 

effecting private securities offerings as 

defined in NASD Rule 1032(h)(1)(A). 

FINRA is in the process of developing 

an accompanying qualification 

examination that will provide a more 

targeted assessment of the job functions 

performed by the individuals that 

would fall within the proposed 

10318 Federal Register / Vol. 74, No. 45 / Tuesday, March 10, 2009 / Notices 

5The examination itself, including the content 

outline and test specifications, and fees associated 

with it will be the subject of separate proposed rule 

changes after Commission approval of this 

proposed rule change to establish the new 

registration category. 

6No associated persons of a member will be 

eligible for the opt in unless the member’s current 

Form BD indicates that the member engages in 

investment banking activities. 

7 15 U.S.C. 78o–3(b)(6). 8 15 U.S.C. 78o–3(g)(3). 

registration category.5 The exam would 

be taken in lieu of the Series 7 exam (or 

equivalent exams) by the individuals 

who perform solely those job functions. 

Any person whose activities go beyond 

those proposed for the Limited 

Representative-Investment Banking 

registration category would be required 

to separately qualify and register in the 

appropriate category or categories of 

registration attendant to such activities. 

Those who already hold the Series 7 

registration, as well as those who have 

passed the United Kingdom (Series 17) 

or Canada (Series 37/38) Modules of the 

Series 7 examination or hold a Limited 

Representative-Corporate Securities 

(Series 62) registration, would be 

‘‘grandfathered’’ and not required to 

take the new qualification exam. Such 

individuals would be provided a period 

of six months during which they may 

‘‘opt in’’ to the Limited RepresentativeInvestment Banking registration, 

provided that at the time the proposed 

rule change is implemented, such 

individuals are engaged in investment 

banking activities covered by the 

proposed rule change.6 Those 

individuals who choose to opt in would 

still retain their Series 7 registered 

representative registration in addition to 

the investment banking registration. 

After the six-month opt-in period, any 

individual holding a Series 7 

registration that wishes to engage in the 

specified investment banking activities 

would be required to pass the Limited 

Representative-Investment Banking 

exam. 

To ease the transition and to allow 

firms time to create qualification 

examination preparation programs, 

FINRA would permit new Limited 

Representative-Investment Banking 

candidates who are in the process of 

qualifying in the new registration 

category when the rule becomes 

effective to take either the Series 7 or 

Limited Representative-Investment 

Banking exam. This accommodation 

would remain in effect for six months 

after the implementation date of the 

proposed rule change. 

FINRA understands that some 

member firms have created training 

programs in which certain new 

employees are exposed to the firm’s 

various business lines by rotating among 

departments, including investment 

banking, where the employee’s activities 

might fall within the proposed 

definition of a Limited RepresentativeInvestment Banking. Depending on the 

activities performed by the employee 

during the training program, the firm 

may or may not require the employee to 

pass the Series 7 examination and 

become a registered representative. In 

recognition of such training programs, 

the proposed rule change would not 

require an employee placed in such 

programs to register as a Limited 

Representative-Investment Banking for a 

period of up to six months from the time 

the employee first engages in activities 

that otherwise would trigger registration 

as a Limited Representative-Investment 

Banking. This exception would be 

available for up to two years after the 

employee commences the training 

program. Firms that wish to avail 

themselves of this exception would be 

required to maintain documents 

evidencing the details of the training 

program and identifying the program 

participants who engage in activities 

that otherwise would require 

registration as a Limited RepresentativeInvestment Banking and the date on 

which such participants commenced 

such activities. 

Individuals who wish to act as a 

general principal for activities set forth 

in the proposed rule change would be 

required to obtain the proposed Limited 

Representative-Investment Banking 

registration—either by opting in or 

passing the exam—and also pass the 

General Securities Principal exam. Such 

individuals would be limited to acting 

as a general principal for the investment 

banking activities covered by the 

proposed rule change. Individuals who 

wish to function in the capacity of 

general principal for broader securitiesrelated activities would be required to 

take another appropriate qualification 

examination, such as the Series 7 or 

Series 62, in addition to the General 

Securities Principal exam. Those 

individuals currently functioning as a 

general principal supervising 

investment banking activities as 

described in the proposed rule change 

would be granted the same six-month 

grace period during which they could 

opt in to the Limited RepresentativeInvestment Banking registration. 

FINRA believes the creation of a 

proposed Limited RepresentativeInvestment Banking registration and 

accompanying exam would provide for 

a more targeted assessment of the 

competency of investment banking 

personnel to perform their unique job 

functions and, as a result, translate into 

better quality service for investors. 

FINRA further believes that the 

proposed requirement for principals 

who supervise investment banking 

activities to register and qualify as a 

Limited Representative-Investment 

Banking will enhance investor 

protection and member compliance 

with applicable FINRA rules and the 

federal securities laws. Finally, FINRA 

believes that the proposed rule change 

would enable members to allocate their 

training resources more efficiently. 

The implementation date will be 90 

days after the effectiveness of a future 

proposed rule change to establish the 

corresponding qualification 

examination. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6),7 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 and 

Section 15A(g)(3) of the Act,8 which 

authorizes FINRA to prescribe standards 

of training, experience, and competence 

for persons associated with FINRA 

members. 

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 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve such proposed 

rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

Federal Register / Vol. 74, No. 45 / Tuesday, March 10, 2009 / Notices 10319 

9 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). 

4The current FINRA rulebook consists of (1) 

FINRA Rules; (2) NASD Rules; and (3) rules 

incorporated from NYSE (‘‘Incorporated NYSE 

Rules’’) (together, the NASD Rules and Incorporated 

NYSE Rules are referred to as the ‘‘Transitional 

Rulebook’’). While the NASD Rules generally apply 

to all FINRA members, the Incorporated NYSE 

Rules apply only to those members of FINRA that 

are also members of the NYSE (‘‘Dual Members’’). 

The FINRA Rules apply to all FINRA members, 

unless such rules have a more limited application 

by their terms. For more information about the 

rulebook consolidation process, see FINRA 

Information Notice, March 12, 2008 (Rulebook 

Consolidation Process). 

5See Securities Exchange Act Rel. No. 59446 

(February 25, 2009) (File No. SR–NYSE–2009–17). 

6 Incorporated NYSE Rule 12 defines the term 

‘‘business day.’’ 

7 Incorporated NYSE Rule 177 states the delivery 

time for ‘‘cash’’ contracts. 

8 Incorporated NYSE Rule 282 sets forth buy-in 

procedures. 

9See supra note 3 [sic]. The Commission notes 

that the correct cross-reference is to note 5. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposal 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 

No. SR–FINRA 2009–006 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 No. 

SR–FINRA–2009–006. 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 changes 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 No. 

SR–FINRA–2009–006 and should be 

submitted on or before March 31, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–4961 Filed 3–9–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59490; File No. SR–FINRA– 

2009–007] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Incorporated 

NYSE Rules 12 (‘‘Business Day’’) and 

282 (Buy-in Procedures) and To Delete 

Incorporated NYSE Rule 177 (Delivery 

Time—‘‘Cash’’ Contracts) Relating to 

the Elimination of NYSE Members’ 

Ability To Enter Orders on the NYSE 

With Settlement Instructions of 

‘‘Cash,’’ ‘‘Next Day’’ and ‘‘Seller’s 

Option’’ 

March 3, 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 February 

20, 2009, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) (f/k/a 

National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I and 

II 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 amend 

Incorporated NYSE Rules 12 (‘‘Business 

Day’’) and 282 (Buy-in Procedures), and 

to delete Incorporated NYSE Rule 177 

(Delivery Time—‘‘Cash’’ Contracts) 4 to 

conform to the proposed rule change by 

the New York Stock Exchange, LLC 

(‘‘NYSE’’) to its versions of Rules 12, 

177 and 282.5

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 

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 

FINRA is proposing changes to 

Incorporated NYSE Rules 12,6 177 7 and 

282 8 to conform these rules to recent 

amendments made by NYSE. The 

NYSE’s amendments remove references 

to certain settlement instructions that 

are no longer compatible with the 

NYSE’s electronic market. These 

include instructions to settle on ‘‘cash,’’ 

‘‘next day’’ or ‘‘seller’s option’’ basis. 

As described by the NYSE in its 

filing,9 in the NYSE’s current 

environment, orders received by NYSE 

systems that are marketable upon entry 

are eligible to be immediately and 

automatically executed. According to 

the NYSE, order types and settlement 

instructions that require manual 

intervention pose significant