Federal Register / Vol. 74, No. 9 / Wednesday, January 14, 2009 / Notices 2145 

21See paragraph 3 of the proposed 17d–2 Plan. 

22The Commission also notes that the addition to 

or deletion from the Certification of any federal 

securities laws, rules, and regulations for which 

FINRA would bear responsibility under the Plan for 

examining, and enforcing compliance by, Dual 

Members, also would constitute an amendment to 

the Plan. 

23See paragraph 13 of the proposed 17d–2 Plan. 

24The Commission notes that paragraph 13 of the 

Plan reflects the fact that FINRA’s responsibilities 

under the Plan will continue in effect until the 

Commission approves any termination of the Plan. 

25 17 CFR 200.30–3(a)(34). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4See Securities Exchange Act Release No. 59126 

(December 19, 2008), 73 FR 79948 (December 30, 

2008) (notice of filing and immediate effectiveness 

of SR–FINRA–2008–060). 

FINRA will then confirm in writing 

whether the rules listed in any updated 

list are Common Rules as defined in the 

Plan. Under the Plan, BX will also 

provide FINRA with a current list of 

Dual Members and shall update the list 

no less frequently than once each 

quarter.21 The Commission believes that 

these provisions are designed to provide 

for continuing communication between 

the Parties to ensure the continued 

accuracy of the scope of the proposed 

allocation of regulatory responsibility. 

The Commission is hereby declaring 

effective a plan that, among other 

things, allocates regulatory 

responsibility to FINRA for the 

oversight and enforcement of all BX 

rules that are substantially similar to the 

rules of FINRA for Dual Members of BX 

and FINRA. Therefore, modifications to 

the Certification need not be filed with 

the Commission as an amendment to the 

Plan, provided that the Parties are only 

adding to, deleting from, or confirming 

changes to BX rules in the Certification 

in conformance with the definition of 

Common Rules provided in the Plan. 

However, should the Parties decide to 

add a BX rule to the Certification that 

is not substantially similar to a FINRA 

rule; delete a BX rule from the 

Certification that is substantially similar 

to a FINRA rule; or leave on the 

Certification a BX rule that is no longer 

substantially similar to a FINRA rule, 

then such a change would constitute an 

amendment to the Plan, which must be 

filed with the Commission pursuant to 

Rule 17d–2 under the Act and noticed 

for public comment.22

The Plan also permits BX and FINRA 

to terminate the Plan, subject to 

notice.23 The Commission notes, 

however, that while the Plan permits 

the Parties to terminate the Plan, the 

Parties cannot by themselves reallocate 

the regulatory responsibilities set forth 

in the Plan, since Rule 17d–2 under the 

Act requires that any allocation or reallocation of regulatory responsibilities 

be filed with the Commission.24

IV. Conclusion 

This Order gives effect to the Plan 

filed with the Commission in File No. 

4–575. The Parties shall notify all 

members affected by the Plan of their 

rights and obligations under the Plan. 

It is therefore ordered, pursuant to 

Section 17(d) of the Act, that the Plan 

in File No. 4–575, between FINRA and 

BX, filed pursuant to Rule 17d–2 under 

the Act, is approved and declared 

effective. 

It is further ordered that BX is 

relieved of those responsibilities 

allocated to FINRA under the Plan in 

File No. 4–575. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–613 Filed 1–13–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59222; File No. SR–FINRA– 

2009–002] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Make Conforming 

Changes to FINRA Rules 6380B and 

6730 To Reflect Amendments 

Proposed Pursuant to SR–FINRA– 

2008–060 

January 8, 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 January 8, 

2009, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) (f/k/a 

National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) (‘‘FINRA’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘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 make 

conforming changes to Rules 6380B and 

6730 to reflect amendments that were 

proposed pursuant to proposed rule 

change SR–FINRA–2008–060, but were 

superseded by an intervening rule 

change. 

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 those 

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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

On December 11, 2008, FINRA filed 

proposed rule change SR–FINRA–2008– 

060 to amend FINRA rules to clarify the 

trade reporting requirements relating to 

transfers of securities pursuant to an 

asset purchase agreement (‘‘APA’’). In 

that filing, FINRA proposed to amend 

Rule 6380C(e) relating to trade reporting 

to the FINRA/NYSE Trade Reporting 

Facility (the ‘‘FINRA/NYSE TRF’’) and 

Rule 6730(e) relating to trade reporting 

to the Trade Reporting and Compliance 

Engine (‘‘TRACE’’). SR–FINRA–2008– 

060 was filed for immediate 

effectiveness with an operative date of 

January 12, 2009.4

On December 18, 2008, FINRA filed 

proposed rule change SR–FINRA–2008– 

065 to extend the pilot program in Rule 

6730(e)(4). SR–FINRA–2008–065 was 

filed for immediate effectiveness with 

an operative date of January 8, 2009. 

The underlying text of SR–FINRA– 

2008–065 did not reflect the 

amendments to Rule 6730(e) that were 

proposed pursuant to SR–FINRA–2008– 


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2146 Federal Register / Vol. 74, No. 9 / Wednesday, January 14, 2009 / Notices 

5See SR–FINRA–2008–065, available at http:// 

www.finra.org/Industry/Regulation/RuleFilings/ 

2008/P117571. 

6See Securities Exchange Act Release No. 59175 

(December 30, 2008), 74 FR 840 (January 8, 2009) 

(notice of filing and immediate effectiveness of SR– 

FINRA–2008–066). 

7 15 U.S.C. 78o–3(b)(6). 

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

9 17 CFR 240.19b–4(f)(6). 

10 In addition, Rule 19b–4(f)(6)(iii) requires a selfregulatory organization to give the Commission 

written notice of its intent to file 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. 

FINRA has satisfied this requirement. 

11For the purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 12 17 CFR 200.30–3(a)(12). 

060, because those changes are not 

operative until January 12, 2009.5

On December 22, 2008, FINRA filed 

proposed rule change SR–FINRA–2008– 

066 to reflect the closing of the FINRA/ 

NSX Trade Reporting Facility. As part of 

that proposed rule change, FINRA 

proposed to renumber the rules relating 

to the FINRA/NYSE TRF and Rule 

6380C became Rule 6380B. SR–FINRA– 

2008–066 was filed for immediate 

effectiveness with an operative date of 

January 1, 2009. The underlying text of 

SR–FINRA–2008–066 did not reflect the 

amendments to Rule 6380C(e) that were 

proposed pursuant to SR–FINRA–2008– 

060, because those changes are not 

operative until January 12, 2009.6

Because of the timing of the 

aforementioned filings, the amendments 

to Rules 6380B(e) and 6730(e) that were 

proposed pursuant to SR–FINRA–2008– 

060 were effectively superseded. 

Accordingly, FINRA is proposing to 

make conforming changes to Rules 

6380B(e) and 6730(e) to reflect the 

amendments that were proposed 

pursuant to SR–FINRA–2008–060, with 

no material changes to those 

amendments. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act,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. FINRA believes the 

proposed rule change will provide 

greater clarity to members and the 

public regarding FINRA’s rules. 

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 

FINRA represented that the proposed 

rule change qualifies for immediate 

effectiveness pursuant to Section 

19(b)(3)(A) of the Act 8 and Rule 19b– 

4(f)(6) thereunder 9 because it: (i) Does 

not significantly affect the protection of 

investors or the public interest; (ii) does 

not impose any significant burden on 

competition; and (iii) by its terms, does 

not become operative for 30 days from 

the date on which it was filed, or such 

shorter time as the Commission may 

designate if consistent with the 

protection of investors and the public 

interest.10

The Exchange has requested that the 

Commission waive the 30-day operative 

delay, so that the proposed rule change 

may become operative upon filing. The 

Commission hereby grants the 

Exchange’s request.11 The Commission 

believes that waiving the 30-day 

operative delay is consistent with the 

protection of investors and the public 

interest because it makes only technical 

changes to FINRA’s rules necessitated 

by an earlier rule change and thus 

should help avoid confusion among 

FINRA members and other market 

participants. 

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–2009–002 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–2009–002. 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– 

2009–002 and should be submitted on 

or before February 4, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–610 Filed 1–13–09; 8:45 am] 

BILLING CODE 8011–01–P 


sroberts on PROD1PC70 with NOTICES