16020 Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 

14 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. 56145 

(July 26, 2007), 72 FR 42169 (August 1, 2007), as 

amended by Securities Exchange Act Release No. 

56145A (May 30, 2008), 73 FR 32377 (June 6, 2008) 

(File No. SR–NASD–2007–023). 

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–CBOE–2009–020 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–CBOE–2009–020. 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 CBOE. 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–CBOE–2009–020 and 

should be submitted on or before 

April 29, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7974 Filed 4–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59696; File No. SR–FINRA– 

2009–020] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change Relating to the 

FINRA Regulation Board Composition 

and Conforming Changes to the FINRA 

Regulation By-Laws 

April 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 March 27, 

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, 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 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing to amend the ByLaws of FINRA’s regulatory subsidiary 

(‘‘FINRA Regulation’’) to modify the 

FINRA Regulation Board (‘‘FINRA 

Regulation Board’’) composition, to 

adopt changes to conform the FINRA 

Regulation By-Laws to the FINRA ByLaws, and to reflect the corporate name 

change and similar matters. 

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 

Background on FINRA and Its 

Regulatory Subsidiary 

On July 30, 2007, NASD and the New 

York Stock Exchange consolidated their 

member firm regulation operations into 

a combined organization, FINRA. As 

part of the consolidation, the SEC 

approved amendments to the NASD ByLaws to implement governance and 

related changes.3 The approved changes 

included a FINRA Board governance 

structure that balanced public and 

industry representation and designated 

seven governor seats to represent 

member firms of various sizes based on 

the criteria of firm size. 

FINRA Regulation (formerly known as 

NASD Regulation) is a subsidiary of 

FINRA that operates according to the 

Plan of Allocation and Delegation of 

Functions by NASD to Subsidiaries, as 

amended, which NASD adopted first in 

1996 when it formed NASD Regulation. 

FINRA Regulation’s By-Laws were not 

amended at the time of the 

consolidation, other than in a few 

sections where those By-Laws conflicted 

with the new FINRA By-Laws. On 

November 6, 2008, the Commission 

approved a proposed rule change to 

amend Articles I, II, III, V, VI, VII, IX, 

X and XIII, Section 4.16 of Article IV, 

and all of Article VIII except Section 8.7 

and all of Article XII except Section 

12.3, to realign the representation of 

industry members on the National 

Adjudicatory Council to follow more 

closely the categories of industry 

representation on the FINRA Board. See 

SR–FINRA 2008–046, Securities 

Exchange Act Release No. 58909 

(November 6, 2008), 73 FR 68467 

(November 18, 2008). 

Changes to the FINRA Regulation Board 

Composition To Parallel the FINRA 

Board 

The proposed rule change would 

make limited modifications to Article IV 


rwilkins on PROD1PC63 with NOTICES
Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 16021 

4See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.3(a) (Qualifications). The 

current provision provides, in part, that ‘‘[t]he 

Board shall include the President and the National 

Adjudicatory Council Chair, representatives of an 

issuer of investment company shares or an affiliate 

of such an issuer, and an insurance company or an 

affiliated NASD member.’’ 

5See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.3(a) (Qualifications). The NAC 

Chair’s automatic service on the FINRA Board of 

Governors was eliminated in 2007 as one of the 

changes to the FINRA By-Laws made during the 

NASD and NYSE consolidation. 

6See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.3(a) (Qualifications). The 

current provision provides, in part, that ‘‘[t]he 

number of Non-Industry Directors shall equal or 

exceed the number of Industry Directors.’’ 

7See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.13(f) (Committees). The 

current provision provides, in part, that ‘‘[t]he 

Executive Committee shall consist of three or four 

Directors, including at least one Public Director. 

The President of NASD Regulation shall be a 

member of the Executive Committee. The number 

of Non-Industry committee members shall equal or 

exceed the number of Industry committee 

members.’’ 

8See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.3 (Qualifications). The current 

provision provides, in part, that ‘‘[i]f the Board 

consists of 5–7 Directors, it shall include at least 

one Public Director. If the Board consists of eight 

to nine Directors, at least two Directors shall be 

Public Directors. If the Board consists of ten to 

twelve Directors, at least three Directors shall be 

Public Directors, and if the Board consists of 

thirteen to fifteen Directors, at least four shall be 

Public Directors.’’ 

9See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.3(a) (Qualifications). 

10See current FINRA Regulation By-Laws, Article 

IV, Section 4.12(b) (Notice of Meeting; Waiver of 

Notice) and Article XII, Section 12.3(b) (Waiver of 

Notice). 

11See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.6 (Removal). The sole 

stockholder of the capital stock of FINRA 

Regulation is FINRA, Inc. See Article XI, Section 

11.1 (Sole Stockholder). 

12See Delaware General Corporation Law, 

§ 141(k). As a practical matter, the FINRA Board 

generally would be asked to pass a resolution 

authorizing an officer of FINRA to execute a sole 

stockholder consent on behalf of FINRA (who is the 

sole stockholder of FINRA Regulation) before such 

a consent is executed. As such, the FINRA Board 

would have a voice in the matter, but as a matter 

of Delaware law, the consent authorizing the 

removal must be executed by a duly authorized 

officer of FINRA in FINRA’s capacity as sole 

stockholder. 

13See current FINRA Regulation By-Laws, Article 

IV, Section 4.4 (Election). 

14See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.8 (Filling of Vacancies). 

Pursuant to the General Corporation Law, FINRA, 

as the sole stockholder of FINRA Regulation, has 

the authority to execute a stockholder consent 

electing an individual to the fill the vacancy 

pursuant to directions of the FINRA Board. 

Alternatively, the FINRA Board may pass a 

resolution making it known who they would like 

appointed to fill the vacancy. Under this scenario, 

it is likely that the remaining members of the 

FINRA Regulation Board will follow the advice of 

its controlling stockholder and elect the 

recommended individual. See Delaware General 

Corporation Law, § 223. 

15See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.3(b) (Qualifications). See also 

Delaware General Corporation Law § 142, which 

allows the sole stockholder to make this selection 

if expressly provided for in the By-Laws. 

16See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.3(b) (Qualifications). 

17See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.3(b) (Qualifications). The 

current provision provides, in part, that the Board 

shall designate a Chair ‘‘as soon as practicable, 

following the annual election of Directors.’’ 

of the FINRA Regulation By-Laws to 

parallel more closely the governance 

structure of the FINRA Board. To reflect 

FINRA’s current governance structure, 

the proposed rule change establishes 

that FINRA Regulation Board members 

are drawn exclusively from the FINRA 

Board.4 In accordance with this change, 

the National Adjudicatory Council 

(NAC) Chair will no longer be a member 

of the FINRA Regulation Board.5 The 

rule change also eliminates specific 

references to representatives of an issuer 

of investment company shares and an 

insurance company (or affiliated 

members) from the required 

composition of the Board. Because the 

FINRA Board includes a Floor Member 

Governor, an Independent Dealer/ 

Insurance Affiliate Governor and an 

Investment Company Affiliate Governor, 

any of these Governors may serve on the 

subsidiary’s Board. 

The proposed rule change would 

apply to the FINRA Regulation Board 

the requirement, which exists in the 

FINRA By-Laws, that the FINRA 

Regulation Board have more Public 

Directors than Industry Directors.6 In 

furtherance of this change, references 

throughout Article IV to balancing 

Industry and Non-Industry Board 

members have been replaced with 

references to balancing Industry and 

Public Board members. The proposal 

likewise would remove the requirement 

that the Executive Committee include at 

least one Public Director and institute 

the requirement that Public Directors 

shall exceed Industry Directors on 

FINRA Regulation’s Executive 

Committee of the Board.7

The proposed rule change would 

continue FINRA’s custom of substantial 

industry participation on the board of 

its regulatory subsidiary. Currently, 

selection of the FINRA Board includes 

a petition process that allows for 

additional candidates for seven Industry 

Governor seats to be elected in 

contested elections. To ensure that the 

fair representation of industry members 

on the FINRA Board is similarly 

reflected on the FINRA Regulation 

Board, the proposal would establish that 

the FINRA Regulation Board include 

20%, and not less than two, Small, MidSize, or Large Firm Governors.8 These 

provisions would establish a minimum 

floor of 20% of the FINRA Regulation 

Board Directors coming from FINRA 

Governor seats with potential contested 

elections and would ensure that a 

minimum of two such Governors would 

serve on the FINRA Regulation Board.9

The proposed rule change would 

clarify the conditions under which the 

FINRA Regulation Board can meet. The 

current FINRA Regulation By-Laws 

instruct that a Director can waive notice 

of a Board meeting by being present at 

the meeting, so long as the Director did 

not attend the meeting solely to object 

to the meeting taking place.10 The 

proposed addition to Section 4.12(c) 

clarifies that a Board meeting is a legal 

meeting if all Directors are present and 

no Director is present solely for the 

purpose of objecting to the meeting 

taking place. 

Post-Consolidation Changes to FINRA 

Board Responsibilities 

The proposed rule change would 

implement minor alterations regarding 

removing FINRA Regulation Board 

members, filling a vacant board seat, 

and selection of the Chair of FINRA 

Regulation’s Board. FINRA Regulation is 

a stock corporation organized in the 

State of Delaware. First, the proposal 

would transfer the authority to remove 

Directors from a majority vote of the 

FINRA Board to the stockholder of 

FINRA Regulation 11 to accommodate 

Delaware law, which requires that a 

stock corporation vest the power to 

remove directors with the stockholder.12

Second, Directors of FINRA Regulation 

currently are elected annually at the 

meeting of FINRA Regulation’s 

stockholder or at a special meeting 

dedicated to FINRA Regulation Board 

elections. When the annual election of 

Directors is not held on the designated 

date, the By-Laws charge the Directors 

to ‘‘cause such election’’ to be held.13

The proposed rule change would 

confirm that the same process should be 

used by the FINRA Regulation Board 

when filling vacancies among its ranks. 

The proposal would adopt language that 

the FINRA Board shall ‘‘cause the 

election’’ of a qualified Director to fill 

the vacant position.14 Third, the 

proposal would transfer the task of 

selecting the Chair of the FINRA 

Regulation Board from the Board 

members to FINRA Regulation’s 

stockholder.15 The proposal also would: 

• Eliminate the requirement that the 

Board select a Vice Chair as 

unnecessary; 16

• Indicate that the stockholder would 

designate the Chair at the same time that 

the Directors are elected; 17

• Eliminate as unnecessary the 

reference to the first meeting of NASD 


rwilkins on PROD1PC63 with NOTICES
16022 Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 

18See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.4 (Election). 

19See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.7 (Disqualification). 

20See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.5. The current provision 

provides, in part, that ‘‘[a]ny Director may resign at 

any time either upon written notice of resignation 

to the Chair of the Board, the President, or the 

Secretary.’’ Under the proposed provision, notice of 

resignation must be submitted to the Chair of the 

Board or the Secretary. 

21See proposed FINRA Regulation By-Laws, 

Article IV, Section 4.9(b) (Quorum and Voting). 

22See proposed FINRA Regulation By-Laws, 

Article XI, Section 11.3(a) (Signatures). Under the 

current provision, ‘‘[c]ertificates for shares of 

capital stock of FINRA Regulation shall be signed 

in the name of FINRA Regulation by two officers 

with one being the Chair of the Board, the 

President, or a Vice President, and the other being 

the Secretary, the Treasurer, or such other officer 

that may be authorized by the Board.’’ Under the 

proposal, certificates for shares of capital stock of 

FINRA Regulation shall be signed by two officers 

with one being the President or a Vice President, 

and the other being the Secretary, the Treasurer, or 

such other officer that may be authorized by the 

Board. 

23See proposed FINRA Regulation By-Laws, 

Article XI, Section 11.3(b) (Signatures). 

24See current FINRA Regulation By-Laws, Article 

XI, Section 11.4(a) (Stock Ledger). 

25See Delaware General Corporation Law § 158. 

26See proposed FINRA Regulation By-Laws, 

Article XI, Sections 11.4(a) (Stock Ledger) and 

11.5(a) (Transfers of Stock). 

27See FINRA Regulation By-Laws, Article IV, 

Sections 4.3(a) (Qualifications), 4.5 (Resignation), 

4.11(c) (Meetings), 4.13(f) (Executive Committee), 

and 4.13(g) (Finance Committee). Section 141(c)(2) 

of the General Corporation Law of the State of 

Delaware provides that ‘‘[t]he board of directors 

may designate 1 or more committees, each 

committee to consist of 1 or more directors of the 

corporation.’’ (Emphasis Added). Committees of the 

board, therefore, may be comprised exclusively of 

board members. In addition, any committee of the 

board that is delegated any power and authority of 

the board, such as the Executive Committee, must 

be comprised exclusively of board members. See 

Delaware General Corporation Law, § 141(c)(2). 

28See Delaware General Corporation Law, 

§ 141(f). 

29See proposed FINRA Regulation By-Laws, 

Article VIII, Section 8.7(b) (Advisory Council). 

Regulation at which Directors initially 

were elected; 18

• Clarify that when a Director is 

disqualified from Board service and the 

Director’s remaining term is not more 

than six months, the Board may 

continue to operate and will not violate 

any compositional requirements if it 

does not replace the disqualified 

Director; 19

• Remove the requirement that 

written notice of resignation by 

Directors be submitted to the 

President; 20 and 

• Eliminate as unnecessary a crossreference in the quorum provision and 

state that, when there is a quorum, a 

majority vote of the Directors present at 

a meeting constitutes action of the 

Board.21

Changes To Reflect Practices Regarding 

the Capital Stock of FINRA Regulation 

The proposed rule change would 

amend several provisions regarding 

FINRA Regulation’s capital stock. 

FINRA’s approach to the corporate law 

issue of signing certificates representing 

shares of FINRA Regulation capital 

stock is to have these shares signed by 

FINRA Regulation officers. Because 

FINRA Regulation does not have an 

officer as Chair of the Board, the 

possibility of the Chair signing stock 

certificates is being deleted.22 The 

proposal would eliminate limitations on 

when signatures on certificates 

representing shares of FINRA 

Regulation’s capital stock may be 

facsimiles and would allow any 

signature to be a facsimile.23 Given that 

currently certificates representing 

capital stock may be sealed with a 

facsimile of FINRA Regulation’s 

corporate seal, this change would apply 

the same flexible approach to signatures 

on the certificates. 

Currently, one section of the By-Laws 

requires that the FINRA Regulation 

Secretary, or another officer, employee, 

or agent, keep a record of FINRA 

Regulation’s capital stock ownership 

and ‘‘the number of shares represented 

by each such certificate.’’ 24 Tracking 

this language and applying it elsewhere, 

the proposal would change several 

phrases that discuss capital stock to 

‘‘certificates representing shares of 

capital stock’’ or similar constructions 

instead of ‘‘certificates for shares of 

capital stock.’’ This change would make 

the By-Laws more consistent with the 

language of the applicable section of the 

General Corporation Law of the State of 

Delaware.25 The proposal would delete 

as imprecise the words ‘‘certificates for’’ 

in the discussion of potential 

registration of shares of capital stock.26

Conforming Changes Relating to the 

New FINRA Name and Other Minor 

Changes 

The proposed rule change would 

make certain non-substantive changes to 

Articles IV and XI of the FINRA 

Regulation By-Laws as follows: 

• ‘‘The NASD’’ or ‘‘NASD’’ is 

replaced with ‘‘FINRA’’ or ‘‘the 

Corporation;’’ 

• ‘‘NASD Regulation’’ is changed to 

‘‘FINRA Regulation;’’ 

• ‘‘The Rules of the Association’’ is 

replaced with ‘‘the Rules of the 

Corporation,’’ and 

• ‘‘National Nominating Committee’’ 

is replaced with ‘‘Nominating 

Committee.’’ 

The proposed rule change would 

update sections of the FINRA 

Regulation By-Laws to acknowledge 

current practices. Because the President 

of FINRA Regulation is not designated 

to be a Governor on the FINRA Board, 

the proposed rule change would delete 

several references to the President of 

FINRA Regulation.27

The proposed rule change would 

amend and eliminate exceptions to the 

statement in Section 4.3 that the Chief 

Executive Officer (‘‘CEO’’) of FINRA 

shall be an ex-officio non-voting 

member of the FINRA Regulation Board. 

In particular, the proposed rule change 

would eliminate the exception regarding 

the CEO of FINRA also serving as 

President of FINRA Regulation and 

retaining the power to vote, among other 

powers. The FINRA Regulation Board 

will operate without this exception. 

The proposed rule change would 

revise Article IV, Section 4.12 (Notice of 

Meeting; Waiver of Notice) and Article 

XII, Section 12.3 (Waiver of Notice) to 

reflect advances in technology and the 

common usage of electronic 

transmission as a means of 

communication. In both these sections, 

FINRA intends ‘‘electronic 

transmission’’ to include e-mail, text 

messages, and related technologies as 

well as facsimile, radio, cable, wireless, 

or telegraph. The proposal would make 

a related change to Article IV, Section 

4.15 (Action Without Meeting) to 

eliminate the requirement that 

unanimous consent to taking action 

without a meeting specifically be in 

writing and filed with the minutes of 

the meeting. Instead, the consent would 

need to be ‘‘in accordance with’’ 

Delaware law, which allows a board to 

take action pursuant to unanimous 

consent communicated by electronic 

transmission.28

Furthermore, the proposed 

modifications also would delete as 

unnecessary the provision that allowed 

the advisory council to attend a FINRA 

Regulation Board meeting, but not to 

vote.29

Proposed Schedule A to the FINRA 

Regulation By-Laws would describe the 

boundaries for districts one through 

eleven. These boundaries are not 

changing. The description of district 

boundaries is being proposed for 

deletion as Schedule B from the FINRA 

By-Laws and is being proposed for 

addition as Schedule A to the FINRA 

Regulation By-Laws for administrative 

convenience because the districts are 

established in Article VIII, Section 8.1 

(Establishment of Districts) of the 

current FINRA Regulation By-Laws. 

FINRA will announce the effective 

date of the proposed rule change in a 

Regulatory Notice to be published no 


rwilkins on PROD1PC63 with NOTICES
Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 16023 

30 15 U.S.C. 78o–3(b)(6). 

31 15 U.S.C. 78o–3(b)(4). 

32 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

later than 60 days following 

Commission approval. The effective 

date will be 30 days following 

publication of the Regulatory Notice 

announcing Commission approval. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act,30 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(b)(4) of 

the Act,31 which requires that FINRA 

rules be designed to assure a fair 

representation of FINRA’s members in 

the administration of its affairs. The 

composition of the FINRA Board has 

previously been found to meet the 

statutory requirements, and FINRA 

believes that the proposed rule change 

will allow the representation of industry 

members, as well as public members, on 

the FINRA Regulation Board while 

enabling the FINRA Regulation Board to 

operate with a close connection to the 

FINRA Board. The remaining changes 

either conform to other changes made to 

the By-Laws or acknowledge current 

practices. 

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. 

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–2009–020 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–2009–020. 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– 

2009–020 and should be submitted on 

or before April 29, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7978 Filed 4–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59691; File No. SR–ISE– 

2009–16] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by the 

International Securities Exchange, LLC 

Relating to Amending the Fee 

Schedule 

April 2, 2009. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on March 27, 

2009, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or the 

‘‘ISE’’) 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 selfregulatory organization. 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 proposing to amend 

its Schedule of Fees with respect to 

equity transactions. The text of the 

proposed rule change is available on the 

Exchange’s Internet Web site at http:// 

www.ise.com. 

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 

self-regulatory organization 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. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 


rwilkins on PROD1PC63 with NOTICES