3774 Federal Register / Vol. 75, No. 14 / Friday, January 22, 2010 / Notices 

6 15 U.S.C. 78s(b)(3)(A). 

7 17 CFR 240.19b–4(f)(2). 

8 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). 

4 15 U.S.C. 78s(b)(1). 

5 17 CFR 240.19b–4. 

of the Act 6 and subparagraph (f)(2) of 

Rule 19b–4 7 thereunder. 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–CBOE–2010–001 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–2010–001. 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 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 available publicly. All 

submissions should refer to File 

Number SR–CBOE–2010–001 and 

should be submitted on or before 

February 12, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–1142 Filed 1–21–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61323; File No. SR– 

NASDAQ–2009–116] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Rule 2240 and 2250 To Reflect 

Changes to Corresponding FINRA 

Rules 

January 11, 2010. 

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 December 

30, 2009, The NASDAQ Stock Market 

LLC (the ‘‘Exchange’’ or ‘‘NASDAQ’’) 

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 the Substance 

of the Proposed Rule Change 

Pursuant to the provisions of Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’),4 and Rule 19b–4 

thereunder,5 The NASDAQ Stock 

Market LLC (the ‘‘Exchange’’ or 

‘‘NASDAQ’’) is filing with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to amend NASDAQ Rule 2240 and 2250 

to reflect recent changes to 

corresponding rules of the Financial 

Industry Regulatory Authority 

(‘‘FINRA’’). The text of the proposed rule 

change is below. Additions are in 

italics; deletions are in brackets. 

NASDAQ Stock Market Rules 

* * * * * 

[2240. Disclosure of Control 

Relationship with Issuer 

Nasdaq Members shall comply with 

NASD Rule 2240 as if such Rule were 

part of Nasdaq’s Rules.] 

* * * * * 

[2250. Disclosure of Participation or 

Interest in Primary or Secondary 

Distribution 

Nasdaq Members shall comply with 

NASD Rule 2250 as if such Rule were 

part of Nasdaq’s Rules.] 

* * * * * 

2262. Disclosure of Control Relationship 

with Issuer 

Nasdaq Members shall comply with 

FINRA Rule 2262 as if such Rule were 

part of Nasdaq’s Rules. 

* * * * * 

2269. Disclosure of Participation or 

Interest in Primary or Secondary 

Distribution 

Nasdaq Members shall comply with 

FINRA Rule 2269 as if such Rule were 

part of Nasdaq’s Rules. 

* * * * * 

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 NASDAQ’s rules 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 


erowe on DSK5CLS3C1PROD with NOTICES
Federal Register / Vol. 75, No. 14 / Friday, January 22, 2010 / Notices 3775 

6Securities Exchange Act Release No. 60659 

(September 11, 2009), 74 FR 48117 (September 21, 

2009) (SR–FINRA–2009–044). 

7 15 U.S.C. 78f. 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). 

has renumbered these rules, and in 

some cases has substantively amended 

them. Accordingly, NASDAQ also 

proposes to initiate a process of 

modifying its rulebook to ensure that 

NASDAQ 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 NASDAQ rules to mirror 

corresponding FINRA rules, because 

existing or planned NASDAQ rules 

make use of those numbers. However, 

wherever possible, NASDAQ plans to 

update its rules to reflect changes to 

corresponding FINRA rules. 

This filing addresses NASDAQ Rule 

2240 entitled ‘‘Disclosure of Control 

Relationship with Issuer’’ and 2250 

entitled ‘‘Disclosure of Participation or 

Interest in Primary or Secondary 

Distribution.’’ NASDAQ Rule 2262 

makes reference to NASD 2240 entitled 

‘‘Disclosure of Control Relationship with 

Issuer.’’ FINRA filed a proposed rule 

change to adopt NASD Rule 2240 as 

FINRA Rule 2262, NASD Rule 2250 as 

FINRA Rule 2269 and NASD Rule 3340 

as FINRA Rule 5260.6

FINRA transferred NASD Rule 2240 

unchanged into the Consolidated FINRA 

Rulebook as FINRA Rule 2262. FINRA 

Rule 2262 provides that a member 

controlled by, controlling, or under 

common control with the issuer of any 

security must, before entering into any 

contract with or for a customer for the 

purchase or sale of such security, 

disclose to the customer the existence of 

such control; if such disclosure is not 

made in writing, it must be 

supplemented by written disclosure at 

or before the completion of the 

transaction. 

FINRA transferred NASD Rule 2250 

unchanged into the Consolidated FINRA 

Rulebook as FINRA Rule 2269. FINRA 

Rule 2269 provides that if a member is 

acting as a broker for a customer, or is 

acting for both the customer and some 

other person, or is acting as a dealer and 

receives or has promise of receiving a 

fee from a customer for advising the 

customer with respect to securities, then 

the member must, at or before the 

completion of any transaction for or 

with the customer in any security in the 

primary or secondary distribution of 

which the member is participating or is 

otherwise financially interested, give 

the customer written notification of the 

existence of such participation or 

interest. 

FINRA transferred NASD Rule 3340 

without material change into the 

Consolidated FINRA Rulebook as 

FINRA Rule 5260. FINRA Rule 5260 

prohibits members from, directly or 

indirectly, effecting transactions or 

publishing quotations or indications of 

interest (‘‘IOIs’’) in (1) any security with 

respect to which a trading halt is in 

effect; or (2) any security future when 

there is a regulatory trading halt in 

effect with respect to the underlying 

security. The trading and quoting 

conduct prohibited by Rule 3340 is 

triggered only when a trading halt is in 

effect. The rule also provides that, in the 

event that FINRA halts over-the-counter 

trading and quoting in NMS stocks 

because the Alternative Display Facility 

(‘‘ADF’’) or a Trade Reporting Facility 

(‘‘TRF’’) is unable to transmit real-time 

information to the applicable Securities 

Information Processor, members are not 

prohibited from trading through other 

markets for which trading is not halted. 

NASDAQ is proposing to amend 

NASDAQ Rule 2240 by renaming Rule 

2240 to new Rule 2262. Also, NASDAQ 

is proposing to amend NASDAQ Rule 

2250 by renaming Rule 2250 to new 

Rule 2269. NASDAQ would delete 

current Rules 2240 and 2250. NASDAQ 

also proposes to amend the references to 

NASD Rule 2240 and 2250 to instead 

state FINRA Rules 2262 and 2269 in the 

new Rules 2262 and 2269, respectively. 

No changes are necessary to Rule 3340. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,7

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

the Act,8 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 

NASDAQ Rules 2240 and 2250 to recent 

changes made to corresponding FINRA 

rules and rename Rules 2240 and 2250 

to new Rules 2262 and 2269 

respectively. 

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. 

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 9 and Rule 19b– 

4(f)(6) thereunder.10

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–NASDAQ–2009–116 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–NASDAQ–2009–116. 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 


erowe on DSK5CLS3C1PROD with NOTICES
3776 Federal Register / Vol. 75, No. 14 / Friday, January 22, 2010 / Notices 

11 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. 34–59987 

(May 27, 2009), 74 FR 106 [sic] (June 4, 2009) (SR– 

FINRA–2009–016). 

5 15 U.S.C. 78f. 

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

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 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 NASDAQ. 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– 

NASDAQ–2009–116 and should be 

submitted on or before February 12, 

2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–1140 Filed 1–21–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61321; File No. SR– 

NASDAQ–2010–002] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Rule 2810 To Reflect Changes 

to Corresponding FINRA Rule 

January 8, 2010. 

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 5, 

2010, The NASDAQ Stock Market LLC 

(the ‘‘Exchange’’ or ‘‘NASDAQ’’) 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 the Substance 

of the Proposed Rule Change 

The Exchange is filing this proposed 

rule change to amend NASDAQ Rule 

2810 to reflect recent changes to a 

corresponding rule of the Financial 

Industry Regulatory Authority 

(‘‘FINRA’’). NASDAQ 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 NASDAQ’s rules 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, NASDAQ also 

proposes to initiate a process of 

modifying its rulebook to ensure that 

NASDAQ rules corresponding to FINRA 

rules continue to mirror them as closely 

as practicable. In some cases, it will not 

be possible for the rule numbers of 

NASDAQ rules to mirror corresponding 

FINRA rules, because existing or 

planned NASDAQ rules make use of 

those numbers. However, wherever 

possible, NASDAQ plans to update its 

rules to reflect changes to corresponding 

FINRA rules. 

This filing addresses NASDAQ Rule 

2810, which formerly corresponded to 

NASD 2810, and which addresses 

underwriting terms and arrangements in 

public offerings of direct participation 

programs and unlisted real estate 

investments trusts (collectively, 

‘‘Investment Programs’’). In SR–FINRA– 

2009–016,4 FINRA redesignated NASD 

Rule 2810 as FINRA Rule 2310 with no 

material change. FINRA Rule 2310 

requires that members participating in a 

public offering of an Investment 

Program meet certain requirements 

regarding underwriting compensation, 

fees and expenses, perform due 

diligence on the Investment Program, 

follow specific guidelines on suitability, 

and adhere to limits on non-cash 

compensation. 

NASDAQ is adopting the new FINRA 

rule in full, and because the NASDAQ 

Rules currently contain a Rule 2310, 

will redesignate Rule 2810 as NASDAQ 

Rule 2310A, so as to closely correspond 

to the new FINRA rule number. 

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 

NASDAQ Rule 2810 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. 


erowe on DSK5CLS3C1PROD with NOTICES