Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 46661 

23 15 U.S.C. 78o–3(b)(6). 

24 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

Maker that is a distribution participant, 

affiliated purchaser, selling security 

holder or issuer in a distribution of an 

NMS stock that is a covered security 

subject to Rule 101 or 102 of Regulation 

M would be required to request an 

excused withdrawal of its quotations in 

the ADF in the offered security. FINRA 

believes that it is more appropriate to 

impose such obligation on the member 

that is posting the quotation, rather than 

require the manager of the distribution 

to do so on behalf of each member. 

FINRA also is proposing to amend 

NASD Rule 4200A, which sets forth the 

definitions applicable to the ADF rules, 

to make technical and conforming 

changes such as adding necessary 

references to Regulation M and deleting 

definitions that are currently not used in 

the ADF rules. 

FINRA believes that the proposed rule 

change will significantly improve the 

clarity of the current rules and enhance 

the information FINRA receives, which 

will better enable FINRA to monitor 

member OTC quoting and trading for 

purposes of Regulation M compliance. 

FINRA will announce the 

implementation date of the proposed 

rule change in a Regulatory Notice to be 

published no later than 60 days 

following 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,23 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. The rules being adopted 

as part of the Consolidated FINRA 

Rulebook previously have been found to 

meet the statutory requirements, and 

FINRA believes that those rules have 

since proven effective in achieving the 

statutory mandates. In addition, FINRA 

believes that the proposed rule change 

will significantly improve the clarity of 

FINRA’s current Regulation M-related 

rules and enhance FINRA’s ability to 

monitor member OTC quoting and 

trading for purposes of Regulation M 

compliance. 

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 insert SR–FINRA–2008–039 on 

the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Florence Harmon, Acting Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–FINRA–2008–039. 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 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–2008–039 and 

should be submitted on or before 

September 2, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Florence Harmon, 

Acting Secretary. 

[FR Doc. E8–18371 Filed 8–8–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58291; File No. SR–FINRA–

2008–043] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change To Establish a 

Membership Waive-In Process and Fee 

Waiver for Certain NYSE Alternext U.S. 

LLC Member Organizations 

August 1, 2008. 

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 July 30, 

2008, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) (f/k/a 

National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) 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 FINRA. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 


rmajette on PRODPC74 with NOTICES
46662 Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 

3See SR–AMEX–2008–62 and SR–AMEX–2008–

63. 

4See SR–NYSE–2008–70. 

5FINRA established a waive-in process to 

expedite the approval of membership applications 

of NYSE-only member organizations that were 

required to become FINRA members. That process 

is set forth in IM–1013–1 (Membership Waive-In 

Process for Certain New York Stock Exchange 

Member Organizations). See Securities Exchange 

Act Release No. 56653 (October 12, 2007), 72 FR 

59127 (October 18, 2007) (File No. SR–NASD–

2007–056). 

6The ‘‘86 Trinity Permit’’ will authorize owners, 

lessees or nominees of AMEX Regular Members or 

Options Principal Members (‘‘OPMs’’), AMEX 

limited trading permit holders, and AMEX associate 

members who were authorized to trade on the 

AMEX immediately before the Mergers to continue 

to trade at NYSE Alternext’s systems and facilities 

at 86 Trinity Place, New York, New York (the ‘‘86 

Trinity Trading Systems’’). NYSE Alternext will 

recognize the former AMEX (i) owners, lessees or 

nominees of Regular Members or OPMs, (ii) limited 

trading permit holders, and (iii) associate members 

as either NYSE Alternext member organizations or 

members, as applicable. 

7 In connection with the Mergers, NYSE Euronext 

intends to relocate all equities trading previously 

conducted on the 86 Trinity Trading Systems to the 

NYSE’s trading systems and facilities located at 11 

Wall Street, New York, New York (the ‘‘NYSE 

Alternext Trading Systems’’). 

8The NYSE is proposing a 60-day grace period for 

such NYSE Alternext member organizations to 

apply for and be approved for FINRA membership. 

In coordination with this proposal and with respect 

to the requirement in Incorporated NYSE Rule 2, 

FINRA would permit a 60-day grace period within 

which these member organizations must apply for 

and be approved for FINRA membership. Such 

grace period would run from the date that the NYSE 

Alternext member organization transfers its equities 

operations to NYSE Alternext Trading Systems. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing a rule change to 

establish Interpretive Material 1013–2 

(‘‘IM–1013–2’’), a membership waive-in 

process for certain American Stock 

Exchange LLC (‘‘AMEX’’), to be 

renamed NYSE Alternext U.S. LLC 

(‘‘NYSE Alternext’’), member 

organizations and to amend Interpretive 

Material Section 4(b)(1) and (e) to 

Schedule A of the By-Laws to establish 

a membership application fee waiver for 

those NYSE Alternext member 

organizations that apply for membership 

pursuant to IM–1013–2. The Waive-In 

Membership Application Form is 

attached as Exhibit 3 to this rule filing. 

The text of the proposed rule change is 

available at the FINRA’s principal 

office, the Commission’s Public 

Reference Room, and http:// 

www.finra.org. 

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 

On January 17, 2008, the Amex 

Membership Corporation and NYSE 

Euronext entered into an Agreement and 

Plan of Merger (‘‘Merger Agreement’’) 

whereby, through a series of mergers, 

NYSE Euronext will acquire AMEX 

(‘‘Merger Transaction’’) 3 and as a result 

of these mergers (the ‘‘Mergers’’), AMEX 

will become one of the U.S. wholly 

owned subsidiaries of NYSE Group and 

will be renamed NYSE Alternext U.S. 

LLC. 

To achieve efficiencies in the 

regulation of NYSE Alternext member 

organizations, NYSE intends to (1) 

require mandatory FINRA and NYSE 

membership for NYSE Alternext 

member organizations (other than those 

that exclusively trade options),4 (2) 

adopt a series of member conduct rules 

for NYSE Alternext member 

organizations that are substantively 

identical to the Incorporated NYSE 

Rules that are the subject of an 

Agreement among FINRA, New York 

Stock Exchange LLC, and NYSE 

Regulation, Inc. (‘‘NYSE Regulation’’), 

pursuant to Rule 17d–2 under the Act 

(the ‘‘17d–2 Agreement’’), and (3) 

amend the 17d–2 Agreement to include 

NYSE Alternext as a party to that 

agreement so that FINRA will assume 

regulatory responsibility consistent with 

the terms of that agreement for the 

NYSE Alternext Equities rules that are 

substantively identical to the 

Incorporated NYSE Rules. 

In furtherance of these efforts, the 

proposed rule change would establish a 

membership waive-in process for 

certain NYSE Alternext member 

organizations, similar to the process for 

NYSE member organizations.5

The proposed rule change would 

apply to any NYSE Alternext member 

organization that holds a valid 86 

Trinity Permit 6 as of the date such firm 

transfers its equities operations to the 

NYSE Alternext Trading Systems 7 and 

is not currently a FINRA member. 

FINRA recognizes that the AMEX and 

NYSE have comprehensive membership 

applications and review processes based 

on similar principles and standards to 

that of FINRA. As such, those NYSE 

Alternext member organizations that 

will become FINRA members already 

have been subjected to an extensive 

screening process. Therefore, the 

proposed rule change would establish 

IM–1013–2 (Membership Waive-In 

Process for Certain NYSE Alternext U.S. 

LLC Member Organizations), a process 

that would make such firms eligible to 

automatically become a FINRA member 

and to automatically register all 

associated persons whose registrations 

are approved with NYSE Alternext in 

registration categories recognized by 

FINRA upon submission to FINRA’s 

Member Regulation Department (‘‘the 

Department’’) of a signed waive-in 

membership application (‘‘Waive-In 

Application’’).8

Associated persons of the NYSE 

Alternext member organizations will be 

automatically registered with FINRA 

only for those registration categories 

that are recognized jointly by FINRA 

and NYSE Alternext—e.g., a General 

Securities Representative (Series 7); 

provided, however, that the firm must, 

upon approval of FINRA membership, 

submit an amended Form U4 for each 

such associated person, denoting the 

corresponding FINRA registration 

category(ies) for such person. A list of 

those registration categories is included 

as part of the Waive-In Application. 

(Please note that both FINRA and AMEX 

recognize the Series 9/10, but for 

FINRA, persons who have passed the 

Series 9/10 may function only as a 

General Securities Sales Supervisor (see 

NASD Rule 1022(g))). For those 

associated persons registered in a 

category recognized only by NYSE 

Alternext, FINRA will acknowledge 

such registrations to permit such 

persons to continue to function in the 

capacity for which they are registered. 

The Waive-In Application would 

require the following information: 

(1) General company information, 

including Central Registration 

Depository (CRD) Number and contact 

person; 

(2) An attestation that all information 

on the applicant’s CRD form, as of the 

date of submission of the Waive-In 

Application, is accurate and complete 

and fully reflects all aspects of the 

applicant’s current business, including, 

but not limited to, ownership structure, 

management, product lines and 

disclosures; 

(3) The identity of the firm’s 

Executive Representative; 


rmajette on PRODPC74 with NOTICES
Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 46663 

9The new consolidated FINRA rulebook 

(‘‘Consolidated FINRA Rulebook’’) will consist only 

of FINRA Rules and will apply to all FINRA 

members, unless such rules have a more limited 

application by their terms. 

10FINRA is proposing that firms admitted to 

FINRA membership under IM–1013–1 be subject to 

the consolidated FINRA rules. See Securities 

Exchange Act Release No. 58206 (July 22, 2008), 73 

FR 43808 (July 28, 2008). 

11The NYSE notes in its filing SR–NYSE–2008–

70 that while the AMEX rules governing 

membership are substantially similar to NYSE rules 

governing membership (i.e., NYSE Rules 311–313), 

there are certain additional requirements that are 

not contained in the AMEX rules, including a 

requirement that a member organization submit an 

opinion of counsel that a member corporation’s 

stock is validly issued and outstanding and that 

restrictions and provisions required by NYSE on the 

transfer, issuance, conversion and redemption of its 

stock have been made legally effective. See NYSE 

Rule 313.20. NYSE proposes to allow NYSE 

Alternext member organizations six months from 

the date the member organization transfers its 

equities operations to the NYSE Alternext Trading 

Systems to comply with the membership 

requirements in NYSE Rules 311–313. FINRA also 

proposes to grant NYSE Alternext member 

organizations becoming FINRA members pursuant 

to IM–1013–2 an identical period to comply with 

Incorporated NYSE Rules 311–313. 

12For purposes of this filing, activities that are 

ancillary to a Floor broker’s core business include 

(i) routing orders in NYSE-traded or NYSE 

Alternext-traded securities to an away market for 

any reason relating to their ongoing Floor activity, 

including regulatory compliance or meeting bestexecution obligations, or (ii) provided that the 

majority of transactions effected by the firm are 

effected on the NYSE, sending to other markets 

orders in NYSE-traded, NYSE Alternext-traded or 

non-NYSE-traded securities and/or futures if such 

orders relate to hedging positions in NYSE-traded 

or NYSE Alternext-traded securities, or are part of 

arbitrage or program trade strategies that include 

NYSE-traded or NYSE Alternext-traded securities. 

13The licensing and other requirements 

applicable to the NYSE Alternext member 

organizations and their associated persons are 

subject to change as part of the process of 

establishing the Consolidated FINRA Rulebook. 14 15 U.S.C. 78o–3(b)(6). 

(4) Completed and signed Entitlement 

Forms (unless previously submitted); 

(5) A signed FINRA Membership 

Agreement; and 

(6) Representations that the 

applicant’s Uniform Application for 

Broker-Dealer Registration (‘‘Form BD’’) 

will be amended as needed to keep 

current and accurate; that all individual 

and entity registrations with FINRA will 

be kept current; and that all information 

and statements contained in the WaiveIn Application are current, true and 

complete. 

The proposed rule change would 

require the Department to review the 

Waive-In Application within three (3) 

business days of receipt and, if 

complete, issue a letter notifying the 

applicant that it has been approved for 

membership. The Membership 

Agreement would become effective on 

the date of such notification letter. 

As set forth in proposed IM–1013–2, 

the NYSE Alternext member 

organizations admitted pursuant to 

proposed IM–1013–2, being member 

organizations of both NYSE and NYSE 

Alternext, would be subject to the 

consolidated FINRA rules 9 (provided 

that firms admitted to FINRA 

membership under IM–1013–1 also are 

subject to the consolidated FINRA 

rules),10 the NYSE rules incorporated by 

FINRA,11 the FINRA By-Laws and 

Schedules to By-Laws, including 

Schedule A (Assessments and Fees), 

and the NASD Rule 8000 (Investigations 

and Sanctions) and Rule 9000 (Code of 

Procedure) Series, provided that their 

NYSE or NYSE Alternext securities 

business is limited to floor-based 

activities in either NYSE-traded or 

NYSE Alternext-traded securities, or 

routing away to other markets orders 

that are ancillary to their core NYSE or 

NYSE Alternext floor business under 

NYSE Rule 70.40 or NYSE Alternext 

Equities Rule 70.40 (‘‘permitted floor 

activities’’).12

If an NYSE Alternext member 

organization admitted pursuant to 

proposed IM–1013–2 seeks to expand its 

business operations to include any 

activities other than the permitted floor 

activities or makes changes to its 

securities business that would otherwise 

require FINRA membership, such firm 

must apply for and receive approval to 

engage in such business activity 

pursuant to NASD Rule 1017. Upon 

approval of such business expansion, 

the firm would become subject to all 

NASD Rules, in addition to the 

consolidated FINRA rules and those 

NYSE rules incorporated by FINRA. 

Associated persons of an NYSE 

Alternext member organization 

admitted to FINRA pursuant to 

proposed IM–1013–2 would be subject 

to the same set of rules as the firm with 

which they are associated. Inasmuch as 

these associated persons would not be 

subject to NASD Rules 1021 or 1031, 

they would not be required to register in 

a registration category recognized by 

FINRA. To the extent that such persons 

continue to be associated solely with a 

firm whose business complies with the 

limitations imposed on those firms 

admitted to FINRA pursuant to 

proposed IM–1013–2, FINRA is not 

imposing any registration requirements 

beyond those required by the NYSE or 

NYSE Alternext, provided their 

business is confined in scope as 

contemplated in proposed IM–1013–2.13

Finally, the proposed rule change 

would amend Interpretive Material 

Section 4(b)(1) and 4(e) of Schedule A 

of the FINRA By-Laws to exempt NYSE 

Alternext applicants from the 

assessment of a FINRA membership 

application fee and from fees for each 

initial Form U4 filed by the applicant 

with FINRA for the registration of a 

representative or principal associated 

with the firm at the time it submits its 

application for FINRA membership 

pursuant to proposed IM–1013–2. 

FINRA believes the exemption is 

appropriate because the waive-in 

application process will not require the 

same resources by the Department as 

when a new applicant that is not 

already a member of NYSE or NYSE 

Alternext seeks membership. 

The effective date of the proposed 

rule change will be the date of 

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,14 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. The proposed rule 

change will facilitate the application 

process for NYSE Alternext member 

organizations with a waive-in process 

that ensures that these firms meet 

suitable standards for admission into 

FINRA. 

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 FINRA consents, the 

Commission will: 

(A) By order approve such proposed 

rule change; or 


rmajette on PRODPC74 with NOTICES
46664 Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The current FINRA rulebook consists of two sets 

of rules: (1) NASD Rules and (2) rules incorporated 

from NYSE (‘‘Incorporated NYSE Rules’’) (together 

referred to as the ‘‘Transitional Rulebook’’). The 

Incorporated NYSE Rules (hereinafter, ‘‘NYSE 

Rules’’) apply only to those members of FINRA that 

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

Dual Members also must comply with NASD Rules. 

For more information about the rulebook 

consolidation process, see FINRA Information 

Notice, March 12, 2008 (Rulebook Consolidation 

Process). 

(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–2008–043 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–FINRA–2008–043. 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, 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–

2008–043 and should be submitted on 

or before September 2, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18384 Filed 8–8–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58308; File No. SR–FINRA–

2008–027] 

Self-Regulatory Organizations: 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change Relating to the 

Adoption of FINRA Rule 3220 

(Influencing or Rewarding Employees 

of Others) and FINRA Rule 2070 

(Transactions Involving FINRA 

Employees) in the Consolidated FINRA 

Rulebook 

August 5, 2008. 

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 July 18, 

2008, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) (f/k/a 

National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) 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 

substantially 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 transfer 

without material change NASD Rules 

3060 (Influencing or Rewarding 

Employees of Others) and 3090 

(Transactions Involving Association and 

American Stock Exchange Employees) 

into the new consolidated FINRA 

rulebook (‘‘Consolidated FINRA 

Rulebook’’) 3 and to delete the 

corresponding provisions in NYSE 

Rules 350, 350.10, 407(a), 407.10 and 

NYSE Rule Interpretations 350/01 

through 350/03. The proposed rule 

change would renumber NASD Rule 

3060 as FINRA Rule 3220 and NASD 

Rule 3090 as FINRA Rule 2070 in the 

Consolidated FINRA Rulebook, and 

would delete NASD Rules 3060 and 

3090 in their entirety from the 

Transitional Rulebook. The text of the 

proposed rule change is available at 

FINRA, the Commission’s Public 

Reference Room, and http:// 

www.finra.org. 

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 

As part of the process of developing 

the Consolidated FINRA Rulebook, 

FINRA is proposing to transfer without 

material change NASD Rules 3060 

(Influencing or Rewarding Employees of 

Others) and 3090 (Transactions 

Involving Association and American 

Stock Exchange Employees) into the 

Consolidated FINRA Rulebook and to 

delete the corresponding provisions in 

Incorporated NYSE Rules 350, 350.10, 

407(a), 407.10 and NYSE Rule 

Interpretations 350/01 through 350/03. 

The proposed rule change would 

renumber NASD Rule 3060 as FINRA 

Rule 3220 and NASD Rule 3090 as 

FINRA Rule 2070 in the Consolidated 

FINRA Rulebook, and would delete 

NASD Rules 3060 and 3090 in their 

entirety from the Transitional Rulebook. 

FINRA will announce the 

implementation date of the proposed 

rule change in a Regulatory Notice to be 

published no later than 60 days 

following Commission approval. 

(A) Proposed FINRA Rule 3220 

(1) Background 

NASD Rule 3060 (Influencing or 

Rewarding Employees of Others) 

currently states that no member or 


rmajette on PRODPC74 with NOTICES