Federal Register / Vol. 74, No. 102 / Friday, May 29, 2009 / Notices 25783 

10See Securities Exchange Act Release Nos. 

58088 (July 2, 2008), 73 FR 39747 (July 10, 2008) 

(SR–CBOE–2008–16); 58224 (July 25, 2008), 73 FR 

44303 (July 30, 2008) (SR–ISE–2007–94); 59081 

(December 11, 2008), 73 FR 76432 (December 16, 

2008) (SR–Phlx–2008–79); and 59194 (January 5, 

2009), 74 FR 976 (January 9, 2009). 

11 15 U.S.C. 78s(b)(2). 

12 15 U.S.C. 78s(b)(2). 

13 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. 58461 

(September 4, 2008), 73 FR 52710 (September 10, 

2008) (SR–FINRA–2008–033); Securities Exchange 

Act Release No. 58514 (September 11, 2008), 73 FR 

54190 (September 18, 2008) (SR–FINRA–2008–039); 

Securities Exchange Act Release No. 58643 

(September 25, 2008), 73 FR 57174 (October 1, 

2008) (SR–FINRA–2008–021, –022, –026,–028, 

–029); Securities Exchange Act Release No. 58660 

(September 26, 2008), 73 FR 57393 (October 2, 

2008) (SR–FINRA–2008–027); Securities Exchange 

Act Release No. 58661 (September 26, 2008), 73 FR 

57395 (October 2, 2008) (SR–FINRA–2008–030); 

and Securities Exchange Act Release No. 59097 

(December 12, 2008), 73 FR 78412 (December 22, 

2008) (SR–FINRA–2008–057). 

4On March 30, 2009, the Exchange withdrew 

Amendment No. 1. 

5Amendment No. 2 to SR–NYSE–2009–25 

replaced the original filing in its entirety. 

References to Amendment No. 1 in Amendment No. 

2 should be read as Amendment No. 2. See 

telephone conversation between Clare F. 

Saperstein, Managing Director, NYSE Regulation, 

Inc., and Nancy J. Burke-Sanow, Assistant Director, 

Division of Trading and Markets, Commission, 

March 30, 2009. 

6See Securities Exchange Act Release No. 59655 

(March 30, 2009), 74 FR 15563 (‘‘Notice’’). 

7The current FINRA rulebook consists of three 

sets of rules: (1) NASD Rules, (2) rules and rule 

interpretations incorporated from the NYSE 

(‘‘FINRA Incorporated NYSE Rules’’) (together, 

referred to as the ‘‘Transitional Rulebook’’), and (3) 

consolidated FINRA Rules. The FINRA 

Incorporated NYSE Rules apply only to those 

members of FINRA that are also members of the 

NYSE (‘‘Dual Members’’), while the consolidated 

FINRA Rules apply to all FINRA members. 

8Pursuant to Rule 17d–2 under the Act, NYSE, 

NYSER and NASD entered into an agreement 

(‘‘Rule 17d–2 Agreement’’) to reduce regulatory 

duplication for Dual Members by allocating to 

FINRA regulatory responsibility for specified NYSE 

rules (the ‘‘Common Rules’’). See Securities 

Exchange Act Release No. 56148 (July 26, 2007), 72 

FR 42146 (August 1, 2007) (Notice of Filing and 

Order Approving and Declaring Effective a Plan for 

the Allocation of Regulatory Responsibilities). The 

Common Rules include the FINRA Incorporated 

NYSE Rules. See Securities Exchange Act Release 

No. 56147 (July 26, 2007), 72 FR 42166 (August 1, 

2007) (Notice of Filing and Order Granting 

Accelerated Approval of Proposed Rule Change to 

Incorporate Certain NYSE Rules Relating to Member 

Firm Conduct) (SR–NASD–2007–054). Paragraph 

2(b) of the Rule 17d–2 Agreement sets forth 

procedures regarding proposed changes by either 

NYSE or FINRA to the substance of any of the 

Common Rules. 

9See Notice, supra note 6. 

10 15 U.S.C. 78f. 

11 In approving this proposed rule change the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

12 15 U.S.C. 78f(b)(5). 

Commission also notes that the 

proposed rule change is similar to 

recently approved proposals submitted 

by the Chicago Board Options Exchange, 

Incorporated, the International 

Securities Exchange, LLC, NASDAQ 

OMX PHLX, Inc., and NYSE Arca, Inc.10

Therefore, the Commission finds good 

cause, consistent with Section 19(b)(2) 

of the Act,11 to approve the proposed 

rule change on an accelerated basis. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,12 that the 

proposed rule change (SR–NYSEAmex– 

2009–15), as modified by Amendment 

No. 1, be, and hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–12450 Filed 5–28–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59965; File No. SR–NYSE– 

2009–25] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving Proposed Rule Change, as 

Modified by Amendment No. 2 Thereto, 

Changing Certain NYSE Rules and 

Rule Interpretations To Harmonize 

Them With Changes to Corresponding 

Rules Filed by the Financial Industry 

Regulatory Authority, Inc. 

May 21, 2009. 

I. Introduction 

On March 9, 2009, the New York 

Stock Exchange LLC (‘‘NYSE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) pursuant to Section 

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

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

make changes to certain NYSE rules and 

rule interpretations, to be effective 

retroactively to December 15, 2008, to 

harmonize them with changes to 

corresponding rules that were filed by 

the Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) and approved 

by the Commission or were effective 

upon filing with the Commission.3 On 

March 27, 2009, the Exchange filed 

Amendment No. 1 to the proposed rule 

change, which was withdrawn.4 On 

March 30, 2009, the Exchange filed 

Amendment No. 2 to the proposed rule 

change.5 The proposed rule change was 

published in the Federal Register on 

April 6, 2009.6 The Commission 

received no comments on the proposal. 

This order approves the proposed rule 

change, as amended. 

II. Description of the Proposal 

On July 30, 2007, the National 

Association of Securities Dealers, Inc. 

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

the regulatory subsidiary of the New 

York Stock Exchange (‘‘NYSE’’), 

consolidated their member firm 

regulation operations into FINRA. In 

connection with this consolidation, 

FINRA is in the process of establishing 

a consolidated FINRA rulebook (the 

‘‘Consolidated FINRA Rulebook’’) 7 that 

will harmonize NASD rules and NYSE 

rules relating to member firm 

regulation.8 All of these rules will be 

identified as ‘‘FINRA Rules’’ when the 

rule consolidation process is completed. 

To reduce regulatory duplication, the 

Exchange proposes to harmonize several 

NYSE rules with certain FINRA rule 

changes by deleting NYSE rules and 

rule interpretations and replacing them 

with rules that are identical to, or 

substantially identical to, the FINRA 

Rules that were approved by, or were 

effective upon filing with, the 

Commission, subject to technical 

amendments to conform them to the 

Exchange. The Exchange also proposes 

to adopt the same rule numbers used in 

the Consolidated FINRA Rulebook to 

allow members and others to more 

readily identify those NYSE rules that 

have been harmonized with FINRA 

Rules. The Notice provides a more 

detailed description of the FINRA rule 

changes and the Exchange’s proposed 

conforming rule changes.9

III. Discussion and Commission’s 

Findings 

The Commission has carefully 

reviewed the proposed rule change and 

finds that it is consistent with the 

requirements of Section 6 of the Act 10

and the rules and regulations 

thereunder applicable to a national 

securities exchange.11 In particular, the 

Commission finds that the proposal is 

consistent with Section 6(b)(5) of the 

Act,12 which requires, among other 

things, that the Exchange’s rules be 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, 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 Exchange is deleting certain rules 

and rule interpretations pertaining to: 

(1) Compensation or gratuities to 

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25784 Federal Register / Vol. 74, No. 102 / Friday, May 29, 2009 / Notices 

13See supra note 3. 

14See telephone conversation between Clare F. 

Saperstein, Managing Director, NYSE Regulation, 

Inc., and Nancy J. Burke-Sanow, Assistant Director, 

Division of Trading and Markets, Commission, May 

21, 2009. 

15 15 U.S.C. 78s(b)(2). 

16 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. 59721 

(April 7, 2009), 74 FR 17245 (April 14, 2009) (SR– 

Phlx–2009–32); Securities Exchange Act Release 

No. 59779 (April 16, 2009), 74 FR 18600 (April 23, 

2009) (SR–Phlx–2009–32, Amendment No. 1). 

5Securities Exchange Act Release No. 54170 (July 

18, 2006), 71 FR 42149 (July 25, 2006) (SR– 

NASDAQ–2006–006). 

6Securities Exchange Act Release No. 52902 

(December 7, 2005), 70 FR 73810 (December 13, 

2005) (SR–NASD–2005–128). 

7Securities Exchange Act Release No. 57478 

(March 12, 2008), 73 FR 14521 (March 18, 2008) 

(SR–NASDAQ–2007–004, –080). 

employees of others; (2) business 

conduct, trading against firm 

recommendations, and private sales; (3) 

excessive trading by members, excessive 

trading in discretionary accounts, 

successive transactions by members, 

manipulative operations, reopening 

contracts, and loans for accounts of nonmembers; (4) disciplinary proceedings 

concerning conduct that is inconsistent 

with just and equitable principles of 

trade; (5) reporting of certain 

information concerning short sales and 

proprietary transactions; (6) reporting 

and certification of member or member 

organization’s supervision and 

compliance efforts; (7) formation and 

approval or merger organizations; (8) 

reporting of short positions; (9) 

notification requirements for listed 

securities; and (10) disclosure and 

monitoring of non-managed fee based 

accounts. 

In the place of the deleted rules and 

interpretations, the Exchange proposes 

to adopt rules that are identical to, or 

substantially identical to, FINRA Rules 

that were approved by the Commission 

or were effective upon filing with the 

Commission.13 In addition, NYSE is 

making non-substantive changes to the 

FINRA Rules that it is incorporating to 

reflect that they are NYSE rules and is 

deleting NYSE rules that have become 

outdated and are no longer needed. The 

Commission believes that the proposed 

rule change is appropriate and should 

reduce unnecessary regulatory 

duplication of Dual Members by 

harmonizing certain NYSE rules with 

FINRA Rules. With respect to the 

Exchange’s proposal to delete NYSE 

Rule 350 (and accompanying 

interpretations) and to adopt NYSE Rule 

3220 (relating to influencing or 

rewarding employees of others), the 

Commission notes that NYSE has stated 

that immediately upon Commission 

approval of new NYSE Rule 3220, it will 

issue an Information Memorandum to 

its members and member organizations, 

including NYSE-only members and 

those members registered with FINRA, 

clarifying that FINRA’s interpretive 

guidance related to FINRA Rule 3220 is 

considered part of NYSE Rule 3220, and 

that such members and member 

organizations are required to regulate 

their conduct according to Rule 3220 

and the interpretive guidance related to 

FINRA Rule 3220.14 Accordingly, the 

Commission believes that the proposed 

rule change is consistent with the 

requirements of the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,15 that the 

proposed rule change (SR–NYSE–2009– 

25) be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–12451 Filed 5–28–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59948; File No. SR– 

NASDAQ–2009–047] 

Self-Regulatory Organizations; the 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Order Routing 

May 20, 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 May 15, 

2009, The NASDAQ Stock Market LLC 

(the ‘‘NASDAQ 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 the NASDAQ 

Exchange. The NASDAQ 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 Substance of 

the Proposed Rule Change 

The NASDAQ Exchange is proposing 

to modify the terms and conditions 

under which it is affiliated with 

NASDAQ Options Services, LLC 

(‘‘NOS’’). The NASDAQ Exchange 

proposes to implement the proposed 

rule change when NASDAQ OMX 

PHLX, Inc. (‘‘PHLX’’) implements its XL 

II trading system.4 There is no proposed 

rule language. 

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 

NASDAQ 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 

NASDAQ 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 

Nasdaq Options Services, LLC 

(‘‘NOS’’), which is a subsidiary of the 

NASDAQ Exchange, is a registered 

broker-dealer and a member of the 

NASDAQ Exchange and PHLX. In SR– 

NASDAQ–2006–006,5 the Commission 

approved the adoption of NASDAQ 

Exchange Rule 2140, which provides 

that, subject to certain exceptions, the 

NASDAQ Exchange may not become an 

affiliate of one of its members unless the 

terms and conditions of such affiliation 

are the subject of an effective filing with 

the Commission. Previously, the 

Commission had approved the 

acquisition of the entity that is now 

NOS by The Nasdaq Stock Market, Inc., 

which is now The NASDAQ OMX 

Group, Inc. (‘‘NASDAQ OMX’’), the 

holding company parent corporation of 

the NASDAQ Exchange and PHLX.6

Moreover, in SR–NASDAQ–2007–004 

and –080,7 the Commission approved 

rules to govern the operation of The 

NASDAQ Options Market (‘‘NOM’’) as 

an options market of the NASDAQ 

Exchange, including rules establishing 

NOS as the approved outbound routing 

facility of the NASDAQ Exchange for 

NOM. The rules governing NOS’s 

routing of orders for NOM stipulate, 

mstockstill on PROD1PC66 with NOTICES