29254 Federal Register / Vol. 74, No. 117 / Friday, June 19, 2009 / Notices 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5NYSE Arca Equities Rule 1.1(yy). The term 

‘‘User’’ shall mean any ETP Holder or Sponsored 

Participant who is authorized to obtain access to the 

NYSE Arca Marketplace pursuant to Rule 7.29. 

6NYSE Arca Equities rule 1.1(a). The term ‘‘NYSE 

Arca Book’’ shall refer to the NYSE Arca 

Marketplace’s electronic file of orders, which 

contains all the User’s orders in each of the Directed 

Order, Display Order, Working Order and Tracking 

Order Processes. 

7 15 U.S.C. 78f(b). 

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

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

10 17 CFR 240.19b–4(f)(6). 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s intent 

to file the proposed rule change along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied the pre-filing requirement. 

between the hours of 10 a.m. and 3 p.m. 

Copies of the filing will also be available 

for inspection and copying at the 

principal office of the self-regulatory 

organization. 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–Phlx– 

2009–47 and should be submitted on or 

before July 10, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14353 Filed 6–18–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60099; File No. SR– 

NYSEArca–2009–51] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Amending Rule 7.36 

Governing Order Ranking and Display 

June 11, 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 June 4, 

2009, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

the ‘‘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 self-regulatory organization. 

NYSE Arca filed the proposed rule 

change as a ‘‘non-controversial’’ 

proposal pursuant to Section 19(b)(3)(A) 

of the Act 3 and Rule 19b–4(f)(6) 

thereunder,4 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 Exchange proposes to amend 

NYSE Arca Equities Rule 7.36 governing 

order ranking and display. A copy of 

this filing is available on the Exchange’s 

Web site at http://www.nyse.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 

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. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this rule filing is to 

amend NYSE Arca Equities Rule 7.36 

governing order ranking and display. 

The Exchange proposes to add language 

that allows a limit order that has been 

modified to retain priority if the 

modification to the order involves a 

decrease in the size of the order. In the 

event that the size of the order has been 

increased and/or the price has been 

changed, the order will be treated as a 

new order and will receive a new time 

priority. Currently, any modification to 

the size of an order, including a 

decrease in the size, is treated as a new 

order with a new time priority. 

Allowing Users 5 to decrease the size of 

an order and retain priority follows 

precedent established by other market 

centers and will not impact the 

Exchange’s disseminated best priced 

bid-offer market. This change allows 

Users to more effectively account for 

portfolio position changes while 

retaining priority in the NYSE Arca 

book.6

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 7 of the 

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’), in general, and 

furthers the objectives of Section 

6(b)(5) 8 in particular in that it 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 

facilitating transactions in securities, 

and to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system. The proposed rule change 

allows Users to decrement the size of an 

order while still retaining priority in the 

NYSE Arca Book. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

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 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 9 and Rule 

19b–4(f)(6) thereunder.10 Because the 

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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 11 and Rule 19b–4(f)(6)(iii) 

thereunder.12

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 74, No. 117 / Friday, June 19, 2009 / Notices 29255 

13 17 CFR 200.30–3(a)(12). 

1This Amendment No. 1 to SR–FINRA–2007–009 

replaces and supersedes the original filing 

submitted on September 6, 2007, except with regard 

to Exhibit 2 (NASD Notice to Members 06–52 and 

comments received in response to NASD Notice to 

Members 06–52). 

2 15 U.S.C. 78s(b)(1). 

3 17 CFR 240.19b–4. 

4Exchange Act Release No. 59880 (May 7, 2009), 

74 FR 22600 (May 13, 2009) (SR–FINRA–2007– 

009). 

5Letter from the Securities Industry and 

Financial Markets Association, dated November 1, 

2006 (the ‘‘SIFMA Letter’’); and Letter from the 

American Bar Association, dated December 4, 2006 

(the ‘‘ABA Letter’’). 

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–NYSEArca–2009–51 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–NYSEArca–2009–51. 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–NYSEArca–2009–51 and 

should be submitted on or before July 

10, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14350 Filed 6–18–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60113; File No. SR–FINRA– 

2007–009] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Order Approving 

Proposed Rule Change, as Modified by 

Amendment No. 1 Thereto, To 

Modernize and Simplify NASD Rule 

2720 

June 15, 2009. 

I. Introduction 

The Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) (f/k/a 

National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’) on September 

6, 2007, and amended on May 1, 2009,1

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’ or ‘‘Act’’) 2 and Rule 

19b–4 thereunder,3 a proposal to 

modernize and simplify NASD Rule 

2720 (Distributions of Securities of 

Members and Affiliates—Conflicts of 

Interest) (‘‘Rule 2720’’ or ‘‘Rule’’), which 

governs public offerings of securities in 

which a member with a conflict of 

interest participates, and make 

corresponding changes to FINRA Rule 

5110 (Corporate Financing Rule) (‘‘Rule 

5110’’). This proposal was published for 

comment in the Federal Register on 

May 13, 2009.4 The Commission 

received no comments on the proposal. 

This order approves the proposed rule 

change, as modified by Amendment No. 

1. 

II. Description of the Proposed Rule 

Change 

Rule 2720 governs public offerings of 

securities issued by participating 

members or their affiliates, public 

offerings in which a member or any of 

its associated persons or affiliates has a 

conflict of interest, and public offerings 

that result in a member becoming a 

public company. The Rule regulates the 

potential conflicts of interest that exist 

with respect to the pricing of such 

offerings and the conduct of due 

diligence when a member participates 

in such offerings. 

In September 2006, FINRA published 

NASD Notice to Members 06–52 

requesting comment on proposed 

amendments to Rule 2720 (the ‘‘original 

proposal’’). FINRA received two 

comment letters that generally 

supported the proposal and recognized 

the need to modernize the Rule.5

However, in response to the comments 

received, FINRA staff made certain 

revisions to the original proposal in its 

September 6, 2007 filing with the 

Commission. In order to address 

Commission staff’s comments, FINRA 

filed Amendment No. 1 to SR–FINRA– 

2007–009 on May 1, 2009. 

The proposed rule change would 

replace the current Rule in its entirety 

with proposed Rule 2720 entitled 

‘‘Public Offerings of Securities With 

Conflicts of Interest.’’ The proposal 

would, among other things: (1) Exempt 

from the filing and qualified 

independent underwriter (‘‘QIU’’) 

requirements public offerings of 

investment grade rated securities, public 

offerings of securities that have a bona 

fide public market, and public offerings 

in which the member primarily 

responsible for managing the offering 

does not have a conflict of interest and 

can meet the disciplinary history 

requirements for a QIU; (2) Amend the 

definition of ‘‘conflict of interest’’ to 

include public offerings in which at 

least five percent of the offering 

proceeds are directed to a participating 

member or its affiliates; (3) Modify the 

Rule’s disclosure requirements to 

provide more prominent disclosure of 

conflicts of interest in the offering 

documents; and (4) Amend the Rule’s 

provisions regarding the use of a QIU to 

eliminate the requirement that the QIU 

render a pricing opinion. In addition, 

the proposed rule change would amend 

the QIU qualification requirements to 

focus on the experience of the firm 

mstockstill on PROD1PC66 with NOTICES