Federal Register / Vol. 74, No. 118 / Monday, June 22, 2009 / Notices 29527 

2008) (File No. SR–MSRB–2008–05) (approving the 

continuing disclosure service of EMMA with an 

effective date of July 1, 2009). 

5The proposed subscription price would cover a 

portion of the administrative, technical and 

operating costs of the EMMA continuing disclosure 

subscription service but would not cover all costs 

of such subscription service or of the EMMA 

continuing disclosure service. The MSRB has 

proposed establishing the subscription price at a 

fair and reasonable level consistent with the 

MSRB’s objective that subscriptions be made 

available on terms that promote the broad 

dissemination of documents and data throughout 

the marketplace. 

6 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition 

and capital formation. 15 U.S.C. 78c(f). 

7 15 U.S.C. 78o–4(b)(2)(C). 

8 Id. 

9 15 U.S.C. 78s(b)(2). 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

consists of a proposal to establish a realtime subscription to the continuing 

disclosure document collection. The 

real-time data stream subscription to the 

EMMA continuing disclosure service to 

be provided through a Web service 

would be made available for an annual 

fee of $45,000.5 The continuing 

disclosure subscription service would 

make available to subscribers all 

continuing disclosure documents and 

related information provided by 

submitters through the EMMA 

submission process that is posted on the 

EMMA portal. Such documents and 

information would be made available to 

subscribers simultaneously with the 

posting thereof on the EMMA portal. 

The MSRB would make the 

continuing disclosure subscription 

service available on an equal and nondiscriminatory basis. In addition, the 

MSRB would not impose any 

limitations on or additional charges for 

redistribution of such documents by 

subscribers to their customers, clients or 

other end-users. Subscribers would be 

subject to all of the terms of the 

subscription agreement to be entered 

into between the MSRB and each 

subscriber, including proprietary rights 

of third parties in information provided 

by such third parties that is made 

available through the subscription. The 

MSRB would not be responsible for the 

content of the information or documents 

submitted by submitters distributed to 

subscribers through the continuing 

disclosure subscription service. The 

MSRB has requested approval of the 

proposed rule change on or prior to July 

1, 2009. A full description of the 

proposal is contained in the 

Commission’s Notice. 

The Commission has carefully 

considered the proposed rule change 

and finds that the proposed rule change 

is consistent with the requirements of 

the Act and the rules and regulations 

thereunder applicable to the MSRB6

and, in particular, the requirements of 

Section 15B(b)(2)(C) of the Act 7 and the 

rules and regulations thereunder. 

Section 15B(b)(2)(C) of the Act requires, 

among other things, that the MSRB’s 

rules be 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 municipal 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market in municipal securities, 

and, in general, to protect investors and 

the public interest.8 In particular, the 

Commission finds that the EMMA 

continuing disclosure subscription 

service would serve as a mechanism by 

which the MSRB works toward 

removing impediments to and helping 

to perfect the mechanisms of a free and 

open market in municipal securities. 

The subscription service would make 

the indexed comprehensive collection 

of continuing disclosure documents of 

the EMMA continuing disclosure 

service available to marketplace 

participants for re-dissemination and for 

use in creating value-added products 

and services. Such re-dissemination and 

third-party use would provide market 

participants, including investors and the 

general public, additional avenues for 

obtaining these key disclosures and 

would make additional tools available 

in making well-informed investment 

decisions. Broad access to continuing 

disclosure documents through the 

subscription service, in addition to the 

public access available through the 

EMMA Web portal, should further assist 

in preventing fraudulent and 

manipulative acts and practices by 

improving the opportunity for public 

investors to access material information 

about issuers, their securities and the 

prices at which such securities trade. 

Furthermore, broader redissemination and third-party use of 

continuing disclosure documents 

should promote a more fair and efficient 

municipal securities market in which 

transactions are effected on the basis of 

material information available to all 

parties to such transactions, which 

should allow for fairer pricing of 

transactions based on a more complete 

understanding of the terms of the 

securities (including any changes 

thereto), changes in circumstances of 

issuers and obligated persons, and the 

potential investment risks arising 

therefrom. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,9 that the 

proposed rule change (SR–MSRB–2009– 

05), be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14593 Filed 6–19–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60112; File No. SR–FINRA– 

2009–039] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change To Adopt 

FINRA Rule 3310 (Anti-Money 

Laundering Compliance Program) in 

the Consolidated FINRA Rulebook 

June 15, 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 1, 

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 

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 adopt: (1) 

NASD Rule 3011 (Anti-Money 

Laundering Compliance Program) as 

FINRA Rule 3310 (Anti-Money 

Laundering Compliance Program), 

without substantive change; (2) NASD 

IM–3011–1 (Independent Testing 

Requirements) as supplementary 

material to proposed FINRA Rule 3310, 

subject to certain amendments; and (3) 

NASD IM–3011–2 (Review of AntiMoney Laundering Compliance Person 

Information) as supplementary material 

to proposed FINRA Rule 3310, without 

substantive change. The proposed rule 

change would delete Incorporated NYSE 

Rule 445 (Anti-Money Laundering 


pwalker on PROD1PC71 with NOTICES
29528 Federal Register / Vol. 74, No. 118 / Monday, June 22, 2009 / Notices 

3The current FINRA rulebook consists of: (1) 

FINRA Rules; (2) NASD Rules; and (3) rules 

incorporated from NYSE (‘‘Incorporated NYSE 

Rules’’) (together, the NASD Rules and Incorporated 

NYSE Rules are referred to as the ‘‘Transitional 

Rulebook’’). While the NASD Rules generally apply 

to all FINRA members, the Incorporated NYSE 

Rules apply only to those members of FINRA that 

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

The FINRA Rules apply to all FINRA members, 

unless such rules have a more limited application 

by their terms. For more information about the 

rulebook consolidation process, see FINRA 

Information Notice, March 12, 2008 (Rulebook 

Consolidation Process). 

4See 31 U.S.C. 5311, et seq. 5Both rules permit a member to conduct the 

independent testing every two years (on a calendaryear basis) if it does not execute transactions for 

customers or otherwise hold customer accounts or 

act as an introducing broker with respect to 

customer accounts (e.g., engages solely in 

proprietary trading, or conducts business only with 

other broker-dealers). Incorporated NYSE Rule 445 

uses slightly different terminology to achieve the 

same result, specifically providing that a member 

may conduct independent testing every two years 

(on a calendar-year basis) if it ‘‘does not engage in 

a public business (e.g., engages solely in proprietary 

trading, or conducts business only with other 

broker-dealers).’’ 

6FINRA is proposing to replace NASD Rule 1160 

with FINRA Rule 4540 (Member Information and 

Data Reporting and Filing Requirements). See 

Regulatory Notice 09–02 (January 2009). 

Compliance Program) in its entirety as 

duplicative. 

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 

As part of the process of developing 

a new consolidated rulebook 

(‘‘Consolidated FINRA Rulebook’’),3

FINRA is proposing to adopt: (1) NASD 

Rule 3011 (Anti-Money Laundering 

Compliance Program) as FINRA Rule 

3310 (Anti-Money Laundering 

Compliance Program), without 

substantive change; (2) NASD IM–3011– 

1 (Independent Testing Requirements) 

as supplementary material to proposed 

FINRA Rule 3310, subject to certain 

amendments; and (3) NASD IM–3011–2 

(Review of Anti-Money Laundering 

Compliance Person Information) as 

supplementary material to proposed 

FINRA Rule 3310, without substantive 

change. The proposed rule change 

would delete Incorporated NYSE Rule 

445 in its entirety (Anti-Money 

Laundering Compliance Program) as 

duplicative. The proposed rule change 

is discussed in further detail below. 

Background 

NASD Rule 3011 (Anti-Money 

Laundering Compliance Program) and 

Incorporated NYSE Rule 445 (AntiMoney Laundering Compliance 

Program) are substantially similar rules 

requiring members to develop and 

implement a written anti-money 

laundering (‘‘AML’’) program 

reasonably designed to achieve and 

monitor compliance with the 

requirements of the Bank Secrecy Act 

(‘‘BSA’’) 4 and the implementing 

regulations promulgated by the 

Department of the Treasury. Each 

member’s AML compliance program 

must be approved, in writing, by a 

member of senior management. 

The rules require that each AML 

compliance program, must, at a 

minimum: (1) Establish and implement 

policies and procedures that can be 

reasonably expected to detect and cause 

the reporting of suspicious transactions; 

(2) establish and implement policies, 

procedures, and internal controls 

reasonably designed to achieve 

compliance with the BSA and its 

implementing regulations; (3) provide 

for annual (on a calendar-year basis) 

independent testing for compliance to 

be conducted by member personnel or 

a qualified outside party; 5 (4) designate 

and identify to FINRA an individual or 

individuals (i.e., AML compliance 

person(s)) who will be responsible for 

implementing and monitoring the dayto-day operations and internal controls 

of the AML compliance program and 

provide prompt notification to FINRA of 

any changes to the designation; and (5) 

provide ongoing training for appropriate 

persons. 

NASD IM–3011–1 (Independent 

Testing Requirements) and the 

supplementary material to Incorporated 

NYSE Rule 445 also contain 

substantially similar provisions 

clarifying that: (1) Members should 

undertake more frequent testing than 

required if circumstances warrant; (2) 

the person conducting the independent 

test must have a working knowledge of 

applicable requirements under the BSA 

and its implementing regulations; and 

(3) the testing cannot be conducted by 

the AML compliance person(s), by any 

person who performs the functions 

being tested, or by any person who 

reports to any of these persons. 

NASD IM–3011–1, however, permits 

the AML compliance program testing to 

be conducted by persons who report to 

either the AML compliance person or 

persons performing the functions being 

tested if: (1) The member has no other 

qualified internal personnel to conduct 

the test; (2) the member establishes 

written policies and procedures to 

address conflicts that may arise from 

allowing the test to be conducted by a 

person who reports to the person(s) 

whose activities he or she is testing (e.g., 

anti-retaliation procedures); (3) to the 

extent possible, the person conducting 

the test reports the results of the test to 

someone who is senior to the AML 

compliance person or persons 

performing the functions being tested; 

and (4) the member documents its 

rationale, which must be reasonable, for 

determining there is no other alternative 

than to comply in this manner. In 

addition, if the person does not report 

the results consistent with (3) above, the 

member must document a reasonable 

explanation for not doing so. 

Incorporated NYSE Rule 445 does not 

have a comparable provision. 

Finally, NASD IM–3011–2 (Review of 

Anti-Money Laundering Compliance 

Person Information) requires each 

member to identify, review, and if 

necessary, update the information 

regarding its AML compliance person in 

the manner prescribed in NASD Rule 

1160.6 This provision is comparable to 

SM .03 of NYSE Rule 445. 

Proposed FINRA Rule 3310 and Related 

Supplementary Material 

The proposed rule change would 

adopt NASD Rule 3011 without 

substantive change into the 

Consolidated FINRA Rulebook as 

FINRA Rule 3310 (Anti-Money 

Laundering Compliance Program). In 

addition, the proposed rule change 

would adopt NASD IM–3011–2, without 

substantive change, as supplementary 

material to proposed FINRA Rule 3310. 

With respect to NASD IM–3011–1, the 

proposed rule change would adopt its 

provisions as supplementary material to 

proposed FINRA Rule 3310, but would 

eliminate the provision that currently 

allows, subject to specified conditions, 

the AML compliance program testing to 

be conducted by persons who report to 

either the AML compliance person or 

persons performing the functions being 

tested (referred to as the ‘‘independent 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 118 / Monday, June 22, 2009 / Notices 29529 

7See Letter from Jamal El-Hindi, Associate 

Director, Regulatory Policy & Programs Division, 

FinCEN, to Nancy M. Morris, Secretary, SEC 

(August 22, 2007). FinCEN submitted the letter to 

the SEC in response to the NYSE’s ‘‘omnibus 

filing,’’ a rule filing that sought to achieve greater 

harmonization between the NYSE and NASD rules, 

including the AML compliance program rules (SR– 

NYSE–2007–22). See Exchange Act Release No. 

56142 (July 16, 2007), 72 FR 42195 (August 1, 

2007). 

8 15 U.S.C. 78o–3(b)(6). 9 17 CFR 200.30–3(a)(12). 

testing exception’’). The Financial 

Crimes Enforcement Network 

(‘‘FinCEN’’), which is responsible for 

administering the BSA and its 

implementing regulations, has stated 

that the independent testing provision 

of the BSA precludes AML program 

testing by personnel with an interest in 

the outcome of the testing and that an 

independent testing exception, such as 

the one in NASD IM–3011–1, is 

inconsistent with this BSA provision 

and FinCEN’s interpretive guidance on 

the BSA’s independent testing 

requirement.7 Accordingly, consistent 

with FinCEN’s guidance, FINRA is 

proposing to eliminate the independent 

testing exception in connection with its 

adoption of proposed FINRA Rule 3310. 

Finally, as stated previously, the 

proposed rule change would delete 

Incorporated NYSE Rule 445 and its 

related supplementary material in their 

entirety as duplicative. FINRA will 

announce the implementation date of 

the proposed rule change in a 

Regulatory Notice to be published no 

later than 90 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,8 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. FINRA believes that the 

proposed rule change would continue to 

assist members in identifying and 

preventing money laundering abuses 

that can affect the integrity of the U.S. 

capital markets. 

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–2009–039 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–2009–039. 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 insert SR–FINRA–2009–039 

and should be submitted on or before 

July 13, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14531 Filed 6–19–09; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF STATE 

[Public Notice 6635] 

Announcement of a Meeting of the 

International Telecommunication 

Advisory Committee 

Summary: This notice announces a 

meeting of the International 

Telecommunication Advisory 

Committee (ITAC) to prepare for the 

International Telecommunication Union 

(ITU) Regional Preparatory Meeting for 

the World Telecommunication 

Development Conference. 

The ITAC will meet to begin 

preparation of advice for the U.S. 

government for the ITU Regional 

Preparatory Meeting for the World 

Telecommunication Development 

Conference, which will be held from 

August 13–25, 2009 in Lima, Peru. 

There will also be reports on recent 

developments in the ITU, OECD, and 

CITEL. 

The ITAC will meet on July 7,2009 at 

1120 20th Street, NW., 10th floor, 

Washington, DC 20036. This meeting is 

open to the public as seating capacity 

allows. The public will have an 

opportunity to provide comments at this 

meeting. Those desiring further 

information on these meeting may 

contact the Secretariat at 

jillsonad@state.gov or at 202–647–7847. 


pwalker on PROD1PC71 with NOTICES