Federal Register / Vol. 74, No. 16 / Tuesday, January 27, 2009 / Notices 4793 

7The exact revised text of IM–2100–8 is attached 

as Exhibit 5 to the proposed rule change and is 

available at http://www.finra.org/Industry/ 

Regulation/RuleFilings/2008/P117330. Similarly, 

FINRA has transferred NASD Rule 2110 to the 

Consolidated FINRA Rulebook without change as 

FINRA Rule 2010. Securities Exchange Act Release 

No. 58643 (September 25, 2008), 73 FR 57174 

(October 1, 2008) [File No. SR–FINRA–2008–028]. 

8 15 U.S.C. 78o–3(b)(6). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

obtaining court orders to prevent 

customers from following a registered 

representative to a different firm is 

similar to the unfair practice of delaying 

transfers that the earlier Notice had 

warned about. 

In adopting IM–2110–7, FINRA 

further stated that the Interpretive 

Material does not affect the ability of 

member firms to use employment 

agreements to prevent former 

representatives from soliciting firm 

customers. Members are not prevented 

from pursuing other remedies they may 

have arising from employment disputes 

with former registered representatives. 

Rather, IM–2110–7 is limited to 

restricting a member from interfering 

with a customer’s right to transfer his or 

her account once the customer has 

asked the firm to move the account. 

(B) Proposal 

FINRA believes that NASD IM–2110– 

7 is consistent with the goal of investor 

protection and serves the public 

interest. FINRA proposes to transfer 

NASD IM–2110–7 with only minor 

changes into the Consolidated FINRA 

Rulebook. Specifically, IM–2110–7 

would be recodified with conforming 

revisions as a stand-alone FINRA rule 

rather than as interpretive material to 

NASD Rule 2110 (Standards of 

Commercial Honor and Principles of 

Trade).7

FINRA will announce the 

implementation date of the proposed 

rule change in a Regulatory Notice to be 

published no later than ninety 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 further the 

purposes of the Act because as part of 

the Consolidated FINRA Rulebook the 

proposed rule change will protect 

investors and the public interest by 

addressing interference with the transfer 

of customer accounts in the context of 

employment disputes. 

(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 thirty-five 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 ninety 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–2008–052 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–2008–052. 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 and on 

FINRA’s Web site at http:// 

www.finra.org/Industry/Regulation/ 

RuleFilings/2008/P117330. 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–2008–052 and 

should be submitted on or before 

February 17, 2009. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–1656 Filed 1–26–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59267; File No. SR–FINRA– 

2009–003] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Implement Technical 

Changes to the Code of Arbitration 

Procedure for Customer Disputes and 

Industry Disputes 

January 16, 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 Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) (f/k/a National Association 

of Securities Dealers, Inc. (‘‘NASD’’)) 

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4794 Federal Register / Vol. 74, No. 16 / Tuesday, January 27, 2009 / Notices 

3 17 CFR 240.19b–4(f)(6). 

4See Securities Exchange Act Release No. 55158 

(January 24, 2007); 72 FR 4574 (January 31, 2007) 

(File Nos. SR–NASD–2003–158 and SR–NASD– 

2004–011). 

5The SEC approved the Mediation Code on 

October 31, 2005. See Securities Exchange Act 

Release No. 52705 (Oct. 31, 2005); 70 FR 67525 

(November 7, 2005) (File No. SR–NASD–2004–013). 

It became effective on January 30, 2006. See Notice 

to Members 05–85 (December 2005). 

6The Customer and Industry Codes became 

effective on April 16, 2007. See Notice to Members 

07–07 (February 2007). 

7See Rule 10332(c) of the Code of Arbitration 

Procedure. 

8See Rule 12900. A portion of the filing fee is 

refundable under certain circumstances, Rule 

12900(c). 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

on January 8, 2009, the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by FINRA Dispute Resolution. FINRA 

has designated the proposed rule change 

as constituting a ‘‘non-controversial’’ 

rule change under paragraph (f)(6) of 

Rule 19b–4 under the Act,3 which 

renders the proposal effective upon 

receipt of this filing by 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 

FINRA is proposing to amend the 

Code of Arbitration Procedure for 

Customer Disputes (‘‘Customer Code’’) 

and the Code of Arbitration Procedure 

for Industry Disputes (‘‘Industry Code’’) 

to insert rule language from the Code of 

Arbitration Procedure (‘‘old Code’’) that 

was inadvertently omitted when the 

Customer Code and Industry Code were 

adopted, to correct inaccurate crossreferences, and typographical errors. 

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 

On January 24, 2007, the SEC 

approved a proposal to amend the old 

Code by simplifying the language, 

codifying current dispute resolution 

practices, and implementing several 

substantive changes to dispute 

resolution rules.4 The proposal 

reorganized the old Code into three 

separate procedural codes: the Customer 

Code, the Industry Code, and the NASD 

Code of Mediation Procedure 

(‘‘Mediation Code’’).5 The Customer, 

Industry and Mediation Codes (the 

‘‘new Codes’’) replace the old Code in 

its entirety.6

Since the new Codes became 

effective, FINRA has found some 

inaccurate cross-references, 

typographical errors, inadvertent 

omissions, and rule language that could 

be improved to better convey FINRA’s 

intent or to clarify current practice 

regarding those rules. FINRA is, 

therefore, proposing several technical, 

non-substantive amendments to the 

Customer and Industry Codes that 

would correct inaccurate crossreferences and typographical errors, 

insert rule language that was 

inadvertently omitted, codify current 

practice concerning the administration 

of existing rules, and make certain 

clarifying changes. FINRA will discuss 

the proposed changes in the order that 

they appear in the new Codes, 

beginning with the proposed 

amendments to the Customer Code. 

Proposed Non-Substantive Amendments 

to the Customer Code 

Table of Contents 

FINRA proposes to amend the title 

that introduces Part IV of the Table of 

Contents, by adding a comma after the 

word ‘‘Disqualification,’’ so that the title 

in the Table of Contents to the Customer 

Code is the same as the title in the 

Customer Code. 

Rule 12102—National Arbitration and 

Mediation Committee 

Rule 10102(a) of the old Code 

authorized the then—NASD Dispute 

Resolution Board of Directors to appoint 

a National Arbitration and Mediation 

Committee (the ‘‘Committee’’); and, 

under this rule, the Committee was 

authorized to establish and maintain 

rosters of neutrals. 

When the old Code was reorganized 

into the Customer Code, the 

Committee’s authorization to establish 

and maintain neutral rosters was 

inadvertently omitted from Rule 12102. 

Thus, FINRA proposes to amend Rule 

12102(b) to insert language similar to 

that in old Rule 10102(a), which will 

authorize the Committee to establish 

and maintain rosters of neutrals 

composed of persons from within and 

outside of the securities industry. As the 

Committee currently works to establish 

and maintain FINRA’s arbitrator rosters, 

the amendment would not be a change 

to current practice. 

Rule 12206—Time Limits 

FINRA proposes to amend Rule 

12206(d) to correct a proofreading 

oversight by removing the word 

‘‘matter’’ from the end of the sentence. 

Under the new Codes, the term ‘‘claim,’’ 

not ‘‘matter,’’ is used when referring to 

an allegation or request for relief. 

Rule 12307—Deficient Claims 

In the Customer Code, FINRA 

codified its practice regarding deficient 

claims, which had not been codified in 

the old Code. Under Rule 12307, the 

deficient claims rule, FINRA lists the 

reasons that a claim may be deficient, 

explains the process if a deficiency is 

not corrected, and sets forth procedures 

for handling other pleadings that may be 

deficient. Specifically, Rule 12307(b) 

provides that the Director will not 

refund any filing fees paid by claimants 

when staff closes a deficient case. 

FINRA proposes to amend Rule 

12307(b) because it does not reflect 

accurately its practice concerning 

refunding certain fees paid by claimants 

when FINRA closes a deficient claim. 

When claimants filed a claim under 

the old Code, they submitted their 

Statement of Claim along with two 

separate fees: A non-refundable filing 

fee and a hearing session deposit.7

When FINRA staff closed a deficient 

case, FINRA would retain the nonrefundable filing fee and refund the 

hearing session deposit to the claimants. 

Under the Customer Code, FINRA 

combined the old Code filing fee and 

hearing session deposit into one ‘‘filing 

fee.’’ 8 However, FINRA did not change 

its practice regarding refunds of a 

portion of the filing fee when it closes 

a deficient case—FINRA continues to 

refund the refundable part of the filing 

fee to claimants, while retaining the 

remaining portion. Thus, FINRA 

believes the language in Rule 12307(b) 

does not reflect accurately its practice 

and could be confusing to users of the 

forum. Therefore, FINRA proposes to 

amend Rule 12307(b) to state that the 

Director will close the case without 

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Federal Register / Vol. 74, No. 16 / Tuesday, January 27, 2009 / Notices 4795 

9See Rule 12410(a)(1). 

10Most rules of the Customer and Industry Codes 

are identical, except for panel composition, 

references to document production lists that apply 

only in customer cases, and rules relating to 

employment discrimination and injunctive relief 

that apply only to industry claims. Wherever 

possible, the last three digits of the rule numbers 

in the Customer and Industry Codes are the same. 

Thus, the explanation for the proposed 

amendments in the Customer Code also apply to the 

proposed amendments in the Industry Code, except 

where indicated. 

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

12 17 CFR 240.19b–4(f)(6). 

13 In addition, Rule 19b–4(f)(6)(iii) requires a selfregulatory organization to give the Commission 

written notice of its intent to file 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. 

FINRA has satisfied this requirement. 

14For the purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

Continued 

serving the claim, and will refund part 

of the filing fee in the amount indicated 

in the schedule of fees. FINRA believes 

the amendment will reflect accurately 

its practice concerning refunds when it 

closes a deficient case and will 

minimize confusion concerning its fees. 

Rule 12410—Removal of Arbitrator by 

Director 

Rule 12410 addresses removal of an 

arbitrator by the Director of Arbitration. 

Specifically, Rule 12410(a)(1) states, in 

relevant part, that ‘‘the Director will 

grant a party’s request to remove an 

arbitrator if it is reasonable to infer, 

based on information known at the time 

of the request, that the arbitrator is 

biased, lacks impartiality, or has a direct 

or indirect interest in the outcome of the 

arbitration. The interest or bias must be 

direct, definite, and capable of 

reasonable demonstration, rather than 

remote or speculative.’’ 9 FINRA 

believes the word ‘‘direct’’ in the second 

sentence of the rule conflicts with the 

meaning of the first sentence, in which 

an arbitrator may be challenged for 

having ‘‘a direct or indirect interest in 

the outcome of the arbitration.’’ Thus, 

FINRA proposes to remove ‘‘direct’’ 

from the second sentence of Rule 

12410(a)(1) to eliminate the conflict in 

the rule language. 

Proposed Non-Substantive Amendments 

to the Industry Code 10

Table of Contents 

For an explanation of the proposed 

amendment, see the relevant section 

under ‘‘Proposed Non-Substantive 

Amendments to the Customer Code’’ 

above. 

Rule 13102—National Arbitration and 

Mediation Committee 

For an explanation of the proposed 

amendment, see the relevant section 

under ‘‘Proposed Non-Substantive 

Amendments to the Customer Code’’ 

above. 

Rule 13206—Time Limits 

For an explanation of the proposed 

amendment, see the relevant section 

under ‘‘Proposed Non-Substantive 

Amendments to the Customer Code’’ 

above. 

Rule 13307—Deficient Claims 

For an explanation of the proposed 

amendment, see the relevant section 

under ‘‘Proposed Non-Substantive 

Amendments to the Customer Code’’ 

above. 

Rule 13314—Combining Claims 

FINRA proposes to amend the 

erroneous cross-reference to Rule 

13404(c) in Rule 13314. Rule 13314 

states, in relevant part, that before 

ranked arbitrator lists are due to the 

Director under Rule 13404(c), the 

Director may combine separate but 

related claims into one arbitration. Rule 

13404(c) instructs parties on the ranking 

procedures in the forum. Rule 13404(d) 

governs when ranked lists must be 

returned to the Director. Thus, the 

reference to Rule 13404(c) in Rule 13314 

is inaccurate and should be changed to 

Rule 13404(d). 

Rule 13403—Generating and Sending 

Lists to the Parties 

FINRA proposes to amend the 

erroneous cross-reference to Rule 

13404(c) in Rule 13403(c)(2). The 

relevant provision of Rule 13403(c)(2) 

states that when a party requests 

additional information, the Director 

may, but is not required to, toll the time 

for parties to return the ranked lists 

under Rule 13404(c). For the reason 

discussed pertaining to the proposed 

amendment to Rule 13314, the reference 

to Rule 13404(c) is inaccurate and 

should be changed to Rule 13404(d). 

Rule 13410—Removal of Arbitrator by 

Director 

For an explanation of the proposed 

amendment, see the relevant section 

under ‘‘Proposed Non-Substantive 

Amendments to the Customer Code’’ 

above. 

Rule 13804—Temporary Injunctive 

Orders; Requests for Permanent 

Injunctive Relief 

FINRA proposes to correct a 

typographical error in Rule 

13804(b)(3)(A)(ii). The relevant sentence 

of the rule states that ‘‘the Direct shall 

consolidate the parties’’ rankings, and 

shall appoint arbitrators based on the 

order of rankings on the consolidated 

list, subject to the arbitrators’ 

availability and disqualification.’’ 

FINRA proposes to change the word 

‘‘Direct’’ to ‘‘Director.’’ 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act, 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 will assist in the efficient 

administration of arbitrations by 

clarifying current practices and by 

correcting inaccurate cross-references 

and typographical errors. FINRA 

believes these technical, nonsubstantive amendments will enhance 

the new Codes by making them easier to 

understand and apply. 

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, 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 by FINRA. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

FINRA has represented that the 

proposed rule change qualifies for 

immediate effectiveness pursuant to 

Section 19(b)(3)(A) of the Act 11 and 

Rule 19b–4(f)(6) thereunder 12 because 

it: (i) Does not significantly affect the 

protection of investors or the public 

interest; (ii) does not impose any 

significant burden on competition; and 

(iii) by its terms, does not become 

operative for 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.13

FINRA has requested that the 

Commission waive the 30-day operative 

delay, so that the proposed rule change 

may become operative upon filing. The 

Commission hereby grants FINRA’s 

request.14 The Commission believes that 

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4796 Federal Register / Vol. 74, No. 16 / Tuesday, January 27, 2009 / Notices 

proposed rule’s impact on efficiency, competition, 

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

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.SC. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

5Securities Exchange Act Release No. 59154 

(December 23, 2008) (SR–BSE–2008–48). 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because it makes only technical changes 

to FINRA’s rules which should help to 

avoid confusion among FINRA members 

and other market participants. 

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–FINRA–2009–003 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–2009–003. 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. 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 the File 

Number SR–FINRA–2009–003 and 

should be submitted on or before 

February 17, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–1675 Filed 1–26–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59261; File No. SR–BX– 

2009–001] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change Deferring 

Operation of Its Listing Standards for 

Primary Listings and Consolidating 

Into a Single Rule Certain 

Requirements for Products Traded on 

the Exchange Pursuant to Unlisted 

Trading Privileges 

January 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 January 8, 

2009, NASDAQ OMX BX, Inc. (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 Exchange. The Exchange has 

designated the proposed rule change as 

constituting a non-controversial rule 

change under 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 the Substance 

of the Proposed Rule Change 

The Exchange proposes (i) to suspend 

the operation of the Exchange’s newly 

adopted listing standards with respect 

to primary listings on the Exchange 

until such time as the Exchange adopts 

listing fees, and (ii) to adopt rules 

reflecting the requirements for trading 

products on the Exchange pursuant to 

unlisted trading privileges (‘‘UTP’’) that 

have been established in various new 

product proposals previously approved 

by the Commission. The Exchange 

proposes to make the change operative 

on January 12, 2009. 

The text of the proposed rule change 

is available from the principal office of 

the Exchange, at the Commission’s 

Public Reference Room and also on the 

Exchange’s Web site at http://nasdaq

trader.com/Trader.aspx?id=Boston

_Stock_Exchange. 

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 

On August 29, 2008, the Exchange 

was acquired by The NASDAQ OMX 

Group, Inc. At the time of this 

acquisition, the Exchange was not 

operating a venue for listing or trading 

cash equities. Pursuant to SR–BSE– 

2008–48, the Exchange has adopted a 

new rulebook with rules governing 

membership, the regulatory obligations 

of members, listing, and equity trading.5

The new rules, which are designated as 

the ‘‘Equity Rules,’’ include rules that 

permit issuers of various types of 

securities to establish primary listings 

on the Exchange. However, the 

Exchange has determined that market 

conditions do not currently warrant 

offering the Exchange as a listing venue. 

mstockstill on PROD1PC66 with NOTICES6