Federal Register / Vol. 74, No. 143 / Tuesday, July 28, 2009 / Notices 37277 

4 15 U.S.C. 78q–1. 

5 15 U.S.C. 78s(b)(3)(A)(iii). 

6 17 CFR 240.19b–4(f)(4). 7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

NSCC believes that the proposed rule 

change is consistent with the 

requirements of Section 17A of the Act 4

and the rules and regulations 

thereunder applicable to NSCC because 

the proposed rule change should 

facilitate the prompt and accurate 

clearance and settlement of securities 

transactions by adjusting NSCC’s 

haircut levels on Clearing Fund 

collateral and facilitating NSCC’s ability 

to ensure adequate collateral levels are 

maintained to facilitate settlement in the 

event of a participant default. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

NSCC does not believe that the 

proposed rule change will have any 

impact on or impose any burden on 

competition. 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments relating to the 

proposed rule change have been 

solicited or received. NSCC will notify 

the Commission of any written 

comments received by NSCC. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective upon filing pursuant to Section 

19(b)(3)(A)(iii) of the Act 5 and Rule 

19b–4(f)(4) 6 thereunder because the 

proposed rule change effects a change in 

an existing service of NSCC that (i) does 

not adversely affect the safeguarding of 

securities or funds in the custody or 

control of NSCC or for which it is 

responsible and (ii) does not 

significantly affect the respective rights 

of the clearing agency or persons using 

the service. At any time within sixty 

days of the filing of such 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–NSCC–2009–05 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–NSCC–2009–05. 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 

Section, 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 filings also will be 

available for inspection and copying at 

the principal office of NSCC and on 

NSCC’s Web site at http:// 

www.dtcc.com/legal/rule_filings/nscc/ 

2009.php. 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–NSCC– 

2009–05 and should be submitted on or 

before August 18, 2009. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–17935 Filed 7–27–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60358; File Nos. SR–BX– 

2009–040, SR–Phlx–2009–60] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc. and NASDAQ 

OMX PHLX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Changes Amending the By-Laws 

of The NASDAQ OMX Group, Inc., 

Their Parent Company 

July 21, 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 July 16, 

2009, NASDAQ OMX BX, Inc. (‘‘BX’’) 

and NASDAQ OMX PHLX, Inc. (‘‘Phlx’’) 

(collectively, the ‘‘NASDAQ OMX 

Exchange Subsidiaries’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

changes as described in Items I, II, and 

III below, which Items have been 

substantially prepared by the NASDAQ 

OMX Exchange Subsidiaries. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

changes from interested persons. 

I. Self-Regulatory Organizations’ 

Statement of the Terms of Substance of 

the Proposed Rule Changes 

The NASDAQ OMX Exchange 

Subsidiaries are filing these proposed 

rule changes with regard to proposed 

changes to the By-Laws of their parent 

corporation, The NASDAQ OMX Group, 

Inc. (‘‘NASDAQ OMX’’). The proposed 

rule changes will be implemented as 

soon as practicable following 

submission of these filings. The text of 

the proposed rule changes is available at 

http://nasdaqomxbx.cchwallstreet.com 

and http:// 

nasdaqomxphlx.cchwallstreet.com/ 

nasdaqomxphlx/phlx, respectively, and 

at the respective NASDAQ OMX 

Exchange Subsidiary’s principal office, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organizations’ 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Changes 

In their filings with the Commission, 

each of the NASDAQ OMX Exchange 

Subsidiaries included statements 

concerning the purpose of and basis for 

its proposed rule change and discussed 

any comments it received on its 

proposed rule change. The text of these 

statements may be examined at the 

mstockstill on DSKH9S0YB1PROD with NOTICES

37278 Federal Register / Vol. 74, No. 143 / Tuesday, July 28, 2009 / Notices 

3Securities Exchange Act Release No. 59858 (May 

4, 2009), 74 FR 22191 (May 12, 2009) (SR– 

NASDAQ–2009–039); Securities Exchange Act 

Release No. 60183 (June 26, 2009), 74 FR 32207 

(July 7, 2009) (SR–NASDAQ–2009–039). 

4 15 U.S.C. 78j–1(m). Notably, ‘‘Staff Directors,’’ 

who are officers of NASDAQ OMX serving on the 

NASDAQ OMX Board, are not considered 

independent under these provisions, and are 

therefore ineligible for service on the Audit 

Committee or Management Compensation 

Committee, or, as discussed below, the newly 

constituted Nominating Committee. 

5NASDAQ Exchange Rule 4350(c)(3). 

places specified in Item IV below. Each 

of the NASDAQ OMX Exchange 

Subsidiaries has prepared summaries, 

set forth in Sections A, B, and C below, 

of the most significant aspects of such 

statements. 

A. Self-Regulatory Organizations’ 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Changes 

1. Purpose 

NASDAQ OMX has proposed making 

certain amendments to its By-Laws to 

make improvements in its governance 

and update several provisions. In SR– 

NASDAQ–2009–039, The NASDAQ 

Stock Market LLC (the ‘‘NASDAQ 

Exchange’’) sought Commission 

approval to adopt these By-Law changes 

as part of the rules of the NASDAQ 

Exchange, and the Commission granted 

approval to these changes in an order 

dated June 26, 2009.3 The NASDAQ 

OMX Exchange Subsidiaries are now 

submitting these filings on an 

immediately effective basis to adopt the 

same By-Law changes as rules of each 

Exchange. 

The proposed changes to the By-Laws 

are as follows: 

• Article I is being amended to reflect 

the recent name changes of the 

Philadelphia Stock Exchange and the 

Boston Stock Exchange to NASDAQ 

OMX Phlx, Inc. and NASDAQ OMX BX, 

Inc., respectively. 

• Article III is being amended to 

modify the procedures governing 

proposals by stockholders, including 

proposals by stockholders to nominate 

directors. Specifically, the amendment 

will require a stockholder making a 

proposal to supply more complete 

information about the stockholder’s 

background, including a description of 

any agreement, arrangement, or 

understanding between the stockholder, 

the beneficial owner of the stock, and 

any other persons acting in concert with 

them; a description of any agreement, 

arrangement or understanding 

(including any derivative or short 

positions, profit interests, options, 

warrants, convertible securities, stock 

appreciation or similar rights, hedging 

transactions, and borrowed or loaned 

shares), the effect or intent of which is 

to mitigate loss to, manage risk or 

benefit of share price changes for, or 

increase or decrease the voting power 

of, such stockholder or such beneficial 

owner, with respect to shares of stock of 

NASDAQ OMX; and any other 

information regarding the stockholder 

and beneficial owner that would be 

required to be disclosed in a proxy 

statement under Section 14(a) of the 

Act. These changes are designed to 

provide the NASDAQ OMX Board of 

Directors and its stockholders with 

greater insight into the identity and 

intentions of persons presenting 

stockholder proposals to allow more 

thorough consideration of the merits of 

such proposals. These requirements are 

deemed satisfied, however, in the case 

of a proposal that is validly submitted 

under the rules and regulations 

promulgated under the Act (i.e., SEC 

Rule 14a–8) and included in NASDAQ 

OMX’s proxy. However, compliance 

with the By-Laws or with SEC Rule 14a– 

8 provides the exclusive means for 

stockholders to make proposals. The 

amendments also provide that a 

representative of a stockholder qualified 

to appear at an annual meeting must be 

an officer, manager or partner of the 

stockholder or must have written 

authorization from the stockholder. The 

amendments also make several minor 

clarifying changes to the text of Article 

III. 

• Article IV is being amended to state 

explicitly that the Management 

Compensation Committee and the Audit 

Committee must be composed 

exclusively of independent directors 

within the meaning of the rules of the 

NASDAQ Stock Market that govern 

NASDAQ OMX’s listing (and, in the 

case of the Audit Committee, Section 

10A of the Act).4 Although NASDAQ 

OMX adheres scrupulously to the 

independence requirements imposed by 

the NASDAQ Stock Market and the Act, 

it believes that these requirements 

should be explicitly stated in the ByLaws as well. NASDAQ OMX is also 

removing language making its Chief 

Executive Officer an ex-officio, nonvoting member of the Management 

Compensation Committee. In this 

regard, listing standards of the NASDAQ 

Stock Market require management 

compensation determinations regarding 

executive officers to be made by vote of 

the Board’s independent directors, or by 

vote of or upon the recommendation of 

a committee composed solely of 

independent directors.5 NASDAQ OMX 

has satisfied this requirement by 

submitting compensation decisions to 

the vote of all of NASDAQ OMX’s 

independent directors, but removing the 

Chief Executive Officer as an ex-officio 

director will provide it with flexibility 

to act upon the vote or upon the 

recommendation of the committee. 

• Currently, NASDAQ OMX’s 

Nominating Committee is required to be 

composed of persons who are not 

directors or who are directors not 

standing for re-election. This 

compositional requirement, which 

NASDAQ OMX’s predecessor, The 

Nasdaq Stock Market, Inc., originally 

adopted while it was a wholly owned 

subsidiary of the National Association 

of Securities Dealers (‘‘NASD’’), is 

highly unusual for a public company 

such as NASDAQ OMX. In light of 

NASDAQ OMX’s continued evolution 

into a public company with global 

operations, NASDAQ OMX believes that 

it is appropriate to adopt a standard 

nominating committee structure in 

which the committee is composed 

exclusively of independent directors. 

Under the amended by-law, the 

nominating committee shall consist of 

four or five directors, each of whom 

shall be an independent director within 

the meaning the rules of the NASDAQ 

Exchange. In addition, the number of 

Non-Industry Directors (i.e., Directors 

without material ties to the securities 

industry) must equal or exceed the 

number of Industry Directors, and at 

least two members of the committee 

must be Public Directors (i.e., directors 

who have no material business 

relationship with a broker or dealer, 

NASDAQ OMX or its affiliates, or 

FINRA). 

• Article VIII is being amended to 

provide that NASDAQ OMX shall 

provide indemnification against 

liability, advancement of expenses, and 

the power to purchase and maintain 

insurance on behalf of persons serving 

as a director, officer, or employee of any 

wholly owned subsidiary of NASDAQ 

OMX to the same extent as 

indemnification, advancement of 

expenses, and the power to maintain 

insurance is provided for directors, 

officers, or employees of NASDAQ 

OMX. Thus, for example, a director of 

one of NASDAQ OMX’s US or Nordic 

exchanges would be entitled to 

indemnification (and advancement of 

expenses) by NASDAQ OMX if made a 

party to a lawsuit to the same extent as 

a director of NASDAQ OMX. Similarly, 

the discretionary authority of NASDAQ 

OMX under Section 8.1(c) of the ByLaws to provide indemnification to 

persons serving as an agent of NASDAQ 

OMX is being extended to persons 

serving as an agent of any wholly owned 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 74, No. 143 / Tuesday, July 28, 2009 / Notices 37279 

6The existing reference to ‘‘agents’’ in the 

sentence is proposed to be deleted. 

7 15 U.S.C. 78f. 

8 15 U.S.C. 78f(b)(1), (5). 

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

10 17 CFR 240.19b–4(f)(6). 

11 17 CFR 240.19b–4(f)(6). 

subsidiary of NASDAQ OMX. Article 

VIII is also amended to clarify that any 

repeal, modification or amendment of, 

or adoption of any provision 

inconsistent with, the indemnification 

and advancement of expenses provided 

for in Article VIII will not adversely 

affect the right of any person covered by 

the provision if the act or omission that 

any proceeding arises out of or is related 

to had occurred prior to the time for the 

repeal, amendment, adoption or 

modification. 

• Article IX is being amended to 

modernize the language of the 

provisions dealing with capital stock to 

reflect possible participation in the 

Direct Registration System (the ‘‘DRS’’). 

The DRS provides for the electronic 

registration of eligible securities in an 

investor’s name on the books of the 

transfer agent or corporation, 

eliminating the need for physical stock 

certificates or shares held in book-entry 

form by the beneficial owner’s broker. 

Although under the Delaware General 

Corporation Law, NASDAQ OMX can 

authorize participation in the program 

through a resolution, the various 

amendments to Article IX track more 

closely the language of Section 158 of 

the Delaware General Corporation Law, 

as recently revised, to explicitly 

reference the possibility of capital stock 

in uncertificated form. The 

amendments, however, do not require 

NASDAQ OMX to participate in the 

DRS or to eliminate stock certificates. 

• Article XII is being amended to 

conform certain of its provisions more 

closely to corresponding provisions in 

the Amended and Restated By-Laws of 

NYSE Euronext (the ‘‘NYSE Euronext 

By-Laws’’). Article XII contains 

provisions that govern the relationship 

between NASDAQ OMX and each of its 

subsidiaries that is a self-regulatory 

organization. First, the article requires 

NASDAQ OMX’s ‘‘[d]irectors, officers, 

employees, and agents’’ (emphasis 

added) to give due regard to the 

preservation of the independence of 

each self-regulatory subsidiary, not to 

take any actions that would interfere 

with each self-regulatory subsidiary’s 

regulatory functions, to cooperate with 

the Commission, to consent to U.S. 

jurisdiction, and to consent in writing to 

the applicability of these provisions. 

Corresponding provisions of Articles 

VII, VIII, and IX of the NYSE Euronext 

By-Laws, however, do not include the 

ambiguous and potentially expansive 

word ‘‘agent.’’ NASDAQ OMX is 

concerned that a broad construction of 

the term—to include not only parties 

with which it establishes an explicit 

contractual agency relationship, but also 

other service providers such as law 

firms and financial advisors that may 

act on NASDAQ OMX’s behalf on 

certain occasions—may deter some 

parties from providing services to 

NASDAQ OMX. However, in lieu of the 

requirement to obtain specific consents 

from agents, NASDAQ OMX proposes to 

adopt a provision from the NYSE 

Euronext By-Laws providing that 

NASDAQ OMX shall comply with the 

U.S. federal securities laws and the 

rules and regulations thereunder and 

shall cooperate with the SEC and the 

Self-Regulatory Subsidiaries pursuant to 

and to the extent of their respective 

regulatory authority, and shall take 

reasonable steps necessary to cause its 

agents to cooperate, with the SEC and, 

where applicable, the Self-Regulatory 

Subsidiaries pursuant to their regulatory 

authority. Second, Article XII provides 

that NASDAQ OMX and its officers, 

directors and employees 6 agree to 

maintain an agent for service of process 

in the U.S. By contrast, Article VII of the 

NYSE Euronext By-Laws includes a 

statement that officers, directors and 

employees shall be deemed to agree that 

the Corporation may serve as the U.S. 

agent for service of process. 

Accordingly, NASDAQ OMX proposes 

to adopt this more self-executing 

version. Finally, while the NASDAQ 

OMX By-Laws provide that NASDAQ 

OMX shall take such action as is 

necessary to insure that officers, 

directors and employees consent in 

writing to the applicability of these 

provisions, Article IX of the NYSE 

Euronext By-Laws requires only that 

NYSE Euronext take reasonable steps 

necessary to cause officers, directors, 

and employees to consent. Although 

NASDAQ OMX has begun the process of 

collecting written consents from current 

officers, directors, and employees, it 

believes that the current language may 

be unreasonably demanding as applied 

to a multinational exchange operator 

with over 2,000 employees in over 20 

countries. Accordingly, NASDAQ OMX 

proposes to adopt a version of NYSE 

Euronext’s language, which will require 

reasonable steps to obtain consent from 

both current officers, directors, and 

employees, as well as prospective 

officers, directors, and employees prior 

to their acceptance of a position. 

2. Statutory Basis 

The NASDAQ OMX Exchange 

Subsidiaries believe that the proposed 

rule changes are consistent with the 

provisions of Section 6 of the Act,7 in 

general, and with Sections 6(b)(1) and 

(b)(5) of the Act,8 in particular, in that 

the proposals enable them to be so 

organized as to have the capacity to be 

able to carry out the purposes of the Act 

and to comply with and enforce 

compliance by members and persons 

associated with members with 

provisions of the Act, the rules and 

regulations thereunder, and selfregulatory organization rules, and are 

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 securities, 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 proposed changes 

will enhance the clarity of NASDAQ 

OMX’s governance documents and 

improve its Board committee structures. 

B. Self-Regulatory Organizations’ 

Statements on Burden on Competition 

The NASDAQ OMX Exchange 

Subsidiaries do not believe that the 

proposed rule changes 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 Organizations’ 

Statements on Comments on the 

Proposed Rule Changes Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Changes and Timing for 

Commission Action 

The foregoing rule changes have 

become effective pursuant to Section 

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

subparagraph (f)(6) of Rule 19b–4 

thereunder.10 At any time within 60 

days of the filing of the respective 

proposed rule change by the applicable 

NASDAQ OMX Exchange Subsidiary, 

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. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 11 normally does not 

become operative for 30 days after the 

mstockstill on DSKH9S0YB1PROD with NOTICES

37280 Federal Register / Vol. 74, No. 143 / Tuesday, July 28, 2009 / Notices 

12 17 CFR 240.19b–4(f)(6)(iii). 

13For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

14See supra, note 3 and accompanying text. 

15 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). 

4The 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). 

date of filing. However, Rule 19b– 

4(f)(6)(iii) 12 permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

NASDAQ OMX Exchange Subsidiaries 

request that the Commission waive the 

30-day operative delay so that the 

proposals may become operative 

immediately upon filing. The NASDAQ 

OMX Exchange Subsidiaries state that 

the proposed rule changes do not 

significantly affect the protection of 

investors or the public interest and do 

not impose any significant burden on 

competition. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest.13 As 

mentioned above, the Commission 

recently approved the proposed rule 

change by The NASDAQ Stock Market 

LLC to adopt as part of its rules these 

same proposed changes to the By-Laws 

of NASDAQ OMX.14

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

changes are 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 

Nos. SR–BX–2009–040 and SR–Phlx– 

2009–60 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 

Nos. SR–BX–2009–040 and SR–Phlx– 

2009–60. These file numbers 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 

changes that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule changes 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 such filings also will be available for 

inspection and copying at the principal 

offices of the respective 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 Nos. 

SR–BX–2009–040 and SR–Phlx–2009– 

60, and should be submitted on or 

before August 18, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–17889 Filed 7–27–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60362; File No. SR–FINRA– 

2009–046] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Update Rule CrossReferences and Make Other Various 

Non-Substantive Technical Changes to 

FINRA Rules 

July 22, 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 July 17, 

2009, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) 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 

prepared by FINRA. 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 correct or 

update certain cross-references within 

certain FINRA rules that have been 

adopted in the consolidated FINRA 

rulebook. 

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 

FINRA is in process [sic] of 

developing a new consolidated rulebook 

(‘‘Consolidated FINRA Rulebook’’).4

That process involves FINRA submitting 

to the Commission for approval a series 

of proposed rule changes over time to 

adopt rules in the consolidated FINRA 

Rulebook. The phased adoption and 

implementation of those rules 

necessitates periodic amendments to 

update rule cross-references and other 

mstockstill on DSKH9S0YB1PROD with NOTICES