[Federal Register Volume 75, Number 66 (Wednesday, April 7, 2010)]
[Notices]
[Pages 17806-17810]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-7843]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-61819; File No. SR-FINRA-2009-061]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of Amendment No. 2 to a Proposed Rule
Change and Order Granting Accelerated Approval to the Proposed Rule
Change, as Modified by Amendments Nos. 1 and 2 Thereto, To Require
Members To Report OTC Transactions in Equity Securities Within 30
Seconds of Execution
March 31, 2010.
I. Introduction
On September 16, 2009, the Financial Industry Regulatory Authority,
Inc. (``FINRA'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to require members to report OTC transactions in
equity securities within 30 seconds of execution. On October 30, 2009,
FINRA filed Amendment No. 1 to the proposed rule change. The Commission
published the proposed rule change, as amended, for comment in the
Federal Register on November 17, 2009.\3\ The Commission received two
comment letters in response to the proposed rule change.\4\ On March
22, 2010, FINRA responded to the comment letters and filed Amendment
No. 2 to the proposed rule change.\5\ This Commission is publishing
this notice and order to solicit comments on Amendment No. 2 and to
approve the proposed rule change, as
[[Page 17807]]
modified by Amendments Nos. 1 and 2, on an accelerated basis.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 60960 (November 6,
2009), 74 FR 59272 (``Notice'').
\4\ See Letters from James R. Downing, CCO, Cheevers and
Company, Inc., received November 12, 2009 (``Cheevers Letter''); and
Neal E. Nakagiri, President, CEO, and CCO, NPB Financial Group, LLC,
dated November 24, 2009 (``NPB Letter'').
\5\ See Amendment No. 2 dated March 22, 2010 (``Amendment No.
2''). The text of the Amendment No. 2 is available on FINRA's Web
site at http://www.finra.org, at the principal office of FINRA, and
on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml).
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II. Description of the Amended Proposal
FINRA proposed to amend its trade reporting rules to: (1) Require
that members report over-the-counter (``OTC'') equity transactions \6\
to FINRA within 30 seconds of execution; (2) require that members
report secondary market transactions in non-exchange-listed direct
participation program (``DPP'') \7\ securities to FINRA within 30
seconds of execution; (3) require that members report trade
cancellations that are subject to the 90-second reporting under current
FINRA rules within 30 seconds of the time the trade is canceled; \8\
and (4) make certain conforming changes to the rules relating to the
OTC Reporting Facility (``ORF'').
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\6\ Specifically, OTC equity transactions are: (1) Transactions
in NMS stocks, as defined in SEC Rule 600(b) of Regulation NMS,
effected otherwise than on an exchange, which are reported through
the Alternative Display Facility (``ADF'') or a Trade Reporting
Facility (``TRF''); and (2) transactions in ``OTC Equity
Securities,'' as defined in FINRA Rule 6420 (e.g., OTC Bulletin
Board and Pink Sheets securities), which are reported through the
OTC Reporting Facility (``ORF''). The ADF, TRFs and ORF are
collectively referred to herein as the ``FINRA Facilities.''
\7\ ``Direct participation program or DPP, means a program which
provides for flow-through tax consequences regardless of the
structure of the legal entity or vehicle for distribution including,
but not limited to, oil and gas programs, real estate programs,
agricultural programs, cattle programs, condominium securities,
Subchapter S corporate offerings and all other programs of a similar
nature, regardless of the industry represented by the program, or
any combination thereof. A program may be composed of one or more
legal entities or programs but when used herein, the term shall mean
each of the separate entities or programs making up the overall
program and/or the overall program itself. Excluded from this
definition are real estate investment trusts, tax qualified pension
and profit sharing plans pursuant to Sections 401 and 403(a) of the
Internal Revenue Code and individual retirement plans under Section
408 of that Code, tax sheltered annuities pursuant to the provisions
of Section 403(b) of the Internal Revenue Code, and any company,
including separate accounts, registered pursuant to the Investment
Company Act of 1940.'' See FINRA Rule 6420, as proposed to be
amended.
\8\ See Amendment No. 2. See also Securities Exchange Act
Release No. 61359 (January 14, 2010), 75 FR 3772 (January 22, 2010)
(approving SR-FINRA-2009-082) (``Cancellations Order''). This new
requirement would include trades executed during normal market hours
and canceled at or before 4:00 p.m. on the date of execution. See
FINRA Rules 6282(j), 6380A(g), 6380B(f) and 6622(f).
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A. 30-Second Reporting Requirement
Under current FINRA trade reporting rules, members generally must
report OTC equity transactions that are executed during the hours that
the FINRA Facilities are open within 90 seconds of execution.\9\ Last
sale information for such trades is publicly disseminated on a real-
time basis. For trades executed during normal market hours and canceled
at or before 4:00 p.m. on the date of execution, members are required
to report the cancelation of the trades within 90 seconds of
cancellation.\10\ There are certain limited exceptions to this general
requirement, including for trades in non-exchange-listed DPP
securities, as discussed below.\11\
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\9\ See, e.g., FINRA Rules 6282(a), 6380A(a), 6380B(a), and
6622(a).
\10\ See, e.g., FINRA Rules 6282(j), 6380A(g), 6380B(f) and
6622(f). See also Cancellations Order, supra note 8.
\11\ Additionally, FINRA noted that transactions in PORTAL
securities, as defined in FINRA Rule 6631, are not subject to the
90-second reporting requirement, but must be reported to the ORF by
the end of the day. See FINRA Rule 6633.
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FINRA proposed to amend the trade reporting rules to require that
members report OTC equity transactions to FINRA within 30 seconds of
execution. In addition, for trades executed during normal market hours
and canceled at or before 4 p.m. on the date of execution, FINRA
proposed to amend the trade reporting rules to require that members
report cancellations within 30 seconds of cancellation.\12\
Specifically, the trade reporting rules would be amended to replace the
references to 90 seconds with 30 seconds.\13\ Trades not reported
within 30 seconds, unless expressly subject to a different reporting
requirement or excluded from the trade reporting rules altogether,
would be late.\14\
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\12\ See note 8, supra.
\13\ See FINRA Rules 6282(a) and (j); 6380A(a) and (g); 6380B(a)
and (f); 6622(a) and (f); 7130(b); 7230A(b); 7230B(b); and 7330(b).
FINRA also proposed to amend FINRA Rules 6181 and 6623 to replace
the reference to 90 seconds with a more general reference to ``the
required time period'' to clarify that these provisions also apply
to trades that are subject to a different reporting requirement
(e.g., certain trades executed outside normal market hours).
\14\ Although members would have 30 seconds to report, FINRA
reiterated that--as is the case today--members must report trades as
soon as practicable and cannot withhold trade reports, e.g., by
programming their systems to delay reporting until the last
permissible second.
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B. Reporting Requirements Applicable to Trades in Non-Exchange-Listed
DPP Securities
Pursuant to current FINRA Rule 6643(a)(1), members are required to
report trades in non-exchange-listed DPP securities to the ORF by 1:30
p.m. Eastern Time on the next business day (T+1) after the date of
execution; members that have the operational capability to report
transactions within 90 seconds of execution may do so at their
option.\15\ By contrast, OTC trades in exchange-listed DPP securities
are reported to a TRF or the ADF and are subject to the 90-second
reporting requirement (like any other OTC trade in an NMS stock).\16\
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\15\ Transaction information for such trades is not disseminated
on a real-time trade-by-trade basis, but is included in end-of-day
summary information.
\16\ See FINRA Rules 6282(a), 6380A(a), and 6380B(a).
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FINRA proposed to amend the trade reporting rules to require that
transactions in non-exchange-listed DPP securities be reported within
30 seconds of execution to conform to the reporting requirements
applicable to other OTC transactions, including OTC transactions in
exchange-listed DPP securities. Specifically, FINRA proposed to delete
the Rule 6640 Series (Reporting Transactions in Direct Participation
Program Securities) in its entirety, so that secondary market
transactions in non-exchange-listed DPPs would be reported to FINRA as
any other OTC Equity Security pursuant to Rules 6622, 6623, 7310, and
7330 as proposed to be revised.\17\ FINRA also proposed to make other
changes necessary to implement the new reporting regime applicable to
non-exchange listed DPP securities.\18\
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\17\ See Section II.C below.
\18\ For a detailed description of these changes see Notice,
supra note 3, at 59273-59274. In the Notice, FINRA noted that
transactions in non-exchange-listed DPPs currently are not subject
to regulatory transaction fees because they are not subject to
prompt last sale reporting under FINRA rules. As a result of the
proposed rule change, transactions in non-exchange-listed DPPs would
become subject to regulatory transaction fees. See Notice, at 59274.
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C. Proposed Conforming Amendments
In addition to the changes described above, FINRA proposed certain
changes to a number of subparagraphs within paragraph (a) of Rule 6622
relating to the ORF to conform, to the extent practicable, to the rules
relating to the ADF and TRFs.\19\
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\19\ For a detailed description of these changes see Notice,
supra note 3, at 59274. FINRA noted that most of the proposed
conforming changes to FINRA Rule 6622(a) are technical in nature;
however, some members may need to make systems changes to comply
with some of the requirements that are not included expressly in the
current rule.
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In addition to the proposed amendments to Rule 6622, FINRA proposed
to amend Rule 6420 to add ``normal market hours'' and ``OTC Reporting
Facility Participant'' as defined terms.\20\
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\20\ The proposed definition of ``normal market hours'' is
identical to the TRF rules, and the proposed definition of ``OTC
Reporting Facility Participant'' is substantially similar to the
definition of ``Trade Reporting Facility Participant'' in the TRF
rules. See, e.g., FINRA Rules 6320A and 6320B.
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[[Page 17808]]
III. Summary of Comment Letters and FINRA's Response
The Commission received two comment letters on the proposed rule
change.\21\
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\21\ See note 4, supra.
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A. 30-Second Reporting Requirement
One commenter raised the following issues related to the proposed
30-second reporting requirement.\22\ First, the commenter pointed out
that the proposal does not reflect the manual processes many firms have
in place when reporting to a TRF, such as using WeblinkACT 2.0, a
NASDAQ product which requires the user to type information into a
browser based window in order to report transactions. According to the
commenter, if the reporting time is changed to 30 seconds ``it is
plausible that firms using WeblinkACT would have difficulty reporting
within 30 seconds.''\23\ The commenter stated that this places an undue
burden on firms with processes that are manual in nature.\24\
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\22\ See Cheevers Letter, supra note 4.
\23\ Id. at 1.
\24\ Id.
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In the original filing, FINRA proposed to implement the proposed
rule change between six and nine months following the date of
Commission approval. In responding to the first comment, FINRA
recognized that firms that use a manual process such as WeblinkACT to
report trades may have difficulty entering all of the required
information within 30 seconds.\25\ However, FINRA represented that the
number of trades reported in this manner is a tiny fraction of the
overall number of trades reported to FINRA on a daily basis, and that
the number of firms that use this manual reporting process is small.
Moreover, FINRA noted that there are steps that firms using WeblinkACT
could take to expedite trade reporting, including, for example, setting
defaults to automatically populate certain fields in the trade report
or separating the process of reporting for tape purposes from any
associated clearing entry (i.e., the submission of additional clearing
information may be the reason a firm cannot complete the reporting
within 30 seconds). Accordingly, in Amendment No. 2, FINRA proposed to
provide an additional six months for member firms that utilize manual
trade reporting systems to make the systems changes necessary to comply
with the 30-second trade reporting requirement \26\
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\25\ See Amendment No. 2, supra note 5.
\26\ FINRA will phase-in implementation of the 30-second
reporting requirement. The implementation date for ``Manual
Reporting Firms'' would be between twelve and fifteen months
following the date of Commission approval (``Phase II''). For
purposes of Phase II implementation, FINRA defined a ``Manual
Reporting Firm'' as a firm that uses a manual process such as
WeblinkACT (or the Nasdaq or ACT workstation) for all, or
substantially all, of its trade reporting of OTC trades. Firms with
automated processes that on occasion manually report trades would
not fall within the scope of this definition and must comply with
the Phase I implementation date for all of their trade reporting. In
other words, firms with automated trade reporting processes would
not qualify for Phase I implementation for some trades and Phase II
implementation for other trades. For a detailed description of the
steps necessary to qualify as a Manual Reporting Firm, see Amendment
No. 2, supra note 5. For all other firms, the implementation date
would be between six and nine months following the date of
Commission approval, as proposed in the original filing (``Phase
I''). FINRA would announce the implementation dates in a Regulatory
Notice. The proposed phased-in implementation schedule would apply
to the 30-second reporting requirement only. The conforming changes
to the rules relating to the ORF that were proposed in the original
filing would be implemented for all firms on the Phase I
implementation date. Prior to the Phase II implementation date,
Manual Reporting Firms would continue to be subject to the current
trade reporting requirements, i.e., firms must report as promptly as
practicable--and in no event more than 90 seconds--following trade
execution. These firms also would continue to be subject to all
other reporting time frames under FINRA rules. FINRA also stated
that the proposed phased-in implementation schedule would not
establish a separate standard for purposes of modifying trade
reports as timely versus late. Upon Phase I implementation, all
trades reported more than 30 seconds after execution will be
modified as late for reporting and dissemination purposes.
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Second, the commenter noted that the proposed rule change will not
materially enhance market transparency and questioned the need for
reducing the reporting time given that 99.90% of all trades are already
being reported within 30 seconds.\27\
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\27\ See Cheevers Letter at 1.
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In responding to the second comment, FINRA stated that the original
filing cited a number of compelling reasons for the proposed rule
change. Additionally, FINRA noted that under the 90-second reporting
requirement, market participants have no way of distinguishing among
trades reported 30 or 60 or 90 seconds after execution; they all appear
on the tape as timely reported trades.\28\ FINRA stated that the
proposed rule change would provide market participants the certainty
that any trade disseminated as timely reported was executed within the
previous 30 seconds.
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\28\ See Amendment No. 2, supra note 5.
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Third, the commenter stated that Qualified Contingent (QCT) trades
\29\ should be exempt from the 30-second reporting requirement.\30\ In
responding to the comment, FINRA stated that such trades currently are
subject to real-time trade reporting and dissemination, and FINRA does
not believe that a blanket exemption is warranted in this instance.\31\
FINRA noted, however, that if a firm reports QCT trades via a manual
process such as WeblinkACT, it may qualify for the later Phase II
implementation date, as discussed above, and have additional time to
make necessary systems changes.\32\
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\29\ See Securities Exchange Act Release No. 54389 (August 31,
2006), 71 FR 52829 (September 7, 2006) (Order Granting an Exemption
for Qualified Contingent Trades from Rule 611(a) of Regulation NMS
under the Securities Exchange Act of 1934); and Securities Exchange
Act Release No. 57620 (April 4, 2008), 73 FR 19271 (April 9, 2008)
(Order Modifying the Exemption for Qualified Contingent Trades from
Rule 611(a) of Regulation NMS under the Securities Exchange Act of
1934).
\30\ See Cheevers Letter at 2. The commenter noted that such
orders are not exposed to the open marketplace and the reported
prices are not indicative of the current available market for the
security, therefore their increased timeliness adds little to the
transparency of the actionable market.
\31\ See Amendment No. 2, supra note 5.
\32\ Id.
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Finally, the commenter recommended that FINRA adopt a rule that
requires firms to report ``as soon as practicable,'' rather than impose
a 30-second reporting requirement, to afford firms with manual
processes the ability to remain compliant and to require that automated
processes are programmed to report promptly.\33\ In responding to the
comment, FINRA stated that a bright-line, uniform standard is crucial
for surveillance and enforcement purposes, and provides meaningful
information to the market.\34\
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\33\ See Cheevers Letter at 2-3.
\34\ See Amendment No. 2, supra note 5.
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B. Reporting Requirements Applicable to Trades in Non-Exchange-Listed
DPP Securities
The second commenter addressed the proposal relating to the trade
reporting of transactions in non-exchange-listed DPPs.\35\ The
commenter asserted that a 30-second reporting requirement for non-
exchange-listed DPPs would be problematic because the time of execution
for such trades is not a precise time. The commenter asserted that
``there is a lot of paperwork to complete before a `trade' takes place
between a buyer and a seller, and then the transfer itself has to be
accepted and completed by the issuer or an agent of the issuer.'' \36\
The commenter further asserted that ``[i]f a trade report is required
at all, it should be within 24 hours of the `last act' that is required
between the buyer, seller and issuer to ultimately complete the
trade.'' \37\
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\35\ See NPB Letter, supra note 4.
\36\ See NPB Letter at 1.
\37\ Id.
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In responding to the comment, FINRA stated that, as discussed in
the original filing, pursuant to current Rule
[[Page 17809]]
6643(a)(1), members are required to report trades in non-exchange-
listed DPP securities to the ORF by 1:30 p.m. Eastern Time on the next
business day (T+1) after the date of execution; members that have the
operational capability to report transactions within 90 seconds of
execution may do so at their option.\38\ The original filing proposed
to amend Rule 6622 to include as Supplementary Material the definitions
of ``date of execution'' and ``time of execution'' for non-exchange-
listed DPP transactions.\39\ Thus, FINRA stated that under current
rules and the proposed rule change, there is no uncertainty as to the
time of execution of the trade or the point at which a firm's reporting
obligation is triggered. With respect to the commenter's suggestion
that a trade report should be required (if at all) within 24 hours of
the `last act' that is required between the buyer, seller and issuer to
ultimately complete the trade, FINRA reiterated that under its trade
reporting rules, the reporting obligation is triggered upon execution,
not settlement, of the trade and the fact that the ultimate transfer of
the securities may be contingent on subsequent events or actions of
other parties is irrelevant.\40\
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\38\ See Notice, supra note 3, at 59273.
\39\ FINRA stated that the proposed definitions are identical to
the definitions in current Rule 6642, and specifically, ``time of
execution'' is defined as the time when the parties to a transaction
in a DPP have agreed to all of the essential terms of the
transaction, including the price and number of the units to be
traded. See Amendment No. 2, supra note 5.
\40\ See Amendment No. 2, supra note 5. Moreover, FINRA noted
that delaying the trade report until a later date when the transfer
actually occurs could be confusing to market participants, because
intervening events, such as the payment of a distribution or sale of
partnership assets, could affect the price or value of the DPP. See
id.
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IV. Discussion and Commission Findings
After carefully considering the proposal, the comments submitted,
and FINRA's response to the comments, the Commission finds that the
proposed rule change is consistent with the requirements of the Act and
the rules and regulations thereunder applicable to a national
securities association.\41\ In particular, the Commission finds that
the proposed rule change is consistent with Section 15A(b)(6) of the
Act,\42\ which requires, among other things, that FINRA rules 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. The Commission has
considered the commenters' view on the proposed rule change and
believes that FINRA responded appropriately to the concerns raised.
Indeed, the Commission believes that the proposal promotes the goals of
transparency, consistency in trade reporting and dissemination, and
timely reporting by FINRA members.
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\41\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\42\ 15 U.S.C. 78o-3(b)(6).
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Furthermore, the Commission believes that the proposal is
consistent with Section 11A(a)(1)(C)(iii) of the Act,\43\ which sets
forth Congress' finding that it is in the public interest and
appropriate for the protection of investors and the maintenance of fair
and orderly markets to assure the availability to brokers, dealers, and
investors of information with respect to quotations and transactions in
securities. The Commission believes that these goals are furthered by
the proposed amendments requiring that FINRA members report OTC equity
transactions to FINRA within 30 seconds of execution; requiring that
members report trade cancellations within 30 seconds of the time the
trade is canceled; requiring that members report secondary market
transactions in non-exchange-listed DPP securities to FINRA within 30
seconds of execution; and making certain conforming changes to the
rules relating to the ORF. The proposed rule change is reasonably
designed to accomplish these goals by shortening the time within which
FINRA members must report trades from 90 seconds to 30 seconds. As
FINRA stated in its proposal, the 90-second reporting requirement has
been in effect since 1982, when OTC trading was ``more manual in
nature.'' The regulatory landscape has changed substantially in the
intervening 28 years and, as trading has become increasingly automated,
the vast majority of trades are now reported in a much shorter period
of time.\44\
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\43\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
\44\ For example, FINRA noted that during the period of February
23 through February 27, 2009, overall member compliance with the
current 90-second reporting requirement was 99.95% (for all trades
submitted to a FINRA Facility for public dissemination), and 99.90%
of trades were reported in 30 seconds or less. See Notice, supra
note 3.
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The Commission shares FINRA's belief that the proposed rule change
will promote consistent and timely reporting by all members and enhance
market transparency and price discovery by ensuring that trades are
disseminated closer in time to execution. As FINRA stated in submitting
its proposal, timely reporting has become even more critical with the
implementation of Regulation NMS. Additionally, the proposed rule
change will lessen the ability of members to withhold important market
information from investors and other market participants for
competitive or other improper reasons.\45\ Going forward, the
Commission expects FINRA to monitor the effect of this change and to
consider the need to lower the time within which trades must be
reported even further.
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\45\ FINRA reiterated the importance of timely reporting and
reminds members that a pattern and practice of late reporting may be
considered inconsistent with high standards of commercial honor and
just and equitable principles of trade in violation of FINRA Rule
2010. See Notice, supra note 3.
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However, one commenter asserted that the proposal places an undue
burden on firms with processes that are manual in nature.\46\ In
response to this comment, in Amendment No. 2, FINRA proposed to provide
an additional six months for member firms that utilize manual trade
reporting systems to make the systems changes necessary to comply with
the 30-second trade reporting requirement.\47\
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\46\ See note 24, supra, and accompanying text.
\47\ See notes 25-26, supra, and accompanying text.
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With respect to FINRA's proposal to amend the trade reporting rules
to require that transactions in non-exchange-listed DPP securities be
reported within 30 seconds to conform to the reporting requirements
applicable to other OTC transactions, including those in exchange-
listed DPP securities, the Commission shares FINRA's belief that the
inconsistency in the reporting and dissemination of DPPs can create
confusion for market participants, especially when an exchange-listed
DPP is delisted and dissemination of trading in the security goes from
real-time to only twice daily. Therefore, the Commission believes that
there is a value in such uniform reporting for DPP securities.
In its filing with the Commission, FINRA stated its belief that the
proposed rule change would enhance market transparency and promote
consistency in trade reporting and dissemination and that increasing
the public availability of information would allow FINRA to obtain a
more complete audit trail of transactions in the market and enhance
FINRA's ability to oversee its members' compliance with Regulation NMS.
Although the Commission acknowledges the potential for firms covered by
these new reporting requirements to incur additional compliance burdens
and costs, the Commission believes that any such burdens are outweighed
by the overall
[[Page 17810]]
benefits of increased transparency and access to more comprehensive
trade information in the OTC markets.
V. Accelerated Approval
The Commission finds good cause, pursuant to Section 19(b)(2) of
the Act,\48\ for approving the proposed rule change, as modified by
Amendments No. 1 and 2 thereto, prior to the 30th day after the date of
publication of Amendment No. 2 in the Federal Register. The changes
proposed in Amendment No. 2 are minor in nature or respond to specific
concerns raised by commenters. In Amendment No. 2, the Exchange
proposed to change the requirement to report the cancellation of a
trade executed during normal market hours and canceled before 4 p.m. on
the date of execution from 90 seconds to 30 seconds in Rule
6282(j)(2)(A).\49\ Amendment No. 2 also reflects changes approved in
SR-FINRA-2009-082 to the text of Rules 6380A(g)(2)(A), 6380B(f)(2)(A)
and 6622(f)(2)(A).\50\
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\48\ 15 U.S.C. 78s(b)(2).
\49\ The requirement to report cancellations in 90 seconds was
established by SR-FINRA-2009-082. See Cancellations Order, supra
note 8.
\50\ See Cancellations Order, supra note 8.
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Accordingly, the Commission finds that good cause exists to approve
the proposal, as modified by Amendments Nos. 1 and 2, on an accelerated
basis.
VI. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 2
to 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 [email protected]. Please include
File Number SR-FINRA-2009-061 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-2009-061. 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 Web site
viewing and printing in the Commission's Public Reference Room, on
official business days 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 FINRA.\51\ 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 No. SR-FINRA-2009-061 and should be submitted on or before April
28, 2010.
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\51\ The text of the proposed rule change, as modified by
Amendments Nos. 1 and 2, is available on FINRA's Web site at http://www.finra.org, on the Commission's Web site at http://www.sec.gov,
at FINRA, and at the Commission's Public Reference Room.
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VII. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (SR-FINRA-2009-061), as modified by
Amendments Nos. 1 and 2, be, and hereby is, approved on an accelerated
basis.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\52\
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\52\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-7843 Filed 4-6-10; 8:45 am]
BILLING CODE 8011-01-P