Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To Require the Reporting of Transactions in Asset-Backed Securities to TRACE, 9262-9265 [2010-4067]

Download as PDF 9262 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices certain off-site evaluation measures for other SBA Lenders. Examples of other overriding factors that may be considered include, but are not limited to: enforcement or other actions of regulators or other authorities, including, but not limited to, Cease & Desist orders by federal financial regulators; early loan default trends; purchase rate or projected purchase rate trends; abnormally high default, purchase or liquidation rates; denial of liability occurrences; lending concentrations; rapid growth of SBA lending; net yield rate significantly worse than average; and inadequate, incomplete, or untimely reporting to SBA or inaccurate submission of required fees to SBA. In conclusion, industry best practices and changes in the SBA portfolio, programs, and available data necessitate that SBA’s risk rating model be periodically redeveloped. This notice marks the first redevelopment of SBA’s risk rating model. In addition to the redevelopment, SBA has and will continue to perform annual validation testing on the calculated composite risk ratings, and will further refine the model as necessary to maintain or possibly improve the predictability of its risk scoring. Authority: 15 U.S.C. 634(b)(7), and 15 U.S.C. 687(f). Karen G. Mills, Administrator. [FR Doc. 2010–4266 Filed 2–26–10; 8:45 am] BILLING CODE 8025–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–61566; File No. SR–FINRA– 2009–065] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To Require the Reporting of Transactions in Asset-Backed Securities to TRACE mstockstill on DSKH9S0YB1PROD with NOTICES February 22, 2010. U.S.C. 78s(b)(1). VerDate Nov<24>2008 16:46 Feb 26, 2010 II. Description of the Proposal FINRA utilizes TRACE to collect from its members and publicly disseminate information on secondary over-thecounter transactions in corporate debt securities and, pursuant to a recent rule change to the Rule 6700 Series,7 Agency Debt Securities and certain primary market transactions. In this proposal, FINRA has proposed to expand TRACE to include the reporting (but not public dissemination) of Asset-Backed Securities. Specifically, the proposed rule change would: (1) In Rule 6710, amend the defined terms (a) ‘‘TRACE–Eligible Security’’ to include Asset-Backed Securities; (b) ‘‘Reportable TRACE Transaction’’ to include specific requirements regarding certain Asset-Backed Securities; (c) ‘‘Agency Debt Security’’ to incorporate new defined terms; (d) ‘‘TRACE System Hours’’ to transfer the defined term from Rule 6730(a) to Rule 6710(bb); and (e) ‘‘Asset-Backed Security’’ to clarify that the definition included a residual tranche of an Asset-Backed Security; 8 (2) To Rule 6710, add the defined terms, ‘‘Sponsor,’’ ‘‘Issuing Entity,’’ ‘‘TBA,’’ ‘‘Agency Pass-Through Mortgage-Backed Security,’’ ‘‘Factor,’’ ‘‘Specified Pool Transaction,’’ 2 17 I. Introduction On October 1, 2009, the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’)1 and Rule 19b–4 1 15 thereunder,2 a proposed rule change to designate asset-backed securities, mortgage-backed securities, and other similar securities (collectively, ‘‘AssetBacked Securities’’) as eligible for the Trade Reporting and Compliance Engine (‘‘TRACE’’), and to establish reporting, fee, and other requirements relating to such securities. The proposed rule change was published for comment in the Federal Register on October 28, 2009.3 The Commission received four comments in response to the proposal.4 On December 22, 2009, FINRA responded to the comments 5 and on January 19, 2010, FINRA filed Amendment No. 1 to the proposal.6 The Commission is publishing this notice and order to solicit comments on Amendment No. 1 and to approve the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. Jkt 220001 CFR 240.19b–4. Securities Exchange Act Release No. 60860 (October 21, 2009), 74 FR 55600 (‘‘Notice’’). 4 See infra note 13. 5 See letter from Sharon Zackula, Associate Vice President and Associate General Counsel, FINRA, to Elizabeth M. Murphy, Secretary, Commission, dated December 22, 2009 (‘‘FINRA Letter’’). 6 See infra Section III. 7 See Securities Exchange Act Release No. 60726 (September 28, 2009), 74 FR 50991 (October 2, 2009) (approving SR–FINRA–2009–010). 8 See Amendment No. 1, infra Section III. 3 See PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 ‘‘Stipulation Transaction,’’ ‘‘Dollar Roll,’’ and ‘‘Remaining Principal Balance’’; (3) Amend the definitions of ‘‘List or Fixed Offering Price Transaction’’ and ‘‘Takedown Transaction’’ in Rule 6710(q) and Rule 6710(r), respectively, to exclude from those defined terms transactions in any type of Asset-Backed Security; (4) In Rule 6710(y), amend the defined term ‘‘Stipulation Transaction’’ to delete the condition relating to the settlement of transactions not in conformity with certain uniform practices established as ‘‘good delivery’’; (5) In Rule 6710(w), amend the defined term ‘‘Factor’’; 9 (6) In Rule 6730, require the reporting of Asset-Backed Securities transactions; (7) In Rule 6730(a)(6)(A), and for a six-month pilot period, establish the reporting period for Asset-Backed Securities transactions to no later than T + 1 during TRACE System Hours;10 (8) In Rule 6730(d)(1), amend the requirement that a member input a commission stated in points per bond, and instead require reporting of the total dollar amount of a commission; (9) In Rule 6730(d)(2), modify the manner that a member reports the Factor to require a member to report the Factor only if the Factor used is not the current most publicly available Factor for the Asset-Backed Security; (10) In Rule 6730(d)(4)(B), add subparagraphs (i) and (ii) and, in subparagraph (ii), require members to report, for all transactions in AssetBacked Securities, the actual date of settlement and indicate if the transaction will or will not settle ‘‘regular way’’;11 (11) In Rule 6750, provide that information on a transaction in a TRACE–Eligible Security that is an Asset-Backed Security will not be disseminated; (12) In Rule 6760, require a member that is a Sponsor or an Issuing Entity of an Asset-Backed Security to provide the required notice to FINRA, and modify the notification requirements to accept a mortgage pool number in certain circumstances; (13) In Rule 7730, establish reporting fees for transactions in Asset-Backed Securities that are TRACE–Eligible Securities at the same rates in effect for transactions in corporate debt securities;12 and (14) In Rule 6700 Series, incorporate certain technical, administrative, and clarifying changes. 9 See id. id. 11 See id. 12 See id. 10 See E:\FR\FM\01MRN1.SGM 01MRN1 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices III. Summary of Comments and Amendment No. 1 mstockstill on DSKH9S0YB1PROD with NOTICES The Commission received four comments on the proposed rule change,13 all of which generally supported the proposal.14 However, two commenters argued that FINRA’s proposal did not go far enough, and recommended that FINRA also disseminate information about transactions in Asset-Backed Securities.15 In contrast, a third commenter supported FINRA’s decision not to disseminate such information at the present time, and urged FINRA to study data collected on Asset-Backed Securities before making any determination regarding dissemination.16 FINRA agreed with the third commenter and stated that the information on Asset-Backed Securities transactions should be collected and analyzed before it makes a decision regarding dissemination. FINRA added that, if it determines that the trading data provide a reasonable basis to seek dissemination of transaction information on Asset-Backed Securities, market participants and the public would have an opportunity to comment on a proposed rule change at that time.17 Two commenters expressed concern about FINRA’s proposal to allow reports to be made by the close of business on the date of trade (‘‘T’’), and for transactions executed after 5 p.m. Eastern Time (‘‘ET’’), to the close of business on T+1.18 One of those 13 See letter from Beth N. Lowson, The Nelson Law Firm, LLC, dated November 13, 2009 (‘‘Nelson Letter’’); letter from Willard Stein, Ph.D., CFA, dated November 15, 2009 (‘‘Stein Letter’’); letter from John Hogue, Associate Portfolio Manager, Alexandria Capital Management Inc., dated November 17, 2009 (‘‘Hogue Letter’’); and letter from George P. Miller, Executive Director, American Securitization Forum and Randolph C. Snook, Senior Managing Director and Executive Vice President, Securities Industry and Financial Markets Association, dated November 18, 2009 (‘‘SIFMA–ASF Letter’’) (collectively, the ‘‘Comment Letters’’). 14 See Nelson Letter (expressing strong support for increased price transparency); Stein Letter (supporting FINRA’s proposal to designate AssetBacked Securities as TRACE-eligible); Hogue Letter (stating that adding Asset-Backed Securities to the TRACE systems is a positive development); SIFMA–ASF Letter (stating that improvements to the transparency of structured finance products and markets are a necessary component to broad-based economic recovery). 15 See Stein Letter; Nelson Letter. 16 See SIFMA–ASF Letter at 2–3, 11–12. 17 See FINRA Letter at 3–4. 18 See Stein Letter; Hogue Letter. FINRA Rule 6730(a) currently provides that all transactions in TRACE–Eligible Securities must be reported within 15 minutes of the time of execution, with certain exceptions for trades executed during non-TRACE System Hours. Rule 6730(a)(1) through (4) provides exceptions to the standard 15-minute reporting requirement if a member executes a transaction VerDate Nov<24>2008 16:46 Feb 26, 2010 Jkt 220001 commenters stated that the addition of Asset-Backed Securities to the TRACE system is a positive development, but questioned the usefulness of data that is not reported until T+1.19 A third commenter requested that FINRA extend the proposed reporting period for Asset-Backed Securities to the close of business on T+1 for all transactions, given the operational complexity of reporting such securities.20 FINRA responded by proposing, in Amendment No. 1, for a six-month pilot period, to extend the reporting period for all transactions in Asset-Backed Securities to no later than T+1 during TRACE system hours.21 Upon expiration of the pilot program, the reporting requirements would revert to the period originally proposed.22 FINRA also stated that, because the data are not subject to dissemination, allowing addition time for the reporting of AssetBacked Securities transactions does not impact transparency.23 One comment letter, submitted jointly by the American Securitization Forum and the Securities Industry and Financial Markets Association (‘‘SIFMA–ASF’’), raised a number of operational and technical issues. SIFMA–ASF noted, for example, that many Asset-Backed Securities do not have CUSIP numbers, and questioned how members could meet their reporting obligations for such securities.24 In response, FINRA stated that it is working to develop a process for the efficient and timely identification of such securities and to provide a non-CUSIP security identifier when necessary.25 Additionally, SIFMA–ASF requested that FINRA update and maintain the TRACE Issue Master File with information for all available Asset-Backed Securities, including Factor information in the TRACE system, prior to implementing after or before TRACE System Hours or less than 15 minutes before the TRACE system closes. 19 See Hogue Letter. 20 See SIFMA–ASF Letter at 6. 21 See Amendment No. 1; FINRA Letter at 2–3. 22 Rule 6730(a)(5) allows for an extended reporting period (until T+1) for ‘‘List or Fixed Offering Price Transaction’’ and ‘‘Takedown Transactions.’’ In this proposal, FINRA excluded Asset-Backed Securities from the definitions of List or Fixed Offering Price Transaction and Takedown Transaction. Therefore, upon the expiration of the pilot period, such transactions in Asset-Backed Securities would be required to be reported in accordance with the original proposal—i.e., by the close of business on the date of trade (‘‘T’’), and for transactions executed after 5 p.m. ET, to the close of business on T+1. In contrast, any other List or Fixed Offering Price Transactions and Takedown Transactions would continue to be subject to T+1 reporting under Rule 6730(a)(5). 23 See FINRA Letter at 2. 24 See SIFMA–ASF Letter at 5. 25 See FINRA Letter at 6. PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 9263 its proposed rule change.26 In response, FINRA agreed that, to facilitate and reduce reporting and notification burdens to its members, it will obtain security information to update the TRACE Issue Master file prior to implementation of reporting requirements.27 SIFMA–ASF suggested that FINRA modify the proposed requirement that a member report the specific Factor used to price an Asset-Backed Security transaction, recommending instead that FINRA obtain and maintain Factor information from master data files that are commercially available.28 FINRA agreed with this comment and amended the proposal accordingly, and also proposed to add a sentence clarifying a member’s reporting obligation for AssetBacked Securities that are not priced using a Factor. In the initial filing, FINRA proposed amendments regarding reporting the days to settlement. Specifically, FINRA proposed that: (1) For a transaction in an Agency Pass-Through MortgageBacked Security, no settlement-related indicator or modifier stating the number of days to settlement would be required in the transaction report if the settlement would be done in conformity with the uniform practices established as ‘‘good delivery’’ for such transactions on the next occurring monthly settlement date for such securities; and (2) for all other Asset-Backed Securities transactions, including transactions in Agency Pass-Through Mortgage-Backed Securities transactions not included in (1) above, members would report the number of days to settlement (e.g., ‘‘.s45,’’ for a settlement scheduled to occur 45 days following execution). SIFMA–ASF suggested that FINRA amend these provisions to require members to report the actual date of settlement for all transactions in AssetBacked Securities, rather than modifiers such as ‘‘regular way’’ or ‘‘.sNN.’’ FINRA agreed with this comment29 and proposed new rule text in Amendment No. 1 to effect this change. SIFMA–ASF further requested that FINRA phase in compliance for the new reporting requirements, making secondary market trades in AssetBacked Securities reportable first, followed by primary market trades after six months.30 FINRA disagreed with this suggestion and stated that, if it delayed implementation of the requirement for primary market reporting, it would not 26 See SIFMA–ASF Letter at 9–10. FINRA Letter at 8. 28 See SIFMA–ASF Letter at 3–6. 29 See FINRA Letter at 6. 30 See SIFMA–ASF Letter at 10. 27 See E:\FR\FM\01MRN1.SGM 01MRN1 mstockstill on DSKH9S0YB1PROD with NOTICES 9264 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices be aware of Asset-Backed Securities sold into the market during that period. FINRA further stated that its approach eliminates the implementation issue associated with determining if a transaction is a primary or secondary market transaction.31 Additionally, SIFMA–ASF requested that FINRA follow the approach where changes to several fields in customer transaction are separately classified as ‘‘amendments’’ rather than ‘‘late trades’’ to avoid penalizing broker-dealers for facilitating legitimate modifications to customer transactions that may occur in the normal course of business or that are the result of factors beyond their control.32 In response, FINRA stated that amended transaction reports are generally not required when modifications occur relating to delivery of assets or collateral or to settlement of a transaction.33 SIFMA–ASF further asked that FINRA consider the additional costs to members for complying with the new reporting requirements and suggested eliminating the fees for modifying TRACE transaction reports.34 FINRA responded that it is premature to consider any fee adjustments, as FINRA may incur greater costs in overseeing the market in light of the new data generated by reporting of transactions in AssetBacked Securities.35 In Amendment No. 1, FINRA also made certain changes to the proposed rule text independent of any issues raised by commenters. FINRA determined that neither Rule 6730(a)(5) 36 nor the fee relief in Rule 7730(b)(1)(C) should apply to new issue Asset-Backed Securities, and in Amendment No. 1, FINRA proposed changes to certain rule text to effect this determination. Specifically, in Amendment No. 1, FINRA amended the definitions ‘‘List or Fixed Offering Price Transaction’’ in proposed Rule 6710(q) and ‘‘Takedown Transaction’’ in proposed Rule 6710(r) to exclude from such defined terms transactions in any type of Asset-Backed Security. As a result of this change, members will be required to pay reporting fees for all primary market transactions in AssetBacked Securities, as no new issue transactions in Asset-Backed Securities would be eligible for the fee relief set forth in Rule 7730(b)(1)(C), which applies only to transactions that are a ‘‘List or Fixed Offering Price 31 See FINRA Letter at 7. SIFMA–ASF Letter at 7. 33 See FINRA Letter at 8. 34 See SIFMA–ASF Letter at 11. 35 See FINRA Letter at 9. 36 See supra note 22. 32 See VerDate Nov<24>2008 16:46 Feb 26, 2010 Jkt 220001 Transaction’’ or a ‘‘Takedown Transaction.’’ Rule 6730(d)(1) currently requires a member to report a commission stated in points per bond. However, recognizing that many Asset-Backed Securities do not have par or principal values of $1,000, FINRA is proposing in Amendment No. 1 to amend Rule 6730(d)(1) to require members to input the total dollar amount of a commission when reporting a transaction in an Asset-Backed Security, rather than stating the commission in points per bond. Amendment No. 1 also would delete references to uniform practices established as ‘‘good delivery’’ in the defined terms ‘‘TBA’’ in Rule 6710(u) and ‘‘Stipulation Transaction’’ in Rule 6710(y), and revise the defined term ‘‘Factor’’ in Rule 6710(w). Also in Amendment No. 1, FINRA proposed to incorporate certain non-substantive, technical, clarifying, and formatting amendments in the Rule 6700 series and in Rule 7730. Finally, FINRA modified certain aspects of the proposed rule change to account for changes in the TRACE rules that had been approved recently by the Commission.37 FINRA also represented in Amendment No. 1 that, if the Commission approves SR–FINRA– 2009–065, as amended, it undertakes not to not make this proposal effective until the rule changes from the two intervening filings have become effective. IV. Discussion After carefully considering the proposal and the comments submitted, 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.38 In particular, the Commission finds that the proposed rule change is consistent with Section 15A(b)(6) of the Act,39 which requires, among other things, that FINRA rules must be designed to prevent fraudulent and manipulative 37 See Securities Exchange Act Release No. 60726 (September 28, 2009), 74 FR 50991 (October 2, 2009) (approving SR–FINRA–2009–010); FINRA Regulatory Notice 09–57 (September 2009) (stating that the rule text of SR–FINRA–2009–010 becomes effective March 1, 2010); Securities Exchange Act Release No. 61012 (November 16, 2009), 74 FR 61189 (November 23, 2009) (approving SR–FINRA– 2007–006). FINRA will publish a Regulatory Notice announcing the effective date of SR–FINRA–2007– 006, which shall be a day shortly following the effective date of SR–FINRA–2009–010. 38 In approving this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 39 15 U.S.C. 78o–3(b)(6). PO 00000 Frm 00116 Fmt 4703 Sfmt 4703 acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. The Commission does not believe that the comments raise any issue that would preclude approval of the proposal. Prior to TRACE’s implementation, the NASD (FINRA’s predecessor) did not have routine access to comprehensive transaction information for the over-thecounter corporate bond market, even though the NASD bore responsibility for surveilling and regulating that market. In originally approving TRACE, the Commission stated that obtaining such information to better conduct market surveillance was a fundamental means of promoting fairness and confidence in U.S. capital markets.40 Similarly, with respect to the over-the-counter market for Asset-Backed Securities, FINRA currently does not possess the comprehensive transaction information that would help it carry out its statutory duties to regulate this market. The Commission believes, therefore, that it is reasonable and consistent with the Act for FINRA to expand TRACE to designate Asset-Backed Securities as TRACE-Eligible Securities, and to establish reporting, fee, and other requirements relating to such securities in the manner set forth in the proposal. Expanding TRACE to include AssetBacked Securities is reasonably designed to help FINRA fulfill its mandate in Section 15A(b)(6) of the Act 41 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 acknowledges the potential for firms covered by these new reporting requirements to incur certain compliance burdens. However, the Commission believes that any such burdens are justified by the overall benefits of regulators having access to more comprehensive trade information in the fixed income markets. The Commission notes that FINRA has proposed, for a six-month pilot period, a T+1 reporting period for Asset-Backed Securities, rather than a same-day reporting period as originally proposed.42 The Commission believes that this modification is reasonably designed to ease the compliance burdens on those affected by the proposal without significantly compromising FINRA’s ability to obtain 40 See Securities Exchange Act Release No. 43873 (January 23, 2001) 66 FR 8131, 8136 (January 29, 2001). 41 15 U.S.C. 78o–3(b)(6). 42 See Amendment No. 1. E:\FR\FM\01MRN1.SGM 01MRN1 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices comprehensive transaction information regarding the market for Asset-Backed Securities. The Commission notes that FINRA has not proposed to publicly disseminate any transaction information relating to Asset-Backed Securities at this time. FINRA believes that information on Asset-Backed Securities transactions should be collected and analyzed before making any decision regarding the utility of such information for transparency purposes or the consequences of dissemination on this market. FINRA has stated that, after a period of study, it would file a proposed rule change if it determined that its study of the trading data provides a reasonable basis to seek dissemination of transaction information on AssetBacked Securities. The Commission has historically been supportive of efforts to improve post-trade transparency in the fixed income markets and encourages FINRA to carry out that study. The Commission further finds that the proposed fees set forth in Rule 7730 for the reporting of transactions in AssetBacked Securities are consistent with Section 15A(b)(5) of the Act,43 which requires, among other things, that FINRA rules provide for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using any facility or system that FINRA operates or controls.44 mstockstill on DSKH9S0YB1PROD with NOTICES V. Accelerated Approval The Commission finds good cause, pursuant to Section 19(b)(2) of the Act,45 for approving the proposed rule change, as modified by Amendment No. 1 thereto, prior to the 30th day after the date of publication of the amended proposal in the Federal Register. The changes proposed in Amendment No. 1 are minor and technical in nature or are designed to respond to specific concerns raised by commenters. Accordingly, the Commission finds that good cause exists to approve the proposal, as modified by Amendment No. 1, 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. 1 to the proposed rule change is consistent with the Act. Comments may be 43 15 U.S.C. 78o–3(b)(5). Commission notes that, because transaction information regarding Asset-Backed Securities will not be disseminated, FINRA has not proposed any market data fees for this information at this time. 45 15 U.S.C. 78s(b)(2). 44 The VerDate Nov<24>2008 16:46 Feb 26, 2010 Jkt 220001 submitted by any of the following methods: Electronic Comments: • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–FINRA–2009–065 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–2009–065. 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 (https://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, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing will also 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 No. SR–FINRA–2009–065 and should be submitted on or before March 22, 2010. VII. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,46 that the proposed rule change (SR–FINRA– 2009–065), as modified by Amendment No.1, be, and hereby is, approved on an accelerated basis. 46 15 PO 00000 U.S.C. 78s(b)(2). Frm 00117 Fmt 4703 Sfmt 4703 9265 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.47 Florence E. Harmon, Deputy Secretary. [FR Doc. 2010–4067 Filed 2–26–10; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–61571; File No. SR– NYSEAmex–2010–09] Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing of Proposed Rule Change Amending Its Trust Unit Rules and Proposing the Listing of the Nuveen Diversified Commodity Fund February 23, 2010. Pursuant to Section 19(b)(1)1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that on January 29, 2010, NYSE Amex LLC (the ‘‘Exchange’’ or ‘‘NYSE Amex’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the selfregulatory organization. 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 NYSE Amex proposes to amend NYSE Amex Rule 1600 et seq., to provide that the issuers of Trust Units listed thereunder may invest directly in commodities and commodity derivatives rather than solely in the assets of a trust, partnership, limited liability company, corporation or other similar entity constituted as a commodity pool that holds such investments. Other minor changes are also made to conform to changes made to other NYSE Amex rules. Pursuant to these rules, the Exchange proposes to list and trade shares of the Nuveen Diversified Commodity Fund. The text of the proposed rule change is available at the Exchange, the Commission’s Public Reference Room, and https:// www.nyse.com. 47 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 E:\FR\FM\01MRN1.SGM 01MRN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 75, Number 39 (Monday, March 1, 2010)]
[Notices]
[Pages 9262-9265]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-4067]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61566; File No. SR-FINRA-2009-065]

Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1 Thereto, To Require the Reporting of Transactions in
Asset-Backed Securities to TRACE

February 22, 2010.

I. Introduction

On October 1, 2009, the Financial Industry Regulatory Authority,
Inc. (``FINRA'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the ``Act'')\1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to designate asset-backed
securities, mortgage-backed securities, and other similar securities
(collectively, ``Asset-Backed Securities'') as eligible for the Trade
Reporting and Compliance Engine (``TRACE''), and to establish
reporting, fee, and other requirements relating to such securities. The
proposed rule change was published for comment in the Federal Register
on October 28, 2009.\3\ The Commission received four comments in
response to the proposal.\4\ On December 22, 2009, FINRA responded to
the comments \5\ and on January 19, 2010, FINRA filed Amendment No. 1
to the proposal.\6\ The Commission is publishing this notice and order
to solicit comments on Amendment No. 1 and to approve the proposed rule
change, as modified by Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------

\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 60860 (October 21,
2009), 74 FR 55600 (``Notice'').
\4\ See infra note 13.
\5\ See letter from Sharon Zackula, Associate Vice President and
Associate General Counsel, FINRA, to Elizabeth M. Murphy, Secretary,
Commission, dated December 22, 2009 (``FINRA Letter'').
\6\ See infra Section III.
---------------------------------------------------------------------------

II. Description of the Proposal

FINRA utilizes TRACE to collect from its members and publicly
disseminate information on secondary over-the-counter transactions in
corporate debt securities and, pursuant to a recent rule change to the
Rule 6700 Series,\7\ Agency Debt Securities and certain primary market
transactions. In this proposal, FINRA has proposed to expand TRACE to
include the reporting (but not public dissemination) of Asset-Backed
Securities. Specifically, the proposed rule change would:
---------------------------------------------------------------------------

\7\ See Securities Exchange Act Release No. 60726 (September 28,
2009), 74 FR 50991 (October 2, 2009) (approving SR-FINRA-2009-010).
---------------------------------------------------------------------------

(1) In Rule 6710, amend the defined terms (a) ``TRACE-Eligible
Security'' to include Asset-Backed Securities; (b) ``Reportable TRACE
Transaction'' to include specific requirements regarding certain Asset-
Backed Securities; (c) ``Agency Debt Security'' to incorporate new
defined terms; (d) ``TRACE System Hours'' to transfer the defined term
from Rule 6730(a) to Rule 6710(bb); and (e) ``Asset-Backed Security''
to clarify that the definition included a residual tranche of an Asset-
Backed Security; \8\
---------------------------------------------------------------------------

\8\ See Amendment No. 1, infra Section III.
---------------------------------------------------------------------------

(2) To Rule 6710, add the defined terms, ``Sponsor,'' ``Issuing
Entity,'' ``TBA,'' ``Agency Pass-Through Mortgage-Backed Security,''
``Factor,'' ``Specified Pool Transaction,'' ``Stipulation
Transaction,'' ``Dollar Roll,'' and ``Remaining Principal Balance'';
(3) Amend the definitions of ``List or Fixed Offering Price
Transaction'' and ``Takedown Transaction'' in Rule 6710(q) and Rule
6710(r), respectively, to exclude from those defined terms transactions
in any type of Asset-Backed Security;
(4) In Rule 6710(y), amend the defined term ``Stipulation
Transaction'' to delete the condition relating to the settlement of
transactions not in conformity with certain uniform practices
established as ``good delivery'';
(5) In Rule 6710(w), amend the defined term ``Factor''; \9\
---------------------------------------------------------------------------

\9\ See id.
---------------------------------------------------------------------------

(6) In Rule 6730, require the reporting of Asset-Backed Securities
transactions;
(7) In Rule 6730(a)(6)(A), and for a six-month pilot period,
establish the reporting period for Asset-Backed Securities transactions
to no later than T + 1 during TRACE System Hours;\10\
---------------------------------------------------------------------------

\10\ See id.
---------------------------------------------------------------------------

(8) In Rule 6730(d)(1), amend the requirement that a member input a
commission stated in points per bond, and instead require reporting of
the total dollar amount of a commission;
(9) In Rule 6730(d)(2), modify the manner that a member reports the
Factor to require a member to report the Factor only if the Factor used
is not the current most publicly available Factor for the Asset-Backed
Security;
(10) In Rule 6730(d)(4)(B), add subparagraphs (i) and (ii) and, in
subparagraph (ii), require members to report, for all transactions in
Asset-Backed Securities, the actual date of settlement and indicate if
the transaction will or will not settle ``regular way'';\11\
---------------------------------------------------------------------------

\11\ See id.
---------------------------------------------------------------------------

(11) In Rule 6750, provide that information on a transaction in a
TRACE-Eligible Security that is an Asset-Backed Security will not be
disseminated;
(12) In Rule 6760, require a member that is a Sponsor or an Issuing
Entity of an Asset-Backed Security to provide the required notice to
FINRA, and modify the notification requirements to accept a mortgage
pool number in certain circumstances;
(13) In Rule 7730, establish reporting fees for transactions in
Asset-Backed Securities that are TRACE-Eligible Securities at the same
rates in effect for transactions in corporate debt securities;\12\ and
---------------------------------------------------------------------------

\12\ See id.
---------------------------------------------------------------------------

(14) In Rule 6700 Series, incorporate certain technical,
administrative, and clarifying changes.

[[Page 9263]]

III. Summary of Comments and Amendment No. 1

The Commission received four comments on the proposed rule
change,\13\ all of which generally supported the proposal.\14\
---------------------------------------------------------------------------

\13\ See letter from Beth N. Lowson, The Nelson Law Firm, LLC,
dated November 13, 2009 (``Nelson Letter''); letter from Willard
Stein, Ph.D., CFA, dated November 15, 2009 (``Stein Letter'');
letter from John Hogue, Associate Portfolio Manager, Alexandria
Capital Management Inc., dated November 17, 2009 (``Hogue Letter'');
and letter from George P. Miller, Executive Director, American
Securitization Forum and Randolph C. Snook, Senior Managing Director
and Executive Vice President, Securities Industry and Financial
Markets Association, dated November 18, 2009 (``SIFMA-ASF Letter'')
(collectively, the ``Comment Letters'').
\14\ See Nelson Letter (expressing strong support for increased
price transparency); Stein Letter (supporting FINRA's proposal to
designate Asset-Backed Securities as TRACE-eligible); Hogue Letter
(stating that adding Asset-Backed Securities to the TRACE systems is
a positive development); SIFMA-ASF Letter (stating that improvements
to the transparency of structured finance products and markets are a
necessary component to broad-based economic recovery).
---------------------------------------------------------------------------

However, two commenters argued that FINRA's proposal did not go far
enough, and recommended that FINRA also disseminate information about
transactions in Asset-Backed Securities.\15\ In contrast, a third
commenter supported FINRA's decision not to disseminate such
information at the present time, and urged FINRA to study data
collected on Asset-Backed Securities before making any determination
regarding dissemination.\16\ FINRA agreed with the third commenter and
stated that the information on Asset-Backed Securities transactions
should be collected and analyzed before it makes a decision regarding
dissemination. FINRA added that, if it determines that the trading data
provide a reasonable basis to seek dissemination of transaction
information on Asset-Backed Securities, market participants and the
public would have an opportunity to comment on a proposed rule change
at that time.\17\
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\15\ See Stein Letter; Nelson Letter.
\16\ See SIFMA-ASF Letter at 2-3, 11-12.
\17\ See FINRA Letter at 3-4.
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Two commenters expressed concern about FINRA's proposal to allow
reports to be made by the close of business on the date of trade
(``T''), and for transactions executed after 5 p.m. Eastern Time
(``ET''), to the close of business on T+1.\18\ One of those commenters
stated that the addition of Asset-Backed Securities to the TRACE system
is a positive development, but questioned the usefulness of data that
is not reported until T+1.\19\ A third commenter requested that FINRA
extend the proposed reporting period for Asset-Backed Securities to the
close of business on T+1 for all transactions, given the operational
complexity of reporting such securities.\20\ FINRA responded by
proposing, in Amendment No. 1, for a six-month pilot period, to extend
the reporting period for all transactions in Asset-Backed Securities to
no later than T+1 during TRACE system hours.\21\ Upon expiration of the
pilot program, the reporting requirements would revert to the period
originally proposed.\22\ FINRA also stated that, because the data are
not subject to dissemination, allowing addition time for the reporting
of Asset-Backed Securities transactions does not impact
transparency.\23\
---------------------------------------------------------------------------

\18\ See Stein Letter; Hogue Letter. FINRA Rule 6730(a)
currently provides that all transactions in TRACE-Eligible
Securities must be reported within 15 minutes of the time of
execution, with certain exceptions for trades executed during non-
TRACE System Hours. Rule 6730(a)(1) through (4) provides exceptions
to the standard 15-minute reporting requirement if a member executes
a transaction after or before TRACE System Hours or less than 15
minutes before the TRACE system closes.
\19\ See Hogue Letter.
\20\ See SIFMA-ASF Letter at 6.
\21\ See Amendment No. 1; FINRA Letter at 2-3.
\22\ Rule 6730(a)(5) allows for an extended reporting period
(until T+1) for ``List or Fixed Offering Price Transaction'' and
``Takedown Transactions.'' In this proposal, FINRA excluded Asset-
Backed Securities from the definitions of List or Fixed Offering
Price Transaction and Takedown Transaction. Therefore, upon the
expiration of the pilot period, such transactions in Asset-Backed
Securities would be required to be reported in accordance with the
original proposal--i.e., by the close of business on the date of
trade (``T''), and for transactions executed after 5 p.m. ET, to the
close of business on T+1. In contrast, any other List or Fixed
Offering Price Transactions and Takedown Transactions would continue
to be subject to T+1 reporting under Rule 6730(a)(5).
\23\ See FINRA Letter at 2.
---------------------------------------------------------------------------

One comment letter, submitted jointly by the American
Securitization Forum and the Securities Industry and Financial Markets
Association (``SIFMA-ASF''), raised a number of operational and
technical issues. SIFMA-ASF noted, for example, that many Asset-Backed
Securities do not have CUSIP numbers, and questioned how members could
meet their reporting obligations for such securities.\24\ In response,
FINRA stated that it is working to develop a process for the efficient
and timely identification of such securities and to provide a non-CUSIP
security identifier when necessary.\25\ Additionally, SIFMA-ASF
requested that FINRA update and maintain the TRACE Issue Master File
with information for all available Asset-Backed Securities, including
Factor information in the TRACE system, prior to implementing its
proposed rule change.\26\ In response, FINRA agreed that, to facilitate
and reduce reporting and notification burdens to its members, it will
obtain security information to update the TRACE Issue Master file prior
to implementation of reporting requirements.\27\
---------------------------------------------------------------------------

\24\ See SIFMA-ASF Letter at 5.
\25\ See FINRA Letter at 6.
\26\ See SIFMA-ASF Letter at 9-10.
\27\ See FINRA Letter at 8.
---------------------------------------------------------------------------

SIFMA-ASF suggested that FINRA modify the proposed requirement that
a member report the specific Factor used to price an Asset-Backed
Security transaction, recommending instead that FINRA obtain and
maintain Factor information from master data files that are
commercially available.\28\ FINRA agreed with this comment and amended
the proposal accordingly, and also proposed to add a sentence
clarifying a member's reporting obligation for Asset-Backed Securities
that are not priced using a Factor.
---------------------------------------------------------------------------

\28\ See SIFMA-ASF Letter at 3-6.
---------------------------------------------------------------------------

In the initial filing, FINRA proposed amendments regarding
reporting the days to settlement. Specifically, FINRA proposed that:
(1) For a transaction in an Agency Pass-Through Mortgage-Backed
Security, no settlement-related indicator or modifier stating the
number of days to settlement would be required in the transaction
report if the settlement would be done in conformity with the uniform
practices established as ``good delivery'' for such transactions on the
next occurring monthly settlement date for such securities; and (2) for
all other Asset-Backed Securities transactions, including transactions
in Agency Pass-Through Mortgage-Backed Securities transactions not
included in (1) above, members would report the number of days to
settlement (e.g., ``.s45,'' for a settlement scheduled to occur 45 days
following execution). SIFMA-ASF suggested that FINRA amend these
provisions to require members to report the actual date of settlement
for all transactions in Asset-Backed Securities, rather than modifiers
such as ``regular way'' or ``.sNN.'' FINRA agreed with this comment\29\
and proposed new rule text in Amendment No. 1 to effect this change.
---------------------------------------------------------------------------

\29\ See FINRA Letter at 6.
---------------------------------------------------------------------------

SIFMA-ASF further requested that FINRA phase in compliance for the
new reporting requirements, making secondary market trades in Asset-
Backed Securities reportable first, followed by primary market trades
after six months.\30\ FINRA disagreed with this suggestion and stated
that, if it delayed implementation of the requirement for primary
market reporting, it would not

[[Page 9264]]

be aware of Asset-Backed Securities sold into the market during that
period. FINRA further stated that its approach eliminates the
implementation issue associated with determining if a transaction is a
primary or secondary market transaction.\31\
---------------------------------------------------------------------------

\30\ See SIFMA-ASF Letter at 10.
\31\ See FINRA Letter at 7.
---------------------------------------------------------------------------

Additionally, SIFMA-ASF requested that FINRA follow the approach
where changes to several fields in customer transaction are separately
classified as ``amendments'' rather than ``late trades'' to avoid
penalizing broker-dealers for facilitating legitimate modifications to
customer transactions that may occur in the normal course of business
or that are the result of factors beyond their control.\32\ In
response, FINRA stated that amended transaction reports are generally
not required when modifications occur relating to delivery of assets or
collateral or to settlement of a transaction.\33\ SIFMA-ASF further
asked that FINRA consider the additional costs to members for complying
with the new reporting requirements and suggested eliminating the fees
for modifying TRACE transaction reports.\34\ FINRA responded that it is
premature to consider any fee adjustments, as FINRA may incur greater
costs in overseeing the market in light of the new data generated by
reporting of transactions in Asset-Backed Securities.\35\
---------------------------------------------------------------------------

\32\ See SIFMA-ASF Letter at 7.
\33\ See FINRA Letter at 8.
\34\ See SIFMA-ASF Letter at 11.
\35\ See FINRA Letter at 9.
---------------------------------------------------------------------------

In Amendment No. 1, FINRA also made certain changes to the proposed
rule text independent of any issues raised by commenters. FINRA
determined that neither Rule 6730(a)(5) \36\ nor the fee relief in Rule
7730(b)(1)(C) should apply to new issue Asset-Backed Securities, and in
Amendment No. 1, FINRA proposed changes to certain rule text to effect
this determination. Specifically, in Amendment No. 1, FINRA amended the
definitions ``List or Fixed Offering Price Transaction'' in proposed
Rule 6710(q) and ``Takedown Transaction'' in proposed Rule 6710(r) to
exclude from such defined terms transactions in any type of Asset-
Backed Security. As a result of this change, members will be required
to pay reporting fees for all primary market transactions in Asset-
Backed Securities, as no new issue transactions in Asset-Backed
Securities would be eligible for the fee relief set forth in Rule
7730(b)(1)(C), which applies only to transactions that are a ``List or
Fixed Offering Price Transaction'' or a ``Takedown Transaction.''
---------------------------------------------------------------------------

\36\ See supra note 22.
---------------------------------------------------------------------------

Rule 6730(d)(1) currently requires a member to report a commission
stated in points per bond. However, recognizing that many Asset-Backed
Securities do not have par or principal values of $1,000, FINRA is
proposing in Amendment No. 1 to amend Rule 6730(d)(1) to require
members to input the total dollar amount of a commission when reporting
a transaction in an Asset-Backed Security, rather than stating the
commission in points per bond.
Amendment No. 1 also would delete references to uniform practices
established as ``good delivery'' in the defined terms ``TBA'' in Rule
6710(u) and ``Stipulation Transaction'' in Rule 6710(y), and revise the
defined term ``Factor'' in Rule 6710(w). Also in Amendment No. 1, FINRA
proposed to incorporate certain non-substantive, technical, clarifying,
and formatting amendments in the Rule 6700 series and in Rule 7730.
Finally, FINRA modified certain aspects of the proposed rule change
to account for changes in the TRACE rules that had been approved
recently by the Commission.\37\ FINRA also represented in Amendment No.
1 that, if the Commission approves SR-FINRA-2009-065, as amended, it
undertakes not to not make this proposal effective until the rule
changes from the two intervening filings have become effective.
---------------------------------------------------------------------------

\37\ See Securities Exchange Act Release No. 60726 (September
28, 2009), 74 FR 50991 (October 2, 2009) (approving SR-FINRA-2009-
010); FINRA Regulatory Notice 09-57 (September 2009) (stating that
the rule text of SR-FINRA-2009-010 becomes effective March 1, 2010);
Securities Exchange Act Release No. 61012 (November 16, 2009), 74 FR
61189 (November 23, 2009) (approving SR-FINRA-2007-006). FINRA will
publish a Regulatory Notice announcing the effective date of SR-
FINRA-2007-006, which shall be a day shortly following the effective
date of SR-FINRA-2009-010.
---------------------------------------------------------------------------

IV. Discussion

After carefully considering the proposal and the comments
submitted, 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.\38\ In particular, the Commission finds that the proposed
rule change is consistent with Section 15A(b)(6) of the Act,\39\ 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. The Commission does not believe that
the comments raise any issue that would preclude approval of the
proposal.
---------------------------------------------------------------------------

\38\ In approving this proposal, the Commission has considered
the proposed rule's impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
\39\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

Prior to TRACE's implementation, the NASD (FINRA's predecessor) did
not have routine access to comprehensive transaction information for
the over-the-counter corporate bond market, even though the NASD bore
responsibility for surveilling and regulating that market. In
originally approving TRACE, the Commission stated that obtaining such
information to better conduct market surveillance was a fundamental
means of promoting fairness and confidence in U.S. capital markets.\40\
Similarly, with respect to the over-the-counter market for Asset-Backed
Securities, FINRA currently does not possess the comprehensive
transaction information that would help it carry out its statutory
duties to regulate this market. The Commission believes, therefore,
that it is reasonable and consistent with the Act for FINRA to expand
TRACE to designate Asset-Backed Securities as TRACE-Eligible
Securities, and to establish reporting, fee, and other requirements
relating to such securities in the manner set forth in the proposal.
Expanding TRACE to include Asset-Backed Securities is reasonably
designed to help FINRA fulfill its mandate in Section 15A(b)(6) of the
Act \41\ 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.
---------------------------------------------------------------------------

\40\ See Securities Exchange Act Release No. 43873 (January 23,
2001) 66 FR 8131, 8136 (January 29, 2001).
\41\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

The Commission acknowledges the potential for firms covered by
these new reporting requirements to incur certain compliance burdens.
However, the Commission believes that any such burdens are justified by
the overall benefits of regulators having access to more comprehensive
trade information in the fixed income markets. The Commission notes
that FINRA has proposed, for a six-month pilot period, a T+1 reporting
period for Asset-Backed Securities, rather than a same-day reporting
period as originally proposed.\42\ The Commission believes that this
modification is reasonably designed to ease the compliance burdens on
those affected by the proposal without significantly compromising
FINRA's ability to obtain

[[Page 9265]]

comprehensive transaction information regarding the market for Asset-
Backed Securities.
---------------------------------------------------------------------------

\42\ See Amendment No. 1.
---------------------------------------------------------------------------

The Commission notes that FINRA has not proposed to publicly
disseminate any transaction information relating to Asset-Backed
Securities at this time. FINRA believes that information on Asset-
Backed Securities transactions should be collected and analyzed before
making any decision regarding the utility of such information for
transparency purposes or the consequences of dissemination on this
market. FINRA has stated that, after a period of study, it would file a
proposed rule change if it determined that its study of the trading
data provides a reasonable basis to seek dissemination of transaction
information on Asset-Backed Securities. The Commission has historically
been supportive of efforts to improve post-trade transparency in the
fixed income markets and encourages FINRA to carry out that study.
The Commission further finds that the proposed fees set forth in
Rule 7730 for the reporting of transactions in Asset-Backed Securities
are consistent with Section 15A(b)(5) of the Act,\43\ which requires,
among other things, that FINRA rules provide for the equitable
allocation of reasonable dues, fees, and other charges among members
and issuers and other persons using any facility or system that FINRA
operates or controls.\44\
---------------------------------------------------------------------------

\43\ 15 U.S.C. 78o-3(b)(5).
\44\ The Commission notes that, because transaction information
regarding Asset-Backed Securities will not be disseminated, FINRA
has not proposed any market data fees for this information at this
time.
---------------------------------------------------------------------------

V. Accelerated Approval

The Commission finds good cause, pursuant to Section 19(b)(2) of
the Act,\45\ for approving the proposed rule change, as modified by
Amendment No. 1 thereto, prior to the 30th day after the date of
publication of the amended proposal in the Federal Register. The
changes proposed in Amendment No. 1 are minor and technical in nature
or are designed to respond to specific concerns raised by commenters.
Accordingly, the Commission finds that good cause exists to approve the
proposal, as modified by Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------

\45\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Solicitation of Comments

Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 1
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 (https://www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-FINRA-2009-065 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-2009-065. 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 (https://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, 100 F
Street, NE., Washington, DC 20549, on official business days between
the hours of 10 a.m. and 3 p.m. Copies of the filing will also 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 No. SR-FINRA-2009-065
and should be submitted on or before March 22, 2010.

VII. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\46\ that the proposed rule change (SR-FINRA-2009-065), as modified
by Amendment No.1, be, and hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

\46\ 15 U.S.C. 78s(b)(2).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\47\
Florence E. Harmon,
Deputy Secretary.
---------------------------------------------------------------------------

\47\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2010-4067 Filed 2-26-10; 8:45 am]
BILLING CODE 8011-01-P

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