

[Federal Register: October 5, 2006 (Volume 71, Number 193)]
[Notices]               
[Page 58891]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr05oc06-89]                         


[[Page 58891]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54544 / File No. S7-12-01]

 
Order Extending Temporary Exemption of Banks, Savings 
Associations, and Savings Banks From the Definition of ``Broker'' Under 
Section 3(a)(4) of the Securities Exchange Act of 1934

September 29, 2006.

I. Background

    The Gramm-Leach-Bliley Act (``GLBA'') repealed the blanket 
exception of banks from the definitions of ``broker'' and ``dealer'' 
under the Securities Exchange Act of 1934 (``Exchange Act'') \1\ and 
replaced it with functional exceptions incorporated in amended 
definitions of ``broker'' and ``dealer.'' Under the GLBA, banks that 
engage in securities activities either must conduct those activities 
through a registered broker-dealer or ensure that their securities 
activities fit within the terms of a functional exception to the 
amended definitions of ``broker'' and ``dealer.''
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    \1\ As defined in Exchange Act Sections 3(a)(4) and 3(a)(5) [15 
U.S.C. 78c(a)(4) and 78c(a)(5)].
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    The GLBA provided that the amended definitions of ``broker'' and 
``dealer'' were to become effective May 12, 2001. On May 11, 2001, the 
Securities and Exchange Commission (``Commission'') issued interim 
final rules (``Interim Rules'') to define certain terms used in, and 
grant additional exemptions from, the amended definitions of ``broker'' 
and ``dealer.'' \2\ Among other things, the Interim Rules extended the 
exceptions and exemptions granted to banks under the GLBA and Interim 
Rules to savings associations and savings banks. These Rules also 
included a temporary exemption that gave banks time to come into full 
compliance with the more narrowly-tailored exceptions from broker-
dealer registration.\3\ To further accommodate the banking industry's 
continuing compliance concerns, the Commission delayed the effective 
date of the bank ``broker'' and ``dealer'' rules through a series of 
orders that, among other things, ultimately extended the temporary 
exemption from the definition of ``broker'' to September 30, 2006.\4\
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    \2\ See Definition of Terms in and Specific Exemptions for 
Banks, Savings Associations, and Savings Banks Under Sections 
3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934, Exchange 
Act Release No. 44291 (May 11, 2001), 66 FR 27760 (May 18, 2001).
    \3\ 17 CFR 240.15a-7.
    \4\ See Exchange Act Release No. 44570 (July 18, 2001); Exchange 
Act Release No. 45897 (May 8, 2002); Exchange Act Release No. 46751 
(Oct. 30, 2002); Exchange Act Release No. 47649 (April 8, 2003); 
Exchange Act Release No. 50618 (Nov. 1, 2004); Exchange Act Release 
No. 51328 (March 8, 2005); and Exchange Act Release No. 52405 (Sept. 
9, 2005) (extending the exemption from the definition of ``broker'' 
until September 30, 2006). During this time, the Commission also 
extended the temporary exemption from the definition of ``dealer'' 
to September 30, 2003. See Exchange Act Release No. 47366 (Feb. 13, 
2003). On February 13, 2003, the Commission adopted amendments to 
certain parts of the Interim Rules that define terms used in the 
dealer exceptions, as well as certain dealer exemptions (``Dealer 
Release''), see Exchange Act Release No. 47364 (Feb. 13, 2003), 68 
FR 8686 (Feb. 24, 2003). Therefore, this order is limited to an 
extension of the temporary exemption from the definition of 
``broker.''
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    In previous extension orders, the Commission acknowledged ``that 
banks may need as much as a year to develop compliance systems to adapt 
to the GLBA in light of amended Rules. The Commission does not expect 
banks to develop compliance systems for the provisions of the GLBA 
discussed in the Rules until the Commission has amended the Rules.'' 
\5\ Consistent with those statements, when the Commission proposed 
Regulation B in June 2004, to replace the Interim Rules, the Commission 
also proposed a one-year delay in the Regulation's effective date.\6\
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    \5\ See, e.g., Order Extending Temporary Exemption of Banks, 
Savings Associations, and Savings Banks from the Definitions of 
``Broker'' and ``Dealer'' under Sections 3(a)(4) and 3(a)(5) of the 
Securities Exchange Act of 1934; Notice of Intent to Amend Rules, 
Exchange Act Release No. 45897 (May 8, 2002), http://www.sec.gov/rules/other/34-45897.htm
.

    \6\ Exchange Act Release No. 49879 (June 17, 2004), 69 FR 39682 
(June 30, 2004).
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    Although the comment period for Regulation B expired on September 
1, 2004,\7\ the Commission has continued to receive comments. To date, 
the Commission has received over 120 comments on the proposal, 
including comments from the banking industry, banking regulators, and 
members of Congress. The Commission has reviewed these comments and has 
had further discussions with several commenters, including the federal 
banking regulators.

II. Extension of Temporary Exemption From Definition of ``Broker''

    The Commission is carefully considering comments to determine what 
final action should be taken with regard to the Regulation B proposal. 
The Commission anticipates that this review process will not be 
completed before the exemption from the Interim Rules relating to the 
definition of ``broker'' expires on September 30, 2006.\8\
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    \7\ See Exchange Act Release No. 50056 (July 22, 2004) 69 FR 
44988 (July 28, 2004) (extending comment period on Regulation B 
until September 1, 2004).
    \8\ In the Interim Rules, the Commission adopted Exchange Act 
Rule 15a-7, 17 CFR 240.15a-7, which, as proposed to be amended, 
would provide banks and other financial institutions until January 
1, 2006, to begin complying with the GLBA. In proposing Regulation 
B, the Commission proposed Rule 781 as a re-designation of Rule 15a-
7. See 17 CFR 242.781.
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    Therefore, the Commission finds that extending the temporary 
exemption for banks, savings associations, and savings banks from the 
definition of ``broker'' is necessary and appropriate in the public 
interest, and is consistent with the protection of investors. The 
Commission believes that extending the exemption from the definition of 
``broker'' until January 15, 2007, will prevent banks and other 
financial institutions from unnecessarily incurring costs to comply 
with the statutory scheme based on the current Interim Rules and will 
give the Commission time to consider fully comments received on 
Regulation B and take any final action on the proposal as necessary, 
including consideration of any modification necessary to the proposed 
compliance date.

III. Conclusion

    Accordingly, pursuant to Section 36 of the Exchange Act,\9\
    It is hereby ordered that banks, savings associations, and savings 
banks are exempt from the definition of the term ``broker'' under the 
Exchange Act until January 15, 2007.
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    \9\ 15 U.S.C. 78mm.

    By the Commission.
Nancy M. Morris,
Secretary.
 [FR Doc. E6-16443 Filed 10-4-06; 8:45 am]

BILLING CODE 8010-01-P
