

[Federal Register: February 6, 2008 (Volume 73, Number 25)]
[Notices]               
[Page 7018-7020]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr06fe08-93]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57247; File No. SR-FINRA-2008-002]

 
Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change to Reflect That the NASD/NYSE Trade Reporting 
Facility Does Not Support the Three-Party Trade Report Functionality

January 31, 2008.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'')\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on January 28, 2008, the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') (f/k/a the National Association of Securities Dealers, Inc. 
(``NASD'')) filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared substantially by FINRA. FINRA 
has filed this proposal pursuant to section 19(b)(3)(A)(iii) of the Act 
\3\ and Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal 
effective upon filing with the Commission.\5\ The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 4 17 CFR 240.19b-4(f)(6).
    \5\ FINRA has asked the Commission to waive the 30-day operative 
delay provided in Rule 19b-4(f)(6)(iii). 17 CFR 240.19b-
4(f)(6)(iii).

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[[Page 7019]]

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA proposes to amend the rules governing the NASD/NYSE Trade 
Reporting Facility (``NASD/NYSE TRF'') to delete NASD Rule 4632E(d), 
relating to three-party trade reports, because the NASD/NYSE TRF 
currently does not support the three-party trade report functionality. 
In addition, FINRA proposes to modify NASD Rule 4632E(c), relating to 
two-party trade reports, to conform NASD Rule 4632E(c) to the two-party 
trade report rules of FINRA's other Trade Reporting Facilities 
(``TRFs'').\6\
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    \6\ Effective July 30, 2007, FINRA was formed through the 
consolidation of NASD and the member regulatory functions of NYSE 
Regulation. Accordingly, the NASD/NYSE TRF is now doing business as 
the FINRA/NYSE TRF. In addition to the NASD/NYSE TRF, there are two 
other TRFs in operation: The NASD/Nasdaq Trade Reporting Facility 
(the ``NASD/Nasdaq TRF'') and the NASD/NSX Trade Reporting Facility 
(the ``NASD/NSX TRF''). The formal name change of each TRF is 
pending and, once completed, FINRA will file a separate proposed 
rule change to reflect those changes in the Manual.
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    The text of the proposed rule change is available at http://www.finra.org
, the principal office of FINRA, and the Commission's 

Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, FINRA included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. FINRA has prepared summaries, set forth in sections A, 
B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The TRFs, including the NASD/NYSE TRF, provide FINRA members with 
mechanisms for reporting trades in NMS stocks, as defined in Rule 
600(b)(47) of Regulation NMS under the Act,\7\ executed otherwise than 
on an exchange. When the NASD/NYSE TRF was established, it was 
contemplated that members would be able to report trades to the NASD/
NYSE TRF using either two- or three-party trade reports.\8\ A three-
party trade report is a single trade report that denotes one Reporting 
Member (i.e., the member with the obligation to report the trade under 
FINRA's rules) and two contra parties.
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    \7\ 17 CFR 242.600(b)(47).
    \8\ See NASD Rules 4632E(c) and 4632E(d), respectively. Current 
NASD Rules 4632E(c) and (d) are substantially similar to the 
reporting requirements relating to two- and three-party trade 
reports for FINRA's Alternative Display Facility (the ``ADF''). See 
NASD Rules 4632A(c) and (d).
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    However, the NASD/NYSE TRF has not implemented the three-party 
trade report functionality and members currently are able to submit 
reports to the NASD/NYSE TRF only in the two-party trade report 
format.\9\ Accordingly, for its rules to accurately reflect the 
functionality of the NASD/NYSE TRF, FINRA proposes to delete NASD Rule 
4632E(d) relating to three-party trade reports. In addition, FINRA 
proposes to replace the two-party trade report provisions currently 
found in paragraph (c) of NASD Rule 4632E with a new paragraph (c), 
which is identical to the two-party trade report provisions of the 
NASD/Nasdaq TRF and the NASD/NSX TRF. According to FINRA, this will 
conform, to the extent practicable, the rules relating to the three 
TRFs.\10\ Finally, FINRA proposes technical changes to paragraphs (c), 
(d), and (h) of NASD Rule 6130E to reflect the deletion of NASD Rule 
4632E(d) and the resulting renumbering of paragraphs in NASD Rule 
4632E.
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    \9\ The NASD/NYSE TRF may implement this functionality at a 
later date, in which case FINRA would submit a proposed rule change 
to amend its rules accordingly.
    \10\ Neither the NASD/Nasdaq TRF nor the NASD/NSX TRF supports 
three-party trade reports. Accordingly, members may submit trades to 
a TRF only in the two-party trade report format. Members may submit 
trades in the three-party trade report format to the ADF.
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    FINRA has asked the Commission to waive the 30-day operative delay 
and to make the proposed rule change operative on the date of filing.

2. Statutory Basis

    FINRA believes that the proposed rule change is consistent with the 
provisions of section 15A(b)(6) of the Act,\11\ which requires, among 
other things, that FINRA's 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. FINRA believes that by deleting rules that apply to a 
functionality that is not currently supported by the NASD/NYSE TRF, the 
proposed rule change will prevent member confusion and trade reporting 
errors.
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    \11\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    FINRA has designated the proposed rule change as one that: (i) Does 
not significantly affect the protection of investors or the public 
interest; (ii) does not impose any significant burden on competition; 
and (iii) does not become operative for 30 days from the date of 
filing, or such shorter time as the Commission may designate if 
consistent with the protection of investors and the public interest. In 
addition, as required under Rule 19b-4(f)(6)(iii),\12\ FINRA provided 
the Commission with written notice of its intention to file the 
proposed rule change, along with a brief description and the text of 
the proposed rule change, at least five business days prior to filing 
the proposal with the Commission. Therefore, the foregoing rule change 
has become effective pursuant to section 19(b)(3)(A) of the Act \13\ 
and Rule 19b-4(f)(6) thereunder.\14\
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    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(6).
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    Pursuant to Rule 19b-4(f)(6)(iii) under the Act, a proposal does 
not become operative for 30 days after the date of its filing, or such 
shorter time as the Commission may designate if consistent with the 
protection of investors and the public interest. FINRA has asked the 
Commission to waive the 30-day operative delay to expedite the deletion 
of rules relating to the three-party trade report functionality, which 
currently is not supported by the NASD/NYSE TRF, and the adoption of 
conforming changes to the NASD/NYSE TRF's two-party trade report 
provisions. FINRA believes that these changes will prevent potential 
member confusion and trade reporting errors. FINRA notes, in addition, 
that the proposal amends the NASD/NYSE TRF's trade reporting rules to 
accurately reflect the current functionality of the NASD/NYSE TRF, but 
does not affect members' reporting obligations or current capability.

[[Page 7020]]

    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest 
because the deletion of the three-party trade report provisions is 
designed to ensure that the rules governing the NASD/NYSE TRF 
accurately reflect the operation of the NASD/NYSE TRF, which currently 
does not support the three-party trade report functionality.\15\ 
Similarly, the proposed changes to conform the NASD/NYSE TRF's two-
party trade report rules to the two-party trade report rules of the 
NASD/Nasdaq TRF and the NASD/NSX TRF \16\ will provide consistency 
among the rules of the TRFs and does not raise new regulatory issues. 
Accordingly, the Commission waives the 30-day operative delay and 
designates the proposal to be operative upon filing with the 
Commission.
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    \15\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposal's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \16\ See NASD Rules 4632(c) and 4632C(c).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission may summarily abrogate such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

File Number SR-FINRA-2008-002 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.
    All submissions should refer to File No. SR-FINRA-2008-002. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, 

all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room. Copies of the 
filing also will be available for inspection and copying at the 
principal office of FINRA. All comments received will be posted without 
change; the Commission does not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly. All submissions should refer to File No. SR-
FINRA-2008-002 and should be submitted on or before February 27, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
Florence E. Harmon,
Deputy Secretary.
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    \17\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E8-2134 Filed 2-5-08; 8:45 am]

BILLING CODE 8011-01-P
