80_FR_31532 80 FR 31427 - Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of Filing of Proposed Rule Change To Amend the Amended and Restated Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc.

80 FR 31427 - Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of Filing of Proposed Rule Change To Amend the Amended and Restated Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 105 (June 2, 2015)

Page Range31427-31429
FR Document2015-13173

Federal Register, Volume 80 Issue 105 (Tuesday, June 2, 2015)
[Federal Register Volume 80, Number 105 (Tuesday, June 2, 2015)]
[Notices]
[Pages 31427-31429]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-13173]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75051; File No. SR-BX-2015-030]


Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of 
Filing of Proposed Rule Change To Amend the Amended and Restated 
Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc.

May 27, 2015.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(the

[[Page 31428]]

``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on May 19, 2015, NASDAQ OMX BX, Inc. (``BX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
the proposed rule change as described in Items I, II, and III below, 
which Items have been prepared by the Exchange. 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing this proposed rule change with respect to 
amendments of the Amended and Restated Certificate of Incorporation 
(the ``Charter'') and By-Laws (the ``By-Laws'') of its parent 
corporation, The NASDAQ OMX Group, Inc. (``NASDAQ OMX'' or the 
``Company''), to change the name of the Company to Nasdaq, Inc. The 
proposed amendments will be implemented on a date designated by NASDAQ 
OMX following approval by the Commission. The text of the proposed rule 
change is available on the Exchange's Web site at http://nasdaqomxbx.cchwallstreet.com, at the principal office of the Exchange, 
and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any it received on the proposed rule change. The text of 
these statements may be examined at the places specified in Item IV 
below. The Exchange 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
    As part of an ongoing global rebranding initiative, the Company has 
begun to refer to itself, both internally and externally, as Nasdaq, 
rather than NASDAQ OMX. For purposes of consistency with its marketing, 
communications and other materials, the Company has decided to change 
the legal names of NASDAQ OMX and certain of its subsidiaries to 
eliminate references to OMX. The Company therefore proposes to amend 
its Charter and By-Laws to change its legal name from The NASDAQ OMX 
Group, Inc. to Nasdaq, Inc.
    Specifically, the Company proposes to file a Certificate of 
Amendment to its Charter with the Secretary of State of the State of 
Delaware to amend Article First of the Charter to reflect the new name. 
In addition, the Company proposes to amend the title and Article I(f) 
of the By-Laws to reflect the new name.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with section 
6(b) of the Act,\3\ in general, and furthers the objectives of section 
6(b)(5) of the Act,\4\ in particular, in that it is designed to promote 
just and equitable principles of trade, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general to protect investors and the public interest. 
The Company is proposing amendments to its Charter and By-Laws to 
effectuate its name change to Nasdaq, Inc. The Exchange believes that 
the changes will protect investors and the public interest by 
eliminating confusion that may exist because of differences between the 
Company's corporate name and its current global branding.
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78f(b).
    \4\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    Because the proposed rule change relates to the governance of 
NASDAQ OMX and not to the operations of the Exchange, the Exchange does 
not believe that the proposed rule change will impose any burden on 
competition 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

    No written comments were either solicited or received.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission shall: (a) By order approve 
or disapprove such proposed rule change, or (b) institute proceedings 
to determine whether the proposed rule change should be disapproved.

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 email to [email protected]. Please 
include File Number SR-BX-2015-030 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-BX-2015-030. This file 
number should be included on the subject line if email 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, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BX-2015-030 and should be 
submitted on or before June 23, 2015.


[[Page 31429]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\5\
---------------------------------------------------------------------------

    \5\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-13173 Filed 6-1-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                    Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices                                                      31427

                                                    fund’s directors have approved                          approximately 20 minutes per                            required by the rule, we estimate that
                                                    procedures for purchases made in                        transaction and that annually, in the                   the rule’s contract modification
                                                    reliance on the rule, regularly review                  aggregate, funds spend approximately                    requirement will result in 188 burden
                                                    fund purchases to determine whether                     1,117 hours 4 to comply with this                       hours annually.10
                                                    they comply with these procedures, and                  portion of the rule.                                       The staff estimates, therefore, that rule
                                                    approve necessary changes to the                           In addition, fund boards must, no less               10f–3 imposes an information collection
                                                    procedures; and (iii) a written record of               than quarterly, examine each of these                   burden of 4,060 hours.11 This estimate
                                                    each transaction effected under the rule                transactions to ensure that they comply                 does not include the time spent filing
                                                    is maintained for six years, the first two              with the fund’s policies and procedures.                transaction reports on Form N–SAR,
                                                    of which in an easily accessible place.                 The information or materials upon                       which is encompassed in the
                                                    The written record must state: (i) From                 which the board relied to come to this                  information collection burden estimate
                                                    whom the securities were acquired; (ii)                 determination also must be maintained                   for that form.
                                                    the identity of the underwriting                        and the staff estimates that it takes a                    The collection of information required
                                                    syndicate’s members; (iii) the terms of                 fund 1 hour per quarter and, in the                     by rule 10f–3 is necessary to obtain the
                                                    the transactions; and (iv) the                          aggregate, approximately 1,080 hours 5                  benefits of the rule. Responses will not
                                                    information or materials on which the                   annually to comply with this rule                       be kept confidential. An agency may not
                                                    fund’s board of directors has determined                requirement.                                            conduct or sponsor, and a person is not
                                                    that the purchases were made in                            The staff estimates that reviewing and               required to respond to, a collection of
                                                    compliance with procedures established                  revising as needed written procedures                   information unless it displays a
                                                    by the board.                                           for rule 10f–3 transactions takes, on                   currently valid OMB control number.
                                                       The rule also conditionally allows                   average for each fund, two hours of a                      The public may view the background
                                                    managed portions of fund portfolios to                  compliance attorney’s time per year.6                   documentation for this information
                                                    purchase securities offered in otherwise                Thus, annually, in the aggregate, the                   collection at the following Web site,
                                                    off-limits primary offerings. To qualify                staff estimates that funds spend a total                www.reginfo.gov. Comments should be
                                                    for this exemption, rule 10f–3 requires                 of approximately 540 hours 7 on                         directed to: (i) Desk Officer for the
                                                    that the subadviser that is advising the                monitoring and revising rule 10f–3                      Securities and Exchange Commission,
                                                    purchaser be contractually prohibited                   procedures.                                             Office of Information and Regulatory
                                                    from providing investment advice to                        Based on an analysis of fund filings,                Affairs, Office of Management and
                                                    any other portion of the fund’s portfolio               the staff estimates that approximately                  Budget, Room 10102, New Executive
                                                    and consulting with any other of the                    251 fund portfolios enter into                          Office Building, Washington, DC 20503,
                                                    fund’s advisers that is a principal                     subadvisory agreements each year.8                      or by sending an email to: Shagufta_
                                                    underwriter or affiliated person of a                   Based on discussions with industry                      Ahmed@omb.eop.gov; and (ii) Pamela
                                                    principal underwriter concerning the                    representatives, the staff estimates that               Dyson, Director/Chief Information
                                                    fund’s securities transactions.                         it will require approximately 3 attorney                Officer, Securities and Exchange
                                                       These requirements provide a                         hours to draft and execute additional                   Commission, c/o Remi Pavlik-Simon,
                                                    mechanism for fund boards to oversee                    clauses in new subadvisory contracts in                 100 F Street NE., Washington, DC 20549
                                                    compliance with the rule. The required                  order for funds and subadvisers to be                   or send an email to: PRA_Mailbox@
                                                    recordkeeping facilitates the                           able to rely on the exemptions in rule                  sec.gov. Comments must be submitted to
                                                    Commission staff’s review of rule 10f–                  10f–3. Because these additional clauses                 OMB within 30 days of this notice.
                                                    3 transactions during routine fund                      are identical to the clauses that a fund
                                                    inspections and, when necessary, in                                                                               Dated: May 28, 2015.
                                                                                                            would need to insert in their                           Robert W. Errett,
                                                    connection with enforcement actions.                    subadvisory contracts to rely on rules
                                                       The staff estimates that approximately                                                                       Deputy Secretary.
                                                                                                            12d3–1, 17a–10, and 17e–1, and because
                                                    270 funds engage in a total of                                                                                  [FR Doc. 2015–13381 Filed 6–1–15; 8:45 am]
                                                                                                            we believe that funds that use one such
                                                    approximately 3,350 rule 10f–3                                                                                  BILLING CODE 8011–01–P
                                                                                                            rule generally use all of these rules, we
                                                    transactions each year.1 Rule 10f–3
                                                                                                            apportion this 3 hour time burden
                                                    requires that the purchasing fund create
                                                                                                            equally to all four rules. Therefore, we
                                                    a written record of each transaction that                                                                       SECURITIES AND EXCHANGE
                                                                                                            estimate that the burden allocated to
                                                    includes, among other things, from                                                                              COMMISSION
                                                                                                            rule 10f–3 for this contract change
                                                    whom the securities were purchased
                                                                                                            would be 0.75 hours.9 Assuming that all
                                                    and the terms of the transaction. The                                                                           [Release No. 34–75051; File No. SR–BX–
                                                                                                            251 funds that enter into new
                                                    staff estimates 2 that it takes an average                                                                      2015–030]
                                                                                                            subadvisory contracts each year make
                                                    fund approximately 30 minutes per
                                                                                                            the modification to their contract                      Self-Regulatory Organizations;
                                                    transaction and approximately 1,675
                                                    hours 3 in the aggregate to comply with                   4 This estimate is based on the following
                                                                                                                                                                    NASDAQ OMX BX, Inc.; Notice of Filing
                                                    this portion of the rule.                               calculations: (20 minutes × 3,350 transactions =
                                                                                                                                                                    of Proposed Rule Change To Amend
                                                       The funds also must maintain and                     67,000 minutes; 67,000 minutes/60 = 1,117 hours).       the Amended and Restated Certificate
                                                    preserve these transactional records in                   5 This estimate is based on the following             of Incorporation and By-Laws of The
                                                    accordance with the rule’s                              calculation: (1 hour per quarter × 4 quarters × 270     NASDAQ OMX Group, Inc.
                                                                                                            funds = 1,080 hours).
                                                    recordkeeping requirement, and the staff                  6 These averages take into account the fact that in   May 27, 2015.
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    estimates that it takes a fund                          most years, fund attorneys and boards spend little        Pursuant to section 19(b)(1) of the
                                                                                                            or no time modifying procedures and in other years,
                                                      1 These estimates are based on staff extrapolations   they spend significant time doing so.                   Securities Exchange Act of 1934 (the
                                                    from filings with the Commission.                         7 This estimate is based on the following
                                                      2 Unless stated otherwise, the information            calculation: (270 funds × 2 hours = 540 hours).           10 These estimates are based on the following

                                                    collection burden estimates are based on                  8 Based on information in Commission filings, we      calculations: (0.75 hours × 251 portfolios = 188
                                                    conversations between the staff and representatives     estimate that 38 percent of funds are advised by        burden hours).
                                                    of funds.                                               subadvisers.                                              11 This estimate is based on the following
                                                      3 This estimate is based on the following               9 This estimate is based on the following             calculation: (1,675 hours + 1,117 hours + 1,080
                                                    calculation: (0.5 hours × 3,350 = 1,675 hours).         calculation (3 hours ÷ 4 rules = .75 hours).            hours + 188 hours = 4,060 total burden hours).



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                                                    31428                              Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices

                                                    ‘‘Act’’),1 and Rule 19b–4 thereunder,2                     references to OMX. The Company                           approve or disapprove such proposed
                                                    notice is hereby given that on May 19,                     therefore proposes to amend its Charter                  rule change, or (b) institute proceedings
                                                    2015, NASDAQ OMX BX, Inc. (‘‘BX’’ or                       and By-Laws to change its legal name                     to determine whether the proposed rule
                                                    ‘‘Exchange’’) filed with the Securities                    from The NASDAQ OMX Group, Inc. to                       change should be disapproved.
                                                    and Exchange Commission (‘‘SEC’’ or                        Nasdaq, Inc.
                                                    ‘‘Commission’’) the proposed rule                             Specifically, the Company proposes to                 IV. Solicitation of Comments
                                                    change as described in Items I, II, and                    file a Certificate of Amendment to its                     Interested persons are invited to
                                                    III below, which Items have been                           Charter with the Secretary of State of the               submit written data, views, and
                                                    prepared by the Exchange. The                              State of Delaware to amend Article First                 arguments concerning the foregoing,
                                                    Commission is publishing this notice to                    of the Charter to reflect the new name.                  including whether the proposed rule
                                                    solicit comments on the proposed rule                      In addition, the Company proposes to                     change is consistent with the Act.
                                                    change from interested persons.                            amend the title and Article I(f) of the                  Comments may be submitted by any of
                                                    I. Self-Regulatory Organization’s                          By-Laws to reflect the new name.                         the following methods:
                                                    Statement of the Terms of Substance of                     2. Statutory Basis
                                                    the Proposed Rule Change                                                                                            Electronic Comments
                                                                                                                  The Exchange believes that its
                                                       The Exchange is filing this proposed                    proposal is consistent with section 6(b)                   • Use the Commission’s Internet
                                                    rule change with respect to amendments                     of the Act,3 in general, and furthers the                comment form (http://www.sec.gov/
                                                    of the Amended and Restated Certificate                    objectives of section 6(b)(5) of the Act,4               rules/sro.shtml); or
                                                    of Incorporation (the ‘‘Charter’’) and By-                 in particular, in that it is designed to                   • Send an email to rule-comments@
                                                    Laws (the ‘‘By-Laws’’) of its parent                       promote just and equitable principles of                 sec.gov. Please include File Number SR–
                                                    corporation, The NASDAQ OMX Group,                         trade, to remove impediments to and                      BX–2015–030 on the subject line.
                                                    Inc. (‘‘NASDAQ OMX’’ or the                                perfect the mechanism of a free and
                                                    ‘‘Company’’), to change the name of the                    open market and a national market                        Paper Comments
                                                    Company to Nasdaq, Inc. The proposed                       system, and, in general to protect
                                                    amendments will be implemented on a                                                                                   • Send paper comments in triplicate
                                                                                                               investors and the public interest. The
                                                    date designated by NASDAQ OMX                              Company is proposing amendments to                       to Brent J. Fields, Secretary, Securities
                                                    following approval by the Commission.                      its Charter and By-Laws to effectuate its                and Exchange Commission, 100 F Street
                                                    The text of the proposed rule change is                    name change to Nasdaq, Inc. The                          NE., Washington, DC 20549–1090.
                                                    available on the Exchange’s Web site at                    Exchange believes that the changes will                  All submissions should refer to File
                                                    http://nasdaqomxbx.cchwallstreet.com,                      protect investors and the public interest                Number SR–BX–2015–030. This file
                                                    at the principal office of the Exchange,                   by eliminating confusion that may exist                  number should be included on the
                                                    and at the Commission’s Public                             because of differences between the                       subject line if email is used. To help the
                                                    Reference Room.                                            Company’s corporate name and its                         Commission process and review your
                                                    II. Self-Regulatory Organization’s                         current global branding.                                 comments more efficiently, please use
                                                    Statement of the Purpose of, and                           B. Self-Regulatory Organization’s                        only one method. The Commission will
                                                    Statutory Basis for, the Proposed Rule                     Statement on Burden on Competition                       post all comments on the Commission’s
                                                    Change                                                                                                              Internet Web site (http://www.sec.gov/
                                                                                                                 Because the proposed rule change                       rules/sro.shtml). Copies of the
                                                       In its filing with the Commission, the                  relates to the governance of NASDAQ
                                                    Exchange included statements                                                                                        submission, all subsequent
                                                                                                               OMX and not to the operations of the                     amendments, all written statements
                                                    concerning the purpose of and basis for                    Exchange, the Exchange does not
                                                    the proposed rule change and discussed                                                                              with respect to the proposed rule
                                                                                                               believe that the proposed rule change                    change that are filed with the
                                                    any it received on the proposed rule                       will impose any burden on competition
                                                    change. The text of these statements                                                                                Commission, and all written
                                                                                                               not necessary or appropriate in                          communications relating to the
                                                    may be examined at the places specified                    furtherance of the purposes of the Act.
                                                    in Item IV below. The Exchange has                                                                                  proposed rule change between the
                                                    prepared summaries, set forth in                           C. Self-Regulatory Organization’s                        Commission and any person, other than
                                                    sections A, B, and C below, of the most                    Statement on Comments on the                             those that may be withheld from the
                                                    significant aspects of such statements.                    Proposed Rule Change Received From                       public in accordance with the
                                                                                                               Members, Participants, or Others                         provisions of 5 U.S.C. 552, will be
                                                    A. Self-Regulatory Organization’s                                                                                   available for Web site viewing and
                                                    Statement of the Purpose of, and                             No written comments were either
                                                                                                                                                                        printing in the Commission’s Public
                                                    Statutory Basis for, the Proposed Rule                     solicited or received.
                                                                                                                                                                        Reference Room, 100 F Street NE.,
                                                    Change                                                     III. Date of Effectiveness of the                        Washington, DC 20549, on official
                                                    1. Purpose                                                 Proposed Rule Change and Timing for                      business days between the hours of
                                                       As part of an ongoing global                            Commission Action                                        10:00 a.m. and 3:00 p.m. Copies of the
                                                    rebranding initiative, the Company has                        Within 45 days of the date of                         filing also will be available for
                                                    begun to refer to itself, both internally                  publication of this notice in the Federal                inspection and copying at the principal
                                                    and externally, as Nasdaq, rather than                     Register or within such longer period (i)                office of the Exchange. All comments
                                                                                                                                                                        received will be posted without change;
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    NASDAQ OMX. For purposes of                                as the Commission may designate up to
                                                    consistency with its marketing,                            90 days of such date if it finds such                    the Commission does not edit personal
                                                    communications and other materials,                        longer period to be appropriate and                      identifying information from
                                                    the Company has decided to change the                      publishes its reasons for so finding or                  submissions. You should submit only
                                                    legal names of NASDAQ OMX and                              (ii) as to which the Exchange consents,                  information that you wish to make
                                                    certain of its subsidiaries to eliminate                   the Commission shall: (a) By order                       available publicly. All submissions
                                                                                                                                                                        should refer to File Number SR–BX–
                                                      1 15   U.S.C. 78s(b)(1).                                   3 15   U.S.C. 78f(b).                                  2015–030 and should be submitted on
                                                      2 17   CFR 240.19b–4.                                      4 15   U.S.C. 78f(b)(5).                               or before June 23, 2015.


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                                                                                    Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices                                                      31429

                                                      For the Commission, by the Division of                II. Self-Regulatory Organization’s                     equitable principles of trade, and, in
                                                    Trading and Markets, pursuant to delegated              Statement of the Purpose of, and                       general, to protect investors and the
                                                    authority.5                                             Statutory Basis for, the Proposed Rule                 public interest. FINRA believes that the
                                                    Robert W. Errett,                                       Change                                                 proposed rule change will clarify the
                                                    Deputy Secretary.                                         In its filing with the Commission,                   intended scope and operation of the
                                                    [FR Doc. 2015–13173 Filed 6–1–15; 8:45 am]              FINRA included statements concerning                   amendments adopted by SR–FINRA–
                                                                                                            the purpose of and basis for the                       2013–046 by making clear that home
                                                    BILLING CODE 8011–01–P
                                                                                                            proposed rule change and discussed any                 equity loans and home equity lines of
                                                                                                            comments it received on the proposed                   credit are not within the scope of the
                                                                                                                                                                   definition of ‘‘Asset-Backed Security.’’
                                                    SECURITIES AND EXCHANGE                                 rule change. The text of these statements
                                                    COMMISSION                                              may be examined at the places specified                B. Self-Regulatory Organization’s
                                                                                                            in Item IV below. FINRA has prepared                   Statement on Burden on Competition
                                                    [Release No. 34–75058; File No. SR–FINRA–               summaries, set forth in sections A, B,                   FINRA does not believe that the
                                                    2015–012]                                               and C below, of the most significant                   proposed rule change will result in any
                                                                                                            aspects of such statements.                            burden on competition that is not
                                                    Self-Regulatory Organizations;                          A. Self-Regulatory Organization’s                      necessary or appropriate in furtherance
                                                    Financial Industry Regulatory                           Statement of the Purpose of, and                       of the purposes of the Act. The
                                                    Authority, Inc.; Notice of Filing and                   Statutory Basis for, the Proposed Rule                 proposed rule change clarifies the
                                                    Immediate Effectiveness of a Proposed                   Change                                                 intended operation of an existing rule.
                                                    Rule Change To Clarify the Scope of                                                                            C. Self-Regulatory Organization’s
                                                    the Definition of ‘‘Asset-Backed                        1. Purpose
                                                                                                                                                                   Statement on Comments on the
                                                    Security’’ for Purposes of Reporting to                    On November 13, 2013, FINRA                         Proposed Rule Change Received From
                                                    FINRA’s Trade Reporting and                             proposed a revised definition of ‘‘Asset-              Members, Participants, or Others
                                                    Compliance Engine (TRACE) System                        Backed Security’’ in Rule 6710 and also
                                                                                                            proposed new supplementary material                      Written comments were neither
                                                    May 28, 2015.                                           to provide further guidance on the                     solicited nor received.
                                                       Pursuant to section 19(b)(1) of the                  intended scope of the definition.4 In                  III. Date of Effectiveness of the
                                                    Securities Exchange Act of 1934                         Amendment No. 1 to the Proposal,                       Proposed Rule Change and Timing for
                                                    (‘‘Act’’),1 and Rule 19b–4 2 thereunder,                FINRA modified the definition of                       Commission Action
                                                    notice is hereby given that on May 19,                  ‘‘Asset-Backed Security’’ to provide that
                                                                                                                                                                      Because the foregoing proposed rule
                                                    2015, Financial Industry Regulatory                     the term excludes any securitized
                                                                                                                                                                   change does not: (i) Significantly affect
                                                                                                            product backed by ‘‘residential or                     the protection of investors or the public
                                                    Authority, Inc. (‘‘FINRA’’) filed with the
                                                                                                            commercial mortgage loans, mortgage-                   interest; (ii) impose any significant
                                                    Securities and Exchange Commission
                                                                                                            backed securities, or other financial                  burden on competition; and (iii) become
                                                    (‘‘Commission’’) the proposed rule
                                                                                                            assets derivative of mortgage-backed                   operative for 30 days from the date on
                                                    change as described in Items I and II                   securities.’’ 5 However, a corresponding
                                                    below, which items have been prepared                                                                          which it was filed, or such shorter time
                                                                                                            change to the supplementary material to                as the Commission may designate, it has
                                                    by FINRA. FINRA has designated the                      delete such security types from the
                                                    proposed rule change as constituting a                                                                         become effective pursuant to section
                                                                                                            scope of Asset-Backed Security was not                 19(b)(3)(A) of the Act 8 and Rule 19b–
                                                    ‘‘non-controversial’’ rule change under                 made at that time. FINRA is now
                                                    paragraph (f)(6) of Rule 19b–4 under the                                                                       4(f)(6) thereunder.9
                                                                                                            proposing to amend Supplementary                          FINRA has requested that the
                                                    Act,3 which renders the proposal                        Material .01 of Rule 6710 to make clear                Commission waive the requirement that
                                                    effective upon receipt of this filing by                that home equity loans and home equity                 the rule change, by its terms, not
                                                    the Commission. The Commission is                       lines of credit are not within the scope               become operative for 30 days after the
                                                    publishing this notice to solicit                       of the defined term ‘‘Asset-Backed                     date of the filing as set forth in Rule
                                                    comments on the proposed rule change                    Security.’’ 6                                          19b–4(f)(6)(iii),10 so that the proposal
                                                    from interested persons.                                   FINRA has filed the proposed rule                   may become operative on June 1, 2015,
                                                                                                            change for immediate effectiveness. The                which is the date that TRACE
                                                    I. Self-Regulatory Organization’s                       implementation date of the proposed
                                                    Statement of the Terms of Substance of                                                                         dissemination of the additional Asset-
                                                                                                            rule change will be June 1, 2015.                      Backed Securities information will
                                                    the Proposed Rule Change
                                                                                                            2. Statutory Basis                                     begin. The Commission notes that the
                                                       FINRA is proposing to clarify the                                                                           proposed rule change, by making a
                                                                                                              FINRA believes that the proposed rule                conforming change to Supplementary
                                                    scope of the definition of ‘‘Asset-Backed               change is consistent with the provisions
                                                    Security’’ for purposes of reporting to                                                                        Material .01 of Rule 6710, would clarify
                                                                                                            of Section 15A(b)(6) of the Act,7 which                the definition of Asset-Backed Security
                                                    FINRA’s Trade Reporting and                             requires, among other things, that
                                                    Compliance Engine (TRACE) system.                                                                              in that Rule. The Commission notes that
                                                                                                            FINRA rules must be designed to                        without such a waiver there could be a
                                                       The text of the proposed rule change                 prevent fraudulent and manipulative                    period of time during which
                                                    is available on FINRA’s Web site at                     acts and practices, to promote just and
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    http://www.finra.org, at the principal                                                                           8 15 U.S.C. 78s(b)(3)(A).
                                                                                                              4 See Securities Exchange Act Release No. 70906
                                                    office of FINRA and at the                                                                                       9 17 CFR 240.19b–4(f)(6). As required under Rule
                                                                                                            (November 20, 2013), 78 FR 70602 (November 26,         19b–4(f)(6)(iii), FINRA provided the Commission
                                                    Commission’s Public Reference Room.                     2013) (Notice of Filing of File No. SR–FINRA–          with written notice of its intent to file the proposed
                                                                                                            2013–046) (‘‘Proposal’’).                              rule change, along with a brief description and the
                                                                                                              5 See Amendment No. 1 to SR–FINRA–2013–046.
                                                      5 17                                                                                                         text of the proposed rule change, at least five
                                                           CFR 200.30–3(a)(12).                               6 TRACE dissemination of additional Asset-           business days prior to the date of filing of the
                                                      1 15 U.S.C. 78s(b)(1).                                Backed Securities will begin on June 1, 2015. See      proposed rule change, or such shorter time as
                                                      2 17 CFR 240.19b–4.
                                                                                                            Regulatory Notice 14–34 (August 2014).                 designated by the Commission.
                                                      3 17 CFR 240.19b–4(f)(6).                               7 15 U.S.C. 78o–3(b)(6).                               10 17 CFR 240.19b–4(f)(6)(iii).




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Document Created: 2015-12-15 15:12:08
Document Modified: 2015-12-15 15:12:08
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 31427 

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