82_FR_57872 82 FR 57639 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Trade Reporting Facility Limited Liability Company Agreements

82 FR 57639 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Trade Reporting Facility Limited Liability Company Agreements

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 233 (December 6, 2017)

Page Range57639-57641
FR Document2017-26222

Federal Register, Volume 82 Issue 233 (Wednesday, December 6, 2017)
[Federal Register Volume 82, Number 233 (Wednesday, December 6, 2017)]
[Notices]
[Pages 57639-57641]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-26222]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82189; File No. SR-FINRA-2017-034]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change Relating to the Trade Reporting Facility Limited 
Liability Company Agreements

November 30, 2017.
    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 November 21, 2017, Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by FINRA. FINRA has 
designated the proposed rule change as concerned solely with the 
administration of the self-regulatory organization under Section 
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(3) thereunder,\4\ 
which renders the proposal effective upon receipt of this filing by the 
Commission. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \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\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------

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

    FINRA is proposing to make technical changes to FINRA's Trade 
Reporting Facility limited liability company agreements, as they appear 
in the FINRA Manual, to reflect the second amendment and restatement of 
such agreements.
    The text of the proposed rule change is available on FINRA's Web 
site at http://www.finra.org, at the principal office of FINRA 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, 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 FINRA Trade Reporting Facilities (``TRFs'') are facilities that 
FINRA members use to report over-the-counter (``OTC'') transactions in 
NMS stocks in accordance with FINRA rules. There currently are two 
TRFs: The FINRA/Nasdaq TRF and the FINRA/NYSE TRF.\5\ The operation of 
each TRF is

[[Page 57640]]

governed by a Limited Liability Company Agreement (the ``TRF LLC 
Agreement'') between FINRA and the respective ``Business Member,'' each 
of which is itself an affiliate of a self-regulatory organization 
(``SRO''). The TRF LLC Agreements, which were submitted as part of the 
rule filings to establish the respective TRFs and were subsequently 
amended and restated,\6\ appear in the FINRA Manual.
---------------------------------------------------------------------------

    \5\ The establishment of each TRF was subject to a proposed rule 
change filed with the Commission. See Securities Exchange Act 
Release No. 54084 (June 30, 2006), 71 FR 38935 (July 10, 2006) 
(Order Approving File No. SR-NASD-2005-087); and Securities Exchange 
Act Release No. 55325 (February 21, 2007), 72 FR 8820 (February 27, 
2007) (Notice of Filing and Immediate Effectiveness of File No. SR-
NASD-2007-011).
    \6\ See Securities Exchange Act Release No. 62064 (May 10, 
2010), 75 FR 27606 (May 17, 2010) (Notice of Filing and Immediate 
Effectiveness of File No. SR-FINRA-2010-020).
---------------------------------------------------------------------------

    Under each TRF LLC Agreement, FINRA is the ``SRO Member'' and has 
sole regulatory responsibility for the TRF, including real-time 
monitoring and T+1 surveillance, development and enforcement of trade 
reporting rules and submission of proposed rule changes to the 
Commission. The Business Member under each TRF LLC Agreement is 
primarily responsible for the management of the TRF's business affairs, 
which may not be conducted in a manner inconsistent with the regulatory 
and oversight functions of FINRA. Among other things, the Business 
Member establishes pricing for the TRF and is obligated to pay the cost 
of regulation and is entitled to the profits and losses, if any, 
derived from operation of the TRF. The Business Member also provides 
the ``user facing'' front-end technology used to operate the TRF and 
transmit in real time trade report data directly to the NMS securities 
information processors (``SIPs'') and to FINRA for audit trail 
purposes.
    FINRA and the TRF Business Members recently executed second amended 
and restated TRF LLC Agreements to reflect the change in name of each 
Business Member. Specifically, the FINRA/Nasdaq TRF Business Member, 
formerly NASDAQ OMX Group, Inc., is now known as Nasdaq, Inc., and the 
FINRA/NYSE TRF Business Member, formerly NYSE Market, Inc., is now 
known as NYSE Market (DE), Inc.
    As part of the second amended and restated TRF LLC Agreements, 
FINRA and the Business Members also updated the schedules relating to 
the respective TRF officers and directors. Schedule C of each TRF LLC 
Agreement is the management agreement that all TRF directors must 
sign.\7\ Rather than reflect the executed version of the management 
agreement, Schedule C of each TRF LLC Agreement now reflects the form 
of management agreement only and new Schedule E of each TRF LLC 
Agreement specifically identifies the directors of the TRF (each of 
whom, as noted above, is required to sign the management agreement that 
appears at Schedule C). Schedule D of each TRF LLC Agreement identifies 
the officers of the TRF and was updated as part of the second amended 
and restated agreement. Also as part of the second amendment and 
restatement of the agreements, FINRA and the Business Members revised 
Section 27 of each TRF LLC Agreement to expressly provide that the 
parties may update Schedules D and E from time to time by notice, 
without also needing to amend and restate the TRF LLC Agreement.
---------------------------------------------------------------------------

    \7\ Pursuant to each TRF LLC Agreement, the TRF board of 
directors is comprised of three directors. The Business Member is 
entitled to designate two directors and the SRO Member is entitled 
to designate one director.
---------------------------------------------------------------------------

    FINRA is proposing to make technical changes to the TRF LLC 
Agreements, as they appear in the FINRA Manual, to reflect the second 
amended and restated TRF LLC Agreements.\8\ The terms and conditions of 
the second amended and restated TRF LLC Agreements are identical to 
those of the first amended and restated TRF LLC Agreements.
---------------------------------------------------------------------------

    \8\ FINRA also is proposing a conforming change to Rule 7640A(a) 
(Data Products Offered by NASDAQ) to reflect the change in name from 
The NASDAQ OMX Group, Inc. to Nasdaq, Inc.
---------------------------------------------------------------------------

    In addition, because the parties may update Schedules D and E from 
time to time, without needing to also amend and restate the TRF LLC 
Agreements, FINRA is proposing to provide the current schedules--with 
the current lists of TRF officers and directors--on FINRA's public Web 
site, rather than in the FINRA Manual.\9\ FINRA believes that this 
would obviate the need to submit a proposed rule change each time there 
is a change in the officers or directors of the TRF. Thus, in lieu of 
reflecting the schedules themselves, the FINRA Manual will provide that 
FINRA maintains current Schedules D and E on its public Web site. FINRA 
will post the current Schedules D and E promptly upon the filing of the 
proposed rule change and going forward will promptly update its Web 
site to reflect any future updates to the Schedules.
---------------------------------------------------------------------------

    \9\ FINRA anticipates that the current schedules will be 
accessible from the TRF page of the FINRA public Web site: http://www.finra.org/industry/trf.
---------------------------------------------------------------------------

    Set forth in the table below is a current list of FINRA/Nasdaq TRF 
officers and directors, as reflected in Schedules D and E, 
respectively, of the FINRA/Nasdaq TRF LLC Agreement:

------------------------------------------------------------------------
                   Name                                 Title
------------------------------------------------------------------------
                  Officers of The FINRA/Nasdaq TRF LLC
------------------------------------------------------------------------
Paul Roland...............................  President
Joan C. Conley............................  Secretary
Peter Strandell...........................  Treasurer
Michael Caramico..........................  Assistant Treasurer
Amy Kohn..................................  Vice President
------------------------------------------------------------------------
                  Directors of The FINRA/Nasdaq TRF LLC
------------------------------------------------------------------------
John Zecca (designated by the Business Member)
Tal Cohen (designated by the Business Member)
Thomas Gira (designated by the SRO Member)
------------------------------------------------------------------------

    Set forth in the table below is a current list of FINRA/NYSE TRF 
officers and directors, as reflected in Schedules D and E, 
respectively, of the FINRA/NYSE TRF LLC Agreement:

------------------------------------------------------------------------
                   Name                                 Title
------------------------------------------------------------------------
                   Officers of The FINRA/NYSE TRF LLC
------------------------------------------------------------------------
Robert Hill...............................  President
Scott Hill................................  Chief Financial Officer
Doug Foley................................  Senior Vice President
Karen Lorentz.............................  Vice President
Martin Hunter.............................  Senior Vice President, Tax &
                                             Treasury
Elizabeth King............................  General Counsel & Secretary
Martha Redding............................  Assistant Secretary
Andrew Surdykowski........................  Assistant Secretary
Sandra Kerr...............................  Senior Tax Director
David Nevin...............................  Senior Treasury Director
------------------------------------------------------------------------
                   Directors of The FINRA/NYSE TRF LLC
------------------------------------------------------------------------
Paul Adcock (designated by the Business Member)
Robert Hill (designated by the Business Member)
Thomas Gira (designated by the SRO Member)
------------------------------------------------------------------------

    As noted above, current Schedules D and E will be posted on FINRA's 
public Web site and will not appear in the FINRA Manual. Going forward, 
changes to these schedules will only be reflected on FINRA's public Web 
site.
    FINRA has filed the proposed rule change for immediate 
effectiveness. The effective date will be 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,\10\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative

[[Page 57641]]

acts and practices, to promote just and equitable principles of trade, 
and, in general, to protect investors and the public interest. FINRA 
believes that the proposed rule change will enhance the information 
available to members and the public regarding FINRA's TRF LLC 
Agreements in that the current agreements will be reflected in the 
FINRA manual and updated Schedules D and E will be readily available on 
FINRA's public Web site. Thus, the proposed rule change will ensure 
that the most current information regarding the TRF LLC Agreements will 
be readily available to members and the public.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

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. The proposed rule change makes 
technical changes to the TRF LLC Agreements, as they appear in the 
FINRA Manual, to reflect the second amended and restated agreements 
executed by the parties. The terms and conditions of the TRF LLC 
Agreements have not changed. Accordingly, FINRA does not believe that 
there are any material economic impacts associated with the proposed 
rule change.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \11\ and paragraph (f)(3) of Rule 19b-4 
thereunder.\12\ At any time within 60 days of the filing of the 
proposed rule change, the Commission summarily may temporarily suspend 
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. If 
the Commission takes such action, the Commission shall institute 
proceedings to determine whether the proposed rule should be approved 
or disapproved.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------

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-FINRA-2017-034 on the subject line.

Paper Comments

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


All submissions should refer to File Number SR-FINRA-2017-034. 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 FINRA. All 
comments received will be posted without change. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-FINRA-2017-034, and should 
be submitted on or before December 27, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-26222 Filed 12-5-17; 8:45 am]
BILLING CODE 8011-01-P



                                                                         Federal Register / Vol. 82, No. 233 / Wednesday, December 6, 2017 / Notices                                                  57639

                                               waiving the 30-day operative delay is                   Internet Web site (http://www.sec.gov/                III below, which Items have been
                                               consistent with the protection of                       rules/sro.shtml). Copies of the                       prepared by FINRA. FINRA has
                                               investors and the public interest.                      submission, all subsequent                            designated the proposed rule change as
                                               According to the Exchange, waiver of                    amendments, all written statements                    concerned solely with the
                                               the 30-day operative delay would                        with respect to the proposed rule                     administration of the self-regulatory
                                               permit the timely implementation of                     change that are filed with the                        organization under Section
                                               Fund efficiencies resulting from                        Commission, and all written                           19(b)(3)(A)(iii) of the Act 3 and Rule
                                               tracking an index that requires the                     communications relating to the                        19b–4(f)(3) thereunder,4 which renders
                                               writing of a single option on the                       proposed rule change between the                      the proposal effective upon receipt of
                                               Reference Index, instead of writing                     Commission and any person, other than                 this filing by the Commission. The
                                               options on multiple options-eligible                    those that may be withheld from the                   Commission is publishing this notice to
                                               securities in the Reference Index. In                   public in accordance with the                         solicit comments on the proposed rule
                                               addition, the Commission believes that                  provisions of 5 U.S.C. 552, will be                   change from interested persons.
                                               the proposal does not raise unique or                   available for Web site viewing and
                                               novel regulatory issues. Therefore, the                 printing in the Commission’s Public                   I. Self-Regulatory Organization’s
                                               Commission hereby waives the 30-day                     Reference Room, 100 F Street NE.,                     Statement of the Terms of the Substance
                                               operative delay and designates the                      Washington, DC 20549 on official                      of the Proposed Rule Change
                                               proposal operative upon filing.24                       business days between the hours of                       FINRA is proposing to make technical
                                                  At any time within 60 days of the                    10:00 a.m. and 3:00 p.m. Copies of the                changes to FINRA’s Trade Reporting
                                               filing of the proposed rule change, the                 filing also will be available for                     Facility limited liability company
                                               Commission summarily may                                inspection and copying at the principal               agreements, as they appear in the
                                               temporarily suspend the rule change if                  office of the Exchange. All comments                  FINRA Manual, to reflect the second
                                               it appears to the Commission that such                  received will be posted without change.               amendment and restatement of such
                                               action is necessary or appropriate in the               Persons submitting comments are                       agreements.
                                               public interest, for the protection of                  cautioned that we do not redact or edit                  The text of the proposed rule change
                                               investors, or otherwise in furtherance of               personal identifying information from                 is available on FINRA’s Web site at
                                               the purposes of the Act. If the                         comment submissions. You should                       http://www.finra.org, at the principal
                                               Commission takes such action, the                       submit only information that you wish                 office of FINRA and at the
                                               Commission shall institute proceedings                  to make available publicly. All                       Commission’s Public Reference Room.
                                               to determine whether the proposed rule                  submissions should refer to File
                                               change should be approved or                                                                                  II. Self-Regulatory Organization’s
                                                                                                       Number SR–NYSEArca–2017–123 and
                                               disapproved.                                            should be submitted on or before                      Statement of the Purpose of, and
                                                                                                       December 27, 2017.                                    Statutory Basis for, the Proposed Rule
                                               IV. Solicitation of Comments                                                                                  Change
                                                                                                         For the Commission, by the Division of
                                                 Interested persons are invited to                     Trading and Markets, pursuant to delegated               In its filing with the Commission,
                                               submit written data, views, and                         authority.25                                          FINRA included statements concerning
                                               arguments concerning the foregoing,                     Eduardo A. Aleman                                     the purpose of and basis for the
                                               including whether the proposed rule                                                                           proposed rule change and discussed any
                                                                                                       Assistant Secretary.
                                               change is consistent with the Act.                                                                            comments it received on the proposed
                                                                                                       [FR Doc. 2017–26223 Filed 12–5–17; 8:45 am]
                                               Comments may be submitted by any of                                                                           rule change. The text of these statements
                                                                                                       BILLING CODE 8011–01–P
                                               the following methods:                                                                                        may be examined at the places specified
                                               Electronic Comments                                                                                           in Item IV below. FINRA has prepared
                                                                                                       SECURITIES AND EXCHANGE                               summaries, set forth in sections A, B,
                                                  • Use the Commission’s Internet                                                                            and C below, of the most significant
                                               comment form (http://www.sec.gov/                       COMMISSION
                                                                                                                                                             aspects of such statements.
                                               rules/sro.shtml); or                                    [Release No. 34–82189; File No. SR–FINRA–
                                                  • Send an email to rule-comments@                    2017–034]                                             A. Self-Regulatory Organization’s
                                               sec.gov. Please include File Number SR–                                                                       Statement of the Purpose of, and
                                               NYSEArca–2017–123 on the subject                        Self-Regulatory Organizations;                        Statutory Basis for, the Proposed Rule
                                               line.                                                   Financial Industry Regulatory                         Change
                                                                                                       Authority, Inc.; Notice of Filing and
                                               Paper Comments                                          Immediate Effectiveness of a Proposed                 1. Purpose
                                                  • Send paper comments in triplicate                  Rule Change Relating to the Trade                        The FINRA Trade Reporting Facilities
                                               to Secretary, Securities and Exchange                   Reporting Facility Limited Liability                  (‘‘TRFs’’) are facilities that FINRA
                                               Commission, 100 F Street NE.,                           Company Agreements                                    members use to report over-the-counter
                                               Washington, DC 20549–1090.                                                                                    (‘‘OTC’’) transactions in NMS stocks in
                                                                                                       November 30, 2017.
                                               All submissions should refer to File                                                                          accordance with FINRA rules. There
                                                                                                          Pursuant to Section 19(b)(1) of the                currently are two TRFs: The FINRA/
                                               Number SR–NYSEArca–2017–123. This                       Securities Exchange Act of 1934
                                               file number should be included on the                                                                         Nasdaq TRF and the FINRA/NYSE
                                                                                                       (‘‘Act’’) 1 and Rule 19b–4 thereunder,2               TRF.5 The operation of each TRF is
                                               subject line if email is used. To help the              notice is hereby given that on November
                                               Commission process and review your                      21, 2017, Financial Industry Regulatory                 3 15 U.S.C. 78s(b)(3)(A)(iii).
                                               comments more efficiently, please use                   Authority, Inc. (‘‘FINRA’’) filed with the
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                                                                               4 17 CFR 240.19b–4(f)(3).
                                               only one method. The Commission will                    Securities and Exchange Commission                       5 The establishment of each TRF was subject to
                                               post all comments on the Commission’s                   (‘‘Commission’’) the proposed rule                    a proposed rule change filed with the Commission.
                                                                                                       change as described in Items I, II, and               See Securities Exchange Act Release No. 54084
                                                  24 For purposes only of waiving the 30-day                                                                 (June 30, 2006), 71 FR 38935 (July 10, 2006) (Order
                                               operative delay, the Commission has also                                                                      Approving File No. SR–NASD–2005–087); and
                                                                                                         25 17 CFR 200.30–3(a)(12).
                                               considered the proposed rule’s impact on                                                                      Securities Exchange Act Release No. 55325
                                                                                                         1 15 U.S.C. 78s(b)(1).
                                               efficiency, competition, and capital formation. See                                                           (February 21, 2007), 72 FR 8820 (February 27, 2007)
                                               15 U.S.C. 78c(f).                                         2 17 CFR 240.19b–4.                                                                           Continued




                                          VerDate Sep<11>2014   18:07 Dec 05, 2017   Jkt 244001   PO 00000   Frm 00071   Fmt 4703   Sfmt 4703   E:\FR\FM\06DEN1.SGM   06DEN1


                                               57640                    Federal Register / Vol. 82, No. 233 / Wednesday, December 6, 2017 / Notices

                                               governed by a Limited Liability                         agreement, Schedule C of each TRF LLC                             Name                           Title
                                               Company Agreement (the ‘‘TRF LLC                        Agreement now reflects the form of
                                               Agreement’’) between FINRA and the                      management agreement only and new                        Officers of The FINRA/Nasdaq TRF LLC
                                               respective ‘‘Business Member,’’ each of                 Schedule E of each TRF LLC Agreement
                                               which is itself an affiliate of a self-                                                                       Paul Roland ................       President
                                                                                                       specifically identifies the directors of              Joan C. Conley ...........         Secretary
                                               regulatory organization (‘‘SRO’’). The                  the TRF (each of whom, as noted above,                Peter Strandell ............       Treasurer
                                               TRF LLC Agreements, which were                          is required to sign the management                    Michael Caramico .......           Assistant Treasurer
                                               submitted as part of the rule filings to                agreement that appears at Schedule C).                Amy Kohn ...................       Vice President
                                               establish the respective TRFs and were                  Schedule D of each TRF LLC Agreement
                                               subsequently amended and restated,6                                                                             Directors of The FINRA/Nasdaq TRF LLC
                                                                                                       identifies the officers of the TRF and
                                               appear in the FINRA Manual.
                                                  Under each TRF LLC Agreement,                        was updated as part of the second                     John Zecca (designated by the Business
                                               FINRA is the ‘‘SRO Member’’ and has                     amended and restated agreement. Also                    Member)
                                                                                                       as part of the second amendment and                   Tal Cohen (designated by the Business
                                               sole regulatory responsibility for the
                                                                                                       restatement of the agreements, FINRA                    Member)
                                               TRF, including real-time monitoring                                                                           Thomas Gira (designated by the SRO Mem-
                                               and T+1 surveillance, development and                   and the Business Members revised
                                                                                                                                                               ber)
                                               enforcement of trade reporting rules and                Section 27 of each TRF LLC Agreement
                                               submission of proposed rule changes to                  to expressly provide that the parties                   Set forth in the table below is a
                                               the Commission. The Business Member                     may update Schedules D and E from                     current list of FINRA/NYSE TRF officers
                                               under each TRF LLC Agreement is                         time to time by notice, without also                  and directors, as reflected in Schedules
                                               primarily responsible for the                           needing to amend and restate the TRF                  D and E, respectively, of the FINRA/
                                               management of the TRF’s business                        LLC Agreement.                                        NYSE TRF LLC Agreement:
                                               affairs, which may not be conducted in                     FINRA is proposing to make technical
                                               a manner inconsistent with the                                                                                            Name                           Title
                                                                                                       changes to the TRF LLC Agreements, as
                                               regulatory and oversight functions of
                                                                                                       they appear in the FINRA Manual, to                       Officers of The FINRA/NYSE TRF LLC
                                               FINRA. Among other things, the
                                               Business Member establishes pricing for                 reflect the second amended and restated
                                               the TRF and is obligated to pay the cost                TRF LLC Agreements.8 The terms and                    Robert Hill ...................    President
                                                                                                       conditions of the second amended and                  Scott Hill .....................   Chief Financial Offi-
                                               of regulation and is entitled to the                                                                                                               cer
                                               profits and losses, if any, derived from                restated TRF LLC Agreements are
                                                                                                                                                             Doug Foley .................       Senior Vice Presi-
                                               operation of the TRF. The Business                      identical to those of the first amended                                                    dent
                                               Member also provides the ‘‘user facing’’                and restated TRF LLC Agreements.                      Karen Lorentz .............        Vice President
                                               front-end technology used to operate the                   In addition, because the parties may               Martin Hunter ..............       Senior Vice Presi-
                                               TRF and transmit in real time trade                     update Schedules D and E from time to                                                      dent, Tax & Treas-
                                               report data directly to the NMS                                                                                                                    ury
                                                                                                       time, without needing to also amend                   Elizabeth King ............        General Counsel &
                                               securities information processors                       and restate the TRF LLC Agreements,                                                        Secretary
                                               (‘‘SIPs’’) and to FINRA for audit trail                 FINRA is proposing to provide the                     Martha Redding ..........          Assistant Secretary
                                               purposes.                                               current schedules—with the current                    Andrew Surdykowski ..              Assistant Secretary
                                                  FINRA and the TRF Business                                                                                 Sandra Kerr ................       Senior Tax Director
                                                                                                       lists of TRF officers and directors—on
                                               Members recently executed second                                                                              David Nevin ................       Senior Treasury Di-
                                               amended and restated TRF LLC                            FINRA’s public Web site, rather than in
                                                                                                                                                                                                  rector
                                               Agreements to reflect the change in                     the FINRA Manual.9 FINRA believes
                                               name of each Business Member.                           that this would obviate the need to                      Directors of The FINRA/NYSE TRF LLC
                                               Specifically, the FINRA/Nasdaq TRF                      submit a proposed rule change each
                                               Business Member, formerly NASDAQ                        time there is a change in the officers or             Paul Adcock (designated by the Business
                                                                                                       directors of the TRF. Thus, in lieu of                  Member)
                                               OMX Group, Inc., is now known as                                                                              Robert Hill (designated by the Business
                                               Nasdaq, Inc., and the FINRA/NYSE TRF                    reflecting the schedules themselves, the                Member)
                                               Business Member, formerly NYSE                          FINRA Manual will provide that FINRA                  Thomas Gira (designated by the SRO Mem-
                                               Market, Inc., is now known as NYSE                      maintains current Schedules D and E on                  ber)
                                               Market (DE), Inc.                                       its public Web site. FINRA will post the
                                                  As part of the second amended and                    current Schedules D and E promptly                       As noted above, current Schedules D
                                               restated TRF LLC Agreements, FINRA                      upon the filing of the proposed rule                  and E will be posted on FINRA’s public
                                               and the Business Members also updated                   change and going forward will promptly                Web site and will not appear in the
                                               the schedules relating to the respective                update its Web site to reflect any future             FINRA Manual. Going forward, changes
                                               TRF officers and directors. Schedule C                  updates to the Schedules.                             to these schedules will only be reflected
                                               of each TRF LLC Agreement is the                                                                              on FINRA’s public Web site.
                                               management agreement that all TRF                          Set forth in the table below is a                     FINRA has filed the proposed rule
                                               directors must sign.7 Rather than reflect               current list of FINRA/Nasdaq TRF                      change for immediate effectiveness. The
                                               the executed version of the management                  officers and directors, as reflected in               effective date will be the date of filing
                                                                                                       Schedules D and E, respectively, of the
                                               (Notice of Filing and Immediate Effectiveness of        FINRA/Nasdaq TRF LLC Agreement:                       2. Statutory Basis
                                               File No. SR–NASD–2007–011).                                                                                      FINRA believes that the proposed rule
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                                                 6 See Securities Exchange Act Release No. 62064
                                                                                                                                                             change is consistent with the provisions
                                               (May 10, 2010), 75 FR 27606 (May 17, 2010) (Notice        8 FINRA also is proposing a conforming change to
                                               of Filing and Immediate Effectiveness of File No.                                                             of Section 15A(b)(6) of the Act,10 which
                                                                                                       Rule 7640A(a) (Data Products Offered by NASDAQ)
                                               SR–FINRA–2010–020).                                                                                           requires, among other things, that
                                                                                                       to reflect the change in name from The NASDAQ
                                                 7 Pursuant to each TRF LLC Agreement, the TRF
                                                                                                       OMX Group, Inc. to Nasdaq, Inc.                       FINRA rules must be designed to
                                               board of directors is comprised of three directors.                                                           prevent fraudulent and manipulative
                                                                                                         9 FINRA anticipates that the current schedules
                                               The Business Member is entitled to designate two
                                               directors and the SRO Member is entitled to             will be accessible from the TRF page of the FINRA
                                               designate one director.                                 public Web site: http://www.finra.org/industry/trf.     10 15   U.S.C. 78o–3(b)(6).



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                                                                        Federal Register / Vol. 82, No. 233 / Wednesday, December 6, 2017 / Notices                                               57641

                                               acts and practices, to promote just and                 arguments concerning the foregoing,                    SMALL BUSINESS ADMINISTRATION
                                               equitable principles of trade, and, in                  including whether the proposed rule
                                               general, to protect investors and the                   change is consistent with the Act.                     Meeting of the Interagency Task Force
                                               public interest. FINRA believes that the                Comments may be submitted by any of                    on Veterans Small Business
                                               proposed rule change will enhance the                   the following methods:                                 Development
                                               information available to members and
                                                                                                       Electronic Comments                                    AGENCY:  U.S. Small Business
                                               the public regarding FINRA’s TRF LLC
                                                                                                         • Use the Commission’s Internet                      Administration.
                                               Agreements in that the current
                                               agreements will be reflected in the                     comment form (http://www.sec.gov/                      ACTION: Notice of open Federal
                                               FINRA manual and updated Schedules                      rules/sro.shtml); or                                   Interagency Task Force Meeting.
                                               D and E will be readily available on                      • Send an email to rule-comments@
                                                                                                       sec.gov. Please include File Number SR–                SUMMARY:   The U.S. Small Business
                                               FINRA’s public Web site. Thus, the                                                                             Administration (SBA) is issuing this
                                               proposed rule change will ensure that                   FINRA–2017–034 on the subject line.
                                                                                                                                                              notice to announce the location, date,
                                               the most current information regarding                  Paper Comments                                         time and agenda for the next meeting of
                                               the TRF LLC Agreements will be readily
                                                                                                          • Send paper comments in triplicate                 the Interagency Task Force on Veterans
                                               available to members and the public.                                                                           Small Business Development. The
                                                                                                       to Secretary, Securities and Exchange
                                               B. Self-Regulatory Organization’s                       Commission, 100 F Street NE.,                          meeting is open to the public.
                                               Statement on Burden on Competition                      Washington, DC 20549–1090.                             DATES: Wednesday, December 13, 2017,
                                                 FINRA does not believe that the                       All submissions should refer to File                   from 1:00 p.m. to 4:00 p.m.
                                               proposed rule change will result in any                 Number SR–FINRA–2017–034. This file                    ADDRESSES: U.S. Small Business
                                               burden on competition that is not                       number should be included on the                       Administration, 409 3rd Street SW.,
                                               necessary or appropriate in furtherance                 subject line if email is used. To help the             Washington, DC 20416. Due to limited
                                               of the purposes of the Act. The                         Commission process and review your                     seating, the general public is requested
                                               proposed rule change makes technical                    comments more efficiently, please use                  to attend the meeting via teleconference
                                               changes to the TRF LLC Agreements, as                   only one method. The Commission will                   or webinar.
                                               they appear in the FINRA Manual, to                     post all comments on the Commission’s                     Contact Info: (Teleconference Dial-In)
                                               reflect the second amended and restated                 Internet Web site (http://www.sec.gov/                 1–888–858–2144, Access Code:
                                               agreements executed by the parties. The                 rules/sro.shtml). Copies of the                        7805798, (Webinar) https://
                                               terms and conditions of the TRF LLC                     submission, all subsequent                             connect16.uc.att.com/sba/meet/
                                               Agreements have not changed.                            amendments, all written statements                     ?ExEventID=87805798; Access Code:
                                               Accordingly, FINRA does not believe                     with respect to the proposed rule                      7805798.
                                               that there are any material economic                    change that are filed with the                         SUPPLEMENTARY INFORMATION:       Pursuant
                                               impacts associated with the proposed                    Commission, and all written                            to section 10(a)(2) of the Federal
                                               rule change.                                            communications relating to the                         Advisory Committee Act (5 U.S.C.,
                                                                                                       proposed rule change between the                       Appendix 2), SBA announces the
                                               C. Self-Regulatory Organization’s
                                                                                                       Commission and any person, other than                  meeting of the Interagency Task Force
                                               Statement on Comments on the
                                                                                                       those that may be withheld from the                    on Veterans Small Business
                                               Proposed Rule Change Received From
                                                                                                       public in accordance with the                          Development (Task Force). The Task
                                               Members, Participants, or Others
                                                                                                       provisions of 5 U.S.C. 552, will be                    Force is established pursuant to
                                                 Written comments were neither                         available for Web site viewing and                     Executive Order 13540 to coordinate the
                                               solicited nor received.                                 printing in the Commission’s Public                    efforts of Federal agencies to improve
                                               III. Date of Effectiveness of the                       Reference Room, 100 F Street NE.,                      capital, business development
                                               Proposed Rule Change and Timing for                     Washington, DC 20549 on official                       opportunities, and pre-established
                                               Commission Action                                       business days between the hours of                     federal contracting goals for small
                                                                                                       10:00 a.m. and 3:00 p.m. Copies of the                 business concerns owned and
                                                  The foregoing rule change has become                 filing also will be available for
                                               effective pursuant to Section 19(b)(3)(A)                                                                      controlled by veterans and service-
                                                                                                       inspection and copying at the principal                disabled veterans.
                                               of the Act 11 and paragraph (f)(3) of Rule              office of FINRA. All comments received
                                               19b–4 thereunder.12 At any time within                                                                            Moreover, the Task Force shall
                                                                                                       will be posted without change. Persons                 coordinate administrative and
                                               60 days of the filing of the proposed rule              submitting comments are cautioned that
                                               change, the Commission summarily may                                                                           regulatory activities and develop
                                                                                                       we do not redact or edit personal                      proposals relating to ‘‘six focus areas’’:
                                               temporarily suspend such rule change if                 identifying information from comment
                                               it appears to the Commission that such                                                                         (1) Improving capital access and
                                                                                                       submissions. You should submit only                    capacity of small business concerns
                                               action is necessary or appropriate in the               information that you wish to make
                                               public interest, for the protection of                                                                         owned and controlled by veterans and
                                                                                                       available publicly. All submissions                    service-disabled veterans through loans,
                                               investors, or otherwise in furtherance of               should refer to File Number SR–FINRA–
                                               the purposes of the Act. If the                                                                                surety bonding, and franchising; (2)
                                                                                                       2017–034, and should be submitted on                   ensuring achievement of the pre-
                                               Commission takes such action, the                       or before December 27, 2017.
                                               Commission shall institute proceedings                                                                         established Federal contracting goals for
                                               to determine whether the proposed rule                    For the Commission, by the Division of               small business concerns owned and
                                                                                                       Trading and Markets, pursuant to delegated             controlled by veterans and service
                                               should be approved or disapproved.
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                                                                                                       authority.13                                           disabled veterans through expanded
                                               IV. Solicitation of Comments                            Eduardo A. Aleman,                                     mentor-protégé assistance and matching
                                                 Interested persons are invited to                     Assistant Secretary.                                   such small business concerns with
                                               submit written data, views, and                         [FR Doc. 2017–26222 Filed 12–5–17; 8:45 am]            contracting opportunities; (3) increasing
                                                                                                       BILLING CODE 8011–01–P                                 the integrity of certifications of status as
                                                 11 15 U.S.C. 78s(b)(3)(A).                                                                                   a small business concern owned and
                                                 12 17 CFR 240.19b–4(f)(3).                              13 17   CFR 200.30–3(a)(12).                         controlled by a veteran or service-


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Document Created: 2017-12-06 00:21:47
Document Modified: 2017-12-06 00:21:47
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 Citation82 FR 57639 

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