[Federal Register Volume 87, Number 159 (Thursday, August 18, 2022)]
[Notices]
[Pages 50896-50902]
[FR Doc No: 2022-17745]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95494; File No. SR-FINRA-2022-025]

Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend
FINRA Rule 11880 (Settlement of Syndicate Accounts) To Revise the
Syndicate Account Settlement Timeframe for Corporate Debt Offerings

August 12, 2022.
    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 August 5, 2022, the Financial Industry Regulatory Authority, Inc.
(``FINRA'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by FINRA. 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

    FINRA is proposing to amend FINRA Rule 11880 (Settlement of
Syndicate Accounts) to revise the syndicate account settlement
timeframe for corporate debt offerings.
    The text of the proposed rule change is available on FINRA's
website 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
    Underwriting groups ordinarily form syndicate accounts \3\ to
process the income and expenses of the syndicate. The syndicate manager
\4\ is responsible for maintaining syndicate account records and must
provide to each selling syndicate member an itemized statement of
syndicate expenses no later than the date of the final settlement of
the syndicate account. Syndicate members record the expected payments
from the syndicate manager as ``receivables'' on their books and
records but generally do not receive the payments for up to 90 days
after the syndicate settlement date,\5\ as currently permitted under
FINRA rules.\6\
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    \3\ A syndicate account is the account formed by members of the
selling syndicate for the purpose of purchasing and distributing the
corporate securities of a public offering. See FINRA Rule
11880(a)(2).
    \4\ A syndicate manager is the member of the selling syndicate
that is responsible for the maintenance of syndicate account
records. See FINRA Rule 11880(a)(3).
    \5\ The syndicate settlement date is the date that the issuer
delivers corporate securities to or for the account of the syndicate
members. See FINRA Rule 11880(a)(4).
    \6\ During this time, a syndicate member may not treat the
``receivables'' as allowable assets for purposes of Exchange Act
Rule 15c3-1 (``Net Capital Rule'') and therefore must deduct them
from its net worth in computing its net capital.
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    To help avoid lengthy settlement delays, FINRA Rule 11880 provides
that the syndicate manager in a public offering of corporate securities
must effect the final settlement of syndicate accounts within 90 days
following the settlement date. When FINRA (then NASD) initially adopted
a settlement rule in 1985, it required that final settlement of
syndicate accounts be effected within 120 days after the syndicate
settlement date.\7\ The syndicate settlement timeframe was reduced from
120 days to 90 days in 1987, and it has remained the same since
then.\8\
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    \7\ See Securities Exchange Act Release No. 22238 (July 15,
1985), 50 FR 29503 (July 19, 1985) (Order Approving File No. SR-
NASD-85-14).
    \8\ See Securities Exchange Act Release No. 24290 (April 1,
1987), 52 FR 11148 (April 7, 1987) (Order Approving File No. SR-
NASD-87-7).
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    In consideration of the technological advances since 1987, FINRA is
proposing to amend the timeframe to settle syndicate accounts set forth
in FINRA Rule 11880(b). Specifically, FINRA is proposing to establish a
two-stage syndicate account settlement approach whereby the syndicate
manager would be required to remit to each syndicate member at least 70
percent of the gross amount due to such syndicate member within 30 days
following the syndicate settlement date, with any final balance due
remitted within 90 days following the syndicate settlement date.
    The proposed two-stage approach would be limited to public
offerings of corporate debt securities.\9\ FINRA is not proposing at
this time to change the current 90-day period for the final settlement
of syndicate accounts for public offerings of equity securities, which
often involve complexities that may necessitate a longer settlement
timeframe than corporate debt offerings (e.g., an overallotment option
that may have an exercise term of 30 days).
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    \9\ A ``corporate debt security'' would be defined as a debt
security that is United States (``U.S.'') dollar-denominated and
issued by a U.S. or foreign private issuer, including a Securitized
Product as defined in FINRA Rule 6710(m). ``Corporate debt
security'' would not include a Money Market Instrument as defined in
FINRA Rule 6710(o). See proposed Rule 11880(a)(1).
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    FINRA also notes that, with respect to municipal debt offerings,
Municipal Securities Rulemaking Board (``MSRB'') Rule G-11 (Primary
Offering Practices) currently provides that final settlement of a
syndicate or similar account must be made within 30 calendar days of
the syndicate settlement date. The MSRB shortened the settlement
timeframe from 60 days to 30 days in 2009 to reduce the exposure of
syndicate account members to the credit risk of potential deterioration
in the credit of the syndicate manager during the pendency of account
settlements.\10\ The MSRB believed that this change would not be unduly
burdensome on firms given the more efficient billing and accounting
systems firms had implemented since the rules were first adopted in the
1970s.\11\
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    \10\ See Securities Exchange Act Release No. 60487 (August 12,
2009), 74 FR 41771 (August 18, 2009) (Notice of Filing of File No.
SR-MSRB-2009-12) and Securities Exchange Act Release No. 60725
(September 28, 2009), 74 FR 50855 (October 1, 2009) (Order Approving
File No. SR-MSRB-2009-12).
    \11\ See supra note 10.
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    FINRA similarly believes that the proposed rule change will benefit
syndicate members by reducing the exposure of syndicate members to the
credit risk of the syndicate manager during the pendency of account

settlements. FINRA also believes that the proposed rule change will
benefit syndicate members, including capital-constrained small firms,
by allowing them to obtain earlier access to the funds earned from an
offering without significantly increasing the risks of resettlements.
In addition, FINRA believes that the proposed staged approach will
provide these benefits to syndicate members while easing compliance for
syndicate managers by permitting them to retain 30 percent of the gross
amount earned by syndicate members to cover expenses and remit any
balance due to the syndicate members within the current 90-day period
following the syndicate settlement date.
    If the Commission approves the proposed rule change, FINRA will
announce the effective date of the proposed rule change in a Regulatory
Notice. The effective date will be January 1, 2023.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(6) of the Act,\12\ which requires, among
other things, that FINRA rules must be designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, and, in general, to protect investors and the
public interest. FINRA believes that the proposed rule change promotes
just and equitable principles of trade and is in the public interest as
it will reduce the exposure of syndicate members to the potential
deterioration of the credit of syndicate managers during the pendency
of account settlement without negatively impacting the ability of
syndicate managers to run the syndicate settlement account process.
FINRA also believes that the proposed rule change promotes just and
equitable principles of trade because it will result in syndicate
managers more quickly remitting the majority of the gross amount earned
by syndicate members and will not be unduly burdensome on syndicate
managers given the technological advances that have been made since the
90-day syndicate account settlement timeframe was adopted in 1987.
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    \12\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
Economic Impact Assessment
    FINRA has undertaken an economic impact assessment, as set forth
below, to analyze the potential economic impacts of the proposed rule
change, including potential costs, benefits, and distributional and
competitive effects, relative to the current baseline.
Regulatory Need
    FINRA Rule 11880 requires final settlement of syndicate accounts
within 90 days following the syndicate settlement date. As discussed
further below, FINRA understands that syndicate managers currently
could conduct partial settlements of syndicate accounts much more
quickly, at limited additional expense, to the benefit of syndicate
members. Longstanding industry practices, the number of parties in
selling syndicates and possibly greater efficiency in syndicate
settlement by syndicate managers that conduct more settlements may
limit the impact of competition and negotiation on final settlement
practices and timelines. FINRA also believes that modifying the current
syndicate settlement timeframe will benefit syndicate members,
including capital-constrained small firms, by allowing them to obtain
earlier access to the funds earned from an offering without
significantly increasing the risks of resettlements. FINRA is therefore
proposing a two-staged syndicate settlement framework to enable quicker
remittance of a significant portion of syndicate revenue to syndicate
members.
Economic Baseline
    The economic baseline for the proposed rule change is current FINRA
Rule 11880, which allows 90 days for the final settlement of syndicate
accounts, industry practices for compliance and implementation of the
rule, and the competitive landscape.
    FINRA conducted an analysis of the primary corporate debt market to
study the extent and scope of participation in corporate debt
syndicates by member firms using data from the Trade Reporting and
Compliance Engine (``TRACE''). From 2019 to 2021, FINRA estimates that
approximately 377 member firms, on average per year, participated in
syndicates for corporate debt offerings and could be affected by the
proposed rule change.\13\ Of these firms, 57 percent, 18 percent, and
25 percent are small, mid-size and large firms, respectively.\14\
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    \13\ The extent of firm participation in the primary corporate
debt market was approximated using TRACE data. Issuers sell new
stocks and bonds in the primary market to the public, such as
through an initial public offering. The data is limited to the
primary market sellers for corporate debt, excluding offerings made
in compliance with Rule 144A of the Securities Act of 1933 (``144A
offerings'').
    \14\ See 2022 FINRA Industry Snapshot, https://www.finra.org/sites/default/files/2022-03/2022-industry-snapshot.pdf. Small, mid-
size and large firms are defined as having 1-150, 151-499, and at
least 500 registered representatives, respectively. See Article I of
the FINRA By-Laws.
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    The 90-day period following the syndicate settlement date allows
the syndicate manager to record income and expenses incurred in
connection with the offering and then to distribute the net
underwriting revenue due to each syndicate member. Syndicate managers
tend to be large, well-capitalized firms.\15\ The syndicate manager
collects the underwriting revenue for the syndicate and pays expenses.
The other syndicate members, which often include smaller firms, are
paid their respective portion of the underwriting revenue, net of
expenses, from the syndicate managers by the final syndicate account
settlement date.
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    \15\ See, e.g., Hendrik Bessembinder, Stacey E. Jacobsen,
William F. Maxwell & Kumar Venkataraman, Overallocation and
Secondary Market Outcomes in Corporate Bond Offerings (April 29,
2022), SMU Cox School of Business Research Paper No. 20-04,
available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3611056. The authors developed a sample of
5,573 bond offerings that were issued between 2010 and 2018, based
upon primary allocation data collected through TRACE. They found
that only 10 firms were syndicate managers and that the most
frequent bookrunners (manager and co-managers) were large firms.
This finding is consistent with FINRA's findings from its outreach
efforts.
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    To assess the magnitude of the gross revenue from underwriting
public offerings of corporate debt, FINRA calculated that, on average
each year between 2019 and 2021, there were 41,756 U.S. dollar-
denominated corporate debt offerings (excluding 144A offerings) with an
average amount of $3.5 trillion raised (see Table 1). Investment grade
corporate debt offerings account for 49 percent of the total issued
amount, and high yield and non-rated corporate debt offerings account
for the remainder (see Table 1).\16\ A recent study estimates that the
average gross underwriting spread is 0.65 percent for investment grade
debt securities and 1.42 percent for high yield debt securities.\17\
Using these

estimates, FINRA estimates that the gross revenue from underwriting
public offerings of corporate debt (excluding 144A offerings) would be
at least $36 billion per year.\18\ Underwriting revenue, net of
expenses, is distributed to syndicate members.
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    \16\ While members are required to report revenue from
underwriting on Financial and Operational Combined Uniform Single
(``FOCUS'') and Supplemental Statement of Income (``SSOI'') reports,
the data is in aggregate form and thus we are unable to determine
underwriting revenue for public offerings of corporate debt
securities.
    \17\ The gross revenue from an underwriting is the difference
between the price the syndicate pays the issuer for the securities
and the initial price at which the syndicate sells the securities to
the public, also called the ``gross underwriting spread.'' The
spread generally accounts for management fees paid to lead
underwriters, underwriting fees and the sales credits paid to
syndicate members for selling the securities. As a rule, gross
revenue from a public offering is directly related to the size of
the offering.
    \18\ Research using a sample of municipal bond offerings between
1997 and 2001 found that the absence of a rating increases
underwriting gross spreads by about 40 basis points after
controlling for bond rating and other characteristics. See Alexander
W. Butler, Distance Still Matters: Evidence from Municipal Bond
Underwriting, 21(2) Rev. Fin. Stud. 763-784 (March 2008), available
at https://www.jstor.org/stable/40056834?seq=1. Information on gross
spreads for unrated corporate bonds is harder to find. One study
found the default rate among unrated institutional loans issued by
U.S. publicly owned companies was comparable to that of rated high
yield loans. See Edward I. Altman, Sreedhar T. Bharath & Anthony
Saunders, Credit Ratings and the BIS Capital Adequacy Reform Agenda,
26(5) J. Bank. Fin. 909-921 (May 2002), available at https://www.sciencedirect.com/science/article/abs/pii/S0378426601002692.
These findings indicate that the gross spread for unrated corporate
bonds is likely somewhat greater than that for high yield corporate
bonds. Based on these assumptions, the gross underwriting revenue
from public offerings of corporate debt would be at least $36B (=
0.0065 * 1.71*10[caret]12 + 0.0142 *(0.21 + 1.56)*10[caret]12).

                Table 1--TRACE-Eligible Corporate Bonds (Excluding 144A) Issued by Grade and Year
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                                                                      Total  issued amount    % of annual total
                                                Number of  offerings       (trillion $)        issued amounts
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2019..........................................                26,769                  3.10               100.00%
    Investment Grade..........................                 3,275                  1.50                 48.39
    High Yield................................                   468                  0.26                  8.45
    Non-rated.................................                23,026                  1.34                 43.15
2020..........................................                43,334                  4.22                100.00
    Investment Grade..........................                 3,828                  2.14                 50.81
    High Yield................................                   374                  0.24                  5.58
    Non-rated.................................                39,132                  1.84                 43.61
2021..........................................                55,164                  3.12                100.00
    Investment Grade..........................                 3,615                  1.48                 47.31
    High Yield................................                   275                  0.15                  4.71
    Non-rated.................................                51,274                  1.50                 47.98
Average 2019-2021.............................                41,756                  3.48                100.00
    Investment Grade..........................                 3,573                  1.71                 48.84
    High Yield................................                   372                  0.21                  6.25
    Non-rated.................................                37,811                  1.56                 44.92
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Source: Bloomberg for TRACE-eligible Corporate Bonds.

    Through its outreach efforts, FINRA has heard that the settlement
of syndicate accounts for corporate debt offerings is typically
conducted at the end of the 90-day window, rather than earlier in the
window, as permitted under the current rule. FINRA also has heard,
however, that syndicate income is often known much earlier, even by the
closing date of the offering. This information is consistent with
recent research findings that, in more than 95 percent of the debt
offerings from 2016 to 2018, the debt security is priced, allocated to
investors, and starts trading in the secondary market all within the
same day.\19\ Thus, a large part of syndicate income can be accounted
for within days after the date of issuance.\20\
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    \19\ See Liying Wang, Lifting the Veil: The Price Formation of
Corporate Bond Offerings, 142(3) J. Fin. Econ. 1340-1358 (December
2021), available at https://www.sciencedirect.com/science/article/abs/pii/S0304405X2100307X.
    \20\ FINRA understands that, in the absence of an overallotment
option, syndicate managers may over-allocate an offering to
stabilize secondary market prices--effectively creating a syndicate
short position. Profits or losses from these transactions are
considered part of a syndicate's revenues or expenses and depend on
secondary market price movements, which cannot be estimated before
the public offering. Research has found, however, that average
profit/loss from covering overallocations relative to corporate debt
underwriting revenue is very small, and most of the overallocations
are offset within a few days of the date of issuance. Bessembinder
et al. (2022) found that over 70 percent of the issues with
overallocations in their sample are offset within two days after
issuance and by day 15 about 80 percent of the issues have the
overallocation fully offset. See supra note 15. According to the
authors, the mean net position for covering overallotment short-
transactions and round-trip trades in the secondary market ranges
from a $240,967 loss per high-yield issue with a large
overallocation to a $161,578 gain per high-yield issue with a
smaller overallocation.
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    Through its outreach efforts, FINRA understands that syndicate
expenses are also generally known within 90 days following the
syndicate settlement date. However, syndicate managers sometimes
receive invoices after 90 days. Certain expenses, such as legal fees
and covering overallotment short transactions, take time to realize and
are difficult to estimate as they might depend on another party or
market movements. Invoices received after the final settlement of
syndicate accounts result in resettlements. FINRA understands that
syndicate managers prefer to avoid this scenario as much as possible.
Data on the prevalence of resettlements after 90 days is unavailable,
but some public comments submitted in response to the Notice suggest
that they are infrequent.
Economic Impacts
    Under the proposed rule change, syndicate members would receive 70
percent of the gross receivables due to them within 30 days following
the syndicate settlement date and any final balance due within 90 days.
The proposed rule change could impact firms of different sizes that
participate in corporate debt offerings in different ways, as explained
further below. The aggregate impact is less clear, as it depends upon
the extent of long-term competitive benefits and short-term cost
increases. If competition increases in the market for corporate debt
offerings in the long term, investors may also benefit from improved
pricing.
Anticipated Benefits
    FINRA expects that the proposed rule change could reduce a number
of risks associated with syndicate debt issuance, including
counterparty and liquidity risk. Remitting revenues earned from the
offering to syndicate members more quickly would reduce counterparty
risk to syndicate members. The reduction in

counterparty risk would depend on the financial capacity of the
syndicate manager--where the syndicate manager is smaller or more
financially constrained, the reduction in counterparty risk will likely
be greater. In addition, a shorter syndicate settlement timeframe would
result in providing syndicate members with earlier access to capital
and improve the member's liquidity position where their own net capital
is limited. Members may therefore be exposed to lower liquidity risk.
The extent of this benefit would depend on the relative magnitude of
syndicate receivables to the firm's liquidity position and the strength
of the liquidity position itself.
    FINRA expects that these potential benefits would be more
pronounced for firms with lower capital levels. For instance, firms
that do not have sufficient capital to engage in other business
activities due to the length of the current settlement period may reap
greater benefits from the proposed rule change. Syndicate members
exposed to higher counterparty default risk may also disproportionately
bear the risks associated with longer final settlement times. To the
extent that smaller firms tend to have lower capital levels, the
proposed rule change will benefit smaller firms by providing additional
capital to engage in other business activities and manage default risk.
    The proposed rule change is expected to have positive effects on
competition and efficiency in the corporate debt underwriting market to
the extent that the anticipated syndicate receivables constrain a
firm's liquidity position. Alleviation of liquidity constraints would
create opportunities for the syndicate members to participate in new
offerings and enhance their ability to compete with other firms,
maintain business operations or use the funds for other purposes. This
may reduce barriers to entering the corporate debt underwriting market
and could ultimately result in an increase in the supply of
underwriters and lower costs for corporate debt issuers and investors.
Lowering costs to issuers and investors may increase the size and
frequency of new corporate debt offerings, benefiting all member firms
engaged in the underwriting process. However, the extent of this
potential gain in market competitiveness cannot be fully and accurately
estimated.
    As the syndicate manager would be required to remit a large part of
the revenue to the syndicate members sooner, the proposed rule change
could lead to a transfer of some of the interest earned on the
syndicate's underwriting revenue--i.e., from the syndicate manager to
other syndicate members. The magnitude of such benefit is positively
correlated with the interest rate environment. Under the proposed rule
change, if part of the underwriting revenue is paid earlier, the
syndicate manager would forego the earned interest on the amount to be
distributed to syndicate members over the 60-day period--the difference
between the 90-day baseline and proposed 30-day timeframe for the first
payment of the underwriting revenue. Other syndicate members would have
the opportunity to earn that interest where they do not have a better
economic use for the capital.
    Finally, FINRA does not expect the proposed rule change to increase
the frequency of resettlements. The maximum time to final syndicate
settlement under the proposed rule change, 90 days, is the same as
under the baseline, and nothing in the proposed rule change would make
it more difficult for parties to provide timely invoices of expenses
relative to the baseline.
Anticipated Costs
    FINRA believes the proposed rule change may result in additional
one-time and ongoing direct costs to member firms that serve as
syndicate managers in public offerings of corporate debt. These firms
will need to adapt their internal policies and procedures as well as
their accounting, compliance, and supervision and management systems to
accommodate a two-stage syndicate account settlement cycle. Firms may
also adopt better technology and greater automation of accounting and
recordkeeping processes. Firms may also need to hire additional staff
depending on how settlement cycles on multiple offerings overlap. The
magnitude of such associated costs, specifically staff and related
human and technology resources, could increase as the volume and
frequency of offerings in which firms participate as syndicate managers
increases. Syndicate managers could absorb such costs or pass them on
to the syndicate members or the issuers.
    FINRA believes that the adoption of MSRB Rule G-11 provides a
useful case study for understanding the potential costs of the proposed
rule change. Both commenters that supported and those more critical of
the FINRA rule proposal set forth in Regulatory Notice 21-40 discussed
comparisons between the offering process for municipal bonds versus
corporate bonds. Opponents argued that, because the process for
corporate bond offerings is more complex than that for municipal bonds,
experience with the 30-day settlement period for municipal bond
offerings is not directly relevant to corporate bond offerings.
However, when the MSRB Rule G-11 amendment was proposed to shorten the
deadline for municipal bond syndicate account settlement from 60 days
to 30 days, similar opposing arguments were raised. Specifically,
commenters noted uncertain expenses in complex issuances, the inability
to obtain counsel bills and invoices within 30 days, and the fact that
some bonds might take longer than 30 days to sell.\21\ The amendment to
MSRB Rule G-11 became effective in 2009 and market participants were
able to implement necessary changes to adapt to the new timeline. While
a transition in syndicate settlement timeframes involves costs, FINRA
believes that the long-term benefits of shortening the settlement
timeframe would outweigh the costs.
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    \21\ See 74 FR 41771, supra note 10.
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Alternatives Considered
    In developing the proposed rule change, FINRA considered
alternatives to the two-stage syndicate settlement approach.
Specifically, FINRA considered requiring syndicate accounts to be fully
settled within 30 days. FINRA also considered a 45-day settlement
period instead of 30 days. These alternatives could deliver some
benefits as well as carry some costs in comparison with the current
proposed rule change. FINRA believes that the proposed approach is
appropriate at this time because it balances the goals of reducing
exposure of syndicate members to the credit risk of the syndicate
manager during the pendency of account settlements and providing
syndicate members with earlier access to the funds earned from an
offering, with preserving the ability of syndicate managers to
effectively run the settlement process and thereby limit resettlements.

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

    The proposed rule change was published for comment in Regulatory
Notice 21-40 (``Notice''). FINRA received 12 comment letters in
response to the Notice.\22\ A copy of the Notice is attached as Exhibit
2a. A list of the comment letters received in response to the Notice is
attached as Exhibit 2b. Copies of the comment letters received in
response to the Notice are attached as Exhibit 2c. Of the 12 comment
letters received, eight were in favor of the

proposal set forth in the Notice and four were opposed. In the Notice,
FINRA proposed to reduce the timeframe for the final settlement of
syndicate accounts in a public offering of corporate debt securities
from 90 days to 30 days following the syndicate settlement date. FINRA
has considered the comment letters received and engaged in further
discussions with a wide variety of industry members. As a result, FINRA
has revised the proposal to instead provide for a two-stage syndicate
account settlement process, as described above. The comments received
in response to the approach described in the Notice are summarized
below.
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    \22\ All references to commenters are to the comment letters as
listed in Exhibit 2b.
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1. Reduction of Syndicate Settlement Timeframe to 30 Days
    BDA supported the proposal to reduce the timeframe for the final
settlement of syndicate accounts in a public offering of corporate debt
securities from 90 days to 30 days, stating it would provide the
following economic benefits: (1) lessen the risk that a syndicate
manager could become insolvent before syndicate members receive
payment; (2) provide quicker access to the revenues earned from an
offering (and thereby lower barriers for broker-dealers to enter the
corporate debt underwriting market); and (3) reduce the amount of
interest lost by syndicate members while the funds are held in the
syndicate account.
    BDA also expressed support by noting that various technological
advances that have emerged since 1987, such as electronic order entry
and accounting systems, facilitate faster syndicate settlements. BDA
further noted support for the proposal by stating that there are not
substantial differences between syndicate management and accounting for
municipal versus corporate debt offerings that would justify the 90-day
timeframe for corporates, including in the areas of multiple lead
managers, cross-border offerings, the complexity of the legal issues
involved, investor carve-out letters, and asset-backed securities. In
addition, BDA stated that overallotments (which effectively do not
exist in corporate bond transactions), travel expensing, and vendor
billing also present no impediments to a 30-day settlement timeframe.
    Castle Oak, InspereX, Loop Capital, SWS, and R. Seelaus supported
the proposal, stating it would provide the following economic benefits:
(1) lessen the risk that a syndicate manager could become insolvent
before the payment of deal revenue to syndicate members; (2) provide
quicker access to the revenues earned from an offering, which would
allow syndicate members to conduct more business, including additional
new-issue underwritings and secondary market trading; and (3) reduce
the amount of interest lost by syndicate members while the funds are
held in the syndicate account. ASA also supported the proposal, stating
that it would provide syndicate members quicker access to the revenues
earned from an offering. These commenters, except for Loop Capital,
also supported the proposal by noting that there have been significant
technological and logistical improvements in the past 35 years that
have made the process of settling syndicate accounts cheaper and
faster. Loop Capital noted support for the proposal by stating that,
based on its experience, shortening the settlement period to 30 days
would not present substantive challenges to firms that serve as
syndicate managers.
    On the other hand, Mizuho opposed the proposal described in the
Notice, expressing concern regarding the feasibility of a syndicate
manager receiving, reviewing, and approving all expenses within a 30-
day window. Mizuho also stated that a 30-day account settlement
timeframe would take firms some time to implement and would result in a
loss of revenue for firms if done too soon.
    Cleary also opposed the proposal, stating that the reduction of the
syndicate account settlement period to 30 days would require syndicate
managers to hire and train a significant number of additional employees
to complete the settlement process within this shortened timeframe.\23\
Cleary noted that these additional costs would be passed on to the
syndicate, which would reduce the net earnings of syndicate members.
Cleary also opposed the proposal because a reduction of the settlement
period would result in more frequent resettlements, which is a
burdensome process. In addition, Cleary argued that the technological
advances that have enabled a 30-day settlement process for municipal
debt offerings cannot be expected to expedite, to the same degree, the
settlement process for corporate debt offerings. In this regard, Cleary
stated that the syndicate settlement process for corporate debt
offerings is more complex and involves more manual inputs, many of
which are beyond the control of syndicate managers, than the settlement
process for municipal debt offerings.
---------------------------------------------------------------------------

    \23\ Cleary submitted its comment letter on behalf of BofA
Securities, Inc., Barclays Capital Inc., Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities
Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities
LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS
Securities LLC, and Wells Fargo Securities, LLC.
---------------------------------------------------------------------------

    Cleary also opposed the proposal by asserting that there are a
number of important differences between the settlement mechanics of
corporate versus municipal debt offerings that make corporate debt
offerings not amenable to a 30-day settlement period. According to
Cleary, these differences include: (1) corporate bond offerings
generally involve multiple lead managers; (2) syndicates in corporate
debt offerings routinely engage in aftermarket support; (3) expenses in
corporate debt offerings are not known up front; (4) corporate bonds
are offered outside the United States; (5) corporate bond offerings do
not have fixed legal fees; and (6) delivery of investor carve-out
letters occurs after closing in corporate bond offerings.
2. Alternatives to a 30-Day Syndicate Account Settlement Requirement
    Commenters discussed several potential alternatives to reducing the
syndicate account settlement timeframe to 30 days.\24\ As discussed
above, one potential alternative was a two-stage approach, whereby the
syndicate manager would be required to remit a specified percentage of
the syndicate proceeds to syndicate members within 30 days and would be
permitted to retain a portion to cover expenses for an additional
period of time. Mizuho expressed support for revising the syndicate
account settlement timeframe by either implementing a two-stage--50/
50--syndicate account settlement approach or by shortening the
syndicate settlement timeframe in incremental steps rather than a
sudden reduction to 30 days. Cleary also supported implementing a two-
stage--50/50--syndicate account settlement approach, stating that it
would more quickly provide to syndicate members the revenues earned
from an offering and also allow syndicate managers to retain a
sufficient amount of syndicate funds to effect timely and accurate
settlements.
---------------------------------------------------------------------------

    \24\ BDA, Cleary, Mizuho, SIFMA.
---------------------------------------------------------------------------

    SIFMA supported a two-stage--70/30--syndicate account settlement
approach for corporate debt offerings because it provides for payment
within 30 days of a very large percentage of the net compensation
ultimately payable to syndicate members and preserves the ability of
syndicate managers to effectively manage the settlement process. SIFMA
stated that it had received input on this alternative from broker-
dealers that frequently act as syndicate managers as well as other

broker-dealers that routinely act as syndicate members, and that all of
these constituencies fully support this alternative.
    While BDA initially opposed a two-stage syndicate account
settlement approach as an alternative to the proposal, BDA subsequently
expressed support for a two-stage--70/30--syndicate account settlement
approach, stating that it was a more practical way to shorten the time
to provide compensation to syndicate members.\25\ According to BDA, the
70/30 approach would strike an appropriate balance between ensuring
that syndicate members have ready access to their funds and minimizing
the number of resettlements. In addition, BDA asserted that this
approach would benefit investors by encouraging broader syndicate
membership and making new-issue corporate bonds available to customers
of a wider group of broker-dealers.
---------------------------------------------------------------------------

    \25\ BDA submitted three comment letters in response to the
Notice.
---------------------------------------------------------------------------

    FINRA has modified the approach that was described in the Notice to
instead adopt a two-stage--70/30--syndicate account settlement
approach. FINRA believes that the proposed two-stage--70/30--approach
is preferable to a two-stage 50/50 approach because it provides for a
larger up-front payment with a smaller reserve amount and should not
significantly increase the number of resettlements.
    In response to a question posed in the Notice regarding the use of
sole recourse loans as an alternative means of addressing concerns
regarding the length of the syndicate account settlement timeframe, BDA
stated that such loans are not a feasible alternative to shortening the
syndicate account settlement timeframe because such a borrowing option
does not exist generally, the lender would charge interest and thereby
require a syndicate member to incur a liability for access to its own
capital, and this alternative does not address the interest lost by
syndicate members while their funds are held in the syndicate account.
Cleary also opposed sole recourse loans as an alternative to address
the length of the syndicate account settlement period. In this regard,
Cleary stated that a syndicate manager will not know the amount
required for a sole recourse loan because the syndicate manager will
not know the net amount ultimately to be paid to each syndicate member
and, as a result, syndicate managers will not know whether the
receivable adequately secures any such loan. Cleary commented that
syndicate managers also need to treat unsecured and partly-secured
receivables as unallowable assets, and this approach therefore would
cause uncertainty with regard to net capital for syndicate managers.
    In light of the comments received and further discussions regarding
the current syndicate account settlement framework, FINRA has
determined to modify the approach that was described in the Notice and
amend FINRA Rule 11880 as described above. In this regard, FINRA
believes that the proposed amendments to FINRA Rule 11880 most directly
and fairly balance the goals of reducing exposure of syndicate members
to the credit risk of the syndicate manager during the pendency of
account settlements and providing syndicate members with earlier access
to the funds earned from an offering with preserving the ability of
syndicate managers to effectively run the settlement process and
thereby limit resettlements. After gaining experience with the two-
stage--70/30--syndicate account settlement approach, FINRA will
consider whether to reduce the 90-day time period for final settlement
to align with the MSRB timeframe.
3. Definition of Corporate Debt Security
    In the Notice, FINRA proposed defining a ``corporate debt
security'' as a type of ``TRACE-Eligible Security'' that is U.S.
dollar-denominated and issued by a U.S. or foreign private issuer. BDA
and Loop Capital expressed support for the definition of ``corporate
debt security'' proposed in the Notice by stating that it generally
captures the universe of corporate bonds for which a move to a 30-day
settlement timeframe would be easily achievable. Mizuho similarly
expressed support for the definition of ``corporate debt security''
proposed in the Notice. BDA and Loop Capital specifically suggested
that the definition should include securitized products as defined in
FINRA Rule 6710(m), because the process for managing the syndicate
account, paying vendors, and releasing deal revenue to comanagers is
virtually the same for both corporate bonds and publicly offered
securitized products.
    However, Cleary opposed including asset-backed securities in the
definition and stated that those securities are often composed of
multiple tranches, and offerings of these securities often navigate
novel, multi-jurisdictional legal issues. FINRA has determined that it
is appropriate that the proposed modifications to the syndicate account
settlement process also apply to public offerings of corporate debt
securities that are securitized products. Therefore, the proposed
definition of ``corporate debt security'' in Rule 11880 would include
securitized products.
4. Public Offerings of Equity Securities
    In response to a question posed in the Notice regarding whether the
period permitted for the final settlement of syndicate accounts for
public offerings of corporate equity securities should be shortened,
Cleary stated that the time period should not be less than 90 days
because equity offerings are likely to be more complicated than debt
offerings, including requiring more diligence and marketing. Mizuho
also opposed reducing the timeframe for settling equity syndicate
accounts from 90 days to 30 days. However, Loop Capital argued that the
time period for settling equity syndicate accounts should be reduced
from 90 days and supported the adoption of a two-stage approach for
such offerings. FINRA has determined at this time not to propose an
amendment to reduce the syndicate account settlement timeframe for
equity offerings.

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 up to 90 days of such
date (i) as the Commission may designate if it finds such longer period
to be appropriate and publishes its reasons for so finding or (ii) as
to which the self-regulatory organization consents, the Commission
will:
    (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-FINRA-2022-025 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-2022-025. 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 website (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 website 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-2022-025 and should be submitted
on or before September 8, 2022.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
---------------------------------------------------------------------------

    \26\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17745 Filed 8-17-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 128 (Tuesday, July 3, 2018)]
[Rules and Regulations]
[Pages 31052-31054]
[FR Doc No: 2018-14243]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket Number USCG-2018-0332]
RIN 1625-AA00

Safety Zone; Lower Tchefuncte River, Madisonville, LA

AGENCY: Coast Guard, DHS.

ACTION: Temporary final rule.

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SUMMARY: The Coast Guard is establishing a temporary safety zone for
certain navigable waters of the

Tchefuncte River. This action is necessary to provide for the safety of
persons, vessels, and the marine environment near Madisonville, LA,
during a fireworks display on July 4, 2018. This regulation prohibits
persons and vessels from being in the safety zone unless authorized by
the Captain of the Port Sector New Orleans or a designated
representative.

DATES: This rule is effective from 8 p.m. through 9 p.m. on July 4,
2018.

ADDRESSES: To view documents mentioned in this preamble as being
available in the docket, go to http://www.regulations.gov, type USCG-
2018-0332 in the ``SEARCH'' box and click ``SEARCH.'' Click on Open
Docket Folder on the line associated with this rule.

FOR FURTHER INFORMATION CONTACT: If you have questions on this rule,
call or email Lieutenant Commander Howard Vacco, Sector New Orleans,
U.S. Coast Guard; telephone<PHONE_NUMBER>, email
[email protected].

SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
COTP Captain of the Port Sector New Orleans
DHS Department of Homeland Security
FR Federal Register
MM Mile marker
NPRM Notice of proposed rulemaking
Sec.  Section
U.S.C. United States Code

II. Background Information and Regulatory History

    On April 4, 2018, Geaux Pyro, notified the Coast Guard that it
would be conducting a fireworks display from 8 p.m. through 8:30 p.m.
on July 4, 2018, for a July 4th celebration. The fireworks are to be
launched from a barge on the Tchefuncte River, at approximate position
30[deg]24'11.63'' N, 090[deg]09'17.39'' W, in front of the Madisonville
Town Hall. In response, on April 17, 2018, the Coast Guard published a
notice of proposed rulemaking (NPRM) titled ``Safety Zone; Lower
Tchefuncte River, Madisonville, LA'' (83 FR 16815). There we stated why
we issued the NPRM, and invited comments on our proposed regulatory
action related to this fireworks display. During the comment period
that ended May 17, 2018, we received no comments.

III. Legal Authority and Need for Rule

    The Coast Guard is issuing this rule under authority in 33 U.S.C.
1231. The Captain of the Port Sector New Orleans (COTP) has determined
that potential hazards associated with the fireworks to be used in this
July 4, 2018 display will be a safety concern for anyone within a 100-
yard radius of the fireworks barge. The purpose of this rule is to
ensure safety of persons, vessels, and the marine environment before,
during, and after the scheduled event.

IV. Discussion of Comments, Changes, and the Rule

    As noted above, we received no comments on our NPRM published April
17, 2018. There are no changes in the regulatory text of this rule from
the proposed rule in the NPRM.
    This rule establishes a temporary safety zone from 8 p.m. through 9
p.m. on July 4, 2018. The safety zone would cover all navigable waters
of the Tchefuncte River within 100-yards of a barge at approximate
position 30[deg]24'11.63'' N, 090[deg]09'17.39'' W, in front of the
Madisonville Town Hall in Madisonville, LA. The duration of the zone is
intended to ensure the safety of vessels and these navigable waters
before, during, and after the scheduled 8 p.m. to 8:30 p.m. fireworks
display. No vessel or person would be permitted to enter the safety
zone without obtaining permission from the COTP or a designated
representative. A designated representative is a commissioned, warrant,
or petty officer of the U.S. Coast Guard assigned to units under the
operational control of USCG Sector New Orleans.
    Vessels requiring entry into this safety zone must request
permission from the COTP or a designated representative. They may be
contacted on VHF-FM Channel 16 or 67 or by telephone at<PHONE_NUMBER>.
Persons and vessels permitted to enter this safety zone must transit at
their slowest safe speed and comply with all lawful directions issued
by the COTP or a designated representative. The COTP or a designated
representative will inform the public through Broadcast Notices to
Mariners of any changes in the planned schedule.

V. Regulatory Analyses

    We developed this rule after considering numerous statutes and
Executive orders related to rulemaking. Below we summarize our analyses
based on a number of these statutes and Executive orders, and we
discuss First Amendment rights of protestors.

A. Regulatory Planning and Review

    Executive Orders 12866 and 13563 direct agencies to assess the
costs and benefits of available regulatory alternatives and, if
regulation is necessary, to select regulatory approaches that maximize
net benefits. Executive Order 13771 directs agencies to control
regulatory costs through a budgeting process. This rule has not been
designated a ``significant regulatory action,'' under Executive Order
12866. Accordingly, this rule has not been reviewed by the Office of
Management and Budget (OMB), and pursuant to OMB guidance it is exempt
from the requirements of Executive Order 13771.
    This regulatory action determination is based on the size and
duration of the temporary safety zone. This temporary safety zone is
for only one hour and will only encompass a 100-yard section on the
Tchefuncte River. Moreover, the Coast Guard will issue a Broadcast
Notice to Mariners (BNM) via VHF-FM marine channel 16 about the zone,
and the rule allows vessels to seek permission to enter the zone.

B. Impact on Small Entities

    The Regulatory Flexibility Act of 1980, 5 U.S.C. 601-612, as
amended, requires Federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000. The Coast Guard received no comments from the Small Business
Administration on this rulemaking. The Coast Guard certifies under 5
U.S.C. 605(b) that this rule will not have a significant economic
impact on a substantial number of small entities.
    While some owners or operators of vessels intending to transit the
safety zone may be small entities, for the reasons stated in section
IV.A above, this proposed rule would not have a significant economic
impact on any vessel owner or operator.
    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this rule. If the rule would affect your
small business, organization, or governmental jurisdiction and you have
questions concerning its provisions or options for compliance, please
contact the person listed in the FOR FURTHER INFORMATION CONTACT
section.
    Small businesses may send comments on the actions of Federal
employees who enforce, or otherwise determine compliance with, Federal
regulations to the Small Business and Agriculture Regulatory
Enforcement Ombudsman and the Regional Small Business Regulatory
Fairness Boards. The

Ombudsman evaluates these actions annually and rates each agency's
responsiveness to small business. If you wish to comment on actions by
employees of the Coast Guard, call 1-888-REG-FAIR (1-888-734-3247). The
Coast Guard will not retaliate against small entities that question or
complain about this rule or any policy or action of the Coast Guard.

C. Collection of Information

    This rule will not call for a new collection of information under
the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).

D. Federalism and Indian Tribal Governments

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on the States, on the
relationship between the national government and the States, or on the
distribution of power and responsibilities among the various levels of
government. We have analyzed this rule under that Order and have
determined that it is consistent with the fundamental federalism
principles and preemption requirements described in Executive Order
13132.
    Also, this rule does not have tribal implications under Executive
Order 13175, Consultation and Coordination with Indian Tribal
Governments, because it does not have a substantial direct effect on
one or more Indian tribes, on the relationship between the Federal
Government and Indian tribes, or on the distribution of power and
responsibilities between the Federal Government and Indian tribes. If
you believe this rule has implications for federalism or Indian tribes,
please contact the person listed in the FOR FURTHER INFORMATION CONTACT
section.

E. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this rule will not result in
such an expenditure, we do discuss the effects of this rule elsewhere
in this preamble.

F. Environment

    We have analyzed this rule under Department of Homeland Security
Directive 023-01 and Commandant Instruction M16475.1D, which guide the
Coast Guard in complying with the National Environmental Policy Act of
1969 (42 U.S.C. 4321-4370f), and have determined that this action is
one of a category of actions that do not individually or cumulatively
have a significant effect on the human environment. This proposed rule
involves a safety zone lasting one hour that would prohibit entry
within a 100-yard radius of a barge at approximate position of
30[deg]24'11.63'' N, 090[deg]09'17.39'' W, on the Tchefuncte River. It
is categorically excluded from further review under paragraph L60(a) of
Appendix A, Table 1 of DHS Instruction Manual 023-01-001-01, Rev. 01. A
Record of Environmental Consideration supporting this determination is
available in the docket where indicated under ADDRESSES.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places or vessels.

List of Subjects in 33 CFR Part 165

    Harbors, Marine safety, Navigation (water), Reporting and
recordkeeping requirements, Security measures, Waterways.

    For the reasons discussed in the preamble, the Coast Guard amends
33 CFR part 165 as follows:

PART 165--REGULATED NAVIGATION AREAS AND LIMITED ACCESS AREAS

0
1. The authority citation for part 165 continues to read as follows:

    Authority: 33 U.S.C. 1231; 50 U.S.C. 191; 33 CFR 1.05-1, 6.04-1,
6.04-6, and 160.5; Department of Homeland Security Delegation No.
0170.1.

0
2. Add Sec.  165.T08-0332 to read as follows:

Sec.  165.T08-0332   Safety Zone; Tchefuncte River, New Orleans, LA.

    (a) Location. The following area is a safety zone: All navigable
waters of the Tchefuncte River, 100-yards around a barge at approximate
position 30[deg]24'11.63'' N, 090[deg]09'17.39'' W, in front of the
Madisonville Town Hall in Madisonville, LA.
    (b) Effective period. This section is effective from 8 p.m. through
9 p.m. on July 4, 2018.
    (c) Regulations. (1) In accordance with the general regulations in
Sec.  165.23, entry into this zone is prohibited unless specifically
authorized by the Captain of the Port Sector New Orleans (COTP) or
designated representative. A designated representative is a
commissioned, warrant, or petty officer of the U.S. Coast Guard
assigned to units under the operational control of USCG Sector New
Orleans.
    (2) Vessels requiring entry into this safety zone must request
permission from the COTP or a designated representative. They may be
contacted on VHF-FM Channel 16 or 67 or by telephone at<PHONE_NUMBER>.
    (3) Persons and vessels permitted to enter this safety zone must
transit at their slowest safe speed and comply with all lawful
directions issued by the COTP or the designated representative.
    (d) Information broadcasts. The COTP or a designated representative
will inform the public through Broadcast Notices to Mariners of any
changes in the planned schedule.

    Dated: June 27, 2018.
K.M. Luttrell,
Captain, U.S. Coast Guard, Captain of the Port Sector New Orleans.
[FR Doc. 2018-14243 Filed 7-2-18; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register: July 9, 2008 (Volume 73, Number 132)]
[Notices]
[Page 39352-39355]
[DOCID:fr09jy08-108]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58067; File No. SR-Amex-2008-54]

Self-Regulatory Organizations; American Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Relating to Closed-End Fund of
Hedge Fund Listing Requirements

June 30, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on June 27, 2008, the American Stock Exchange LLC (``Amex'' or the
``Exchange'') 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 the Exchange. 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to adopt ``generic'' listing standards for
closed-end management investment companies (``Closed-End Funds'') of
hedge funds (``Hedge Funds''). The text of the proposed rule change is
below. [Bracketing] indicates text to be deleted and italics indicate
text to be added.
* * * * *

Section 101 of the Company Guide

    (a) through (e) No Change
    (f) Closed-End Management Investment Companies--(1)The Exchange
will generally authorize the listing of a closed-end management
investment company registered under the Investment Company Act of 1940
(a ``Closed-End Fund'') that meets the following criteria: (i)[(1)]
Size--market value of publicly held shares or net assets of at least
$20,000,000; or (ii)[(2)] A Closed-End Fund which is part of a group of
Closed-End Funds which are or will be listed on the Exchange, and which
are managed by a common investment adviser or investment advisers who
are ``affiliated persons'' as defined in Section 2(a)(3) of the
Investment Company Act of 1940 as amended (the ``Group''), is subject
to the following criteria:
    (A)[i.] The Group has a total market value of publicly held shares
or net assets of at least $75,000,000;

    (B)[ii.] The Closed-End Funds in the Group have an average market
value of publicly held shares or net assets of at least $15,000,000;
and
    (C)[iii.] Each Closed-End Fund in the Group has a market value of
publicly held shares or net assets of at least $10,000,000.
    (iii)[(3)] Distribution--See Section 102(a).
    (2) Closed-End Fund of ``Hedge'' Funds. A Closed-End Fund of Hedge
Funds for purposes of this provision means a Closed-End Fund that
invests in one or more ``Hedge Funds'' as defined in subparagraph (3)
below and may include other securities and/or assets. In addition to
the requirements set forth above in subparagraph (1) to Section 101(f)
of the Company Guide, a Closed-End Fund of Hedge Funds is required to
meet the following requirements:
    (i) Net Asset Value. In order for a Closed-End Fund of Hedge Funds
to be listed by the Exchange, the Closed-End Fund is required to
provide for the calculation and prompt public dissemination of its net
asset value (``NAV'') on at least a weekly basis.
    (ii) Underlying Hedge Funds. A Closed-End Fund of Hedge Funds is
permitted to invest only in underlying Hedge Funds that provide for
weekly, valuation reports prepared by an unaffiliated, independent
third party. The underlying Hedge Fund and the Closed-End Fund or the
registered investment adviser on behalf of the Closed-End Fund must
enter into a contractual relationship whereby the underlying Hedge Fund
agrees to provide the weekly valuation reports to the Closed-End Fund.
    (iii) Information Dissemination. A Closed-End Fund must
contractually agree to publicly disseminate any material information
that an underlying Hedge Fund makes available to its investors. Such
material information shall be publicly disseminated at the same time
such information is provided to the underlying Hedge Fund's investors.
    (3) Definition of Hedge Fund. A ``Hedge'' Fund for purposes of this
Section 101(f) of the Company Guide means a trust, corporation or
similar entity that would be an investment company under section 3(a)
of the Investment Company Act of 1940 (the ``1940 Act'') but for the
exception provided from that definition by either sections 3(c)(1) or
3(c)(7) of the 1940 Act.
* * * * *

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 comments 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
    The purpose of this proposal is to adopt specific listing criteria
for Closed-End Funds \3\ that substantially invest their assets in
underlying ``Hedge Funds.'' A ``Hedge Fund'' for purposes of this
proposal is defined in proposed Section 101(f)(3) of the Amex Company
Guide (the ``Company Guide'') as a trust, corporation or similar entity
that would be an investment company under section 3(a) of the
Investment Company Act of 1940 (the ``1940 Act'') but for the exception
provided from that definition by either sections 3(c)(1) or 3(c)(7) of
the 1940 Act.
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    \3\ Section 5(a) of the Investment Company Act of 1940 defines a
``closed-end'' company as any management company other than an open-
end company. An ``open-end company'' means a management company
which is offering for sale or has outstanding any redeemable
security of which it is the issuer. Closed-end funds generally issue
a limited number of shares and are under no obligation to redeem the
shares outstanding as is the case of an open-end fund. Shares of
closed-end funds typically are listed and traded on a stock
exchange. Accordingly, similar to stock of other publicly traded
companies, share prices of closed-end funds are determined by the
pressures of supply and demand rather than by the value of the
underlying assets.
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    Section 3(c)(1) of the 1940 Act exempts from the definition of an
investment company any issuer whose outstanding securities are
beneficially owned by not more than 100 persons and which is not making
and does not presently propose to make a public offering of its
securities. Section 3(c)(7) of the 1940 Act generally exempts any
issuer, the outstanding securities of which are owned exclusively by
persons who, at the time of acquisition of such securities, are
qualified purchasers, and which is not making and does not at that time
propose to make a public offering of such securities. Section 3(c)(7)
also provides an exception to issuers if in addition to qualified
purchasers, outstanding securities of that issuer are beneficially
owned by not more than 100 persons who are not qualified purchasers.\4\
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    \4\ Section 2(a)(51) of the 1940 Act defines a ``qualified
purchaser'' to mean (i) any natural person who owns not less than $5
million in investments; (ii) any company that owns not less than $5
million in investments and that is owned directly or indirectly by
or for 2 or more natural persons who are related as siblings or
spouse (including former spouses), or direct lineal descendants by
birth or adoption, spouses of such persons, the estates of such
persons, or foundations, charitable organizations, or trusts
established by or for the benefit of such persons; (iii) any trust
that is not covered by clause (ii) and that was not formed for the
specific purpose of acquiring the securities offered, as to which
the trustee or other person authorized to make decisions with
respect to the trust, and each settlor or other person who has
contributed assets to the trust, is a person described in clause
(i), (ii), or (iv); or (iv) any person, acting for its own account
or the accounts of other qualified purchasers, who in the aggregate
owns and invests on a discretionary basis, not less than $25 million
in investments.
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General Criteria for Closed-End Funds

    Closed-End Fund securities that are listed on the Exchange are
required to meet the requirements set forth in Section 101(f) of the
Company Guide. The requirements are intended to insure that each
security of a Closed-End Fund listed on the Exchange has sufficient
market value and public distribution. In this manner, the Exchange
believes that Closed-End Fund securities meeting these initial listing
requirements are by definition suitable for auction trading.
    Section 101(f) of the Company Guide provides the following criteria
for the initial listing of a Closed-End Fund security:
     A market value of publicly held shares or net assets of at
least $20,000,000; or
     A Closed-End Fund which is part of a group of Closed-End
Funds which are or will be listed on the Exchange, and which are
managed by a common investment adviser or investment advisers who are
``affiliated persons'' as defined in Section 2(a)(3) of the 1940 Act
(the ``Group''), and subject to the following criteria:
     The Group has a total market value of publicly held shares
or net assets of at least $75,000,000;
     The Closed-End Funds in the Group have an average market
value of publicly held shares or net assets of at least $15,000,000;
and
     Each Closed-End Fund in the Group has a market value of
publicly held shares or net assets of at least $10,000,000.

and

     Minimum public distribution of 500,000 shares, together
with a

minimum of 800 public shareholders or a minimum public distribution of
1,000,000 shares together with a minimum of 400 public shareholders.
The Exchange may alternatively consider the listing of a Closed-End
Fund's securities if the Closed-End Fund has a minimum of 500,000
shares publicly held, a minimum of 400 public shareholders and daily
trading volume in the issue has been approximately 2,000 shares or more
for the six months preceding the date of application. In evaluating the
suitability of an issue for listing under this trading provision, the
Exchange undertakes a review of the nature and frequency of such
trading activity and such other factors as it may determine to be
relevant in ascertaining whether such issue is suitable for auction
market trading. A security which trades infrequently will not be
considered for listing even though average daily volume amounts to
2,000 shares per day or more.
    Under the Exchange's proposal, a Closed-End Fund of Hedge Funds
would be required to meet the current initial listing standards for the
securities of Closed-End Funds as set forth in Section 101(f)(1)
through (3) of the Company Guide. In addition, the proposal would also
add additional listing requirements for the securities of a Closed-End
Fund of Hedge Funds to meet in order to be listed on the Exchange as
set forth in the Section below.

The Proposal

    The proposal seeks to revise Section 101(f) of the Company Guide to
provide that in addition to the general listing requirements for
securities of Closed-End Funds detailed above, a Closed-End Fund of
Hedge Funds is required to meet the following requirements:
     The Closed-End Fund will be required to provide for the
calculation and public dissemination of its net asset value (``NAV'')
on at least a weekly basis.
     A Closed-End Fund of Hedge Funds will be permitted to
invest only in underlying Hedge Funds that provide for weekly,
valuation reports prepared by an unaffiliated, independent third party.
     Each underlying Hedge Fund and the Closed-End Fund or the
registered investment adviser on behalf of the Closed-End Fund will
also be required to enter into a contractual relationship whereby the
underlying Hedge Fund agrees to provide the weekly valuation reports to
the Closed-End Fund.
     A Closed-End Fund of Hedge Funds will be required to
contractually agree to publicly disseminate any material information
that an underlying Hedge Fund makes available to its investors. Such
material information is required to be publicly disseminated at the
same time such information is provided to the underlying Hedge Fund's
investors.
    In connection with these proposed requirements, the Exchange would
require representations from each Closed-End Fund of Hedge Funds
consisting of (i) an obligation by the Closed-End Fund of Hedge Funds
to provide for the calculation and public dissemination of its NAV on
at least a weekly basis, (ii) a requirement that the Closed-End Fund of
Hedge Funds will invest only in underlying Hedge Funds that provide
weekly, independent valuation reports prepared by unaffiliated third
parties, and (iii) a commitment that the Closed-End Fund of Hedge Funds
has entered into a contractual relationship with the underlying Hedge
Fund whereby the Hedge Fund agrees to provide weekly valuation reports
to the Closed-End Fund. In addition, the Closed-End Fund of Hedge Funds
will also be required to provide a representation to the Exchange that
any material information that an underlying Hedge Fund makes available
to its investors will also be publicly available via a publicly
available website at the same time such information is provided to the
Hedge Fund's investors.
    The Exchange believes that the additional listing standards for
Closed-End Fund of Hedge Funds will provide alternatives to listing
markets overseas as well as the traditional over-the-counter (``OTC'')
markets. For example, the London Stock Exchange recently announced a
$500 million public offering of the BlackRock Absolute Return
Strategies Ltd which will provide investors access to BlackRock's
Appreciation Strategy of investing in pools of hedge funds.\5\ The
Exchange notes that Goldman Sachs recently announced the introduction
of a new index mutual fund that is expected to track the average return
of the hedge fund universe.\6\
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    \5\ See MarketWatch, ``BlackRock Launches IPO for London-listed
fund,'' dated March 29, 2008.
    \6\ See Ignites.com, ``Goldman Unveils '40 Act Hedge Fund for
the Masses,'' dated June 12, 2008. The Goldman Sachs Absolute Return
Tracker Fund tracks the Goldman Sachs ART Index, a benchmark created
in January 2007 to replicate the average return of approximately
4,000 hedge funds in the Lipper TASS hedge fund database. See also
Securities Act File No. 33-17619 and Investment Company Act File No.
811-05349.
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    The Exchange submits that the instant proposal would permit the
listing of the CINTRA Select Fund \7\ once the Fund's registration
statement is declared effective. The CINTRA Select Fund is a Closed-End
Fund of Hedge Funds that seeks capital appreciation through underlying
Hedge Funds that employ a variety of absolute return investment
strategies.
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    \7\ See CINTRA Select Fund, Inc. Form N-2 (Securities Act File
No. 333-96821 and Investment Company Act File No. 811-21165).
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    The Exchange believes that the adoption of the proposed Closed-End
Fund of Hedge Funds listing standards will attract additional interest
in listing and trading Closed-End Fund of ``Hedge Funds'' on the
Exchange for the benefit of investors and the marketplace. We believe
an auction-market or exchange listing venue for ``hedge fund'' products
should serve to strengthen the regulatory environment for these
products through increased transparency and regulatory oversight.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6 of the Exchange Act \8\ in general and furthers the
objectives of Section 6(b)(5) \9\ in particular in that it is designed
to prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, to foster cooperation and
coordination with persons engaged in facilitating transactions in
securities, and to remove impediments to and perfect the mechanism of a
free and open market and a national market system. The Exchange further
believes that the proposal is expected to provide investors and the
marketplace with additional exchange-listed investment opportunities,
promoting increased transparency and regulatory oversight unavailable
in the over-the-counter market.
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    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition.

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

    The Exchange did not receive any written comments on the proposed
rule change.

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

    Within 35 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 Amex consents, the Commission will:
    (A) By order approve 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 e-mail to<EMAIL_ADDRESS>Please include
File Number SR-Amex-2008-54 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-Amex-2008-54. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room, on official business
days between the hours of 10 a.m. and 3 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-
Amex-2008-54 and should be submitted on or before July 30, 2008.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-15513 Filed 7-8-08; 8:45 am]

BILLING CODE 8010-01-P