[Federal Register: July 27, 2010 (Volume 75, Number 143)]
[Notices]
[Page 44033-44037]
[DOCID:fr27jy10-142]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62539; File No. SR-FINRA-2010-029]

Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Order Approving the Proposed Rule Change To Adopt
FINRA Rule 5141 (Sale of Securities in a Fixed Price Offering) in the
Consolidated FINRA Rulebook

July 21, 2010.

I. Introduction

    On May 27, 2010, the Financial Industry Regulatory Authority, Inc.
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc.
(``NASD'')) filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposal to adopt FINRA Rule 5141 (Sale of Securities in a Fixed Price
Offering) in the consolidated FINRA rulebook and to delete NASD Rules
0120(h), 2730, 2740 and 2750, and NASD IM-2730, IM-2740 and IM-2750.
This proposal was published for comment in the Federal Register on June
21, 2010.\3\ The Commission received no comments regarding the
proposal. This order approves this proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 62299 (June 16, 2010),
75 FR 35105 (June 21, 2010) (SR-FINRA-2010-029) (``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    As part of the process of developing a new consolidated rulebook
(``Consolidated FINRA Rulebook''),\4\ FINRA proposed to adopt FINRA
Rule 5141 (Sale of Securities in a Fixed Price Offering) in the
Consolidated FINRA Rulebook and to delete NASD Rules 0120(h), 2730,
2740 and 2750, and NASD IM-2730, IM-2740 and IM-2750.
---------------------------------------------------------------------------

    \4\ The current FINRA rulebook consists of: (1) FINRA Rules; (2)
NASD Rules; and (3) rules incorporated from NYSE (``Incorporated
NYSE Rules'') (together, the NASD Rules and Incorporated NYSE Rules
are referred to as the ``Transitional Rulebook''). While the NASD
Rules generally apply to all FINRA members, the Incorporated NYSE
Rules apply only to those members of FINRA that are also members of
the NYSE (``Dual Members''). The FINRA Rules apply to all FINRA
members, unless such rules have a more limited application by their
terms. For more information about the rulebook consolidation
process, see Information Notice, March 12, 2008 (Rulebook
Consolidation Process).
---------------------------------------------------------------------------

    Proposed FINRA Rule 5141 would be a new, consolidated rule intended
to protect the integrity of fixed price offerings \5\ by ensuring that
securities in such offerings are sold to the public at the stated
public offering price or prices, thereby preventing an undisclosed
better price. The proposed rule is based in part on, and would replace,
the current fixed price offering rules (NASD Rules 0120(h), 2730, 2740
and 2750 and associated Interpretive Materials (``IMs'') 2730, 2740 and
2750).\6\ Like the current fixed price offering rules, the proposed
rule would prohibit the grant of certain preferences (e.g., selling
concessions, discounts, other allowances or various economic
equivalents) in connection with fixed price offerings of securities.
---------------------------------------------------------------------------

    \5\ NASD Rule 0120(h) defines the term ``fixed price offering''
to mean the offering of securities at a stated public offering price
or prices, all or part of which securities are publicly offered in
the United States or any territory thereof, whether or not
registered under the Securities Act of 1933. The term does not
include offerings of ``exempted securities'' or ``municipal
securities'' as those terms are defined in Sections 3(a)(12) and
3(a)(29), respectively, of the Securities Exchange Act or offerings
of redeemable securities of investment companies registered pursuant
to the Investment Company Act of 1940 which are offered at prices
determined by the net asset value of the securities. The proposed
rule change would incorporate the definition of ``fixed price
offering'' into the proposed rule in substantially identical form.
See proposed FINRA Rule 5141.04. See also Section II.B infra and
Section (C) under Item II.C in the Notice.
    \6\ The current fixed price offering rules are also known as the
Papilsky rules because of the court decision with which they are
commonly associated. See Papilsky v. Berndt, Fed. Sec. L. Rep (CCH)
] 95,627 (S.D.N.Y. June 24, 1976). For more information regarding
the background of NASD Rules 0120(h), 2730, 2740 and 2750 and the
associated IMs, see Notice to Members 81-3 (February 1981) (Adoption
of New Rules Concerning Securities Distribution Practices) (``Notice
to Members 81-3''); see also Securities Exchange Act Release No.
17371 (December 12, 1980), 45 FR 83707 (December 19, 1980) (File No.
SR-NASD-78-3).
---------------------------------------------------------------------------

A. Proposed FINRA Rule 5141

    Paragraph (a) of the proposed rule would provide that no member or
person associated with a member that participates in a selling
syndicate or

selling group \7\ or that acts as the single underwriter \8\ in
connection with a fixed price offering may offer or grant, directly or
indirectly, to any person \9\ or account that is not a member of the
selling syndicate or selling group or that is a person or account other
than the single underwriter \10\ any securities in the offering at a
price below the stated public offering price (i.e., a ``reduced
price'').\11\
---------------------------------------------------------------------------

    \7\ The terms ``selling group'' and ``selling syndicate'' are
defined in NASD Rules 0120(p) and (q), respectively. Other than to
reflect the new conventions of the Consolidated FINRA Rulebook,
FINRA did not propose to alter these two definitions.
    \8\ In response to commenter suggestion, FINRA revised the
proposed rule to clarify that it would apply to any member acting as
the single underwriter in an offering. See Section (A) under Item
II.C in the Notice; see also proposed FINRA Rules 5141(a), 5141.02
and 5141.03.
    \9\ NASD Rule 0120(n) defines ``person'' to include any natural
person, partnership, corporation, association, or other legal
entity. Other than to reflect the new conventions of the
Consolidated FINRA Rulebook, FINRA did not propose to alter this
definition.
    \10\ Proposed FINRA Rule 5141(a) is based in part on NASD Rule
2740(a), which provides, among other things, that in connection with
the sale of securities which are part of a fixed price offering a
member may not grant or receive selling concessions, discounts, or
other allowances except as consideration for services rendered in
distribution and may not grant such concessions, discounts or other
allowances to anyone other than a broker or dealer actually engaged
in the investment banking or securities business. FINRA stated that
it believes that it serves the interest of clarity for the new,
consolidated rule to specify that its requirements apply to members
of the selling syndicate or selling group, as those terms are
defined under the FINRA rulebook, or the member acting as the single
underwriter, as applicable.
    \11\ As discussed below, proposed FINRA Rule 5141.01 defines the
term ``reduced price'' for purposes of the proposed rule.
---------------------------------------------------------------------------

    Proposed FINRA Rule 5141(a) further provides that, subject to the
requirements of FINRA Rule 5130,\12\ a member of a selling syndicate or
selling group, or a member that acts as the single underwriter, would
be permitted to sell securities in the offering to an affiliated
person, provided the member does not sell the securities to the
affiliated person at a reduced price as set forth under proposed FINRA
Rule 5141.01.\13\ The requirements of the proposed rule would apply
until the termination of the offering or until a member, having made a
bona fide public offering of the securities, is unable to continue
selling such securities at the stated public offering price.\14\
---------------------------------------------------------------------------

    \12\ FINRA Rule 5130 (former NASD Rule 2790) addresses
restrictions on the purchase and sale of initial equity public
offerings. The rule generally prohibits sales to and purchases by a
broker-dealer and accounts in which a broker-dealer has a beneficial
interest.
    \13\ The proposed rule change would eliminate the general
prohibition on transactions with related persons as set forth in
current NASD Rule 2750 (subject, as already discussed, to the
requirements of FINRA Rule 5130). FINRA stated that it believes that
the new, consolidated rule serves the core purpose of the fixed
price offering rules because it prohibits the conferring of a
reduced price on a person or account that is not a member of the
selling syndicate or selling group or that is a person or account
other than the single underwriter, regardless of whether they are an
affiliated person. Accordingly, the new rule would render Rule
2750's general prohibition on related person transactions redundant.
See Section II.B infra.
    \14\ The proposed rule provides that, for purposes of the rule,
securities in a fixed price offering would be presumed salable if
the securities immediately trade in the secondary market at a price
or prices which are above the stated public offering price. This is
based in part on NASD Rule 2750(d), which provides among other
things that a member or a related person of a member is ``presumed
not to have made a bona fide public offering * * * if the securities
being offered immediately trade in the secondary market at a price
or prices which are at or above the public offering price.'' FINRA
stated that it believes that the standard set forth in the proposed
rule is clear and easily applied. See Section (F) under Item II.C in
the Notice. FINRA noted that the proposed rule does not attempt to
define ``bona fide public offering'' per se because the term ``bona
fide'' speaks for itself and, as noted in current IM-2750, any such
determination must rest on the basis of all relevant facts and
circumstances.
---------------------------------------------------------------------------

    Proposed FINRA Rule 5141(b) provides that nothing in the proposed
rule would prohibit the purchase and sale of securities in a fixed
price offering between members of the selling syndicate or selling
group.\15\
---------------------------------------------------------------------------

    \15\ FINRA stated that it believes that it serves the interest
of regulatory clarity for the new, consolidated rule to provide that
the rule does not prohibit this aspect of the underwriting process.
---------------------------------------------------------------------------

    Proposed FINRA Rule 5141.01 defines the term ``reduced price.'' The
proposed rule provides that, for purposes of the rule, ``reduced
price'' includes, without limitation, any offer or grant of any selling
concession, discount or other allowance, credit, rebate, reduction of
any fee (including any advisory or service fee), any sale of products
or services at prices below reasonable commercially available rates for
similar products and services (except for research, which, as discussed
below, is subject to proposed FINRA Rule 5141.02), or any purchase of
or arrangement to purchase securities from the person or account at
more than their fair market price in exchange for securities in the
offering.\16\ FINRA noted that the proposed rule's approach of setting
forth a definition for the term ``reduced price'' is new and is
designed, like the current fixed price offering rules, to prohibit in
comprehensive terms the direct or indirect offering of various economic
equivalents of a price below the stated public offering price. For
example, under the proposed definition of ``reduced price'' the
practice of overtrading--addressed under current NASD Rule 2730 \17\--
would be prohibited. Similarly, under the proposed definition improper
underwriting recapture--addressed under current NASD Rule 2740 \18\--
would also be prohibited.
---------------------------------------------------------------------------

    \16\ The proposed rule defines ``fair market price'' to refer
generally to a price or range of prices at which a buyer and a
seller, each unrelated to the other, would purchase the securities
in the ordinary course of business in transactions that are of
similar size and similar characteristics and are independent of any
other transaction. FINRA stated that it believes that this standard,
based in part on current NASD Rule 2730(b)(2), is straightforward
and easily applied. For further discussion, see Section (E) under
Item II.C in the Notice. Similarly, FINRA stated that it believes
that the standard ``reasonable commercially available rates for
similar products and services''--new for purposes of the proposed
rule--is clear and effective. Lastly, FINRA noted that the proposed
definition of ``fair market price'' is solely for purposes of
proposed FINRA Rule 5141 and is not intended to affect any other
provisions with respect to pricing that are set forth in FINRA
rules.
    \17\ When Rule 2730 was adopted in its current form--then
designated as Section 8 of Article III of the Rules of Fair
Practice--FINRA explained: ``An overtrade occurs when, as part of a
swap, a dealer pays more for securities purchased from an
institution than their fair market price. It also occurs if the
member acting as agent charges less than a normal commission. In
either event, the net effect of what the customer receives is a
discount from the public offering price and is therefore
prohibited.'' See Notice to Members 81-3.
    \18\ In Notice to Members 81-3, FINRA explained that Rule 2740,
then designated as Section 24 of Article III of the Rules of Fair
Practice, ``serves the twofold function of promoting the securities
distribution process and assuring that the selling concession,
discount or other allowance offered to professional broker/dealers
to facilitate the distribution of securities to investors is given,
consistent with the representations made to the public in
prospectuses, only to persons who are entitled to it. Thus, the
section prohibits the surreptitious and unfair discriminatory
granting of a discount to select investors who are in a position to
take advantage of various recapture devices.''
---------------------------------------------------------------------------

    Proposed FINRA Rule 5141.02 is based generally on NASD Rules
2740(a)(1) and (b) and IM-2740 and would preserve the allowance
permitted under those rules with respect to research services.
Specifically, the proposed rule provides that nothing in the new rule
would prohibit a member or person associated with a member that
participates in a selling syndicate or selling group, or that acts as
the single underwriter, from selling securities in the offering to a
person or account to which it has provided or will provide research,
provided the person or account pays the stated public offering price
for the securities and the research is provided pursuant to \19\ the
requirements of Section 28(e) of the Act.\20\ The proposed rule would
provide

that, like current NASD Rule 2740(b) and IM-2740, investment management
or investment discretionary services are not research. The proposed
rule further requires that any product or service provided by a member
or person associated with a member that does not qualify as research
must not confer a reduced price as set forth in proposed FINRA Rule
5141.01.
---------------------------------------------------------------------------

    \19\ FINRA made a minor revision to proposed FINRA Rule 5141.02
so as to clarify that research, in order to qualify under the
proposed rule, must be provided pursuant to the cited provision of
the Act. See Regulatory Notice 09-45 (Fixed Price Offerings) (August
2009).
    \20\ FINRA noted their belief that proposed FINRA Rule 5141.02
serves the interest of regulatory clarity by articulating the
allowance for research in straightforward and streamlined fashion.
---------------------------------------------------------------------------

    Proposed FINRA Rule 5141.03 is new and provides that transactions
between a member of a selling syndicate or selling group, or between a
single underwriter, and an affiliated person that are part of the
normal and ordinary course of business and are unrelated to the sale or
purchase of securities in a fixed price offering would not be deemed to
confer a reduced price under the rule.\21\
---------------------------------------------------------------------------

    \21\ FINRA believes that this provision is a useful
clarification that would generally protect ordinary-course business
transactions between members of a selling syndicate or selling
group, or between a single underwriter, and affiliates from being
deemed transactions that confer a reduced price (so long as such
transactions are unrelated to the sale or purchase of securities in
a fixed price offering). See Section (D) under Item II.C in the
Notice.
---------------------------------------------------------------------------

    Proposed FINRA Rule 5141.04 incorporates the current definition of
``fixed price offering'' as set forth in current NASD Rule 0120(h) with
only minor changes, primarily to reflect the new conventions of the
Consolidated FINRA Rulebook.\22\
---------------------------------------------------------------------------

    \22\ See note 5.
---------------------------------------------------------------------------

    Lastly, proposed FINRA Rule 5141.05 is new and would clarify that a
member that is an investment adviser may exempt securities that are
purchased as part of a fixed price offering from the calculation of
annual or periodic asset-based fees that the member charges a customer,
provided the exemption is part of the member's normal and ordinary
course of business with the customer and is not in connection with an
offering.

B. Deletion of NASD Rules 2730, 2740, 2750 and 0120(h) and Associated
IMs 2730, 2740 and 2750

    As noted above, proposed FINRA Rule 5141 is a new, consolidated
rule that is based in part on, and replaces, the current fixed price
offering rules (NASD Rules 2730, 2740, 2750 and 0120(h) and associated
IMs 2730, 2740 and 2750). Following are the specific requirements set
forth in the current fixed price offering rules that would be deleted
as rendered redundant or obsolete by the new, consolidated rule:
1. NASD Rule 2730 and IM-2730
    NASD Rule 2730(a) generally prohibits overtrading by providing that
a member engaged in a fixed price offering, who purchases or arranges
the purchase of securities taken in trade, must purchase the securities
at a fair market price at the time of purchase or act as agent in the
sale of such securities and charge a normal commission. NASD Rule
2730(b) defines the terms ``taken in trade,'' ``fair market price'' and
``normal commission.'' NASD Rule 2730(c) sets forth certain criteria as
to what constitutes the fair market price of securities taken in
trade.\23\ FINRA proposed to delete NASD Rules 2730(a) through (c) and
the corresponding provisions under IM-2730 because FINRA believed that
proposed FINRA Rule 5141(a) and the definitions of ``reduced price''
and ``fair market price'' set forth in proposed FINRA Rule 5141.01
would serve the purposes of the NASD provisions in more straightforward
and streamlined fashion and accordingly render them obsolete.\24\
---------------------------------------------------------------------------

    \23\ Corresponding interpretive material in the first paragraph
of IM-2730 addresses in detail, for compliance purposes, a ``safe
harbor'' for certain transactions in securities with respect to the
fair market price requirements. Corresponding interpretive materials
under ``Presumption of Noncompliance,'' ``No Presumptions'' and
``Fair Market Price at the Time of Purchase,'' all under IM-2730,
address additional fair market price-related criteria.
    \24\ See notes 16 and 17 and accompanying text.
---------------------------------------------------------------------------

    NASD Rule 2730(d) addresses how bid and offer quotations for
transactions subject to Rule 2730 must be obtained.\25\ FINRA proposed
to delete NASD Rule 2730(d) and the corresponding provisions under IM-
2730 because FINRA believed that they are rendered obsolete in view of
FINRA's proposed deletion of the other portions of NASD Rule 2730.
---------------------------------------------------------------------------

    \25\ The quotations requirements set forth in NASD Rule 2730(d)
are further elaborated by corresponding interpretive material under
``Quotations'' under IM-2730.
---------------------------------------------------------------------------

    NASD Rule 2730(e) imposes certain recordkeeping requirements. Among
other things, the rule requires a member who purchases a security taken
in trade to keep adequate records to demonstrate compliance with the
rule and to preserve the records for at least 24 months after the
transaction.\26\ FINRA proposed to delete NASD Rule 2730(e) and the
corresponding provisions under IM-2730 because FINRA believed that they
are rendered obsolete in light of FINRA's proposed deletion of the
other portions of Rule 2730 and in light of members' supervisory and
transactional recordkeeping obligations under FINRA and Commission
rules.\27\
---------------------------------------------------------------------------

    \26\ Corresponding interpretive material under ``Adequate
Records'' under IM-2730 sets forth additional requirements with
respect to recordkeeping.
    \27\ The Commission staff remind FINRA members of their
recordkeeping obligations under Rules 17a-3 and 17a-4 under the Act.
---------------------------------------------------------------------------

2. NASD Rule 2740 and IM-2740
    NASD Rule 2740(a) generally provides that in connection with a
fixed price offering, selling concessions, discounts or other
allowances may only be paid to brokers or dealers actually engaged in
the investment banking or securities business and only as consideration
for services rendered in distribution.\28\ Rule 2740(a)(1) provides
that nothing in the rule prohibits a member from selling securities in
a fixed price offering to any person or account to whom the member has
provided, or will provide, bona fide research, if the purchaser pays
the stated public offering price for the securities. Rule 2740(a)(2)
provides that nothing in the rule prohibits a member from selling
securities in a fixed price offering that the member owns to any person
at any net price which may be fixed by the member unless prevented by
agreement. FINRA proposed to delete NASD Rules 2740(a), (a)(1) and
(a)(2) and the corresponding provisions under IM-2740 because FINRA
believed that proposed FINRA Rules 5141(a), 5141.01 and 5141.02, in
combination, achieve the purpose of the NASD provisions and accordingly
render them obsolete.\29\
---------------------------------------------------------------------------

    \28\ Corresponding interpretive material in the first four
paragraphs of IM-2740 provide further elaboration of requirements
with respect to the term ``services in distribution'' and related
issues.
    \29\ See notes 10 and 18 and accompanying text.
---------------------------------------------------------------------------

    NASD Rule 2740(b) defines ``bona fide research'' to mean advice,
rendered either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing, or
selling securities, and the availability of securities or purchasers or
sellers of securities, or analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio
strategy, and performance of accounts.\30\ Rule 2740(b) and the
interpretive material under ``Bona Fide Research Exclusion'' under IM-
2740 further provide that investment

management or investment discretionary services are not bona fide
research. FINRA proposed to delete NASD Rule 2740(b) and the
corresponding provisions under IM-2740 because FINRA believed that
proposed FINRA Rule 5141.02 serves the purpose of the NASD provisions
in more straightforward and streamlined fashion and accordingly renders
them obsolete.\31\
---------------------------------------------------------------------------

    \30\ Corresponding interpretive material under ``Bona Fide
Research Exclusion'' under IM-2740 provides that the definition of
``bona fide research'' is ``substantially the same'' as the
definition of research that is set forth under Securities Exchange
Act Section 28(e)(3), and incorporates by reference Commission
guidance as to the circumstances when the exclusion for bona fide
research is available. The ``Bona Fide Research Exclusion''
interpretive material further reiterates that investment management
or investment discretionary services are not bona fide research.
Additional corresponding interpretive material under ``Indirect
Discounts'' under IM-2740 addresses products or services that fail
to qualify as bona fide research.
    \31\ See notes 19 and 20 and accompanying text.
---------------------------------------------------------------------------

    NASD Rule 2740(c) requires a member who grants a selling
concession, discount or other allowance to another person to obtain a
written agreement from that person that he or she will comply with Rule
2740. If a member grants a selling concession, discount or other
allowance to a non-member broker or dealer in a foreign country, the
rule requires that the member must obtain from that non-member an
agreement that it will comply with NASD Rules 2730 and 2750 (in
addition to Rule 2740) as if the non-member were a member, and that the
non-member will comply with NASD Rule 2420 as that rule applies to a
non-member broker-dealer in a foreign country. FINRA proposed to delete
NASD Rule 2740(c) because FINRA believed that it is sufficient to apply
the requirements of the new, consolidated rule to FINRA members. The
relationships between foreign non-members and their customers are
beyond the scope of the proposed rule change.\32\ FINRA noted that the
requirements of proposed FINRA Rule 5141 would apply to members--and
would reach any reduced prices that members offer or grant to non-
members--regardless of whether agreements to comply with rules are
obtained.\33\
---------------------------------------------------------------------------

    \32\ Underwriting terms in foreign jurisdictions vary
considerably, as do applicable regulatory requirements.
    \33\ For further discussion see Section (G) under Item II.C in
the Notice. FINRA notes that NASD Rule 2420 is being addressed
separately as part of the rulebook consolidation process. See
Regulatory Notice 09-69 (FINRA Requests Comment on Proposed
Consolidated FINRA Rule Governing Payments to Unregistered Persons)
(December 2009).
---------------------------------------------------------------------------

    NASD Rule 2740(d) requires a member that receives an order from any
person designating another broker or dealer to receive credit for the
sale to file reports with FINRA within thirty days after the end of
each calendar quarter with respect to each fixed price offering that
terminated during the quarter. The rule further specifies certain
information the reports must contain. NASD Rule 2740(e) requires a
member that is designated by its customer for the sale of securities to
keep and maintain for twenty-four months records of information similar
to that set forth in NASD Rule 2740(d). FINRA proposed to delete NASD
Rules 2740(d) and (e) because FINRA believed that they are rendered
obsolete in light of the proposed deletion of the other portions of
NASD Rule 2740 and in light of members' supervisory and transactional
recordkeeping obligations under FINRA and Commission rules.\34\
Further, FINRA noted that its regulatory programs in connection with
the proposed rule change will not require specific quarterly filings
such as those currently required pursuant to NASD Rule 2740(d).
---------------------------------------------------------------------------

    \34\ The Commission staff again remind FINRA members of their
recordkeeping obligations under Rules 17a-3 and 17a-4 under the Act.
---------------------------------------------------------------------------

3. NASD Rule 2750 and IM-2750
    NASD Rule 2750(a) provides that no member engaged in a fixed price
offering of securities is permitted to sell the securities to, or place
the securities with, any person or account which is a related person of
the member, unless the related person is itself subject to the rule or
is a non-member broker-dealer that has entered into the agreements
required under Rule 2740(c). NASD Rules 2750(b) and (c) address
criteria pertaining to the term ``related person.'' As discussed
earlier, the proposed rule change would eliminate the prohibitions
under Rule 2750(a), which FINRA believes would be redundant in light of
the proposed rule's overall protections against the conferring of a
reduced price.\35\ Accordingly, FINRA proposed to delete NASD Rule
2750(a), as well as Rules 2750(b) and (c), as FINRA believed that the
criteria pertaining to the term ``related person'' would be rendered
obsolete.
---------------------------------------------------------------------------

    \35\ See note 13 and accompanying text.
---------------------------------------------------------------------------

    NASD Rule 2750(d) provides that the rule's prohibitions do not
apply to the sale or placement of securities in a trading or investment
account of a member or a related person of a member after the
termination of the fixed price offering if the member or related person
has made a bona fide public offering of the securities.\36\ FINRA
proposed to delete NASD Rule 2750(d) and the corresponding provisions
under IM-2750 because FINRA believed that the provisions are obsolete
in light of the proposed deletion of the other portions of Rule 2750.
---------------------------------------------------------------------------

    \36\ NASD Rule 2750(d) and corresponding interpretive material
in the second paragraph under IM-2750 further set forth certain
provisions with respect to bona fide public offerings. See note 13
and accompanying text.
---------------------------------------------------------------------------

    The first paragraph of IM-2750 addresses certain conditions under
which a member that acts or plans to act as a sponsor of a unit
investment trust is deemed not to violate Rule 2750. FINRA proposed to
delete the IM provisions because FINRA believed that they are obsolete
in light of the proposed deletion of the other portions of NASD Rule
2750.
    Lastly, as noted earlier in this filing, the proposed rule change
would incorporate the definition of ``fixed price offering'' set forth
in current NASD Rule 0120(h) into the proposed rule in substantially
identical form.\37\ Accordingly, NASD Rule 0120(h) would be deleted.
---------------------------------------------------------------------------

    \37\ See note 5.
---------------------------------------------------------------------------

    FINRA will announce the effective date of the proposed rule change
in a Regulatory Notice to be published no later than 90 days following
Commission approval. The effective date will be no later than 180 days
following publication of the Regulatory Notice announcing Commission
approval.

III. Discussion and Findings

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act, and the rules
and regulations thereunder that are applicable to a national securities
association.\38\ In particular, the Commission believes that the
proposed rule change is consistent with the provisions of Section
15A(b)(6) of the Act,\39\ which requires, among other things, that
FINRA rules be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, and, in
general, to protect investors and the public interest. The Commission
believes that the proposed rule change will streamline and reorganize
the existing rules and protect the integrity of fixed price offerings
by ensuring that securities in such offerings are sold to the public at
the stated public offering price or prices, thereby preventing an
undisclosed better price.
---------------------------------------------------------------------------

    \38\ In approving this proposal, the Commission has considered
the proposed rule's impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
    \39\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\40\ that the proposed rule change (File No. SR-FINRA-2010-029) be,
and hereby is, approved.\41\
---------------------------------------------------------------------------

    \40\ 15 U.S.C. 78s(b)(2).
    \41\ 17 CFR 200.30-3(a)(12).

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

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-18301 Filed 7-26-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 83, Number 150 (Friday, August 3, 2018)]
[Notices]
[Pages 38139-38140]
[FR Doc No: 2018-16686]

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

ENVIRONMENTAL PROTECTION AGENCY

[FRL-EPA-HQ-ORD; Docket ID No. EPA-HQ-ORD-2014-0527]

Extension of Comment Period for the Availability of the IRIS
Assessment Plan for Naphthalene

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice; extension of comment period.

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

SUMMARY: The Environmental Protection Agency (EPA) is extending the
public comment period for the document titled, ``Availability of the
IRIS Assessment Plan for Naphthalene.'' The original Federal Register
document announcing the public comment period was published on July 5,
2018 (83 FR 31388). With this extension, the comment period ends on
September 5, 2018. The public science webinar will still be convened on
August 23, 2018.

DATES: The public comment period began on July 5, 2018, and is being
extended to September 5, 2018. Comments must be received on or before
September 5, 2018.

ADDRESSES: The ``Availability of the IRIS Assessment Plan for
Naphthalene'' is available via the internet on IRIS' website at https://cfpub.epa.gov/ncea/iris2/chemicalLanding.cfm?substance_nmbr=436 and in
the public docket at http://www.regulations.gov, Docket ID: EPA-HQ-ORD-
2014-0527.

FOR FURTHER INFORMATION CONTACT: For information on the public comment
period, contact the ORD Docket at the EPA Headquarters Docket Center;
telephone:<PHONE_NUMBER>; facsimile:<PHONE_NUMBER>; or email:
[email protected].
    For technical information on the draft IRIS Assessment Plan for
naphthalene, contact Dr. James Avery, NCEA;

telephone:<PHONE_NUMBER>; or email: [email protected].

SUPPLEMENTARY INFORMATION: How to Submit Technical Comments to the
Docket at http://www.regulations.gov.
    Submit your comments, identified by Docket ID No. EPA-HQ-ORD-2014-
0527 for naphthalene, by one of the following methods:
     www.regulations.gov: Follow the on-line instructions for
submitting comments.
     Email: [email protected].
     Fax:<PHONE_NUMBER>.
     Mail: U.S. Environmental Protection Agency, EPA Docket
Center (ORD Docket), Mail Code: 28221T, 1200 Pennsylvania Avenue NW,
Washington, DC 20460. The phone number is<PHONE_NUMBER>.
     Hand Delivery: The ORD Docket is located in the EPA
Headquarters Docket Center, EPA West Building, Room 3334, 1301
Constitution Avenue NW, Washington, DC 20229.
    The EPA Docket Center Public Reading Room is open from 8:30 a.m. to
4:30 p.m., Monday through Friday, excluding legal holidays. The
telephone number for the Public Reading Room is<PHONE_NUMBER>.
Deliveries are only accepted during the docket's normal hours of
operation, and special arrangements should be made for deliveries of
boxed information. If you provide comments by mail or hand delivery,
please submit three copies of the comments. For attachments, provide an
index, number pages consecutively with the comments, and submit an
unbound original and three copies.
    Instructions: Direct your comments to docket number EPA-HQ-ORD-
2014-0527 for naphthalene. Please ensure that your comments are
submitted within the specified comment period. Comments received after
the closing date will be marked ``late,'' and may only be considered if
time permits. It is EPA's policy to include all comments it receives in
the public docket without change and to make the comments available
online at www.regulations.gov, including any personal information
provided, unless a comment includes information claimed to be
Confidential Business Information (CBI) or other information for which
disclosure is restricted by statute. Do not submit information through
www.regulations.gov or email that you consider to be CBI or otherwise
protected. The www.regulations.gov website is an ``anonymous access''
system, which means EPA will not know your identity or contact
information unless you provide it in the body of your comment. If you
send an email comment directly to EPA without going through
www.regulations.gov, your email address will be automatically captured
and included as part of the comment that is placed in the public docket
and made available on the internet. If you submit an electronic
comment, EPA recommends that you include your name and other contact
information in the body of your comment and with any disk or CD-ROM you
submit. If EPA cannot read your comment due to technical difficulties
and cannot contact you for clarification, EPA may not be able to
consider your comment. Electronic files should avoid the use of special
characters, any form of encryption, and be free of any defects or
viruses. For additional information about EPA's public docket visit the
EPA Docket Center homepage at www.epa.gov/epahome/dockets.htm.
    Docket: Documents in the docket are listed in the
www.regulations.gov index. Although listed in the index, some
information is not publicly available, e.g., CBI or other information
whose disclosure is restricted by statute. Certain other materials,
such as copyrighted material, are publicly available only in hard copy.
Publicly available docket materials are available either electronically
in www.regulations.gov or in hard copy at the ORD Docket in the EPA
Headquarters Docket Center.

    Dated: July 24, 2018.
James Avery,
Acting Deputy Division Director,Integrated Risk Information System,
National Center for Environmental Assessment.
[FR Doc. 2018-16686 Filed 8-2-18; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 81, Number 183 (Wednesday, September 21, 2016)]
[Notices]
[Page 64894]
[FR Doc No: 2016-22641]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings

    Take notice that the Commission has received the following Natural
Gas Pipeline Rate and Refund Report filings:

Filings Instituting Proceedings

    Docket Number: PR16-71-000.
    Applicants: Columbia Gas of Ohio, Inc.
    Description: Tariff filing per 284.123(b)(1)/.: COH August 29 2016
SOC to be effective 8/29/2016; Filing Type: 980.
    Filed Date: 9/9/2016.
    Accession Number:<PHONE_NUMBER>51.
    Comments/Protests Due: 5 p.m. ET 9/30/16.

    Docket Numbers: RP16-1234-000.
    Applicants: Anadarko Energy Services Company.
    Description: Petition for Temporary Waivers of Capacity Release
Regulations and Policies, Request for Shortened Comment Period and
Expedited Treatment of Anadarko Energy Services Company under RP16-
1234.
    Filed Date: 9/8/16.
    Accession Number: 20160908-5232.
    Comments Due: 5 p.m. ET 9/15/16.

    Docket Numbers: RP16-1235-000.
    Applicants: Equitrans, L.P.
    Description: Section 4(d) Rate Filing: Assignment of Anja Resources
Agreement to TAPO Energy to be effective 9/1/2016.
    Filed Date: 9/9/16.
    Accession Number: 20160909-5174.
    Comments Due: 5 p.m. ET 9/21/16.

    Docket Numbers: RP16-1236-000.
    Applicants: Southern Star Central Gas Pipeline, Inc.
    Description: Section 4(d) Rate Filing: LINN--Satanta to Jayhawk
Filing to be effective 9/20/2016.
    Filed Date: 9/9/16.
    Accession Number: 20160909-5196.
    Comments Due: 5 p.m. ET 9/21/16.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: September 12, 2016.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2016-22641 Filed 9-20-16; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 134 (Monday, July 14, 2014)]
[Notices]
[Pages 40787-40788]
[FR Doc No: 2014-16431]

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

DEPARTMENT OF LABOR

Occupational Safety and Health Administration

[Docket No. OSHA-2006-0048]

NSF International: Grant of Renewal of Recognition

AGENCY: Occupational Safety and Health Administration (OSHA), Labor.

ACTION: Notice.

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

SUMMARY: This notice announces the Occupational Safety and Health
Administration's final decision granting renewal of recognition of NSF
International as a Nationally Recognized Testing Laboratory (NRTL).

DATES: The renewal of recognition becomes effective on July 14, 2014.

FOR FURTHER INFORMATION CONTACT: Information regarding this notice is
available from the following sources:
    Press inquiries: Contact Mr. Frank Meilinger, Director, OSHA Office
of Communications, U.S. Department of Labor, 200 Constitution Avenue
NW., Room N-3647, Washington, DC 20210; telephone:<PHONE_NUMBER>;
email<EMAIL_ADDRESS>    General and technical information: Contact Mr. David Johnson,
Director, Office of Technical Programs and Coordination Activities,
Directorate of Technical Support and Emergency Management, Occupational
Safety and Health Administration, U.S. Department of Labor, 200
Constitution Avenue NW., Room N-3655, Washington, DC 20210; telephone:
(202) 693-2110; email<EMAIL_ADDRESS>OSHA's Web page
includes information about the NRTL Program (see http://www.osha.gov/dts/otpca/nrtl/index.html).

SUPPLEMENTARY INFORMATION:

I. Background

    OSHA recognition of an NRTL signifies that the organization meets
the requirements specified by 29 CFR 1910.7. Recognition is an
acknowledgment that the organization can perform independent safety
testing and certification of the specific products covered within its
scope of recognition, and is not a delegation or grant of government
authority. As a result of recognition, employers may use products
properly approved by the NRTL to meet OSHA standards that require
testing and certification. OSHA maintains an informational Web page for
each NRTL that details its scope of recognition. These pages are
available from the Agency's Web site at http://www.osha.gov/dts/otpca/nrtl/index.html.
    OSHA processes applications submitted by an NRTL for renewal of
recognition following requirements in Appendix A to 29 CFR 1910.7. OSHA
conducts renewals in accordance with the procedures in 29 CFR 1910.7,
App. A, section II.C. In accordance with these procedures, NRTLs submit
a renewal request to OSHA between nine months and one year before the
expiration date of its current recognition. A renewal request includes
an application for renewal and any additional information demonstrating
its continued compliance with the terms of its recognition and 29 CFR
1910.7. If OSHA has not conducted an on-site assessment of the NRTL
headquarters and any key sites within the past 18 to 24 months, it will
schedule the necessary on-site assessments prior to the expiration date
of the NRTL's recognition. Upon review of the submitted material and,
as necessary, the successful completion of the on-site assessment, OSHA
announces its preliminary decision to grant or deny renewal in the
Federal Register and solicits comments from the public. OSHA then
publishes a final Federal Register notice responding to any comments
and renewing the NRTL's recognition for a period of five years, or
denying the renewal of recognition.
    NSF International (NSF) initially received OSHA recognition as an
NRTL on December 10, 1998 (63 FR 68309). The most recent renewal for
NSF was on August 30, 2005, for a five-year period expiring on August
30, 2010. NSF submitted a timely request for renewal, dated November
16, 2009 (see Exhibit OSHA-2006-0048-0010), and retained its
recognition pending OSHA's final decision in this renewal process. The
current address of the NSF facility recognized by OSHA and included as
part of the renewal request is NSF International, 789 Dixboro Road, Ann
Arbor, Michigan 48105.
    OSHA evaluated NSF's application for renewal and made a preliminary
determination that NSF can continue to meet the requirements prescribed
by 29 CFR 1910.7 for recognition. OSHA conducted an on-site audit of
NSF's facilities on January 29, 2014, and found non-conformances with
the requirements of 29 CFR 1910.7. NSF addressed these issues
sufficiently to meet the applicable NRTL requirements. Accordingly,
OSHA determined that it did not need to conduct an on-site review of
NSF's facilities for this request for renewal based on its evaluation
of NSF's application, the audit, and all other available information.
    OSHA published the preliminary notice announcing NSF's renewal
request in the Federal Register on April 22, 2014 (79 FR 22547). The
Agency requested comments by May 7, 2014, but received no comments in
response to this notice. OSHA now is proceeding with this final notice
to grant NSF's request for renewal of recognition.
    To obtain or review copies of the publicly available information in
NSF's application, including pertinent documents (e.g., exhibits) and
all submitted comments, contact the Docket Office, Occupational Safety
and Health Administration, U.S. Department of Labor, 200 Constitution
Avenue NW., Room N-2625, Washington, DC 20210. These materials are also
available online at http://www.regulations.gov under Docket No. OSHA-
2006-0048.

II. Final Decision and Order

    Pursuant to the authority granted under 29 CFR 1910.7, OSHA hereby
gives notice of the renewal of recognition of NSF as an NRTL. OSHA NRTL
Program staff reviewed the renewal request for NSF and other pertinent
information provided by NSF. Based on this review of the renewal
request for NSF and other available information, OSHA finds that NSF
meets the requirements of 29 CFR 1910.7 for renewal of its recognition,
subject to the specified limitation and conditions. OSHA limits the
renewal of NSF's recognition to include the terms and conditions of
NSF's scope of recognition. The scope of recognition for NSF is
available in the Federal Register notice dated December 10, 1998 (63 FR
68309), or on OSHA's Web site at http://www.osha.gov/dts/otpca/nrtl/nsf.html.

Conditions

    In addition to those conditions already required by 29 CFR 1910.7,
NSF also must abide by the following conditions of recognition:
    1. NSF must inform OSHA as soon as possible, in writing, of any
change of ownership, facilities, or key personnel, and of any major
change in its operations as an NRTL, and provide details of the
change(s);
    2. NSF must meet all the terms of its recognition and comply with
all OSHA policies pertaining to this recognition; and
    3. NSF must continue to meet the requirements for recognition,
including all previously published conditions on NSF's scope of
recognition, in all areas for which it has recognition.

III. Authority and Signature

    David Michaels, Ph.D., MPH, Assistant Secretary of Labor for
Occupational Safety and Health, 200 Constitution Avenue NW.,
Washington, DC 20210, authorized the preparation of this notice.
Accordingly, the Agency is issuing this notice pursuant to 29 U.S.C.
657(g)(2), Secretary of Labor's Order No. 1-2012 (77 FR 3912, Jan. 25,
2012), and 29 CFR 1910.7.

    Signed at Washington, DC, on July 9, 2014.
David Michaels,
Assistant Secretary of Labor for Occupational Safety and Health.
[FR Doc. 2014-16431 Filed 7-11-14; 8:45 am]
BILLING CODE 4510-26-P


[Federal Register Volume 79, Number 234 (Friday, December 5, 2014)]
[Notices]
[Pages 72221-72223]
[FR Doc No: 2014-28534]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73705; File No. SR-NASDAQ-2014-118]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify NASDAQ Rule 7001(c)

December 1, 2014.
    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 26, 2014, The NASDAQ Stock Market LLC (``NASDAQ'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') a 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.
---------------------------------------------------------------------------

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

    The Exchange proposes to modify NASDAQ Rule 7001(c) concerning
market maker participant identifier \3\ (``MPID'') fees. The Exchange
proposes to implement the proposed rule change on December 1, 2014.
---------------------------------------------------------------------------

    \3\ When applied to a market maker, sometimes referred to as a
``maker participant identifier.''
---------------------------------------------------------------------------

    The text of the proposed rule change is available at
nasdaq.cchwallstreet.com, at NASDAQ's principal office, 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, NASDAQ 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 those 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 parts of such
statements.

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

1. Purpose
    NASDAQ is proposing to amend the fees assessed under Rule 7001(c)
for MPIDs. MPIDs are special numerical identifiers assigned to certain
broker-dealers to identify the firms' transaction and quoting activity.
NASDAQ administers the assignment of MPIDs, which may be requested by a
broker-dealer for use on NASDAQ systems, reporting to Financial
Industry Regulatory Authority (``FINRA''), or a combination of the two.
NASDAQ member firms are provided with a Primary MPID upon gaining
NASDAQ membership, but may also request additional MPIDs. These
additional MPIDs are called Supplemental MPIDs and may be used by
member firms to separate orders or quotes entered into the NASDAQ
system for affiliates, segregated business units or trading desks, or
sponsored access firms. Member firms also may use Supplemental MPIDs
exclusively for reporting information to facilities of the FINRA, such
as the FINRA/NASDAQ Trade Reporting Facility.
    Under Rule 7001(c), NASDAQ provides a Primary MPID at no cost, and
Supplemental MPIDs for a fee of $1,000 per month, per additional
identifier. The Exchange also provides Supplemental MPIDs at no cost if
they are used exclusively for reporting information to facilities of
FINRA. The Exchange has not modified the fees assessed for MPIDs since
adopting Rule 7001(c) in July 2010.\4\ NASDAQ is proposing to eliminate
the distinction between Primary and Supplemental MPIDs and assess a fee
of $500 per month, per identifier. As is currently the case, NASDAQ
will not assess a fee for MPIDs used exclusively for reporting to the
facilities of FINRA. A consequence of the proposed change is that some
member firms will experience an overall fee increase. Specifically, a
member firm that currently has only one MPID (a ``Primary MPID'' under
the current rule) would now have to pay $500 per month for the MPID
under the proposed change, whereas that member firm pays nothing under
the current rule. A member firm that has two MPIDs currently, none of
which are [sic] used exclusively for reporting to the facilities of
FINRA, would experience no change in the total monthly fee assessed for
its

MPIDs.\5\ A member firm that has three or more MPIDs, none of which are
[sic] used exclusively for reporting to the facilities of FINRA, would
experience a fee reduction. The Exchange notes that its membership fees
will continue to remain lower than the analogous fees assessed by the
New York Stock Exchange for membership.\6\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 62564 (July 23,
2010), 75 FR 44830 (July 29, 2010) (SR-NASDAQ-2010-089).
    \5\ Such a member firm currently receives the Primary MPID at no
cost and the Supplemental MPID at $1,000 per month. Under the
proposed change, such a member firm would pay $500 per month for
each of the MPIDs, totaling $1,000 per month.
    \6\ The Exchange believes that the New York Stock Exchange
(``NYSE'') Trading License Fee is analogous to membership fees of
NASDAQ as they both provide access to the trading facilities of
their respective exchanges. In this regard, NYSE assesses an annual
fee of $40,000 for the first two licenses held by a member
organization, and $25,000 for each additional license. See https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Price_List.pdf. By
contrast, NASDAQ would assess the proposed monthly fee of $500 per
MPID, an annual membership fee of $3,000, and a trading rights fee
of $1,000 per month ($12,000 annually). See NASDAQ Rule 7001(a).
---------------------------------------------------------------------------

2. Statutory Basis
    NASDAQ believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\7\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\8\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among members and issuers and other persons using any
facility or system which NASDAQ operates or controls, and is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f.
    \8\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    NASDAQ believes that the proposed simplification and uniform
application of the fee assessed for MPIDs is an equitable allocation of
a reasonable fee because it removes a distinction from the rule based
on the number of MPIDs held and allocates a lower per MPID fee based
strictly on the number of MPIDs subscribed. Although the proposed rule
change reduces the per MPID fee assessed, it will result in a higher
fee for some member firms that subscribe only to a Primary MPID
currently. The Exchange believes that applying the proposed fee to all
MPIDs subscribed that are used for Exchange trading activity allocates
the fee more precisely with the benefit received. NASDAQ notes that it
incurs the same cost in administering all MPIDs, including what is
currently known as a Primary MPID. The Exchange believes that the
proposed fee is reasonable because it lowers the fee to a level that
more closely aligns the costs NASDAQ incurs in administering an
individual MPID with the fee received. NASDAQ currently provides a
Primary MPID at no cost, while Supplemental MPIDs not used exclusively
for reporting to the facilities of FINRA are assessed a fee. NASDAQ had
adopted the Supplemental MPID fees in an effort to help cover the costs
of administering MPIDs and to also bring efficiency to their use by
member firms.\9\ When it adopted the Supplemental MPID fees, NASDAQ
noted that it had observed that many member firms subscribed to
multiple MPIDs through which very little activity occurred.\10\ NASDAQ
notes that the current fee structure has had the desired effect.
Accordingly, NASDAQ now believes that reducing the per MPID fee, yet
applying it to all MPIDs, is reasonable as it better aligns the fees
assessed for MPIDs with the costs incurred by NASDAQ while also
retaining an incentive to use MPIDs efficiently. NASDAQ anticipates
that the proposed change will result in an overall increase in income
received from MPID subscription fees. The Exchange believes that it is
reasonable to adjust fees from time to time so that it can continue to
make a profit on the products and services it offers. Ensuring that its
products and services provide the Exchange with a profit allows it
continue to offer and enhance such products and services, such as
MPIDs. As noted above, the Exchange believes it is more equitable to
allocate the fees on a per MPID basis because it better aligns the fees
assessed with the costs incurred in offering MPIDs.
---------------------------------------------------------------------------

    \9\ Supra note 4.
    \10\ Id.
---------------------------------------------------------------------------

    NASDAQ also believes that the proposed rule change is not designed
to permit unfair discrimination between member firms because the
proposed fee will be assessed based on the number of MPIDs subscribed.
The Exchange notes that all member firms will be assessed a fee for
what is now considered a Primary MPID. As a consequence, member firms
that currently subscribe only to a Primary MPID and have no
Supplemental MPIDs or only Supplemental MPIDs used exclusively for
reporting to the facilities of FINRA, will experience a fee increase.
Other member firms, however, will either see no increase in fee [sic]
or experience a fee reduction under the proposed change. NASDAQ
believes that the proposed change is not unfairly discriminatory
because all subscribing member firms will be assessed a fee for what is
currently known as a Primary MPID. As noted above, all member firms
derive benefit from each MPID used in transacting on NASDAQ, and NASDAQ
is adjusting the fee to ensure that each subscribing member firm pays
for the benefit received.

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

    NASDAQ does not believe that the proposed rule changes will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.\11\ NASDAQ does not
believe that the proposed rule change places an unnecessary burden on
competition because it more equitably applies the fee among
subscribers. Specifically, the proposed change ties the fee directly to
the number of MPIDs subscribed and eliminates the free Primary MPID.
NASDAQ notes that, although all member firms will have to pay a fee for
what is currently known as a Primary MPID and some member firms will
experience a fee increase as a result of the proposed change, such a
change is appropriate because it more closely aligns the subscription
fee assessed for an MPID with the cost incurred by NASDAQ in
administering it and ensures that offering the service is profitable to
the Exchange. As discussed above, NASDAQ's membership fees remain lower
than the analogous fees of the NYSE, and membership fees are subject to
competition from other exchanges. Accordingly, if the changes proposed
herein are unattractive to market participants, it is likely that
NASDAQ will experience a decline in membership and/or order flow as a
result.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

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 change has become effective pursuant to Section
19(b)(3)(A) of the Act,\12\ and paragraph (f) \13\ of Rule 19b-4,
thereunder. 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.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)

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

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_ADDRESS>Please include
File Number SR-NASDAQ-2014-118 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2014-118. 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 such filing also will be available
for inspection and copying at the principal offices 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-NASDAQ-2014-
118, and should be submitted on or before December 26, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O' Neill,
Deputy Secretary.
[FR Doc. 2014-28534 Filed 12-4-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 222 (Monday, November 22, 2021)]
[Notices]
[Pages 66381-66382]
[FR Doc No: 2021-25544]

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

SECURITIES AND EXCHANGE COMMISSION

Sunshine Act Meetings

TIME AND DATE:  Notice is hereby given, pursuant to the provisions of
the Government in the Sunshine Act, Public Law 94-409, that the
Securities and Exchange Commission Investor Advisory Committee will
hold a public meeting on Thursday, December 2, 2021. The meeting will
begin at 10:00 a.m. (ET) and will be open to the public.

PLACE:  The meeting will be conducted by remote means and/or at the
Commission's headquarters, 100 F St. NE, Washington, DC 20549. Members
of the public may watch the webcast of the meeting on the Commission's
website at www.sec.gov.

STATUS:  This Sunshine Act notice is being issued because a majority of
the Commission may attend the meeting. On November 15, 2021, the
Commission published notice of the Committee meeting (Release Nos. 33-
11007; 34-93573), indicating that the meeting is open to the public and
inviting the public to submit written comments to the Committee.

MATTER TO BE CONSIDERED:  The agenda for the meeting includes: Opening
remarks, announcement of new officers, and announcement regarding a
disclosure subcommittee; welcome remarks; approval of previous meeting
minutes; a panel discussion regarding crypto and digital assets:
Helping to ensure investor protection and market integrity in the face
of new technologies; a panel discussion regarding the SEC's potential
role in addressing elder financial abuse issues; a discussion of a
recommendation regarding individual retirement accounts; subcommittee
reports; and a non-public administrative session.

CONTACT PERSON FOR MORE INFORMATION:  For further information and to
ascertain what, if any, matters have been added, deleted or postponed;
please contact Vanessa A. Countryman from the Office of the Secretary
at<PHONE_NUMBER>.
    Authority: 5 U.S.C. 552b.

    Dated: November 18, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-25544 Filed 11-18-21; 11:15 am]
BILLING CODE 8011-01-P