[Federal Register Volume 59, Number 134 (Thursday, July 14, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-17100]


[[Page Unknown]]

[Federal Register: July 14, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-34334; File No. SR-NYSE-94-13]

 

Self-Regulatory Organizations; New York Stock Exchange, Inc.; 
Order Approving Proposed Rule Change Relating to Interpretation to Rule 
345 Establishing a New Category of Limited Registration for Floor 
Clerks, and the Content Outline for the Examination Module for Floor 
Clerks of Members Engaged in Public Business With Professional 
Customers (Series 7B)

July 8, 1994.

I. Introduction

    On March 28, 1994, the New York Stock Exchange, Inc. (``NYSE'' or 
``Exchange'') submitted to the Securities and Exchange Commission 
(``SEC'' or ``Commission''), pursuant to section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'')\1\ and Rule 19b-4 
thereunder,\2\ a proposed interpretation to NYSE Rule 345 to establish 
a new category of limited registration for floor clerks of members 
engaged in public business with professional customers and to adopt the 
Series 7B Examination and corresponding Content Outline for the 
Examination Module for Floor Clerks of Members Engaged in Public 
Business with Professional Customers.
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    \1\15 U.S.C. 78s(b)(1) (1988).
    \2\17 CFR 240.19b-4 (1994).
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    The proposed rule change was published for comment in Securities 
Exchange Act Release No. 34033 (May 10, 1994), 59 FR 25514 (May 16, 
1994). No comments were received on the proposal. This order approves 
the proposed rule change.

II. Description of the Proposal

    The Exchange is adopting a Series 7B Examination as a subset of the 
General Securities Registered Representative Examination (``Series 7'') 
to test the knowledge of relevant securities laws and Exchange rules 
required of floor clerks of members who accept public orders only from 
professional customers, as defined in the proposal, for execution on 
the trading floor.\3\ In addition, the NYSE is amending Interpretation 
.15 to Rule 345 (``Qualifications'') to establish, as a new category of 
registration, limited registration for floor clerks who have 
successfully completed the Series 7B Examination.
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    \3\The proposal would define a professional customer to include: 
a bank; a trust company; an insurance company; an investment trust; 
a state or political subdivision thereof; a charitable or non-profit 
educational institution regulated under the laws of the United 
States or any state or pension or profit sharing plan subject to 
ERISA or of an agency of the United States, or of a state or a 
political subdivision thereof, or any person who has, or has under 
management, net tangible assets of at least sixteen million dollars.
    For purposes of the definition of professional customer, the 
term ``person'' would mean the same as that term is defined in NYSE 
Rule 2, except that it would not include natural persons.
    The Exchange states that the above definition is derived from 
the term ``designated account'' as used in NYSE Rule 431 (``Margin 
Requirements'') and interpretations thereof to describe a 
professional or sophisticated customer.
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    Currently, a floor clerk who is associated with a member and who 
takes orders from public customers must become a registered 
representative and pass the Series 7 Examination. The Exchange states 
that such public business is often limited to accepting orders from 
professional customers.\4\ The Exchange believes that the level of 
knowledge required to perform the activities engaged in by clerks who 
conduct a professional public business limited to transactions in 
listed securities on the Exchange floor is narrower in content and 
scope than that needed to conduct an overall general securities 
business with retail customers.
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    \4\Telephone conversation between Mary Ann Furlong, Director, 
Rule and Interpretive Standards, NYSE, and Louis A. Randazzo, 
Attorney, Office of Market Supervision, SEC, Division of Market 
Regulation, on June 17, 1994.
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    On July 29, 1993, the Commission approved a proposed rule change by 
the NYSE that adopted the Series 7A Examination as a module of the 
Series 7 Examination to test floor members who only accept public 
orders from professional customers.\5\ According to the Exchange, these 
floor members have requested that their floor clerks who take public 
orders solely from professional customers also be allowed to take a 
qualifying examination more appropriate to the level of knowledge 
required to serve professional customers. Consequently, the NYSE 
developed the Series 7B Examination to test the knowledge of floor 
clerks who accept public orders only from professional customers on 
behalf of members qualified to conduct business with these professional 
customers by complementing the Series 7A Examination module with 
questions on basic information required to perform floor functions.\6\
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    \5\See Securities Exchange Act Release No. 32698 (July 29, 
1993), 58 FR 41539 (August 4, 1993) (order approving File No. SR-
NYSE-93-10).
    \6\The Exchange will continue to require the successful 
completion of the Series 7 Examination for any floor clerk seeking 
to become a registered representative dealing with other than 
professional customers. In addition, any person who has successfully 
completed the Series 7 Examination will not be required to complete 
the Series 7B Examination.
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    The NYSE believes that the proposal is consistent with section 
6(c)(3)(B) of the Act. The Exchange states that, pursuant to this 
statutory obligation, it has developed examinations that are 
administered to establish that Exchange floor members and persons 
associated with such members performing specific functions have 
attained specified levels of competence and knowledge.

III. Discussion

    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 applicable to a national securities exchange, 
and in particular, with the requirements of sections 6(b)(5) and 
6(c)(3)(B) of the Act.\7\ Section 6(b)(5) requires, among other things, 
that the rules of an exchange be designed to promote just and equitable 
principles of trade, to remove impediments to and perfect the mechanism 
of a free and open market and a national market system, and, in 
general, to protect investors and the public interest. Section 
6(c)(3)(B) provides that a national securities exchange may examine and 
verify the qualifications of an applicant to become a person associated 
with a member in accordance with procedures established by the rules of 
the exchange, and require any person associated with a member, or any 
class of such persons, to be registered with the exchange in accordance 
with procedures so established.
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    \7\15 U.S.C. 78f(b)(5) and (c)(3)(B) (1988).
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    The Commission also believes that the proposed rule change is 
consistent with section 15(b)(7) of the Act\8\ which stipulates that 
prior to effecting any transaction in, or inducing the purchase or sale 
of, any security, a registered broker or dealer must meet certain 
standards of operational capability, and that such broker or dealer and 
all natural persons associated with such broker or dealer must meet 
certain standards of training, experience, competence, and such other 
qualifications as the Commission finds necessary or appropriate in the 
public interest or for the protection of investors.
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    \8\15 U.S.C. 78o(b)(7) (1988).
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    The Commission believes that the Series 7B examination requirement 
should help to ensure that only those floor clerks with a comprehensive 
knowledge of Exchange rules, as well as an understanding of the Act, 
will be able to conduct a public business limited to accepting orders 
directly from professional customers for execution on the trading 
floor. In this regard, the Commission carefully reviewed the format and 
the substantive areas tested on the Series 7B examination. In reviewing 
the examination, the Commission focused on the comprehensiveness and 
the choice of specific questions and their level of difficulty. The 
Commission believes that the examination questions cover the 
appropriate subject matter and include a sufficiently broad range of 
topics so as to require an appropriate level of expertise by floor 
clerks of members who conduct a public business limited to accepting 
orders directly from professional customers. By ensuring this requisite 
level of knowledge, the NYSE can remain confident that its limited 
registration floor clerks have demonstrated an acceptable level of 
securities knowledge to carry out their responsibilities.
    The Commission also has determined that the Content Outline for the 
Series 7B Examination is sufficiently detailed and covers the 
appropriate information so as to provide an adequate basis for studying 
the topics covered on the examination. This outline should help to 
ensure that those persons taking the Series 7B fully understand the 
subject matter of the examination.
    Finally, the Commission believes that the proposed limited 
registration requirement for floor clerks of members engaged in a 
public business with professional customers is reasonable and is 
consistent with the requirements of Section 6(b)(5) and 6(c)(3)(B) of 
the Act. This new category of registration would permit only those 
floor clerks who have demonstrated adequate skills and knowledge to 
conduct a public business which is generally limited to accepting 
orders directly from professional customers. The NYSE has argued that 
the level of knowledge, skills and abilities necessary to conduct such 
business is less than that needed to conduct a full service business 
with retail customers. The Commission believes that, because the NYSE 
will ensure that floor clerks handling professional customer business 
are adequately qualified through the use of either the Series 7 or 
Series 7B exam, it is consistent with the NYSE's regulatory 
responsibilities to establish this category of limited registration.
IV Conclusion
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\9\ that the proposed rule change (SR-NYSE-94-13) is approved.
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    \9\15 U.S.C. 78s(b)(2) (1988).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\10\
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    \10\F17 CFR 200.30-3(a)(12) (1994).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-17100 Filed 7-13-94; 8:45 am]
BILLING CODE 8010-01-M