Proposed Rule Change Relating to Section 1(a) of Article III of the FINRA By-Laws

Financial Industry Regulatory Authority, Inc. (“FINRA”) (f/k/a National Association of Securities Dealers, Inc. (“NASD”)) is filing with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change to interpret the reference to a “registered broker” in Section 1(a) of Article III of the FINRA By-Laws to include any bank exempted from the definition of “broker” under Section 3(a)(4)(E) of the Act as of the date of filing of the proposed rule change. The proposed rule change is submitted in furtherance of the consolidation of the member firm regulatory functions of NASD and NYSE Regulation, Inc. (“NYSE Regulation”).