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March 19, 2002

Ms. Jean A. Webb
Secretariat
Commodity Futures Trading Commission
Three Lafayette Centre
1155 21st Street, N.W.
Washington, DC 20581

Re: National Futures Association: Proposed Adoption of an Interpretive Notice to NFA Compliance Rule 2-4 Regarding Broker-Dealer Registration Requirements for Security Futures Products; Proposed Amendment to NFA Compliance Rule 2-37; Proposed Adoption of an Interpretive Notice to NFA Compliance Rule 2-37 Regarding Fair Commissions; and Proposed Adoption of an Interpretive Notice to NFA Compliance Rule 2-4 Regarding The Best Execution Obligation of NFA Members Registered as Broker-Dealers Under Section 15(b)(11) of the Securities Exchange Act of 1934

Dear Ms. Webb:

Pursuant to Section 17(j) of the Commodity Exchange Act, as amended, National Futures Association ("NFA") hereby submits to the Commodity Futures Trading Commission ("CFTC" or "Commission") the proposed adoption of an Interpretive Notice to NFA Compliance Rule 2-4 Regarding Broker-Dealer Registration Requirements for Security Futures Products; a proposed amendment to NFA Compliance Rule 2-37; the proposed adoption of an Interpretive Notice to NFA Compliance Rule 2-37 Regarding Fair Commissions; and the proposed adoption of an Interpretive Notice to NFA Compliance Rule 2-4 Regarding The Best Execution Obligation of NFA Members Registered as Broker-Dealers Under Section 15(b)(11) of the Securities Exchange Act of 1934.

The Interpretive Notice to NFA Compliance Rule 2-4 Regarding Broker-Dealer Registration Requirements for Security Futures Products and the amendment to NFA Compliance Rule 2-37(g) were approved by NFA's Board of Directors ("Board") at its Feburary 21, 2002 meeting. Similar versions of the Interpretive Notice to NFA Compliance Rule 2-37 regarding Fair Commissions and the Interpretive Notice to NFA Compliance Rule 2-4 regarding Best Execution were approved by the Board at its November 15, 2001 meeting. At that meeting, the Board authorized NFA's Executive Committee to make additional changes that may be requested by the Futures Industry Association, the CFTC and the Securities and Exchange Commission. The final versions of the Interpretive Notices concerning Fair Commissions and Best Execution, as reflected in this submission, were approved by the Executive Committee at its January 17, 2002 and February 6, 2002 meetings, respectively, and ratified by NFA's Board at its February 21, 2002 meeting.

NFA respectfully requests Commission review and approval of the proposals. NFA intends to make the proposals effective upon Commission approval.

Proposed New Interpretive Notice to NFA Compliance Rule 2-4 Regarding Broker-Dealer Registration Requirements for Security Futures Products

Proposed Amendment to NFA Compliance Rule 2-37

Proposed New Interpretive Notice to NFA Compliance Rule 2-37 Regarding Fair Commissions

Proposed New Interpretive Notice to NFA Compliance Rule 2-4 Regarding The Best Execution Obligation of NFA Members Registered as Broker-Dealers Under Section 15(b)(11) of the Securities Exchange Act of 1934

Explanation of Proposed Amendments

NFA respectfully requests that the Commission review and approve the proposals contained herein. NFA also requests that the proposals be declared effective upon Commission approval.

Respectfully submitted,

Thomas W. Sexton
Vice President and General Counsel

cc: Chairman James E. Newsome
Commissioner Barbara Pedersen Holum
Commissioner David D. Spears
Commissioner Thomas J. Erickson
Phyllis J. Cela, Esq.
John C. Lawton, Esq.
Alan L. Seifert, Esq.
David Van Wagner, Esq.
Riva Spear Adriance, Esq.

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