Federal Register / Vol. 75, No. 210 / Monday, November 1, 2010 / Notices 67155 

11 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The 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). 

4NASD Rule 3110(b) (Marking of Customer Order 

Tickets) requires that members indicate on the 

order ticket for each transaction in a non-exchangelisted security the name of each dealer contacted 

and the quotations received to determine the best 

inter-dealer market as required by NASD Rule 

2320(g) (commonly referred to as the ‘‘Three Quote 

Rule’’), unless the member can establish and 

document its reliance on the exclusions to the 

Three Quote Rule. FINRA is proposing to replace 

NASD Rule 3110(b) with a more general 

documentation requirement in the supplementary 

material to proposed FINRA Rule 5310. See 

Regulatory Notice 08–80 (December 2008) 

(Proposed FINRA Rule Addressing Best Execution). 

NASD Rule 3110(i) (Holding of Customer Mail) 

specifies the circumstances under which members 

may hold mail for a customer. FINRA is proposing 

that NASD Rule 3110(i) be rewritten as a standalone 

rule and relocated to the supervision section of the 

Consolidated FINRA Rulebook. See Regulatory 

Notice 08–24 (May 2008) (Proposed Consolidated 

FINRA Rules Governing Supervision and 

Supervisory Controls). 

5For convenience, the Incorporated NYSE Rules 

are referred to as the NYSE Rules. 

6NYSE Rule Interpretation 410(a)(ii)(5)/01 was 

deleted as part of a prior rule change. See Securities 

Exchange Act Release No. 61473 (February 2, 2010), 

75 FR 6422 (February 9, 2010) (Order Approving 

File No. SR–FINRA–2009–087). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–27465 Filed 10–29–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63181; File No. SR–FINRA– 

2010–052] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change To Adopt 

FINRA Rules Regarding Books and 

Records in the Consolidated FINRA 

Rulebook 

October 26, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘SEA’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

20, 2010, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) 

(f/k/a National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing to adopt certain 

paragraphs, as specified below, of NASD 

Rule 3110 (Books and Records), subject 

to certain amendments, as FINRA Rules 

in the consolidated FINRA rulebook and 

to adopt Incorporated NYSE Rule 

Interpretations 410/01 (Pre-Time 

Stamping) and 410/02 (Allocations of 

Block Orders), subject to certain 

amendments, as FINRA Rules in the 

consolidated FINRA rulebook. 

The proposed rule change would 

delete NASD IM–3110 (Customer 

Account Information) and Incorporated 

NYSE Rule 410 (Records of Orders). In 

addition, the proposed rule change 

would delete Incorporated NYSE Rule 

440 (Books and Records), with the 

exception of Incorporated NYSE Rules 

440.10 (Periodic Security Counts, 

Verifications, Comparisons, etc.) and 

440.20 (Identification of Suspense 

Accounts and Assignment of 

Responsibility for General Ledger 

Accounts) and NYSE Rule Interpretation 

440.20/01 (Suspense Accounts). 

The proposed rule change would 

renumber NASD Rule 3110(a) 

(Requirements) as FINRA Rule 4511 

(General Requirements), NASD Rule 

3110(c) (Customer Account Information) 

as FINRA Rule 4512 (Customer Account 

Information), NASD Rules 3110(d) 

(Record of Written Complaints) and 

3110(e) (‘‘Complaint’’ Defined) as FINRA 

Rule 4513 (Records of Written Customer 

Complaints), NASD Rule 3110(f) 

(Requirements When Using Predispute 

Arbitration Agreements for Customers 

Accounts) as FINRA Rule 2268 

(Requirements When Using Predispute 

Arbitration Agreements for Customer 

Accounts), NASD Rule 3110(g) 

(Negotiable Instruments Drawn From A 

Customer’s Account) as FINRA Rule 

4514 (Authorization Records for 

Negotiable Instruments Drawn From a 

Customer’s Account), NASD Rule 

3110(h) (Order Audit Trail System 

Record Keeping Requirements) as 

paragraph (a)(4) of FINRA Rule 7440 

(Recording of Order Information) and 

NASD Rule 3110(j) (Changes in Account 

Name or Designation) as FINRA Rule 

4515 (Approval and Documentation of 

Changes in Account Name or 

Designation) in the consolidated FINRA 

rulebook. The proposed rule change also 

would renumber NYSE Rule 

Interpretation 410/01 as FINRA Rule 

5340 (Pre-Time Stamping) and NYSE 

Rule Interpretation 410/02 as FINRA 

Rule 4515.01 (Allocations of Orders 

Made by Investment Advisers). 

The text of the proposed rule change 

is available on FINRA’s Web site 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 

Background 

As part of the process of developing 

a new consolidated rulebook 

(‘‘Consolidated FINRA Rulebook’’),3

FINRA is proposing to adopt NASD 

Rules 3110(a), 3110(c), 3110(d) and (e), 

3110(f), 3110(g), 3110(h) and 3110(j) as 

FINRA Rules 4511, 4512, 4513, 2268, 

4514, 7440(a)(4) and 4515, respectively, 

in the Consolidated FINRA Rulebook, 

with certain changes as described 

below.4 FINRA also is proposing to 

adopt Incorporated NYSE Rule 

Interpretations 410/01 and 410/02 as 

FINRA Rules 5340 and 4515.01,5

respectively, in the Consolidated FINRA 

Rulebook.6 FINRA is proposing to delete 

NASD IM–3110 and NYSE Rules 410 

and 440, provided, however, NYSE 

Rules 440.10 and 440.20 and NYSE Rule 

Interpretation 440.20/01 are being 

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7See Regulatory Notice 09–03 (January 2009) 

(Proposed Consolidated FINRA Rules Governing 

Financial Responsibility and Operational 

Requirements). 

8 In addition, NYSE Rules 440.10 and 440.20 and 

NYSE Rule Interpretation 440.20/01 set forth 

financial and operational recordkeeping 

requirements for which there are no equivalent 

NASD Rules. 

9Previously, NYSE Rule 410 applied only to 

orders transmitted or carried to the NYSE Trading 

Floor (‘‘Floor’’), but was amended in 2004 to apply 

to all orders sent to any marketplace, not just those 

carried or transmitted to the Floor. See NYSE 

Information Memo 04–38 (July 26, 2004) 

(Amendments to NYSE Rules 342, 401, 408 and 410 

Relating to Supervision and Internal Controls). 

10The ‘‘Off-Hours Trading Facility’’ is the NYSE 

facility that permits members to effect securities 

transactions on the NYSE pursuant to the NYSE 

Rule 900 Series. See NYSE Rule 900(e)(v). 

11As proposed in Regulatory Notice 08–25 

(discussed in Item 5 of this filing), FINRA Rule 

4511 would have required members to make and 

preserve books and records as required under 

FINRA rules, Section 17(a) of the Act and the 

applicable associated SEA rules; however, FINRA 

has modified proposed FINRA Rule 4511 to 

eliminate the specific reference to Section 17(a) of 

the Act given that certain SEA recordkeeping 

requirements are located outside of Section 17(a). 

12Specifically, SEA Rule 17a–3(a) sets forth 

detailed recordkeeping requirements for brokerage 

orders that include, among other required 

information, the order record information required 

by NYSE Rule 410. See SEA Rule 17a–3(a)(6)–(a)(8). 

Information required pursuant to SEA Rule 17a– 

3(a)(6) that goes beyond the recordkeeping 

requirements of NYSE Rule 410 includes, among 

other things, recording the price at which the order 

was executed, the account for which the order was 

entered, and the identity of each associated person, 

if any, responsible for the account. Additionally, 

SEA Rule 17a–4(b)(1) prescribes the same record 

retention requirements as NYSE Rule 410. 

13The FINRA Rule 7400 Series (Order Audit Trail 

System) requires members to capture, record, and 

report via OATS specific data elements related to 

the handling or execution of orders in OTC and 

Nasdaq equity securities, including recording all 

times of these events in hours, minutes, and 

seconds, and to synchronize their business clocks. 

FINRA is proposing to extend the recording and 

reporting requirements in the OATS rules to 

include all NMS stocks. See Securities Exchange 

Act Release No. 62739 (August 18, 2010), 75 FR 

52380 (August 25, 2010) (Notice of Filing of SR– 

FINRA–2010–044). 

14Members would continue to be subject to any 

additional requirements imposed by SEA Rule 17a– 

3. For example, SEA Rule 17a–3(a)(17) requires that 

for each account with a natural person, the account 

record must indicate whether it has been signed by 

the associated person (if any) responsible for the 

account. However, this requirement only applies to 

accounts for which the member is, or within the 

past 36 months has been, required to make a 

suitability determination under the Federal 

securities laws or the requirements of a selfregulatory organization of which it is a member. 

addressed as part of a separate 

proposal.7

Current NASD Rules and NYSE Rules 

require members to make and preserve 

certain books and records to evidence 

compliance with Federal securities laws 

and FINRA and SEC rules, as well as to 

enable FINRA and SEC staffs to conduct 

effective examinations. Based in large 

part on the current rules, the proposed 

rule change would rewrite the FINRA 

books and records rules with three goals 

in view: 

• To streamline the rules to make 

them as clear as possible; 

• To group the requirements along 

similar subject matter lines to make 

finding them a more intuitive process 

and to provide members with a better 

understanding of the regulatory scheme; 

and 

• To eliminate those requirements 

contained in the current rules that have 

become obsolete or otherwise 

duplicative. 

Proposed Amendments 

FINRA proposes the following 

amendments to the books and records 

rules. 

a. General Requirements (Proposed 

FINRA Rule 4511) 

Currently, there are two general 

recordkeeping rules in effect under 

NASD Rules and NYSE Rules. NASD 

Rule 3110(a) addresses the general 

obligation of members under all 

applicable laws, rules, regulations, 

statements of policy, NASD Rules and 

SEA Rule 17a–3 to make and preserve 

books and records, including the 

obligation to preserve such books and 

records in formats and media and for 

retention periods that comply with SEA 

Rule 17a–4. NYSE Rule 440 also sets 

forth the general obligation of members 

to make and preserve books and 

records.8

NYSE Rule 410 is a separate NYSE 

recordkeeping rule for which there is no 

comparable NASD Rule.9 NYSE Rule 

410, in main part, requires members to 

make and preserve specific records for 

every order received (either orally or in 

writing) and every order entered into 

the NYSE’s Off-Hours Trading 

Facility.10 NYSE Rule 410 also permits 

the NYSE to waive the rule’s 

recordkeeping requirements under 

exceptional circumstances upon written 

request. 

FINRA Rule 4511 streamlines, and 

replaces, the language of NASD Rule 

3110(a) to clarify that members are 

obligated to make and preserve books 

and records as required under the 

FINRA rules, the Act and the applicable 

SEA rules.11 Additionally, the proposed 

rule requires members to preserve for a 

period of at least six years those FINRA 

books and records for which there is no 

specified retention period under the 

FINRA Rules or applicable SEA rules. 

The proposed rule also clarifies that 

members are required to preserve the 

books and records required to be made 

pursuant to the FINRA Rules in a format 

and media that complies with SEA Rule 

17a–4. 

FINRA proposes to delete the general 

recordkeeping provisions of NYSE Rule 

440 because its provisions are 

substantially similar to FINRA Rule 

4511. As noted above, NYSE Rules 

440.10 and 440.20 and NYSE Rule 

Interpretation 440.20/01 are being 

addressed as part of a separate proposal. 

In addition, the proposed rule change 

would delete NYSE Rules 410(a)(1)–(3) 

and (b) as the provisions’ requirements 

are largely duplicative of the SEA 

recordkeeping requirements that are 

incorporated by reference into FINRA 

Rule 4511 12 or, in some instances, are 

directed at orders on an exchange 

facility. FINRA Rule 7440 (Recording of 

Order Information) also mandates 

recordkeeping requirements that are 

substantially similar to those in SEA 

Rules 17a–3 and 17a–4 for members that 

must report order information via 

FINRA’s Order Audit Trail System 

(‘‘OATS’’) for over-the-counter (‘‘OTC’’) 

and Nasdaq equity securities.13

b. Customer Account Information 

(Proposed FINRA Rule 4512) 

NASD Rule 3110(c)(1) requires that 

members maintain certain information 

relating to customer accounts, 

including, among other things, the 

signature of the registered representative 

introducing the account and signature of 

the member, partner, officer or manager 

who accepts the account. FINRA 

proposes to simplify this provision by 

instead requiring members to maintain 

the name of the associated person, if 

any, responsible for the account.14 As 

discussed in more detail below, the 

proposed rule change would require 

that where a member designates 

multiple individuals as being 

responsible for an account, the member 

maintain each of their names and a 

record indicating the scope of their 

responsibilities with respect to the 

account. The proposed rule change also 

would clarify that members maintain 

the signature of the partner, officer or 

manager denoting that the account has 

been accepted in accordance with the 

member’s policies and procedures for 

acceptance of accounts. 

NASD Rule 3110(c)(3) requires that 

for discretionary accounts, in addition 

to the requirements set forth in NASD 

Rules 3110(c)(1) and (2), members must: 

Obtain the signature of each person 

authorized to exercise discretion in the 

account; record the date such discretion 

is granted; and, in connection with 

exempted securities (other than 

municipals), record the age or 

approximate age of the customer. FINRA 

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15Pursuant to NASD Rule 2510 (Discretionary 

Accounts), members would still be required to 

obtain the customer’s prior written authorization. 

As part of the proposed changes to NASD Rule 

2510, FINRA is proposing to require members to 

obtain the customer’s dated prior written 

authorization. See Regulatory Notice 09–63 

(November 2009) (Proposed Consolidated FINRA 

Rule Governing Discretionary Accounts and 

Transactions). 

16This would be a conforming revision. The 

requirement that for discretionary accounts 

generally members must record the age or 

approximate age of the customer was eliminated 

effective in 1991. See Notice to Members 90–52 

(August 1990) (SEC Approval of Amendments to 

Article III, Sections 2 and 21 (c) of the Rules of Fair 

Practice Re: Customer Account Information). 

17 In 2005, the SEC adopted Rule 202(a)(11)–1 

under the Investment Advisers Act of 1940 

(‘‘Advisers Act’’), a principal purpose of which was 

to deem broker-dealers offering ‘‘fee-based brokerage 

accounts’’ not subject to the Advisers Act. Rule 

202(a)(11)–1 also included several interpretive 

positions regarding Advisers Act Section 

202(a)(11)(C), including a provision that any 

account over which a broker-dealer exercises 

investment discretion (other than on a temporary or 

limited basis) is subject to the Advisers Act. In 

March 2007, Rule 202(a)(11)–1 was vacated. See 

Financial Planning Association v. SEC, 482 F.3d 

481 (DC Cir. 2007). In September 2007, the SEC reproposed its interpretive positions for comment, 

including the provision regarding the application of 

the Advisers Act to discretionary accounts. See 

Investment Advisers Act Release No. 2652 

(September 24, 2007), 72 FR 55126 (September 28, 

2007) (Interpretive Rule Under the Advisers Act 

Affecting Broker-Dealers). 

18FINRA Rule 2070 plays a vital role in helping 

FINRA monitor whether employees are abiding by 

trading restrictions imposed by the FINRA Code of 

Conduct. 

19See SEA Rules 17a–3(a)(18) and 17a–4(b)(4). 

20Pursuant to FINRA Rule 12904(g)(6), the 

requirement does not apply to simplified cases 

decided without a hearing under FINRA Rule 12800 

or to default cases conducted under FINRA Rule 

12801. 

21See Securities Exchange Act Release No. 59358 

(February 4, 2009), 74 FR 6928 (February 11, 2009) 

(Order Approving File No. SR–FINRA–2008–051). 

proposes to simplify and clarify NASD 

Rule 3110(c)(3) in the following ways: 

• Consistent with the SEA 

recordkeeping requirements, the rule 

would be amended to require members 

to maintain a record of the dated 

signature of each named, natural person 

authorized to exercise discretion in the 

account; 

• The proposed rule change would 

delete the requirement to record the 

date discretion was granted 15 and the 

requirement to record the age or 

approximate age of the customer in 

connection with exempted securities; 16

• The rule would be amended to 

provide that its requirements do not 

apply to investment discretion granted 

by a customer as to the price at which 

or the time to execute an order given by 

the customer for the purchase or sale of 

a definite dollar amount or quantity of 

a specified security; and 

• The proposed rule change would 

clarify that nothing in the rule shall be 

construed as allowing members to 

maintain discretionary accounts or 

exercise discretion in such accounts 

except to the extent permitted under the 

Federal securities laws.17

In addition, as discussed in more 

detail below, the proposed rule change 

would require that members obtain a 

‘‘manual’’ dated signature of each 

named, natural person authorized to 

exercise discretion in the account. 

NASD Rule 3110(c)(4) sets forth the 

definition of ‘‘institutional account’’ for 

purposes of NASD Rule 3110 as well as 

for NASD Rules 2310 

(Recommendations to Customers 

(Suitability)) and 2510. FINRA proposes 

to amend this definition of ‘‘institutional 

account’’ to delete the cross-references 

to NASD Rules 2310 and 2510 because 

these rules already include crossreferences to this definition. 

FINRA also proposes to amend NASD 

Rule 3110(c) to provide that with 

respect to accounts opened pursuant to 

prior NASD Rules (e.g., the January 

1991 cut-off specified in NASD Rule 

3110(c)), members will be permitted to 

continue maintaining the information 

required by those prior NASD Rules 

until such time as they update the 

account information in the course of 

their routine and customary business or 

as required by other applicable laws or 

rules. 

In addition, the proposed rule change 

would add supplementary material to: 

• Clarify that required customer 

account records are subject to a six-year 

retention period; 

• Remind members that they may be 

subject to additional recordkeeping 

requirements under the SEA (e.g., SEA 

Rule 17a–3(a)(17)); 

• Remind members of their obligation 

to comply with the requirements of 

FINRA Rule 2070 (Transactions 

Involving FINRA Employees); 18 and 

• Provide general explanations of the 

terms ‘‘maintain’’ and ‘‘preserve’’ for 

purposes of Rule 4512 only. 

The proposed rule change would 

renumber NASD Rule 3110(c) as FINRA 

Rule 4512. The remaining provisions of 

NASD Rule 3110(c) would be 

incorporated into FINRA Rule 4512 

without material change. 

NASD IM–3110 includes crossreferences to the requirements of certain 

other rules that may apply to customer 

accounts (such as SEA Rules 15g–1 

through 15g–9 (the Penny Stock Rules)), 

and it includes a historical reference 

relating to accounts opened prior to 

January 1991. FINRA proposes to delete 

NASD IM–3110 because certain 

provisions are redundant and others are 

outdated. 

c. Records of Written Customer 

Complaints (Proposed FINRA Rule 

4513) 

NASD Rule 3110(d) addresses a 

member’s obligation to preserve records 

of written customer complaints at each 

office of supervisory jurisdiction 

(‘‘OSJ’’). NASD Rule 3110(e) defines the 

term ‘‘complaint.’’ Because the 

definition of ‘‘complaint’’ in NASD Rule 

3110(e) relates directly to the 

requirements of NASD Rule 3110(d), 

FINRA proposes to merge the two 

provisions into one rule for 

simplification. The proposed rule 

change would renumber NASD Rules 

3110(d) and (e) as FINRA Rule 4513. 

The proposed rule change also would 

clarify that the obligation to keep 

customer complaint records in each OSJ 

applies only to complaints that relate to 

that office, including complaints that 

relate to activities supervised from that 

office and would provide that members 

may maintain the required records at 

the OSJ or make them promptly 

available at such office upon FINRA’s 

request. 

Currently, members are required to 

preserve customer complaint records for 

a period of at least three years.19 To take 

into account FINRA’s four-year routine 

examination cycle for certain members, 

the proposed rule change would require 

that members preserve the customer 

complaint records for a period of at least 

four years. 

d. Requirements When Using Predispute 

Arbitration Agreements for Customer 

Accounts (Proposed FINRA Rule 2268) 

To ensure that customers are advised 

about what they are agreeing to when 

they sign predispute arbitration 

agreements, NASD Rule 3110(f) 

requires, among other things, that such 

agreements contain certain highlighted 

disclosures. FINRA proposes to 

incorporate the requirements of the rule 

with minor changes into the 

Consolidated FINRA Rulebook. 

Specifically, FINRA proposes to update 

the disclosure language to reflect 

amendments to FINRA Rule 12904 

requiring arbitrators to provide an 

explained decision to the parties in 

eligible cases 20 if there is a joint request 

by all parties at least 20 days before the 

first scheduled hearing date.21

The proposed rule change would 

renumber NASD Rule 3110(f) as FINRA 

Rule 2268 and would move it to the 

disclosure section of the Consolidated 

FINRA Rulebook as a standalone rule. 

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22See also SEA Rule 17a–3(a)(6). 

23See NYSE Information Memo 00–19, note 2 

(July 21, 2000) (Timely Designation and Allocation 

of Account Information—Records of Orders) (noting 

that pursuant to discussions with the SEC staff, 

NYSE Rule Interpretation 410/02 applies to the 

requirements of SEA Rules 17a–3(a)(6) and 17a– 

3(a)(7)). 24 15 U.S.C. 78o–3(b)(6). 

e. Authorization Records for Negotiable 

Instruments Drawn From a Customer’s 

Account (Proposed FINRA Rule 4514) 

NASD Rule 3110(g) provides that 

members shall not obtain from a 

customer or submit for payment a 

check, draft or other form of negotiable 

paper drawn on the customer’s 

checking, savings, share or similar 

account, without that person’s express 

written authorization, which may 

include the customer’s signature on the 

negotiable instrument. The rule requires 

members to maintain the required 

written authorization (other than a copy 

of a negotiable instrument signed by the 

customer) for a period of three years. 

FINRA proposes to amend this 

provision to clarify that where the 

required authorization is separate from 

the negotiable instrument, members 

must preserve the authorization for a 

period of three years following the date 

it expires. The proposed rule change 

would renumber NASD Rule 3110(g) as 

FINRA Rule 4514. 

f. OATS Recordkeeping Requirements 

(Proposed FINRA Rule 7440(a)(4)) 

NASD Rule 3110(h) sets forth the 

OATS recordkeeping requirements for 

members that are ‘‘Reporting Members,’’ 

as defined in the OATS rules, for orders 

received or executed at their trading 

departments. FINRA proposes to 

relocate this recordkeeping provision 

without material change into the OATS 

rules. The proposed rule change would 

renumber NASD Rule 3110(h) as 

paragraph (a)(4) of FINRA Rule 7440. 

g. Approval and Documentation of 

Changes in Account Name or 

Designation (Proposed FINRA Rule 

4515) 

NASD Rule 3110(j) requires that, 

before a customer order is executed, the 

account name or designation must be 

placed upon the memorandum for each 

transaction.22 The rule also addresses 

the approval and documentation 

procedures for changes in such account 

name or designation. 

As discussed in more detail below, 

FINRA proposes to amend this 

provision to clarify that with respect to 

any change in account name or 

designation that takes place prior to 

execution of the trade, the essential facts 

the principal relied on in approving 

such change must be documented in 

writing prior to execution. The 

proposed rule change would renumber 

NASD Rule 3110(j) as FINRA Rule 4515. 

NYSE Rules 410 and 410.10 also 

include provisions regarding approval 

and documentation of changes in 

account name or designation. FINRA 

proposes to delete the corresponding 

provisions in NYSE Rules 410 and 

410.10 because these provisions are 

substantially similar to FINRA Rule 

4515. As stated earlier, FINRA also 

proposes to delete the recordkeeping 

provisions of NYSE Rule 410. 

The proposed rule change, however, 

would transfer NYSE Rule 

Interpretation 410/02 as FINRA Rule 

4515.01, with certain changes as 

described below. NYSE Rule 

Interpretation 410/02 outlines an 

exception to the order entry 

requirements of NYSE Rule 410 by 

permitting a member to accept block 

orders and allowing investment advisers 

to make allocations on such orders to 

customers (i.e., allocations among subaccounts), provided that the member 

obtains specific account designations or 

customer names for the order records by 

the end of the business day. Although 

the SEA recordkeeping rules do not 

specifically provide for this exception, 

SEC staff has previously indicated that 

the exception also applies to the SEA 

recordkeeping rules relating to orders.23

There is no direct NASD equivalent. 

The proposed rule change would 

adopt NYSE Rule Interpretation 410/02 

as FINRA Rule 4515.01 with the 

following changes. FINRA proposes to 

amend the provision so that the 

exception applies not only to block 

orders, but to all orders submitted by an 

investment adviser on behalf of multiple 

customers. Additionally, members have 

indicated that in some cases they are 

unable to obtain the required 

information by the end of the business 

day on which the order is executed. 

Therefore, as a clerical accommodation 

to members, FINRA proposes to amend 

the provision and give members until 

noon of the next business day following 

the trading session to obtain the 

required information. The proposal also 

clarifies that the exception only applies 

where there is more than one customer 

for any particular order. Further, the 

current exception only applies to 

investment advisers that are either 

registered under the Investment 

Advisers Act or subject to state 

regulation pursuant to Section 203A of 

the Investment Advisers Act. To cover 

all investment advisers, FINRA 

proposes to expand the category of 

investment advisers subject to the 

exception to also include investment 

advisers that qualify for an exception 

from the Investment Advisers Act’s 

registration requirements pursuant to 

Section 203(b) of the Investment 

Advisers Act. FINRA also proposes to 

clarify that the exception does not apply 

to accounts handled by registered 

representatives who otherwise exercise 

discretionary authority over accounts 

pursuant to NASD Rule 2510. 

Moreover, FINRA proposes to clarify 

that nothing in the rule or 

supplementary material may be 

construed as allowing a member 

knowingly to facilitate the allocation of 

orders from investment advisers in a 

manner other than in compliance with 

both (i) the investment adviser’s intent 

at the time of trade execution to allocate 

shares on a percentage basis to the 

participating accounts and (ii) the 

investment adviser’s fiduciary duty with 

respect to allocations for such 

participating accounts, including but 

not limited to allocations based on the 

performance of a transaction between 

the time of execution and the time of 

allocation. 

h. Pre-Time Stamping (Proposed FINRA 

Rule 5340) 

NYSE Rule Interpretation 410/01 

notes that pre-time stamping of order 

tickets in connection with block 

positioning is contrary to NYSE Rule 

410. The proposed rule change would 

adopt this NYSE Rule Interpretation as 

FINRA Rule 5340 without material 

change, except for replacing the 

reference to NYSE Rule 410 with FINRA 

Rule 4511. FINRA believes that 

retaining this requirement is appropriate 

as it expressly prohibits violative 

conduct for which there are no direct 

NASD rule equivalents. FINRA Rule 

5340 would be new to legacy NASDonly members. 

FINRA will announce the 

implementation date of the proposed 

rule change in a Regulatory Notice to be 

published no later than 90 days 

following Commission approval. The 

implementation date will be no later 

than 240 days following publication of 

the Regulatory Notice announcing 

Commission approval. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act,24 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 

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Federal Register / Vol. 75, No. 210 / Monday, November 1, 2010 / Notices 67159 

25Some of the proposed changes discussed in this 

filing were not part of the proposals set forth in 

Regulatory Notice 08–25, including the requirement 

to preserve for six years those FINRA books and 

records for which there is no specified retention 

period, revisions to the disclosure language in 

proposed FINRA Rule 2268 to reflect amendments 

to FINRA’s Code of Arbitration Procedure for 

Customer Disputes and Code of Arbitration 

Procedure for Industry Disputes, the adoption of 

NYSE Rule Interpretation 410/01 as FINRA Rule 

5340, and the adoption of NYSE Rule Interpretation 

410/02 as FINRA Rule 4515.01. 

26See Letter from Jerry Hamlin, dated May 18, 

2008 (‘‘Hamlin’’); letter from MuniVest Financial 

Group, dated May 29, 2008; letter from Sanderlin 

Securities, LLC, dated June 11, 2008 (‘‘Sanderlin’’); 

letter from the Securities Industry and Financial 

Markets Association, dated June 11, 2008 

(‘‘SIFMA’’); letter from the Financial Services 

Institute, Inc., dated June 13, 2008 (‘‘FSI’’); letter 

from ING Advisors Network, dated June 13, 2008 

(‘‘ING’’); letter from the Public Investors Arbitration 

Bar Association, dated June 13, 2008 (‘‘PIABA’’); 

and letter from Wachovia Securities, LLC, dated 

June 13, 2008. 

27The Commission notes that while provided in 

Exhibit 2a to FINRA’s filing with the Commission, 

the Notice is not attached hereto. The Notice can 

be accessed online at http://www.finra.org/web/ 

groups/industry/@ip/@reg/@notice/documents/ 

notices/p038507.pdf. 

28The Commission notes that while provided in 

Exhibit 2b to the filing, the list of the commenters 

and comment letters received by FINRA are not 

attached hereto. Those comment letters can be 

accessed online at http://www.finra.org/Industry/ 

Regulation/Notices/2008/p038503. As stated 

previously, all references to ‘‘commenters’’ are to the 

commenters to the Notice, which are listed in 

Exhibit 2b. 

29 Id. 

30SIFMA and ING. 

31 ING. 

32See Commission Guidance to Broker-Dealers on 

the Use of Electronic Storage Media under the 

Electronic Signatures in Global and National 

Commerce Act of 2000 with Respect to Rule 17a– 

4(f), Securities Exchange Act Release No. 44238 

(May 1, 2001), 66 FR 22916 (May 7, 2001). 

33SIFMA. 

34PIABA. 

35See supra note 14. 

36SIFMA and FSI. 

37SIFMA. 

38SIFMA and ING. 

39SIFMA, FSI and ING. 

public interest. FINRA believes that the 

proposed rule change will further the 

purposes of the Act by streamlining the 

FINRA books and records rules to make 

them as clear as possible, grouping the 

requirements along similar subject 

matter lines to make finding them a 

more intuitive process and to provide 

members with a better understanding of 

the regulatory scheme, and eliminating 

those requirements contained in the 

current rules that have become obsolete 

or otherwise duplicative. 

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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

In May 2008, FINRA published 

Regulatory Notice 08–25 soliciting 

comment on proposals relating to the 

FINRA books and records rules.25

FINRA received eight comment letters 

in response to the Notice,26 which are 

discussed below. A copy of the Notice 

is attached as Exhibit 2a.27 A list of the 

comment letters received in response to 

the Notice is attached as Exhibit 2b.28

Copies of the comment letters received 

in response to the Notice are attached as 

Exhibit 2c.29

1. General Comments 

Two commenters believe that the 

requirements in SEA Rules 17a–3 and 

17a–4 are sufficiently inclusive to 

satisfy investor protection interests.30

One of these commenters requests that 

FINRA refrain from considering 

recordkeeping requirements that are in 

addition to the SEA rules.31

SEA Rules 17a–3 and 17a–4 impose 

minimum recordkeeping 

requirements.32 These rules are not 

intended to be the only recordkeeping 

requirements applicable to members. As 

noted above, FINRA requires members 

to make and preserve certain books and 

records to evidence compliance with 

FINRA Rules and to enable FINRA staff 

to conduct effective examinations. 

Accordingly, where necessary, FINRA 

will consider recordkeeping 

requirements beyond the minimum 

requirements of the SEA rules. For 

instance, as described above, to take 

into account FINRA’s four-year routine 

examination cycle for certain members, 

FINRA proposes to increase the 

retention period for customer complaint 

records to at least four years. 

2. Customer Account Information 

(Proposed FINRA Rule 4512) 

In Regulatory Notice 08–25, FINRA 

specifically requested comment on 

whether the registered representative 

signature requirement in NASD Rule 

3110(c)(1)(C) should be retained. As 

noted above, FINRA proposes to instead 

require members to maintain the name 

of the associated person, if any, 

responsible for the account. One 

commenter expressly supports 

eliminating the registered representative 

signature requirement.33 Another 

commenter argues that the signatures of 

both the registered representative and 

the responsible manager are necessary 

to assure the authenticity of account 

documents and information, which may 

be at issue in arbitration.34 For 

regulatory purposes, FINRA believes 

that it is sufficient for a member to 

maintain the name of the associated 

person (if any) responsible for the 

account together with the signature of 

the partner, officer or manager denoting 

that the account has been accepted in 

accordance with the member’s policies 

and procedures for acceptance of 

accounts. In addition, as noted above, 

members would continue to be subject 

to the associated person signature 

requirement of SEA Rule 17a–3(a)(17).35

Two commenters suggest that the 

proposed rule be amended to require 

members to maintain the name of the 

registered representative responsible for 

the account because the individual 

‘‘responsible’’ for an account generally 

has to be a registered representative.36

The proposed language ‘‘the associated 

person, if any, responsible for the 

account’’ is intended to provide 

consistency with the terminology used 

in SEA Rule 17a–3(a)(17). Nothing 

contained in the proposed 

recordkeeping rule would obviate the 

requirement that where a member 

designates a person as being responsible 

for a customer’s account, the person 

charged with such responsibility be a 

qualified and registered person. One 

commenter notes that the designation of 

a single individual as ‘‘responsible’’ for 

an account is not practical in cases 

where a group of individuals may be 

assigned responsibility for an account.37

In response, FINRA has revised the 

proposed rule to clarify that where a 

member designates multiple individuals 

as being responsible for an account, the 

member is required to maintain each of 

their names and a record indicating the 

scope of their responsibilities with 

respect to the account. 

Two commenters request that the 

requirement to maintain the signature of 

the partner, officer or manager denoting 

acceptance of the account be amended 

to allow members the flexibility to 

designate an appropriate person other 

than a ‘‘partner, officer or manager.’’ 38

FINRA believes that the appropriate 

person for this purpose is a partner, 

officer or manager of the member. Three 

commenters believe that the term 

‘‘signature’’ may be interpreted to 

require the ‘‘manual’’ signature of a 

partner, officer or manager.39 These 

commenters suggest that the phrase 

‘‘evidence of approval’’ be used instead, 

so as to permit the use of an ‘‘electronic’’ 

signature. The staff previously has 

issued guidance regarding the 

permissibility of ‘‘electronic’’ signatures 

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67160 Federal Register / Vol. 75, No. 210 / Monday, November 1, 2010 / Notices 

40See Letter to Selwyn Notelovitz, Charles 

Schwab & Co., Inc., from Eric Moss, NASD, dated 

June 4, 2002 (available at: http://www.finra.org/ 

Industry/Regulation/Guidance/InterpretiveLetters/ 

P002556), and Letter to Jeffrey W. Kilduff, 

O’Melveny & Myers, LLP, from Nancy Libin, NASD, 

dated July 5, 2001 (available at: http:// 

www.finra.org/Industry/Regulation/Guidance/ 

InterpretiveLetters/P005336). 

41SIFMA. 

42SIFMA. 

43Sanderlin. 

44See NASD Rule 3010(b)(1). 

45FSI. 

46 ING and FSI. 

47 ING. 

48SIFMA and ING. 

49 ING. 

50FSI. 

51SIFMA. 

under NASD Rule 3110(c)(1)(C).40 This 

guidance will remain in effect. 

One commenter believes that the 

requirement to denote that the account 

has been accepted in accordance with 

the member’s policies and procedures is 

unnecessary since members are required 

to follow their policies and procedures 

in all instances.41 This commenter also 

believes that the proposed rule may be 

interpreted to require a partner, officer 

or manager to provide a representation 

stating that he or she has accepted the 

account in accordance with the 

member’s policies and procedures. The 

proposed rule change simply clarifies 

that the purpose of the signature of the 

partner, officer or manager is to signify 

that the account has been accepted in 

accordance with the member’s policies 

and procedures for acceptance of 

accounts. The proposed rule would not 

require a partner, officer or manager to 

provide any representations. 

One commenter recommends that the 

requirement to maintain the names of 

any persons authorized to transact 

business on behalf of a customer that is 

an entity be eliminated.42 The 

commenter argues that the requirement 

(which is currently in NASD Rule 

3110(c)(1)(D)) has caused significant 

operational burden on members and 

may put them at regulatory risk. The 

commenter also states that some 

institutional customers use this 

provision to attempt to shift the burden 

of enforcing compliance with the 

customer’s internal policies and 

controls from the customer to the 

member. FINRA is not proposing any 

changes to this provision. Moreover, 

FINRA believes that when a customer is 

an entity, it is important that the 

member maintain a record that 

identifies the person(s) authorized to 

transact business on behalf of that 

entity. 

One commenter seeks clarification 

regarding the impact of pending SEC 

rulemaking proposals relating to 

discretionary accounts, including 

whether members would need to 

develop additional policies and 

procedures with respect to such 

accounts.43 Members have always had 

an obligation to establish, maintain and 

enforce written procedures to supervise 

the types of business in which they 

engage that are reasonably designed to 

achieve compliance with applicable 

securities laws and regulations.44 As 

noted above, the proposed rule change 

simply clarifies that nothing in the rule 

shall be construed as allowing members 

to maintain discretionary accounts or 

exercise discretion in such accounts 

except to the extent permitted under the 

Federal securities laws. 

One commenter suggests that the 

requirement to maintain a record of the 

dated signature of each named, natural 

person authorized to exercise discretion 

in an account be amended so as to 

permit ‘‘electronic’’ signatures.45 Given 

the nature of discretionary accounts and 

FINRA’s concern for potential abuse, 

members are required to obtain a 

‘‘manual’’ dated signature. FINRA has 

revised the proposed rule to reflect this 

requirement. However, members may 

choose to maintain and preserve such 

records on electronic storage media 

consistent with the requirements of SEA 

Rule 17a–4(f). 

Two commenters believe that the 

requirement that members update the 

account information in compliance with 

the proposed rule whenever they update 

the account information in the course of 

their routine and customary business or 

as required by other applicable laws or 

rules is too burdensome.46

Alternatively, they argue that the 

updating requirements in the proposed 

rule should be based on the account 

updating requirements under SEA Rule 

17a–3. FINRA believes that to promote 

greater consistency and uniformity of 

account record information, it is 

necessary that members update the 

account information in compliance with 

the proposed rule whenever they update 

the information in the course of their 

routine and customary business or as 

required by other applicable laws or 

rules. In addition, FINRA does not 

believe that limiting the updating 

requirements in the proposed rule to the 

account updating requirements under 

SEA Rule 17a–3 would achieve this 

purpose. 

One commenter argues that it may not 

be possible to obtain the required 

signatures, where retained in the 

proposed rule, when the account record 

information is updated years after the 

account has been opened.47 FINRA 

disagrees. With respect to all existing 

customer accounts, members currently 

are required to maintain the signature of 

the member, partner, officer or manager 

who accepted the account and, for 

discretionary accounts, the signature of 

each person authorized to exercise 

discretion in the account. 

Two commenters request that 

supplementary materials be used 

sparingly, or not at all, in the proposed 

books and records rules and that any 

supplementary material be incorporated 

into the main part of the proposed rule 

wherever possible.48 The use of 

supplementary materials is intended to, 

among other things, enhance the utility 

of the Consolidated FINRA Rulebook. 

The supplementary materials provide 

clarifications, explanations, 

interpretations and greater depth. The 

proposed supplementary materials are 

placed at the end of the proposed rule 

for purposes of clarity and readability, 

but the materials are in fact part of the 

rule. Further, these commenters seek 

clarification regarding whether the 

explanation in the supplementary 

materials regarding the terms ‘‘maintain’’ 

and ‘‘preserve’’ would be applied to 

other FINRA Rules. As stated in the 

supplementary materials, the 

explanation regarding these terms is 

only for purposes of the proposed rule. 

3. Records of Written Customer 

Complaints (Proposed FINRA Rule 

4513) 

One commenter suggests that the 

proposed rule be amended to further 

clarify that the requirement to keep and 

preserve complaints that relate to 

activities supervised from the OSJ is 

limited to a ‘‘customer complaint’’ as 

defined in the rule.49 This commenter 

also recommends that the definition of 

‘‘customer complaint’’ precede the other 

provisions in the proposed rule. 

Another commenter suggests that the 

proposed rule be amended to clarify that 

it applies only to ‘‘written customer 

complaints that relate to activities 

subject to regulation by FINRA’’ so that 

it excludes complaints related to outside 

business activities.50 Additionally, one 

commenter suggests that use of the term 

‘‘written customer complaints’’ in the 

proposed rule is not sufficiently clear 

and recommends that the definition of 

a ‘‘customer complaint’’ expressly 

include only a ‘‘written grievance.’’ 51

FINRA, however, believes that the scope 

of the proposed rule and the definition 

of ‘‘customer complaint’’ are both 

appropriate and sufficiently clear. 

Moreover, as discussed above, the 

proposed rule change would clarify that 

the obligation to keep customer 

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Federal Register / Vol. 75, No. 210 / Monday, November 1, 2010 / Notices 67161 

52SIFMA. 

53 ING and FSI. 

54PIABA. 

55SIFMA. 

56SIFMA. 57SIFMA. 

58See supra note 37. 

59Hamlin. 

60PIABA. 

complaint records in each OSJ applies 

only to complaints that relate to that 

office, including complaints that relate 

to activities supervised from that office. 

With respect to the proposed fouryear retention period for customer 

complaint records, one commenter 

recommends maintaining the current 

three-year retention period for customer 

complaint records.52 The commenter 

does not believe that FINRA’s four-year 

routine examination cycle for certain 

members is a sufficient or persuasive 

reason to increase the retention period 

to four years. The commenter also 

argues that a four-year retention period 

would be impractical and burdensome 

for members since the majority of 

retention periods under the securities 

laws are three or six years, and members 

have already established policies and 

procedures relating to these retention 

periods. Two commenters favor a three 

or six year retention period for customer 

complaint records.53 One commenter 

supports the proposed four-year 

retention period for customer complaint 

records, but suggests that the retention 

period be increased to six years 

consistent with the eligibility provisions 

for customer disputes under FINRA 

Rule 12206 (Time Limits) and the sixyear retention period for account record 

information.54 As discussed above, the 

proposed four-year retention period is 

tailored to address a specific regulatory 

need. FINRA does not believe that it is 

necessary to impose a six-year retention 

period to achieve this goal. 

One commenter requests that the 

definition of ‘‘customer complaint’’ be 

consistent across all FINRA Rules, 

particularly when considering NASD 

Rule 3070 (Reporting Requirements) in 

the context of the Consolidated FINRA 

Rulebook.55 FINRA disagrees with this 

comment. NASD Rule 3070 serves a 

different regulatory purpose than FINRA 

Rule 4513, which is why the definitions 

under these rules are different. 

4. Authorization Records for Negotiable 

Instruments Drawn From a Customer’s 

Account (Proposed FINRA Rule 4514) 

One commenter believes that the 

proposed rule should provide members 

the flexibility to develop reasonable 

policies and procedures.56 For example, 

the commenter suggests that members 

could establish a threshold where check 

requests over a certain dollar amount 

would require written authorization, 

whereas requests for checks in smaller 

amounts would require only verbal 

authorization with a follow-up 

telephone call or e-mail. In addition, the 

commenter does not believe that 

members should be required to preserve 

the written authorization for a period of 

three years following the date it expires 

as it is difficult for them to track an end 

date. Rather, the commenter argues that 

the written authorization should be 

preserved for a period of three years 

from the date of the request. 

FINRA believes that the written 

authorization requirement in FINRA 

Rule 4514 (current NASD Rule 3110(g)) 

is an effective means of deterring the 

fraudulent misuse of negotiable 

instruments. With respect to the 

retention period, FINRA believes that it 

is imperative that the required written 

authorization be preserved for a period 

of three years following the date it 

expires since a customer authorization 

may remain in effect beyond three years 

from the date of the request. 

6. Approval and Documentation of 

Changes in Account Name or 

Designation (Proposed FINRA Rule 

4515) 

One commenter asserts that the 

requirement in FINRA Rule 4515 to 

document in writing prior to execution 

of the trade the essential facts relied 

upon by the principal approving any 

changes in account names or 

designations could have a potentially 

adverse impact on investors, including 

institutional accounts, by affecting the 

timing and price of orders that were 

executed or booked erroneously.57 The 

commenter believes that to prove 

compliance with the rule, members 

would have to implement a time-stamp 

or similar system at considerable 

expense. The commenter recommends 

that the proposed rule be revised to 

permit approval and documentation 

after execution of the trade for all 

accounts, but, at a minimum, for 

institutional accounts. The commenter 

also seeks additional clarification 

regarding whether ‘‘electronic’’ approval 

by a principal would comply with the 

proposed rule. 

As FINRA (then known as NASD) 

stated in its response to comments to 

proposed NASD Rule 3110(j), account 

names and designations are material 

information that must be protected from 

possible fraudulent activity. Requiring a 

principal to authorize the change and be 

aware of the surrounding facts for the 

change is a relatively low-cost method 

of protecting this information. 

Moreover, FINRA believes that where 

the account name or designation is 

changed prior to execution of the trade, 

the required approval and 

documentation must take place prior to 

execution. FINRA has revised the 

proposed rule to further clarify this 

requirement. 

With respect to the permissibility of 

‘‘electronic’’ approval, FINRA believes 

that the standards set forth in the staff’s 

guidance regarding the permissibility of 

‘‘electronic’’ signatures under NASD 

Rule 3110(c)(1)(C) 58 are equally 

applicable to the approval and 

documentation requirements of FINRA 

Rule 4515. 

7. Miscellaneous Comments 

One commenter suggests that 

members be required to tape record 

outgoing telephone calls by registered 

persons to customers regarding their 

accounts and that members be required 

to maintain a log of the full name of the 

registered person who made the call.59

A second commenter recommends that 

the proposed rules include a provision 

requiring members to provide current 

and former customers, upon the 

customer’s written request, free 

duplicate records within a reasonable 

time.60 The changes recommended by 

these commenters are outside the scope 

of the proposed changes to the books 

and records rules. Therefore, FINRA is 

not responding to their 

recommendations specifically herein. 

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 (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 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: 

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67162 Federal Register / Vol. 75, No. 210 / Monday, November 1, 2010 / Notices 

61 17 CFR 200.30–3(a)(12). 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–FINRA–2010–052 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–FINRA–2010–052. 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 

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 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of 

FINRA. 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–FINRA–2010–052 and 

should be submitted on or before 

November 22, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.61

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–27495 Filed 10–29–10; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #12362 and #12363] 

Nebraska Disaster #NE–00040 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a Notice of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Nebraska (FEMA–1945–DR), 

dated 10/21/2010. 

Incident: Severe Storms, Flooding, 

Tornado, and Straight-line Winds. 

Incident Period: 09/13/2010 through 

09/14/2010. 

DATES: Effective Date: 10/21/2010. 

Physical Loan Application Deadline 

Date: 12/20/2010. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 07/21/2011. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street, SW., Suite 6050, 

Washington, DC 20416. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

President’s major disaster declaration on 

10/21/2010, Private Non-Profit 

organizations that provide essential 

services of governmental nature may file 

disaster loan applications at the address 

listed above or other locally announced 

locations. 

The following areas have been 

determined to be adversely affected by 

the disaster: 

Primary Counties: Cass, Johnson, 

Nemaha, Otoe, Pawnee, Richardson, 

Saunders. 

The Interest Rates are: 

Percent 

For Physical Damage: 

Non-Profit Organizations With 

Credit Available Elsewhere ..... 3.625 

Non-Profit Organizations Without 

Credit Available Elsewhere ..... 3.000 

For Economic Injury: 

Non-Profit Organizations Without 

Credit Available Elsewhere ..... 3.000 

The number assigned to this disaster 

for physical damage is 12362B and for 

economic injury is 12363B. 

(Catalog of Federal Domestic Assistance 

Numbers 59002 and 59008) 

James E. Rivera, 

Associate Administrator for Disaster 

Assistance. 

[FR Doc. 2010–27535 Filed 10–29–10; 8:45 am] 

BILLING CODE 8025–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #12360 and #12361] 

Wisconsin Disaster #WI–00028 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a Notice of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Wisconsin (FEMA–1944– 

DR), dated 10/21/2010. 

Incident: Severe Storms and Flooding. 

Incident Period: 09/22/2010 through 

10/09/2010. 

DATES: Effective Date: 10/21/2010. 

Physical Loan Application Deadline 

Date: 12/20/2010. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 07/21/2011. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street, SW., Suite 6050, 

Washington, DC 20416. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

President’s major disaster declaration on 

10/21/2010, Private Non-Profit 

organizations that provide essential 

services of governmental nature may file 

disaster loan applications at the address 

listed above or other locally announced 

locations. 

The following areas have been 

determined to be adversely affected by 

the disaster: 

Primary Counties: Buffalo, Clark, 

Jackson, Juneau, Marathon, Portage, 

Taylor, Trempealeau, Wood. 

The Interest Rates are: 

Percent 

For Physical Damage: 

Non-Profit Organizations With 

Credit Available Elsewhere ..... 3.625 

Non-Profit Organizations Without 

Credit Available Elsewhere ..... 3.000 

For Economic Injury: 

Non-Profit Organizations Without 

Credit Available Elsewhere ..... 3.000 

mstockstill on DSKH9S0YB1PROD with NOTICES