30198 Federal Register / Vol. 74, No. 120 / Wednesday, June 24, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3For convenience, Incorporated NYSE Rule 352 

is hereinafter referred to as ‘‘NYSE Rule 352.’’ 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60135; File No. SR–FINRA– 

2009–014] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Proposed Rule Change To Adopt 

FINRA Rule 2150 (Improper Use of 

Customers’ Securities or Funds; 

Prohibition Against Guarantees and 

Sharing in Accounts) in the 

Consolidated FINRA Rulebook 

June 18, 2009. 

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

Securities Exchange Act of 1934 (‘‘SEA’’ 

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

notice is hereby given that on March 24, 

2009, 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, II, 

and III below, which Items substantially 

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 2330 (Customers’ Securities or 

Funds) as FINRA Rule 2150 (Improper 

Use of Customers’ Securities or Funds; 

Prohibition Against Guarantees and 

Sharing in Accounts) in the 

consolidated FINRA rulebook taking 

into account certain provisions of 

Incorporated NYSE Rule 352 

(Guarantees, Sharing in Accounts, and 

Loan Arrangements) 3 and to delete 

NYSE Rule 352, with the exception of 

NYSE Rules 352(e) (Limitations on 

Borrowing From or Lending to 

Customers), 352(f) (Loan Procedures) 

and 352(g). 

The proposed rule change would 

renumber NASD Rule 2330(a) (Improper 

Use) as FINRA Rule 2150(a) (Improper 

Use), NASD Rule 2330(e) (Prohibition 

Against Guarantees) as FINRA Rule 

2150(b) (Prohibition Against 

Guarantees) and NASD Rule 2330(f) 

(Sharing in Accounts; Extent 

Permissible) as FINRA Rule 2150(c) 

(Sharing in Accounts; Extent 

Permissible) in the consolidated FINRA 

rulebook. The proposed rule change also 

would add a ‘‘Supplementary Material’’ 

section to proposed FINRA Rule 2150 

that contains certain clarifications and 

codifications of existing staff guidance. 

The text of the proposed rule change is 

set forth below. Proposed new language 

is italicized; proposed deletions are in 

brackets. 

* * * * * 

Text of Proposed New FINRA Rule 

(NASD Rules 2330(a), 2330(e) and 

2330(f) and Incorporated NYSE Rules 

352(a), 352(b), 352(c) and 352(d) To Be 

Deleted in Their Entirety From the 

Transitional Rulebook) 

* * * * * 

2000. DUTIES AND CONFLICTS 

* * * * * 

2100. TRANSACTIONS WITH 

CUSTOMERS 

* * * * * 

2150. Improper Use of Customers’ 

Securities or Funds; Prohibition Against 

Guarantees and Sharing in Accounts 

(a) Improper Use 

No member or person associated with 

a member shall make improper use of 

a customer’s securities or funds. 

(b) Prohibition Against Guarantees 

No member or person associated with 

a member shall guarantee a customer 

against loss in connection with any 

securities transaction or in any 

securities account of such customer. 

(c) Sharing in Accounts; Extent 

Permissible 

(1)(A) Except as provided in 

paragraph (c)(2), no member or person 

associated with a member shall share 

directly or indirectly in the profits or 

losses in any account of a customer 

carried by the member or any other 

member; provided, however, that a 

member or person associated with a 

member may share in the profits or 

losses in such an account if: 

(i) Such person associated with a 

member obtains prior written 

authorization from the member 

employing the associated person; 

(ii) Such member or person associated 

with a member obtains prior written 

authorization from the customer; and 

(iii) Such member or person 

associated with a member shares in the 

profits or losses in any account of such 

customer only in direct proportion to 

the financial contributions made to such 

account by either the member or person 

associated with a member. 

(B) Exempt from the direct 

proportionate share limitation of 

paragraph (c)(1)(A)(iii) are accounts of 

the immediate family of such member or 

person associated with a member. For 

purposes of this Rule, the term 

‘‘immediate family’’ shall include 

parents, mother-in-law or father-in-law, 

husband or wife, children or any 

relative to whose support the member or 

person associated with a member 

otherwise contributes directly or 

indirectly. 

(2) Notwithstanding the prohibition of 

paragraph (c)(1), a member or person 

associated with a member that is acting 

as an investment adviser may receive 

compensation based on a share in 

profits or gains in an account if: 

(A) Such person associated with a 

member seeking such compensation 

obtains prior written authorization from 

the member employing the associated 

person; 

(B) Such member or person associated 

with a member seeking such 

compensation obtains prior written 

authorization from the customer; and 

(C) All of the conditions in Rule 205– 

3 of the Investment Advisers Act (as the 

same may be amended from time to 

time) are satisfied. 

Supplementary Material 

.01 Inapplicability of Rule to Certain 

Guarantees. For purposes of paragraph 

(b) of this Rule, a ‘‘guarantee’’ that is 

extended to all holders of a particular 

security by an issuer as part of that 

security generally would not be subject 

to the prohibition against guarantees. 

.02 Permissible Reimbursement by 

Member of Certain Losses. Nothing in 

this Rule shall preclude a member, but 

not an associated person of the member, 

from determining on an after-the-fact 

basis, to reimburse a customer for 

transaction losses; provided, however, 

that the member shall comply with all 

reporting requirements that may be 

applicable to such payment. For 

example, if the payment can reasonably 

be construed as a settlement, the 

member shall report the payment as a 

settlement under the applicable 

reporting requirement(s). In addition, 

nothing in this Rule shall preclude a 

member, but not an associated person of 

the member, from correcting a bona fide 

error. This Supplementary Material .02 

does not apply to an associated person 

of a member because of the concern that 

any such payment may conceal 

individual misconduct. 

.03 Record Retention. For purposes 

of paragraph (c) of this Rule, members 

shall preserve the required written 

authorization(s) for at least six years 

after the date the account is closed. 

.04 Applicability of Other Rules to 

Sharing Arrangements. Members and 

Federal Register / Vol. 74, No. 120 / Wednesday, June 24, 2009 / Notices 30199 

associated persons should be aware that 

participation in a sharing arrangement 

permitted under paragraph (c) of this 

Rule does not affect the applicability of 

other FINRA rules, including paragraph 

(b) of this Rule and NASD Rules 3030, 

3040 and 3050, to such sharing 

arrangement. 

* * * * * 

Text of NASD Rules and Incorporated 

NYSE Rules To Remain in the 

Transitional Rulebook 

* * * * * 

NASD Rules 

* * * * * 

2330. Customers’ Securities or Funds 

(a) Reserved. [Improper Use] 

[No member or person associated with 

a member shall make improper use of a 

customer’s securities or funds.] 

(b) No Change. 

(c) No Change. 

(d) No Change. 

(e) Reserved. [Prohibition Against 

Guarantees] 

[No member or person associated with 

a member shall guarantee a customer 

against loss in connection with any 

securities transaction or in any 

securities account of such customer.] 

(f) Reserved. [Sharing in Accounts; 

Extent Permissible] 

[(1)(A) Except as provided in 

paragraph (f)(2) no member or person 

associated with a member shall share 

directly or indirectly in the profits or 

losses in any account of a customer 

carried by the member or any other 

member; provided, however, that a 

member or person associated with a 

member may share in the profits or 

losses in such an account if (i) such 

person associated with a member 

obtains prior written authorization from 

the member employing the associated 

person; (ii) such member or person 

associated with a member obtains prior 

written authorization from the 

customer; and (iii) such member or 

person associated with a member shares 

in the profits or losses in any account 

of such customer only in direct 

proportion to the financial contributions 

made to such account by either the 

member or person associated with a 

member.] 

[(B) Exempt from the direct 

proportionate share limitation of 

paragraph (f)(1)(A)(iii) are accounts of 

the immediate family of such member or 

person associated with a member. For 

purposes of this Rule, the term 

‘‘immediate family’’ shall include 

parents, mother-in-law or father-in-law, 

husband or wife, children or any 

relative to whose support the member or 

person associated with a member 

otherwise contributes directly or 

indirectly.] 

[(2) Notwithstanding the prohibition 

of paragraph (f)(1), a member or person 

associated with a member that is acting 

as an investment adviser (whether or 

not registered as such) may receive 

compensation based on a share in 

profits or gains in an account if (i) such 

person associated with a member 

seeking such compensation obtains 

prior written authorization from the 

member employing the associated 

person; (ii) such member or person 

associated with a member seeking such 

compensation obtains prior written 

authorization from the customer; and 

(iii) all of the conditions in Rule 205– 

3 of the Investment Advisers Act of 

1940 (as the same may be amended from 

time to time) are satisfied.] 

* * * * * 

Incorporated NYSE Rules 

* * * * * 

Rule 352. Guarantees, Sharing in 

Accounts, and Loan Arrangements 

[Prohibitions Against Guarantees] 

(a) Reserved. [No member 

organization shall guarantee or in any 

way represent that it will guarantee any 

customer against loss in any account or 

on any transaction; and no member, 

principal executive, registered 

representative or officer shall guarantee 

or in any way represent that either he 

or she, or his or her employer, will 

guarantee any customer against loss in 

any customer account or on any 

customer transaction. The prohibitions 

in this paragraph extend to the payment, 

in whole or in part, of a debit balance.] 

[Prohibition Against Sharing in Profits 

and Losses] 

(b) Reserved. [Except as otherwise 

provided by this Rule, no member, 

member organization, principal 

executive, officer, or any other person 

acting in the capacity of a registered 

representative shall, directly or 

indirectly, (i) take or receive or agree to 

take or receive a share in the profits, or 

(ii) share or agree to share in any losses, 

in any customer’s account or of any 

transaction effected therein.] 

[Joint Accounts and Order Errors] 

(c) Reserved. [Subject to compliance 

with paragraph (a), paragraph (b) of this 

Rule shall not preclude a member not 

associated with a member organization, 

or a member organization or, with the 

prior written authorization of the 

member organization, a member 

associated with such member 

organization, a principal executive or 

other person acting in the capacity of a 

registered representative, from 

participating with a customer in a joint 

account and sharing in the profits or 

losses therein in direct proportion to 

financial contributions made to such 

account. Accounts of immediate family 

members of such persons are exempt 

from the direct proportionate share 

limitation. (See Rule 93 for reporting 

and approval requirements concerning 

participation in joint accounts by 

members and member organizations.) 

Nor shall it preclude a member not 

associated with a member organization 

or a member organization from sharing 

or agreeing to share any losses in a 

customer account if it has been 

established that the loss was caused in 

whole or in part by an error resulting 

from the action or inaction of such 

member, member organization, or 

person associated therewith (See also 

Rule 134).] 

[For purposes of this section (c), the 

term ‘‘immediate family’’ shall include 

parents, mother-in-law or father-in-law, 

husband or wife, children or any 

relative to whose support the principal 

executive or persons acting in the 

capacity of a registered representative 

otherwise contributes directly or 

indirectly.] 

[Certain Investment Advisory 

Arrangements] 

(d) Reserved. [Notwithstanding the 

prohibition of paragraph (b), a person 

acting as an investment adviser 

(whether or not registered as such) may 

receive compensation based on a share 

of profits or gains in an account if all the 

of the conditions in Rule 205–3 of the 

Investment Advisers act of 1940 (as may 

be amended from time to time) are 

satisfied. All advisory compensation 

arrangements should be reviewed by 

member organizations and their counsel 

in light of applicable State and Federal 

law (e.g., ERISA).] 

Limitations on Borrowing From or 

Lending to Customers 

(e) No Change. 

Loan Procedures 

(f) No Change. 

(g) No Change. 

* * * * * 

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 

30200 Federal Register / Vol. 74, No. 120 / Wednesday, June 24, 2009 / Notices 

4The 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 FINRA 

Information Notice, March 12, 2008 (Rulebook 

Consolidation Process). 

5NASD Rules 2330(b) (General Provisions), 

2330(c) (Authorization to Lend), 2330(d) 

(Segregation and Identification of Securities) and 

Interpretive Material 2330 (Segregation of 

Customers’ Securities) set forth certain financial 

and operational requirements. These provisions 

would remain in the Transitional Rulebook to be 

addressed as part of a later phase of the rulebook 

consolidation process. 

6NYSE Rules 352(e), 352(f) and 352(g) govern 

borrowing from or lending to customers. These 

provisions generally are equivalent to the 

provisions of NASD Rule 2370 (Borrowing From or 

Lending to Customers). NASD Rule 2370 and the 

corresponding NYSE provisions would remain in 

the Transitional Rulebook to be addressed as part 

of a later phase of the rulebook consolidation 

process. 

7 In 2005, the SEC adopted Advisers Act Rule 

202(a)(11)–1, a principal purpose of which was to 

deem broker-dealers offering ‘‘fee-based brokerage 

accounts’’ as not 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 (D.C. Cir. 2007). 

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 (the 

‘‘Consolidated FINRA Rulebook’’),4

FINRA is proposing to adopt NASD 

Rules 2330(a), 2330(e) and 2330(f) as 

FINRA Rules 2150(a), 2150(b) and 

2150(c), respectively, in the 

Consolidated FINRA Rulebook, with 

certain changes as described below.5

Proposed FINRA Rule 2150 also would 

take into account certain provisions of 

NYSe Rule 352. In addition, proposed 

FINRA Rule 2150 includes a 

‘‘Supplementary Material’’ section that 

contains certain clarifications and 

codifications of existing staff guidance. 

The proposed rule change would delete 

NYSe Rule 352 (with the exception of 

paragraphs (e), (f) and (g)) 6 from the 

Transitional Rulebook. 

Proposed Amendments 

FINRA is proposing the following 

amendments. 

a. Improper Use of Customers’ 

Securities or Funds (proposed FINRA 

Rule 2150(a)) 

NASD Rule 2330(a) prohibits 

members and associated persons from 

making improper use of a customer’s 

securities or funds. The improper use of 

customer securities or funds threatens 

the fundamental relationship between a 

broker and a customer and undermines 

the integrity of the securities industry. 

NASD Rule 2330(a) has proven effective 

through nearly 70 years of regulatory 

experience. There is no Incorporated 

NYSE Rule equivalent to NASD Rule 

2330(a). FINRA is proposing to adopt 

NASD Rule 2330(a) as FINRA Rule 

2150(a) in the Consolidated FINRA 

Rulebook without changes. 

b. Prohibition Against Guarantees 

(proposed FINRA Rule 2150(b)) 

NASD Rule 2330(e) prohibits 

members and their associated persons 

from guaranteeing a customer against 

loss in connection with any securities 

transaction or in any securities account 

of the customer. The reason for the 

prohibition is that such guarantees 

create the expectation that the customer 

is insulated from market risk intrinsic in 

securities ownership and may induce 

the customer to engage in a securities 

transaction that is not otherwise 

appropriate for the customer. 

FINRA is proposing to adopt NASD 

Rule 2330(e) as FINRA Rule 2150(b) in 

the Consolidated FINRA Rulebook 

without changes. FINRA is proposing to 

delete NYSE Rule 352(a) (Prohibitions 

Against Guarantees) because its 

provisions are substantially similar to 

proposed FINRA Rule 2150(b). 

c. Sharing in Accounts (proposed 

FINRA Rule 2150(c)) 

NASD Rule 2330(f) prohibits members 

and associated persons from sharing in 

the profits or losses in a customer’s 

account except under certain limited 

conditions. NASD Rule 2330(f)(1) 

permits a member or associated person 

to share in the profits or losses in a 

customer’s account if: (1) The associated 

person obtains the prior written 

authorization of his or her employing 

member; (2) the member or associated 

person obtains the prior written 

authorization of the customer; and (3) 

the member or associated person shares 

in the profits or losses in the account 

only in direct proportion to the 

member’s or associated person’s 

financial contributions to the account. 

The rule exempts from the 

proportionality requirement accounts of 

the immediate family of the member or 

associated person. NASD Rule 2330(f)(2) 

permits a member or associated person 

that is acting as an investment adviser, 

whether or not registered as such under 

the Investment Advisers Act of 1940 

(‘‘Advisers Act’’), to receive 

compensation based on a share in the 

profits or gains in a customer’s account 

if: (1) The associated person obtains the 

prior written authorization of his or her 

employing member; (2) the member or 

associated person obtains the prior 

written authorization of the customer; 

and (3) all of the conditions specified in 

Rule 205–3 of the Advisers Act are 

satisfied. 

Similar to NASD Rule 2330(f)(1), 

NYSE Rules 352(b) (Prohibition Against 

Sharing in Profits and Losses) and 

352(c) (Joint Accounts and Order Errors) 

provide that sharing profits or losses in 

a joint account with a customer is 

permitted if it is in direct proportion to 

financial contributions made to the 

account, and the member provides prior 

written authorization. However, NYSE 

Rules 352(b) and (c) do not require the 

prior written authorization of the 

customer as required under NASD Rule 

2330(f)(1). In addition, NYSE Rule 

352(c) expressly permits sharing in 

customer losses resulting from an error 

transaction. Similar to NASD Rule 

2330(f)(2), NYSE Rule 352(d) (Certain 

Investment Advisory Arrangements) 

permits sharing arrangements that 

comply with Section 205 of the 

Advisers Act and the associated rules. 

However, NYSE Rule 352(d) does not 

require members to obtain the 

customer’s prior written authorization 

as required under NASD Rule 2330(f)(2). 

FINRA is proposing to adopt NASD 

Rule 2330(f) as FINRA Rule 2150(c) in 

the Consolidated FINRA Rulebook, with 

only minor changes. Specifically, 

FINRA is proposing to delete the 

provision in NASD Rule 2330(f)(2) 

regarding the registration status under 

the Advisers Act of members and 

associated persons acting as investment 

advisers. This provision was intended to 

clarify the application of the rule to 

broker-dealers that were deemed not to 

be subject to the Advisers Act under 

Rule 202(a)(11)–1 of the Advisers Act.7

Since Rule 202(a)(11)–1 has been 

vacated, the provision is no longer 

necessary. 

FINRA is proposing to delete NYSE 

Rules 352(b), (c) and (d) because these 

provisions are substantially similar to 

proposed FINRA Rule 2150(c) or are 

Federal Register / Vol. 74, No. 120 / Wednesday, June 24, 2009 / Notices 30201 

8See SR–NASD–2002–180; Notice to Members 

03–21 (April 2003). FINRA is proposing to make 

this clarification even though such arrangements do 

not implicate the express language of the rule, in 

light of member inquiries regarding such securities 

and existing staff guidance. See Securities Exchange 

Act Release No. 47354 (February 12, 2003), 68 FR 

8053 (February 19, 2003) (Order Approving File No. 

SR–NASD–2002–180). 

9See id. 

10Associated persons would not similarly be 

permitted to reimburse their customers for losses 

under the rule given the concern that such 

payments may conceal individual misconduct. 

11 15 U.S.C. 78o–3(b)(6). 12 17 CFR 200.30–3(a)(12). 

otherwise incorporated as part of the 

supplementary material to proposed 

FINRA Rule 2150, as noted below. 

d. Proposed Supplementary Material 

In addition, FINRA is proposing to 

add a ‘‘Supplementary Material’’ section 

to proposed FINRA Rule 2150 that 

would: 

• Codify existing staff guidance 

clarifying that a ‘‘guarantee’’ extended 

to all holders of a particular security by 

an issuer as part of that security 

generally would not be subject to the 

prohibition against guarantees 8 and that 

a permissible sharing arrangement 

remains subject to other applicable 

FINRA rules; 9

• Clarify that the rule does not 

preclude a member from determining on 

an after-the-fact basis, to reimburse a 

customer for transaction losses, 

provided however that the member shall 

comply with all reporting requirements 

that may be applicable to such 

payment; 10

• Consistent with NYSE Rule 352(c), 

clarify that the rule does not preclude a 

member from correcting a bona fide 

error; and, 

• Clarify that the required written 

authorization(s) shall be preserved for a 

period of at least six years after the date 

the account is closed, which is 

consistent with the retention period 

under the SEA for similar records. 

FINRA intends to announce the 

implementation date of the proposed 

rule change in a Regulatory Notice to be 

published no later than 90 days 

following 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,11 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 

public interest. FINRA believes that the 

proposed rule change will further the 

purposes of the Act by protecting 

investors against potential misconduct. 

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 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 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 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: 

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–2009–014 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–2009–014. 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 

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 inspection and copying 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–2009–014 and 

should be submitted on or before July 

15, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14802 Filed 6–23–09; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF TRANSPORTATION 

Office of the Secretary 

Privacy Act of 1974: System of 

Records 

AGENCY: Federal Highway 

Administration, Department of 

Transportation (DOT). 

ACTION: Notice to establish a system of 

records. 

SUMMARY: DOT intends to establish a 

system of records under the Privacy Act 

of 1974 entitled the ‘‘National Highway 

Institute Web site (NHIW) and Course 

Management and Tracking System 

(CMTS)’’. The system will contain 

information on customers and 

instructors who use or contribute 

services to the National Highway 

Institute. The NHIW does not contain 

any information about individuals, just 

course and session data that is stored in 

CMTS. Additional information on this 

system is described in the