Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Order Approving a Proposed Rule Change as Modified by Amendment No. 1 and Notice of Filing and Order Granting Accelerated Approval to Filing as Amended by Amendment No. 2 Relating to Changes to Forms U4, U5, and FINRA Rule 8312, 23750-23759 [E9-11697]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 74, Number 96 (Wednesday, May 20, 2009)]
[Notices]
[Pages 23750-23759]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-11697]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59916; File No. SR-FINRA-2009-008]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Order Approving a Proposed Rule Change as Modified by 
Amendment No. 1 and Notice of Filing and Order Granting Accelerated 
Approval to Filing as Amended by Amendment No. 2 Relating to Changes to 
Forms U4, U5, and FINRA Rule 8312

May 13, 2009.

I. Introduction

    On March 6, 2009, the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and

[[Page 23751]]

Exchange Commission (``Commission'' or ``SEC''), pursuant to Section 
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 
19b-4 thereunder,\2\ a proposed rule change to amend the Uniform 
Application for Securities Industry Registration or Transfer (``Form 
U4'') and the Uniform Termination Notice for Securities Industry 
Registration (``Form U5'') as well as FINRA Rule 8312 (FINRA 
BrokerCheck Disclosure).
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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    The proposed rule change was published in the Federal Register on 
March 27, 2009.\3\ The Commission received 1654 comment letters on the 
proposed rule change.\4\ FINRA responded to the comments on May 6, 
2009.\5\ FINRA filed Amendment No. 1 to the proposed rule change on May 
6, 2009.\6\ On May 11, 2009, FINRA filed Amendment No. 2 to the 
proposed rule change.\7\ This order approves the proposed rule change, 
as modified by Amendment No. 1 and issues notice of, and solicits 
comments on, Amendment No. 2, and approves the filing, as modified by 
Amendment No. 2, on an accelerated basis.
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    \3\ See Securities Exchange Act Release No. 59616 (March 20, 
2009), 74 FR 13491 (``Notice'').
    \4\ Approximately 1,451 comment letters were form comment 
letters. Of these, 770 utilized ``Letter Type A'' (from financial 
advisors expressing their desire to have an opportunity to respond 
to unadjudicated allegations before they are reported to CRD and 
thus opposing the aspect of the proposal which would require 
reporting of allegations of sales practice violations in 
arbitrations or civil lawsuits in which the registered person is not 
a named party). Six hundred eighty one utilized ``Letter Type B'' 
(expressing similar thoughts as Letter Type A but from persons who 
are qualified as both insurance agents and financial advisors). Each 
of the letter types is posted on the Commission's Internet Web site 
(https://www.sec.gov/comments/sr-finra-2009-008/finra2009008.shtml). 
See Exhibit 1 for a list of individual comment letters.
    \5\ See letter to Elizabeth M. Murphy, Secretary, Commission, 
from Richard E. Pullano, Associate Vice President and Chief Counsel, 
Registration and Disclosure, FINRA, dated May 5, 2009 (``Response 
Letter'').
    \6\ Amendment No. 1 is a technical amendment which corrects a 
minor error in the rule text.
    \7\ In Amendment No. 2, FINRA states that it will delay the 
effective date of the willful violation questions for 180 days 
following Commission approval of the proposed rule change and makes 
other adjustments concerned with implementation of the statutory 
disqualification change in response to issues raised by commenters, 
which changes are discussed infra.
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II. Description of the Proposed Rule Change

    The proposed rule change would make certain changes to Forms U4 and 
U5 (together referred to as the ``Forms'') by:
     Revising questions on the Forms to reflect the most recent 
change to the definition of statutory disqualification \8\ and to help 
more accurately identify individuals and firms (collectively referred 
to as ``persons'') subject to a statutory disqualification pursuant to 
Section 15(b)(4)(D) or (E) of the Act (referred to as ``willful 
violations'').
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    \8\ See Section 3(a)(39) of the Act.
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     Revising questions on the Forms regarding disclosure of 
arbitrations or civil lawsuits to require reporting of allegations of 
sales practice violations made against a registered person in 
arbitration or a civil suit regardless of whether that person is named 
as a party.
     Revising questions on the Forms regarding customer 
complaints, arbitrations or civil litigation to clarify the manner in 
which individuals and firms must report sales practice violations 
alleged against registered persons.
     Raising the monetary threshold that triggers reporting of 
settlements of customer complaints, arbitrations or civil lawsuits from 
$10,000 to $15,000, and making a conforming change in the description 
of ``Historic Complaints'' in FINRA Rule 8312.
     Revising the definition of ``Date of Termination'' in Form 
U5, and permitting firms to amend the ``Date of Termination'' and 
``Reason for Termination'' sections of the Form U5.
    The proposal would also make certain technical and conforming 
changes to the Forms.

A. Revisions to the Forms Regarding Willful Violations

    The revised Forms would enable FINRA and other regulators \9\ to 
query the Central Registration Depository (``CRD'') to identify persons 
who are subject to a statutory disqualification as a result of a 
willful violation. The proposal would add questions to Form U4, which 
would require a person to answer whether the SEC, the U.S. Commodity 
Futures Trading Commission (``CFTC'') \10\ or any SRO \11\ has ever:
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    \9\ In addition to FINRA, regulators that use the Forms include 
other self-regulatory organizations (``SROs'') and securities 
regulators of states and other jurisdictions.
    \10\ Proposed Questions 14C(6)-(8), respectively.
    \11\ Proposed Questions 14E(5)-(7), respectively.
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     Found you to have willfully violated any provision of the 
Securities Act of 1933, the Securities Exchange Act of 1934, the 
Investment Advisers Act of 1940, the Investment Company Act of 1940, 
the Commodity Exchange Act, or any rule or regulation under any of such 
Acts, or any of the rules of the Municipal Securities Rulemaking Board, 
or found you to have been unable to comply with any provision of such 
Act, rule or regulation?
     Found you to have willfully aided, abetted, counseled, 
commanded, induced, or procured the violation by any person of any 
provision of the Securities Act of 1933, the Securities Exchange Act of 
1934, the Investment Advisers Act of 1940, the Investment Company Act 
of 1940, the Commodity Exchange Act, or any rule or regulation under 
any of such Acts, or any of the rules of the Municipal Securities 
Rulemaking Board?
     Found you to have failed reasonably to supervise another 
person subject to your supervision, with a view to preventing the 
violation of any provision of the Securities Act of 1933, the 
Securities Exchange Act of 1934, the Investment Advisers Act of 1940, 
the Investment Company Act of 1940, the Commodity Exchange Act, or any 
rule or regulation under any of such Acts, or any of the rules of the 
Municipal Securities Rulemaking Board?
    FINRA proposes to require firms to amend Form U4 to respond to 
these new questions the first time they file an amendment to Form U4 
after the effective date of the proposed rule change, but in any event, 
no later than 180 days following the effective date of the proposed 
rule change.\12\ If a firm determines that the registered person must 
answer ``yes'' to any part of these questions, the amended U4 filing 
would have to include completed disclosure reporting pages (``DRP(s)'') 
covering the proceedings or action reported.\13\
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    \12\ The Commission notes that FINRA originally proposed 120 
days for firms to comply with this aspect of the proposed rule 
change but amended the filing to state that these questions would 
not become effective for 180 days, which gives firms 180 days to 
comply with this provision. See Amendment No. 2, supra note 7.
    \13\ FINRA is not proposing any new questions addressing willful 
violations on the Form U4 Regulatory Action DRP, which elicits 
specific information regarding the status of the events reported in 
response to Questions 14C and 14E. See Notice at 13492.
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    FINRA proposes to add a question \14\ to the Form U5 Regulatory 
Action DRP. After implementation, firms would be required to provide 
more detailed information about certain regulatory actions. In 
addition, for regulatory actions in which the SEC, CFTC or an SRO is 
involved, the proposal would require firms to answer questions 
eliciting whether the action involves a willful violation, which 
correspond to those questions proposed to be added to Form U4. A firm 
would not be required to amend Form U5 to answer this question and/or 
add information to a Form U5 Regulatory Action DRP that

[[Page 23752]]

was filed previously, unless it is updating a regulatory action that it 
reported as pending on the current DRP.
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    \14\ Question 12C.
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B. Revisions to Forms To Require Reporting of Allegations of Sales 
Practice Violations Against Registered Persons Made in Arbitrations or 
Civil Lawsuits in Which the Registered Person Is Not a Named Party

    The proposed rule change would revise the Forms to require the 
reporting of allegations of sales practices violations made against 
registered persons in a civil lawsuit or arbitration in which the 
registered person is not a named party. Specifically, the proposal 
would amend the Forms to require the reporting of alleged sales 
practice violations made by a customer against persons identified in 
the body of a civil lawsuit or an arbitration claim, regardless of 
whether those persons are named as parties.\15\ The proposed questions 
would apply only to arbitration claims or civil suits filed on or after 
the effective date of the proposed rule change.
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    \15\ The proposed rule change would add Questions 14I(4) and (5) 
to Form U4 and Questions 7E(4) and (5) to Form U5. These questions 
would, in most respects, reflect the language of the corresponding 
questions regarding alleged sales practice violations of persons 
identified in consumer complaints (i.e., Questions 14I(2) and (3) in 
Form U4 and Questions 7E(2) and (3) in Form U5).
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    A ``yes'' answer to the newly-proposed questions \16\ would 
indicate that the applicant or registered person, though not named as a 
respondent/defendant in a customer-initiated arbitration or civil 
lawsuit, was either named in or could be reasonably identified from the 
body of the arbitration claim or civil suit as a registered person who 
was involved in one or more of the alleged sales practice violations. A 
firm would be required to answer yes only after it has conducted a 
reasonable investigation into the allegations in the arbitration claim 
or lawsuit and made a good faith determination that the alleged sales 
practice violation(s) involved the registered person.
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    \16\ Question 14I(4)-(5) on Form U4 and Question 7E(4)-(5) on 
Form U5.
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    As a result of the proposed rule change, alleged sales practice 
violations made by a customer against persons identified in the body of 
a civil lawsuit or arbitration claim would be treated the same way that 
customer complaints are currently treated in the Forms.\17\ Such 
matters would be required to be reported no later than thirty days 
after receipt by the firm of the arbitration claim or lawsuit. In 
addition, as is currently the practice with respect to customer 
complaints reported to the CRD, registered persons would have an 
opportunity to provide context on the reported matter on Form U4. 
Persons not currently registered with a member firm, but who were 
registered within the previous two years, would be afforded an 
opportunity to provide context on the reported matter through a Broker 
Comment, which would be disclosed through BrokerCheck consistent with 
FINRA Rule 8312. To the extent a matter becomes non-reportable (if, for 
example, the arbitration or civil suit is dismissed and the dismissal 
is not part of a settlement, or it is settled for less than the 
monetary threshold designated on Form U4), it would, like other 
customer complaints that become non-reportable after a 24-month period, 
be eligible for disclosure through BrokerCheck as an ``Historic 
Complaint,'' provided it meets certain criteria.\18\
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    \17\ The proposed rule change would make corresponding changes 
to Customer Complaint/Arbitration/Civil Litigation DRPs to reflect 
the changes discussed. These changes would include, e.g., eliciting 
specifically whether, in the case of an arbitration or lawsuit, the 
individual was named as a respondent or defendant. The DRPs would 
require disclosure of the alleged damages and disposition for 
matters in which sales practice violations are alleged against an 
individual who was not named in an arbitration or lawsuit.
    \18\ See FINRA Rule 8312(b)(7) and proposed conforming 
revisions. FINRA has proposed replacing NASD Rule 3070 and 
Incorporated NYSE Rule 351 with a single rule, proposed FINRA Rule 
4530, in the Consolidated FINRA Rulebook. See Regulatory Notice 08-
71 (November 2008). FINRA stated that it would consider whether 
corresponding changes to the reporting requirements currently found 
in NASD Rule 3070 and Incorporated NYSE Rule 351 would be warranted 
as a result of the proposed rule change. See Notice at 13494.
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C. Revisions To Clarify the Manner in Which Individuals and Firms Must 
Report Sales Practice Violations Alleged Against Registered Persons

    The proposed rule change would revise questions on the Forms \19\ 
to clarify the manner in which individuals and firms must report 
allegations of sales practice violations against registered persons 
made in an arbitration filing or civil lawsuit or through consumer-
initiated complaints.
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    \19\ Questions 14I on Form U4 and 7E on Form U5.
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D. Revisions To Raise the Monetary Threshold for Reporting Customer 
Complaints, Arbitration, or Civil Lawsuits From $10,000 to $15,000 on 
the Forms and Conforming Change to FINRA Rule 8312

    Currently, the Forms require consumer-initiated arbitration or 
civil lawsuits to be reported only when they have been settled for 
$10,000 or more,\20\ and customer complaints to be reported only when 
they have been settled for $10,000 or more.\21\ The proposed rule 
change would raise these amounts to $15,000. In addition, the proposed 
rule change would amend the description of ``Historic Complaints'' in 
FINRA Rule 8312 to conform to these revised monetary thresholds for 
reporting of settlements of customer complaints, arbitrations or civil 
lawsuits in the Forms.\22\
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    \20\ See Question 14I(1)(c) on Form U4 and Question 7E(1)(c) on 
Form U5.
    \21\ See Question 14I(2) on Form U4 and Question 7E(2) on Form 
U5.
    \22\ The increase of the monetary threshold in Rule 8312 to 
$15,000 is a conforming change to the description of ``Historic 
Complaint'' that will only be applied to settlements that occur 
after the effective date of the proposed rule change. Under the 
proposal, matters settled for more than $10,000 before the proposed 
monetary change would continue to be disclosed through the 
BrokerCheck program. See Response to Comments at 8-9.
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E. Revisions To Clarify the Definition of ``Date of Termination'' in 
Form U5 and To Allow Firms To Amend the ``Date of Termination'' and 
``Reason for Termination''

    FINRA proposes to amend Form U5 by clarifying the definition of 
``date terminated'' and to permit a firm to amend the ``Date of 
Termination'' and ``Reason for Termination,'' subject to certain 
conditions and notifications, provided the firm provides a reason for 
the amendment.
    FINRA would notify other regulators and the broker-dealer with 
which the person is currently associated (if the person is associated 
with another firm) when the date of termination or reason for 
termination has been changed. The original date of termination or 
reason for termination would remain in the CRD in form filing history, 
which information is available only to regulators. Any changes to the 
``Date of Termination'' filed by firms would not affect the manner in 
which FINRA determines whether an individual is required to requalify 
by examination or obtain an appropriate waiver upon reassociating with 
another firm, or whether FINRA has retained jurisdiction over the 
individual. Rather, FINRA would continue to determine such periods 
based on the original ``Date of Termination'' provided by the firm and/
or the date that the original filing was processed by CRD, 
respectively.

F. Technical and Conforming Changes to the Forms

    The proposed rule change would make various technical and 
conforming changes to the Forms, including, among others, converting 
certain free text fields to discrete fields on the DRPs of the Forms; 
adding to Section 7 of Form U5

[[Page 23753]]

(Disclosure Questions) an optional ``Disclosure Certification 
Checkbox'' that would enable firms to affirmatively represent that all 
required disclosure for a terminated person has been reported and the 
record is current at the time of termination; and incorporating the 
definition of ``found'' from the Form U4 Instructions into the Form U5 
Instructions.

III. Discussion of Comments and Commission Findings

    The Commission received 1,451 form comment letters, and 203 
individual comment letters, regarding this proposal. FINRA responded to 
the comment letters on May 6, 2009.\23\ After careful review of the 
proposal and consideration of the comment letters and the Response 
Letter, the Commission finds, for the reasons discussed below, that the 
proposed rule change is consistent with the requirements of the Act and 
the rules and regulations thereunder applicable to a national 
securities association.\24\ In particular, the Commission finds that 
the proposed rule change is consistent with Section 15A(b)(6) of the 
Act,\25\ which requires, among other things, that FINRA's rules be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, and to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest.
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    \23\ See Response Letter, supra note 5.
    \24\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \25\ 15 U.S.C. 78o-3(b)(6).
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A. Revisions to the Forms Regarding Willful Violations

    Approximately forty-two commenters provided comments on this aspect 
of the proposal.\26\ While most support the policy in general,\27\ many 
were concerned with the potential administrative burden firms face in 
complying with this provision and offered a variety of ways to lessen 
the burden on the industry.\28\ Specifically, these commenters 
requested, in combination or separately, among other suggestions, (1) a 
time period of more than 120 days (commenters asked for up to eight 
months) to submit amended Forms U4 with answers to the new questions; 
(2) disabling the CRD ``completeness check'' so that U4 amendments may 
continue to be processed without firms having to respond to the new 
questions the first time they submit an amended U4 for a registered 
representative; (3) eliminating the requirement that a registered 
person sign the U4 amendment; (4) providing a mechanism to ``batch 
file'' answers to the new questions for those persons who have all 
``no'' answers; and (5) that FINRA pre-populate the new questions with 
a ``no'' answer until the final time period to comply with the 
provision.
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    \26\ See, e.g., comment letters from PIABA, NSCP, Torngren, S. 
Brown/LPL, T. Rowe Price, Hefren-Tillotson, Janney, ARM, Raymond 
James, CGMI, Goldman Sachs, Mougey/Kraszewski, NASAA, Fidelity, 
Wells Fargo, SIFMA, UBS, St. John's, Morgan Stanley, NAIBD, Sherman, 
BofA, Deutsche Bank, Charles Schwab, Sutherland, Malecki, Edward 
Jones, PFS, TIAA-CREF, Capital Investment, Nelson, Genworth, MWA, 
FSI, St. Bernard Financial, Farmers Financial, Silver, Ilgenfritz, 
T. Greene/Woodforest, Lincoln Investment, MML, and NPH.
    \27\ See, e.g., comment letters from PIABA, NSCP, Torngren, S. 
Brown/LPL, T. Rowe Price, Hefren-Tillotson, Janney, ARM, Raymond 
James, CGMI, Goldman Sachs, Mougey/Kraszewski, NASAA, Fidelity, 
Wells Fargo, SIFMA, UBS, St. John's, Morgan Stanley, NAIBD, Sherman, 
BofA, Deutsche Bank, Charles Schwab, Sutherland, Malecki, Edward 
Jones, PFS, TIAA-CREF.
    \28\ Other comments relate to fees and the proposed language. A 
few commenters requested that FINRA waive the fees associated with 
the U4 amendments filed to comply with the proposal. See, e.g., T. 
Rowe Price, FSI, and MML. FINRA responded that it would not charge 
for ``no'' answers; however, as is FINRA's current practice, it 
would charge a disclosure review fee for ``yes'' answers, given that 
FINRA staff must review these events. See Response Letter at 3. Some 
commenters objected to the language in FINRA's proposed questions 
and requested that FINRA use less legalese and restate the questions 
in ``plain English.'' See, e.g., St. Bernard Financial, NPH, and 
Sutherland. FINRA responded that its language tracks the language in 
the Act. Persons should contact FINRA or other regulators if needed 
for further guidance on compliance with the Forms. See Response 
Letter at 4.
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    FINRA stated that it appreciates the industry's concerns, and as a 
result, has determined to provide firms with 180 days to comply with 
the proposed rule change.\29\ In order to accomplish this, pursuant to 
Amendment No. 2, the questions regarding willful violations will not 
become effective until 180 days after Commission approval of this 
proposal.\30\ In addition, FINRA stated in Amendment No. 2 that during 
the 180-day period, answers to the new questions will be provisional, 
indicating that ``no'' answers may change to ``yes'' answers as of the 
181st day. Furthermore, FINRA will allow firms to batch file Form U4 
amendments for purposes of filing ``no'' answers to the six new 
questions for as many as 65,000 registered persons at one time for 180 
days after implementation of the proposal, up to the effective date of 
these questions, at which time all answers provided to these questions 
must be complete and accurate.\31\ Finally, FINRA noted that it filed a 
proposal to allow firms to file amendments to the U4 disclosure 
information without obtaining the registered person's manual signature 
under certain circumstances.\32\
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    \29\ See Response Letter at 2.
    \30\ For persons filing their initial U4, the Commission would 
expect firms to get the correct answer to these questions before 
filing the U4 and not merely to check no.
    \31\ FINRA stated that it believes this approach represents an 
effective alternative to relaxing Web CRD system completeness 
checks, which FINRA is unable to accomplish due to system 
constraints. This would achieve the same result and provides firms 
with the full 180 days to conduct the due diligence necessary to 
respond to the new questions. See Response Letter at 2-3. After 180 
days, starting on the date the answers become effective, for any 
``no'' answers provided, whether batched or not, the firm and 
registered person will have represented that the person has not been 
the subject of any finding addressed by the question(s).
    \32\ See Securities Exchange Act Release No. 59784 (April 17, 
2009), 74 FR 18779 (April 24, 2009) (SR-FINRA-2009-019).
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    The Commission believes this aspect of the proposal is consistent 
with the Act and will provide more accurate disclosure regarding 
individuals who are subject to statutory disqualification as a result 
of willful violations. This should enable FINRA and other regulators to 
more easily identify persons subject to these disqualifications.\33\ 
Furthermore, in Amendment No. 2, FINRA provided firms with a number of 
accommodations which should address the concerns raised by the firms 
regarding the administrative burden associated with answering the 
revised questions.
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    \33\ The Commission believes it is reasonable for FINRA to 
charge disclosure review fees, consistent with FINRA's current 
practice, for persons who respond ``yes'' to the newly-proposed 
questions regarding willful violations to help defray costs 
associated with review of the disclosure event.
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B. Revisions to Forms To Require Reporting of Allegations of Sales 
Practice Violations Against Registered Persons Made in Arbitrations or 
Civil Lawsuits in Which the Registered Person Is Not a Named Party

    Registered persons, who comprised a majority of the commenters, 
objected to the new requirement to report arbitration claims or 
lawsuits alleging sales practice violations in which the registered 
person is not named as a respondent.\34\ Among the objections raised by 
the commenters were their inability to defend themselves against a 
claim in arbitration or lawsuit if they were not named as a respondent; 
that the charge would in effect render them guilty without any finding 
by an arbitration panel or court; that they

[[Page 23754]]

would not have notice of a claim or lawsuit if they were not 
respondents; and that this change could lead to inaccurate information 
being included in CRD.
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    \34\ See, e.g., form comment letters, Letter Type A and Letter 
Type B, infra note 4, and comment letters from Morey, NEXT, FNIC, 
McDaniel, Jeff White, Herrick, H. Garrett/Financial Network, Calley, 
Preston, Johns, and Livingston.
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    Those in support of the change state that this change will fill a 
loophole in FINRA's rules, that written customer complaints are 
currently reported, and that it does not make sense to distinguish 
between a written complaint and an arbitration filing or lawsuit.\35\ 
Commenters also note that a variety of legitimate reasons exist for not 
naming a registered person in an arbitration claim or lawsuit. For 
example, one commenter noted that under FINRA's arbitration rules, each 
separately-represented party in an arbitration claim has four 
opportunities to strike a participant from the panel. Accordingly, if a 
firm and registered representative are both named and separately 
represented, the defense has eight opportunities to strike potential 
arbitrators, whereas the plaintiff would only have four.\36\
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    \35\ See, e.g., Aidikoff, Bakhtiari, Caruso, Layne, Lewins, 
Lipner, J. Miller, Meyer, NASAA, Neuman, PIABA, Pounds, Sadler, 
Silver, Stark, and Torngren.
    \36\ See comment letter from Shewan.
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    Other commenters note that attorneys use CRD to screen industry 
arbitrators to determine whether to strike a particular arbitrator from 
the list of potential arbitrators.\37\ With this change to the 
reporting requirements, registered representatives will have to update 
their arbitration disclosure forms to reflect these new disclosures. 
These commenters believe that customers should have access to 
information with respect to whether a potential arbitrator has a claim 
in arbitration or is being sued for allegations involving sales 
practice violations.\38\ This additional information should enable 
claimants and their attorneys to make a more informed judgment with 
respect to striking a particular industry arbitrator from the 
arbitration selection list.
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    \37\ See, e.g., comment letters from Kruske, Meissner, Shockman, 
and Davis.
    \38\ Id.
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    The Commission has weighed the arguments on both sides of the issue 
and, on balance, believes that the benefit to investors of having 
information in BrokerCheck regarding registered representatives who are 
the subject of an arbitration claim or lawsuit involving a sales 
practice violation outweighs the potential harm to registered 
representatives of having to disclose the information. BrokerCheck 
already includes information on written customer complaints. It is 
difficult to justify different reporting requirements for a written 
customer complaint and an arbitration claim or lawsuit, merely because 
the registered representative was named as a respondent. The commenters 
note that there are a number of reasons why an attorney might decide 
not to name a registered representative as a respondent.\39\ The 
Commission agrees with the commenters that disclosure in CRD should not 
depend on a tactical decision made by an attorney who is representing a 
claim in an arbitration proceeding or civil suit. Investors are 
entrusting registered representatives with their savings and should 
have sufficient pertinent information available to enable them to 
select a registered representative with whose background they are 
comfortable. Furthermore, FINRA provides registered representatives 
with the ability to respond to the arbitration claim or lawsuit in Web 
CRD, which information will also be public in BrokerCheck.
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    \39\ See, e.g., comment letters from from Pounds, Layne, Caruso, 
Bakhtiari, Neuman, Stephens, Sadler, PIABA, Stark, Buchwalter, J. 
Miller, Torngren, Aidikoff, Lipner, Feldman, Rosca, Dunlap, Haigney, 
Fellows, Thompson, Schultz, Banks, Davis, Keeney, Ilgenfritz, 
Ostwald, Silver, Van Kampen, Meissner, Lewins, Kruske, Graham, 
Harrison, Cornell, Carlson, Burke, St. John's, Port, Krosschell, 
Vasquez, Shockman, Bernstein, Gladden, Gana, Shewan, and Malecki.
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    Given the central role of CRD as the repository for information on 
registered persons in the securities industry, its use by firms, 
regulators, and the public,\40\ and the Congressional mandate in 
Section 15A(i) of the Act, the Commission believes that FINRA should 
continuously strive to improve CRD and BrokerCheck. The changes 
proposed in this filing should enhance CRD and BrokerCheck by including 
more relevant information that should prove useful to regulators, 
brokerage firms, and the investing public.
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    \40\ See, e.g., FINRA's Web site encouraging investors to use 
BrokerCheck at https://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm.
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C. Revisions To Clarify the Manner in Which Individuals and Firms Must 
Report Sales Practice Violations Alleged Against Registered Persons

    Approximately four commenters opined that the proposed 
clarification regarding written or oral complaints would expand what 
constitutes a complaint and represents a significant change in the 
current reporting requirements.\41\ FINRA responded that it has issued 
interpretive guidance for approximately the past decade indicating that 
an oral complaint by itself is not reportable,\42\ but an oral 
complaint that alleges a sales practice violation that is settled for 
$10,000 or more is reportable.\43\ FINRA stated that this rule proposal 
would not alter or expand this interpretation. The Commission agrees 
with FINRA and believes that this clarification should be helpful to 
persons in complying with reporting requirements.
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    \41\ See, e.g., comment letters from T. Rowe Price, Lincoln 
Investment, FSI, and Sutherland.
    \42\ See Form U4, Question 14I(3).
    \43\ See Form U4, Question 14I(2).
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D. Proposal To Raise the Monetary Threshold for Reporting Customer 
Complaints, Arbitration, or Lawsuits from $10,000 to $15,000 on the 
Forms and Conforming Change to FINRA Rule 8312

    Approximately eleven commenters expressly wrote in support of 
increasing the monetary threshold for reporting a customer complaint, 
arbitration or lawsuit from $10,000 to $15,000.\44\ Two commenters 
suggested raising the threshold to higher amounts, $25,000 \45\ and 
$30,000.\46\ One commenter postulates that raising the threshold would 
increase the ability of public investors with small claims to receive 
compensation without the necessity of participating in a hearing.\47\
---------------------------------------------------------------------------

    \44\ See, e.g., comment letters from Capital Investment, S. 
Brown/LPL, T. Rowe Price, Canning, Cornell, NASAA, FSI, St. John's, 
NAIBD, Charles Schwab, and TIAA-CREF.
    \45\ See comment letter from T. Greene/Woodforest.
    \46\ See comment letter from Sutherland.
    \47\ See comment letter from Cornell.
---------------------------------------------------------------------------

    Eight commenters oppose the proposed revision of the monetary 
threshold.\48\ These commenters believe that the monetary threshold 
should be eliminated completely and that all settled matters should be 
reported. The commenters state that public investors should have access 
to information on all settled matters so that they may determine how, 
or whether, such matters affect a registered person's integrity and 
trustworthiness.\49\
---------------------------------------------------------------------------

    \48\ See comment letters from Layne, PIABA, Torngren, Steiner, 
Meyer, Mougey/Kraszewski, NAIBD, and Malecki.
    \49\ Id. One commenter supports the proposed rule change with 
respect to the Forms, but opposes the conforming change to FINRA 
Rule 8312 and argues that all historic complaints in FINRA Rule 8312 
should be revealed by FINRA for the use of public investors. See 
comment letter from NASAA at 3.
---------------------------------------------------------------------------

    The Commission understands that firms and registered persons may 
wish to settle claims they consider non-meritorious rather than incur 
the costs associated with litigation. The Commission believes that it 
is reasonable for FINRA to raise the monetary threshold amount below 
which settled matters are not reported from $10,000 to $15,000, to 
reflect an increase in costs that has occurred since the $10,000 
threshold was established in 1998.

[[Page 23755]]

E. Revisions To Clarify the Definition of ``Date of Termination'' in 
Form U5 and to Allow Firms to Amend the ``Date of Termination'' and 
``Reason for Termination''

    Twelve commenters support the proposal to allow firms to amend the 
``Date of Termination'' and the ``Reason for Termination'' sections of 
the Form U5.\50\ Some of these commenters note that the change will 
help to ensure the accuracy of information contained in the CRD.\51\
---------------------------------------------------------------------------

    \50\ See comment letters from Capital Investment, S. Brown/LPL, 
T. Rowe Price, Canning, NASAA, Lincoln Investment, FSI, AALU, 
Charles Schwab, Sutherland, PFS, and TIAA-CREF.
    \51\ See, e.g., comment letters from Canning and FSI.
---------------------------------------------------------------------------

    Approximately six commenters oppose the proposal to allow firms to 
amend the ``Reason for Termination'' section of the Form U5.\52\ At 
least one commenter notes that firms should know at the time they file 
a Form U5 why they are terminating a registered representative.\53\ In 
general, these commenters believe that allowing firms to make such a 
change increases the potential for abuse by firms and collusion between 
a firm and a registered representative in changing the reason for 
termination. All of the commenters who oppose the change, except for 
one, believe that firms should continue to be required to obtain a 
court order or an arbitration award to revise the ``Reason for 
Termination'' section of the Form U5.\54\ That commenter suggests that 
firms be allowed to amend the reason for termination without a court 
order or arbitration award only in those circumstances where the change 
is based on a clerical error.\55\ Similarly, the commenter also 
suggests that firms be allowed to amend the date of termination only in 
those cases involving clerical errors.\56\ In its Response Letter, 
FINRA stated that given the safeguards in place, which include a firm's 
requirement to provide a reason for the amendment, FINRA's monitoring 
of the amendments, and notification to regulators, it did not want to 
restrict changes to the date of or reason for termination due to 
clerical errors.
---------------------------------------------------------------------------

    \52\ See comment letters from Layne, PIABA, Torngren, Cornell, 
Mougey/Kraszewski, and Malecki.
    \53\ See comment letter from Cornell.
    \54\ See comment letter from Cornell.
    \55\ This commenter, unlike the other commenters, also opposes 
allowing firms to amend the date of termination, other than in 
circumstances of clerical error, contending that a change in the 
date of termination for any other reason may be subject to 
manipulation and negotiation. See comment letter from Cornell.
    \56\ Id.
---------------------------------------------------------------------------

    The Commission believes that it is reasonable for FINRA to amend 
its rules to allow firms to modify the ``Reason for Termination'' and 
``Date of Termination'' filed on a Form U5 through an amendment to that 
original filing, and that it is acceptable for FINRA to not restrict 
this aspect of the proposal to situations of clerical error. However, 
the Commission expects FINRA to monitor all changes to the date of and 
reason for termination, and to notify other regulators and the broker-
dealer with which the person is currently associated (if the person is 
associated with another firm) when a date of termination or reason for 
termination is amended,\57\ as it has represented it will do, to assure 
these amendments are not made for inappropriate reasons.\58\ The 
Commission believes that under the proposal, safeguards are in place to 
help prevent abuse of the ability to change the date and reason for 
termination and that the proposal should make it more efficient for 
firms to correct inaccurate information in the CRD.
---------------------------------------------------------------------------

    \57\ See Notice at 13496 and Response Letter at 9-10.
    \58\ See e.g., comment letters from Layne, Smiley, Mougey/
Kraszewski, Silver, and Ilgenfritz.
---------------------------------------------------------------------------

F. Technical and Conforming Changes to the Forms

    Four commenters wrote in support of these proposed changes.\59\ One 
commenter believes that the proposed revisions to the Forms would make 
them more user-friendly and, in the case of the Form U4, more likely to 
elicit from a registered person all pertinent information necessary to 
complete the form accurately and completely.\60\ Another commenter 
states that the incorporation of the definition of the term ``found'' 
into the Form U5 instructions would remove any possible ambiguity and 
achieve consistency in the interpretation and application of the 
reporting requirements.\61\ The Commission agrees that these technical 
and conforming changes should add clarity and consistency to the Forms 
and should assist persons in completing the Forms more accurately and 
completely.
---------------------------------------------------------------------------

    \59\ See comment letters from T. Rowe Price, Lincoln Investment, 
FSI, and Charles Schwab.
    \60\ See comment letter from T. Rowe Price.
    \61\ See comment letter from Charles Schwab.
---------------------------------------------------------------------------

IV. Solicitation of Comments Concerning Amendment No. 2

    Interested persons are invited to submit written data, views and 
arguments concerning Amendment No. 2 including whether the filing, as 
amended, is consistent with the Act. Comments may be submitted by any 
of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-FINRA-2009-008 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-2009-008. 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 (https://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 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-2009-008 and should be submitted on or before June 10, 2009.

V. Accelerated Approval of Filing as Amended by Amendment No. 2

    The Commission finds good cause to approve the filing, as amended, 
prior to the thirtieth day after publication in the Federal Register 
pursuant to Section 19(b)(2) of the Act.\62\ As discussed above, in 
Amendment No. 2, FINRA is proposing to delay the effective date of the 
questions regarding willful

[[Page 23756]]

violations for 180 days and providing other adjustments with respect to 
the willful violation questions to lessen the burden on the industry of 
complying with the change in response to the concerns raised by the 
commenters. The Commission believes that the proposed change in 
Amendment No. 2 should substantially lessen the burden of complying 
with the changes. The Commission notes that the changes to the 
questions relating to willful violations are to reflect changes made to 
the definition of statutory disqualification in the Act. The Commission 
believes that it is important to implement the other changes to the 
Forms as soon as practicable, and FINRA will implement the remainder of 
the changes upon Commission approval. Accordingly, pursuant to Section 
19(b)(2) of the Act,\63\ the Commission finds good cause exists to 
approve the filing as amended by Amendment No. 2 prior to the thirtieth 
day after notice in the Federal Register.
---------------------------------------------------------------------------

    \62\ 15 U.S.C. 78s(b)(2).
    \63\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    For the foregoing reasons, the Commission finds that the proposed 
rule change is consistent with the requirements of the Act and the 
rules and regulations thereunder applicable to a national securities 
association, and, in particular, with Section 15A(b)(6) of the Act.\64\
---------------------------------------------------------------------------

    \64\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\65\ that the proposed rule change (SR-FINRA-2009-008), as amended, 
be, and hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

    \65\ 15 U.S.C. 78s(b)(2).
    \66\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\66\
Florence E. Harmon,
Deputy Secretary.

EXHIBIT 1

Comments on FINRA Rulemaking

Self-Regulatory Organizations; Financial Industry Regulatory Authority, 
Inc.; Notice of Filing of Proposed Rule Change Relating to Proposed 
Changes to Forms U4 and U5

(Release No. 34-59616; File No. SR-FINRA-2009-008)

Total Number of Comment Letters Received--1654
Comments have been received from individuals and entities using the 
following Letter Types:
a. 770 individuals or entities using Letter Type A.
b. 681 individuals or entities using Letter Type B.
1. Robert Keenan, CEO, St. Bernard Financial Services, Inc., dated 
March 26, 2009 (``St. Bernard Financial'')
2. Patricia A. Nelson, dated March 26, 2009 (``Nelson'')
3. Edward J. Wiles, Jr., SVP, CCO Genworth Financial Securities Corp., 
received April 1, 2009 (``Genworth'')
4. John L. Small, dated April 3, 2009 (``Small'')
5. Herb Pounds, dated April 3, 2009 (``Pounds'')
6. Richard M. Layne, Law Office of Richard M. Layne, received April 6, 
2009 (``Layne'')
7. Steven B. Caruso, Esq., Maddox Hargett Caruso, P.C., dated April 7, 
2009 (``Caruso'')
8. Ryan K. Bakhtiari, Aidikoff, Uhl & Bakhtiari, dated April 7, 2009 
(``Bakhtiari'')
9. Neal E. Nakagiri, President, CEO, CCO, NPB Financial Group, LLC, 
dated April 8, 2009 (``NPB'')
10. John Morey, Financial Advisor, Raymond James Financial Services, 
dated April 8, 2009 (``Morey'')
11. John Dardis, Division Manager, NEXT Financial Group, dated April 8, 
2009 (``NEXT'')
12. J. Richard Coe, President, Coe Financial Services, dated April 8, 
2009 (``Coe Financial'')
13. Michael Klimis, President and CEO, Klimis & Associates, Inc., dated 
April 8, 2009 (``Klimis'')
14. Mary Allen, Financial Advisor, Royal Alliance Associates, Inc., 
dated April 8, 2009 (``M. Allen/Royal Alliance'')
15. Marsha Williams, Woodforest Financial Services, dated April 8, 2009 
(``M. Williams/Woodforest'')
16. Daniel Thomas, Jr., Certified Financial Planner, Thomas Financial 
Group LLC, dated April 8, 2009 (``Thomas Financial'')
17. Jerome Bonnett, President, Bonnett Financial Services, Inc., dated 
April 8, 2009 (``Bonnett Financial'')
18. Gregory J. Spinazze, Senior Vice President, Cambridge Wealth 
Strategies, dated April 9, 2009 (``Cambridge Wealth'')
19. Charles Robertson, Financial Planner/Advisory Rep., Triad Advisors, 
dated April 9, 2009 (``Triad'')
20. Thomas Schirmer, Registered Representative & Principal, FNIC, dated 
April 9, 2009 (``FNIC'')
21. Jude McDaniel, President, McDaniel & McDaniel, dated April 9, 2009 
(``McDaniel'')
22. Jeff White, CFP, Retirement-Coach, dated April 9, 2009 (``Jeff 
White'')
23. Henry W. Garrett, Investment Adviser Representative, Financial 
Network, dated April 9, 2009 (``H. Garrett/Financial Network'')
24. David P. Neuman, Stoltmann Law Offices, P.C., dated April 9, 2009 
(``Neuman'')
25. Richard A. Stephens, Esq., dated April 9, 2009 (``Stephens'')
26. J. Pat Sadler, Esq., Sadler Hovdesven, P.C., dated April 9, 2009 
(``Sadler'')
27. Daniel W. Roberts, dated April 9, 2009 (``Roberts'')
28. John Austin, Registered Principal, Financial Network, dated April 
9, 2009 (``J. Austin/Financial Network'')
29. Arthur F. Grant, President, Cadaret Grant, dated April 9, 2009 
(``Cadaret Grant'')
30. William Grace, Registered Representative, dated April 10, 2009 
(``Grace'')
31. Charles Lutrick, Registered Representative, dated April 10, 2009 
(``Lutrick'')
32. Suzanne Seay, CFP, dated April 10, 2009 (``Seay'')
33. Ken Loebel, Vice President, BankFinancial, dated April 10, 2009 
(``BankFinancial'')
34. Brian N. Smiley, President, Public Investors Arbitration Bar 
Association, received April 10, 2009 (``PIABA'')
35. Alan Freedman, Financial Advisor, Geronimo Financial, LLC, dated 
April 10, 2009 (``Geronimo Financial'')
36. Hugh Nichols, Registered Representative, Mutual Service 
Corporation, dated April 10, 2009 (``Mutual Service'')
37. Pam Fritz, Chief Compliance Officer, MWA Financial Services, Inc., 
dated April 13, 2009 (``MWA'')
38. Brent Johnson, President, Financial Synergies, Inc., dated April 
13, 2009 (``Financial Synergies'')
39. Leonard Steiner, dated April 13, 2009 (``Steiner'')
40. Steve A. Buchwalter, Esq., dated April 13, 2009 (``Buchwalter'')
41. Bradley R. Stark, P.A., dated April 13, 2009 (``Stark'')
42. Joan Hinchman, Executive Director, President and CEO, The National 
Society of Compliance Professionals, Inc., dated April 13, 2009 
(``NSCP'')
43. Ronald L. King, Chief Compliance Officer, Capital Investment 
Companies, dated April 13, 2009 (``Capital Investment'')
44. Keith Miller, dated April 13, 2009 (``K. Miller'')

[[Page 23757]]

45. John Miller, Swanson Midgley, LLC, dated April 14, 2009 (``J. 
Miller'')
46. Stephen P. Meyer, Esq., dated April 14, 2009 (``Meyer'')
47. William P. Torngren, dated April 14, 2009 (``Torngren'')
48. Philip M. Aidikoff, Esq., dated April 14, 2009 (``Aidikoff'')
49. Seth E. Lipner, Prof. of Law, Zicklin School of Business, Baruch 
College, CUNY, Member, Deutsch Lipner, dated April 14, 2009 
(``Lipner'')
50. Jeffrey A. Feldman, Law Offices of Jeffrey A. Feldman, dated April 
14, 2009 (``Feldman'')
51. Gregory C. Sernett, Vice President and Chief Compliance Officer, 
Ameritas Investment Corp., dated April 14, 2009 (``G. Sernett/
Ameritas'')
52. Stephanie L. Brown, Managing Director, General Counsel, LPL 
Financial Corporation, dated April 15, 2009 (``S. Brown/LPL'')
53. Michael J. Frailey, LUTCF, dated April 15, 2009 (``Frailey'')
54. Jill Clark, dated April 15, 2009 (``Clark'')
55. Stephen D. Mann, dated April 15, 2009 (``Mann'')
56. Christopher Taggart, dated April 15, 2009 (``Taggart'')
57. David Moffet, dated April 15, 2009 (``Moffet'')
58. Lawrence A. Wanek, CFP, ChFC, LUTCF, dated April 15, 2009 
(``Wanek'')
59. Tom Schmidt, dated April 15, 2009 (``Schmidt'')
60. Bradley J. Green, dated April 15, 2009 (``Green'')
61. Ralph Barringer, dated April 15, 2009 (``Barringer'')
62. Norajane McIntyre, dated April 15, 2009 (``McIntyre'')
63. Shaun Seedhouse, CFP, dated April 15, 2009 (``Seedhouse'')
64. Terry Lewis, LUTCF, dated April 15, 2009 (``Lewis'')
65. Laura Drake, dated April 15, 2009 (``Drake'')
66. Lori Susalla Oancea, J.D., dated April 15, 2009 (``Oancea'')
67. Douglas Olawsky, ChFC, FIC, dated April 15, 2009 (``Olawsky'')
68. Courtney L. Livingston, LUTCF, FIC, dated April 15, 2009 
(``Livingston'')
69. Robert T. MacDonald, dated April 15, 2009 (``MacDonald'')
70. Richard N. Preston, ChFC Wealth Management Advisor, dated April 15, 
2009 (``Preston'')
71. Jan Carpenter, CPCU, ChFC, Agent, dated April 15, 2009 
(``Carpenter'')
72. Stephen Coon, dated April 15, 2009 (``Coon'')
73. James A. White, CLU, ChFC, dated April 15, 2009 (``James White'')
74. Cynthia Jo Johns, dated April 15, 2009 (``Johns'')
75. Gary R. Young, dated April 15, 2009 (``G. Young'')
76. Roger Gainer, ChFC, dated April 15, 2009 (``Gainer'')
77. Steven P. Brooks, dated April 15, 2009 (``Brooks'')
78. Harold A. Schwartz, dated April 15, 2009 (``Schwartz'')
79. Raymond Kojetin, dated April 15, 2009 (``Kojetin'')
80. Steve Klein, Chief Compliance Officer, Farmers Financial Solutions, 
LLC, dated April 15, 2009 (``Farmers Financial'')
81. Jerry R. Neill, CLU, ChFC, dated April 15, 2009 (``Neill'')
82. Marian H. Desilets, President, Association of Registration 
Management, dated April 15, 2009 (``ARM'')
83. James Schuberth, dated April 15, 2009 (``Schuberth'')
84. Sarah McCafferty, Vice President and Chief Compliance Officer, T. 
Rowe Price, dated April 15, 2009 (``T. Rowe Price'')
85. R. Drew Kistler, Vice Chairman & Chief Compliance Officer, Hefren-
Tillotson, Inc., dated April 15, 2009 (``Hefren-Tillotson'')
86. Frederick T. Greene, Senior Vice President and Portfolio Manager, 
Woodforest Financial Services, Inc., dated April 15, 2009 (``T. Greene/
Woodforest'')
87. Lance B. Kolbet, RHU, LUTCF, President, University Financial Group, 
Inc., dated April 15, 2009 (``University Financial'')
88. Nancy Kay, CCO, Wall Street Financial Group, dated April 15, 2009 
(``Wall Street Financial'')
89. Michael Kish, dated April 16, 2009 (``Kish'')
90. Blair M. Broussard, LUTCF, dated April 16, 2009 (``Broussard'')
91. Steven Van Scoik, dated April 16, 2009 (``Van Scoik'')
92. Tim Chisholm, dated April 16, 2009 (``Chisholm'')
93. Paul Dougherty, dated April 16, 2009 (``Dougherty'')
94. Bert Reames, CLU, dated April 16, 2009 (``Reames'')
95. Joseph Kosek, dated April 16, 2009 (``Kosek'')
96. J. P. Hildebrand, dated April 16, 2009 (``Hildebrand'')
97. Anthony P. Ladas, CLU, ChFC, dated April 16, 2009 (``Ladas'')
98. Charlene Logan, dated April 16, 2009 (``Logan'')
99. Richard J. Cooney, ChFC, dated April 16, 2009 (``Cooney'')
100. Nancy A. Dorsett, dated April 16, 2009 (``Dorsett'')
101. Nicola Young, dated April 16, 2009 (``N. Young'')
102. Mark J. Miller, dated April 16, 2009 (``M. Miller'')
103. Maria Buss, LUTCF, RFC, dated April 16, 2009 (``Buss'')
104. Jay Mccluskey, dated April 16, 2009 (``Mccluskey'')
105. Joseph W. Guess, dated April 16, 2009 (``Guess'')
106. Rick Theobald, dated April 16, 2009 (``Theobald'')
107. Michael Kidd, dated April 16, 2009 (``Kidd'')
108. Daniel G. Stockemer, dated April 16, 2009 (``Stockemer'')
109. Alin L. Rosca, Attorney at Law, John S. Chapman & Associates, LLC, 
dated April 16, 2009 (``Rosca'')
110. Linda L. Paulsen, dated April 16, 2009 (``Paulsen'')
111. Thomas F. Taylor, CLU, ChFC, dated April 16, 2009 (``Taylor'')
112. R. Graham Self, dated April 16, 2009 (``Self'')
113. James A. Dunlap Jr., Esq., James A. Dunlap Jr. & Associates LLC, 
dated April 16, 2009 (``Dunlap'')
114. William B. (Blake) Woodard, dated April 16, 2009 (``Woodard'')
115. Dayton P. Haigney, III, dated April 16, 2009 (``Haigney'')
116. Gwendolyn L. Wood, dated April 16, 2009 (``Wood'')
117. Henry D. (``Hank'') Fellows, Jr., Esq., Fellows LaBriola LLP, 
dated April 16, 2009 (``Fellows'')
118. Charles M. Thompson, Attorney at Law, dated April 16, 2009 
(``Thompson'')
119. Laurence S. Schultz, Driggers, Schultz and Herbst, dated April 16, 
2009 (``Schultz'')
120. Robert S. Banks, Jr., Banks Law Office, P.C., dated April 16, 2009 
(``Banks'')
121. Ronald M. Amato, Shaheen, Novoselsky, Staat, Filipowski, 
Eccleston, PC, dated April 16, 2009 (``Amato'')
122. Steven W. Stambaugh, Registered Principal, LPL Financial 
Corporation, dated April 16, 2009 (``S. Stambaugh/LPL'')
123. Theodore M. Davis, Esq., dated April 16, 2009 (``Davis'')
124. James D. Keeney, Esq., James D. Keeney, P.A., dated April 16, 2009 
(``Keeney'')
125. Sharon Herrick, dated April 16, 2009 (``Herrick'')
126. Merrell Dean, Registered Representative, Ameritas Investment 
Corp., received April 16, 2009 (``M. Dean/Ameritas'')
127. Gerald Calley, dated April 16, 2009 (``Calley'')
128. Roscoe O. Orton, CLU, President, Eastern Idaho Association of 
Insurance and Financial Advisors, dated April 16, 2009 (``EIAIFA'')
129. Scott C. Ilgenfritz, Esq., Johnson, Pope, Bokor, Ruppel Burns, 
LLP, dated April 16, 2009 (``Ilgenfritz'')

[[Page 23758]]

130. Culpepper Webb, dated April 16, 2009 (``Webb'')
131. Kevin Vasilik, dated April 16, 2009 (``Vasilik'')
132. Janice K. Nielsen, dated April 16, 2009 (``Nielsen'')
133. Mitchell S. Ostwald, Law Offices of Mitchell S. Ostwald, dated 
April 16, 2009 (``Ostwald'')
134. Mario Dalla Valle, dated April 16, 2009 (``Valle'')
135. Scott L. Silver, Esq., Blum & Silver, LLP, dated April 16, 2009 
(``Silver'')
136. William J. Gladden, Securities Arbitration Attorney, dated April 
16, 2009 (``Gladden'')
137. John M. Ivan, Senior Vice President and General Counsel, Janney 
Montgomery Scott LLC, dated April 16, 2009 (``Janney'')
138. Adam J. Gana, Napoli Bern Ripka, LLP, dated April 16, 2009 
(``Gana'')
139. Scott R. Shewan, Born Pape Shewan, LLP, dated April 16, 2009 
(``Shewan'')
140. Tim Canning, Law Offices of Timothy A. Canning, dated April 17, 
2009 (``Canning'')
141. Al Van Kampen, Attorney at Law, dated April 17, 2009 (``Van 
Kampen'')
142. Diane Anderson, Registrations Manager, Raymond James & Associates, 
Inc., received April 17, 2009 (``Raymond James'')
143. Justin Slattery, dated April 17, 2009 (``Slattery'')
144. James Livingston, President/Chief Executive Officer, National 
Planning Holdings, Inc., dated April 17, 2009 (``NPH'')
145. Charles Maurice, dated April 17, 2009 (``Maurice'')
146. Richard G. Wallace, Foley Lardner LLP, dated April 17, 2009 
(``Wallace'')
147. Stuart D. Meissner, Esq., Stuart D. Meissner LLC, dated April 17, 
2009 (``Meissner'')
148. Richard A. Lewins, Esq., Special Counsel, Burg Simpson Eldredge 
Hersh Jardine PC, dated April 17, 2009 (``Lewins'')
149. Jeffrey Kruske, Law Office of Jeffrey S. Kruske, P.A., dated April 
17, 2009 (``Kruske'')
150. David Shrom, Shrom Associates/FSC Securities Corporation, dated 
April 17, 2009 (``Shrom/FSC'')
151. Nicholas J. Taldone, Attorney, dated April 17, 2009 (``Taldone'')
152. Evan J. Charkes, Managing Director and Deputy General Counsel, 
Citigroup Global Markets, Inc., dated April 17, 2009 (``CGMI'')
153. John W. Curtis, General Counsel Global Compliance, Goldman, Sachs 
Co., dated April 17, 2009 (``Goldman Sachs'')
154. Jan Graham, Graham Law Offices, dated April 17, 2009 (``Graham'')
155. David Harrison, Esq., Law Offices of David Harrison, dated April 
17, 2009 (``Harrison'')
156. William A. Jacobson, Esq., Associate Clinical Professor of Law, 
Director, Cornell Securities Law Clinic, dated April 17, 2009 
(``Cornell'')
157. Peter J. Mougey, Esq. and Kristian P. Kraszewski, Esq., dated 
April 17, 2009 (``Mougey/Kraszewski'')
158. Fred Joseph, President, North American Securities Administrators 
Association, Inc., Colorado Securities Commissioner, received April 17, 
2009 (``NASAA'')
159. Robert K. Savage, Esq., The Savage Law Firm, P.A., dated April 17, 
2009 (``Savage'')
160. Gary A. Sanders, Vice President, Securities and State Government 
Relations, National Association of Insurance and Financial Advisors, 
dated April 17, 2009 (``NAIFA'')
161. Kert Martin, dated April 17, 2009 (``Martin'')
162. Carl J. Carlson, Attorney, dated April 17, 2009 (``Carlson'')
163. Nancy L.H. Boyd, Director of Compliance, Lincoln Investment 
Planning, Inc., dated April 17, 2009 (``Lincoln Investment'')
164. John S. Burke, Esq., Higgins Burke, P.C., dated April 17, 2009 
(``Burke'')
165. Charles V. Senatore, Senior Vice President, Chief Compliance 
Officer, Fidelity Investments, dated April 17, 2009 (``Fidelity'')
166. Jonathan W. Evans, Esq., dated April 17, 2009 (``J. Evans'')
167. William S. Shepherd, Managing Partner, Shepherd, Smith & Edwards, 
LLP, received April 17, 2009 (``Shepherd'')
168. Ronald C. Long, Director, Regulatory Affairs, Wells Fargo 
Advisors, dated April 17, 2009 (``Wells Fargo'')
169. Dale E. Brown, President & CEO, Financial Services Institute, 
Inc., dated April 17, 2009 (``FSI'')
170. Amal Aly, Managing Director and Association General Counsel, 
Securities Industry and Financial Markets Association, dated April 17, 
2009 (``SIFMA'')
171. W. Scott Greco, Greco & Greco, P.C., received April 17, 2009 
(``Greco'')
172. Eileen O'Connell Arcuri, UBS Financial Services Inc., dated April 
17, 2009 (``UBS'')
173. Colin S. Casey, dated April 17, 2009 (``Casey'')
174. Christine Lazaro and Lisa Catalano, Securities Arbitration Clinic, 
St. John's University School of Law, dated April 17, 2009 (``St. 
John's'')
175. Laura Lang, IBSI, received April 17, 2009 (``IBSI'')
176. Barry D. Estell, Attorney at Law, received April 17, 2009 
(``Estell'')
177. Robert S. Rosenthal, Chief Legal Officer, MML Investors Services, 
Inc., dated April 17, 2009 (``MML'')
178. Michael P. Corry, President, Association for Advanced Life 
Underwriting, dated April 17, 2009 (``AALU'')
179. Michelle Oroschakoff, Managing Director, and Jill Ostergaard, 
Managing Director, Morgan Stanley, dated April 17, 2009 (``Morgan 
Stanley'')
180. Geoffrey Boyer, President, Boyer Financial Group, received April 
17, 2009 (``Boyer Financial'')
181. David M. Koll, dated April 17, 2009 (``Koll'')
182. Robert C. Port, Esq., Cohen, Goldstein, Port Gottlieb, LLP, dated 
April 17, 2009 (``Port'')
183. Lisa M. Roth, National Association of Independent Broker-Dealers 
Member Advocacy Committee Chair, Keystone Capital Corporation, CEO/CCO, 
dated April 17, 2009 (``NAIBD'')
184. Steven M. Sherman, Law Offices of Steven M. Sherman, received 
April 17, 2009 (``Sherman'')
185. Douglas G. Preston, Senior Vice President, Head of Regulatory 
Affairs, Bank of America Securities LLC, dated April 17, 2009 
(``BofA'')
186. Stephen Krosschell, Goodman & Nekvasil, P.A., dated April 17, 2009 
(``Krosschell'')
187. Jessica Vasquez, Willeford Law Firm, dated April 17, 2009 
(``Vasquez'')
188. Rosemary J. Shockman, Shockman Law Office, dated April 17, 2009 
(``Shockman'')
189. John R. Tait, dated April 17, 2009 (``Tait'')
190. Margie Adams, Director, Deutsche Bank Securities Inc., received 
April 17, 2009 (``Deutsche Bank'')
191. Bari Havlik, SVP and Chief Compliance Officer, Charles Schwab & 
Co., Inc., dated April 17, 2009 (``Charles Schwab'')
192. Clifford Kirsch and Susan Krawczyk, Sutherland Asbill & Brennan 
LLP, dated April 17, 2009 (``Sutherland'')
193. Jenice L. Malecki, Esq., Malecki Law, dated April 17, 2009 
(``Malecki'')
194. Jesse Hill, Director of Regulatory Relations, Edward Jones, dated 
April 17, 2009 (``Edward Jones'')
195. Scot Bernstein, Law Offices of Scot D. Bernstein, A Professional 
Corporation, dated April 18, 2009 (``Bernstein'')

[[Page 23759]]

196. Robert Mabe, Registered Representative, dated April 18, 2009 
(``Mabe'')
197. John R. Still, dated April 20, 2009 (``Still'')
198. David Farrell, dated April 20, 2009 (``Farrell'')
199. Daniel Woodring, V.P. and Chief Compliance Officer, PFS 
Investme