Guidance

One of the primary missions of the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”) is the protection of investors, of which senior investors are an important and growing subset. As part of a collaborative effort, staff of the SEC’s Office of Compliance Inspections and Examinations (“OCIE”)1  and FINRA (collectively, the “staff”) conducted 44 examinations of broker-dealers in 2013 that focused on how firms conduct business with senior investors as they prepare for and enter into retirement.

February 20, 2015

Mr. Gregory J. Nowak
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799

Re: FINRA Rule 5130 - Restrictions on the Purchase and Sale of Initial Equity Public Offerings

Dear Mr. Nowak:

This is in response to your letter dated December 3, 2014, in which you request interpretive guidance on behalf of PCV Lux, SCA ("PCV") regarding the definition of "portfolio manager" under FINRA Rule 5130(i)(10)(D) (Portfolio Managers).

1. Q: If I am an existing subscriber or vendor of the SPDS (Structured Products Dissemination Service) will I automatically receive the new ABS data set on June 1, 2015?
   A: Existing subscribers or vendors of SPDS will automatically receive disseminated transactions in publicly traded ABS. No changes to the vendor agreement are required. Please note: Rule 144A ABS transactions will be disseminated over the SPDS144A feed, which requires a subscription to the 144A data set.
   

Many firms will from time to time seek to expand their business by, for example, adding a new line of business or substantially increasing the scope and size of their existing business that may or may not require a Continuing Membership Application (CMA) for FINRA's approval.

FINRA is conducting a retrospective review of its gifts and non-cash compensation rules, and is publishing this report on the assessment phase of the review. The purpose of the review is to assess whether the rules are meeting their intended investor protection objectives by reasonably efficient means and to take steps to maintain or improve the effectiveness of the rules while minimizing negative economic impacts.

FINRA is conducting a retrospective review of its communications rules, and is publishing this report on the assessment phase of the review. The purpose of the review is to assess whether the communications rules are meeting their intended investor protection objectives by reasonably efficient means and to take steps to maintain or improve the effectiveness of the rules while minimizing negative economic impacts.

FINRA Rule 2360(b)(2) provides that “[t]he position and exercise limits for FLEX Equity Options for members that are not also members of the exchange on which FLEX Equity Options trade shall be the same as the position and exercise limits as applicable to members of the exchange on which such FLEX Equity Options are traded.”

FINRA Rule 2360(b)(3)(B) provides that "...no member shall effect for any account in which such member has an interest, or for the account of any partner, officer, director or employee therof, or for the account of any customer, an opening transaction in an option contract of any class of index options dealt in on an exchange if the member has reason to believe that as a result of such transaction the member or partner, officer, director, or employee thereof, or customer, would, acting alone or in concert with others directly or indirectly, hold or

FINRA Rule 2359(a) provides that “…no member shall effect for any account in which such member has an interest, or for the account of any partner, officer, director or employee thereof, or for the account of any customer, a purchase or sale transaction in an index warrant listed on a national securities exchange if the member has reason to believe that as a result of such transaction the member, or partner, officer, director or employee thereof, or customer would, acting alone or in concert with others, directly or indirectly, hold or control an aggreg

FINRA Rule 2360(b)(3)(B) provides that “…no member shall effect for any account in which such member has an interest, or for the account of any partner, officer, director or employee thereof, or for the account of any customer, an opening transaction in an option contract of any class of index options dealt in on an exchange if the member has reason to believe that as a result of such transaction the member or partner, officer, director or employee thereof, or customer, would, acting alone or in concert with others, directly or indirectly, hold or cont

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