80_FR_27311 80 FR 27220 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Adopt FINRA Rule 2272 To Govern Sales or Offers of Sales of Securities on the Premises of Any Military Installation to Members of the U.S. Armed Forces or Their Dependents

80 FR 27220 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Adopt FINRA Rule 2272 To Govern Sales or Offers of Sales of Securities on the Premises of Any Military Installation to Members of the U.S. Armed Forces or Their Dependents

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 91 (May 12, 2015)

Page Range27220-27222
FR Document2015-11381

Federal Register, Volume 80 Issue 91 (Tuesday, May 12, 2015)
[Federal Register Volume 80, Number 91 (Tuesday, May 12, 2015)]
[Notices]
[Pages 27220-27222]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-11381]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74890; File No. SR-FINRA-2015-009]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Adopt 
FINRA Rule 2272 To Govern Sales or Offers of Sales of Securities on the 
Premises of Any Military Installation to Members of the U.S. Armed 
Forces or Their Dependents

May 6, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on April 23, 2015, Financial Industry Regulatory Authority, Inc. 
(``FINRA'') 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 have been substantially prepared by 
FINRA. The Commission is publishing this notice to solicit comments on 
the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to adopt FINRA Rule 2272, which would govern 
sales or offers of sales of securities on the premises of any military 
installation to members of the U.S. Armed Forces or their dependents.
    The text of the proposed rule change is available on FINRA's Web 
site at http://www.finra.org, at the principal office of FINRA and at 
the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, FINRA included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. FINRA has prepared summaries, set forth in sections A, 
B,

[[Page 27221]]

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
    The proposed rule change would adopt FINRA Rule 2272, which would 
govern sales or offers of sales of securities on the premises of any 
military installation to members of the U.S. Armed Forces or their 
dependents.
Statutory Requirement
    The Military Personnel Financial Services Protection Act 
(``Military Act'') was enacted to protect members of the U.S. Armed 
Forces from unscrupulous practices regarding sales of insurance, 
financial and investment products.\3\ Congress amended Section 15A(b) 
of the Exchange Act with the enactment of the Military Act to require 
FINRA, as a registered securities association, to adopt rules governing 
the sales or offers of sales of securities on the premises of any 
military installation to members of the U.S. Armed Forces or their 
dependents.\4\ Such rules must require: (1) The broker-dealer 
performing brokerage services to clearly and conspicuously disclose to 
potential investors (a) that the securities offered are not being 
offered or provided by the broker-dealer on behalf of the federal 
government, and that its offer is not sanctioned, recommended, or 
encouraged by the federal government and (b) the identity of the 
registered broker-dealer offering the securities; (2) such broker-
dealer to perform an appropriate suitability determination, including 
consideration of costs and knowledge about securities, prior to making 
a recommendation of a security to a member of the U.S. Armed Forces or 
a dependent thereof; and (3) that no person receive any referral fee or 
incentive compensation in connection with a sale or offer of sale of 
securities, unless such person is an associated person of a registered 
broker-dealer and is qualified pursuant to the rules of a self-
regulatory organization.\5\
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    \3\ Public Law 109-290, 120 Stat. 1317.
    \4\ 15 U.S.C. 78o-3(b).
    \5\ 15 U.S.C. 78o-3(b)(14).
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Proposal
    FINRA, as a registered securities association, is proposing to 
adopt Rule 2272 to comply with the statutory requirements of the 
Military Act. Proposed Rule 2272 would require that any member engaging 
in sales or offers of sales of securities on the premises of a military 
installation to any member of the U.S. Armed Forces or a dependent 
thereof shall clearly and conspicuously disclose in writing, which may 
be electronic, to such potential investor prior to engaging in sales or 
offers of sales of securities to such investor: (1) The identity of the 
member offering the securities; and (2) that the securities offered are 
not being offered or provided by the member on behalf of the federal 
government, and that the offer of such securities is not sanctioned, 
recommended or encouraged by the federal government.\6\ Electronic 
delivery of the disclosures required by proposed Rule 2272 must be 
consistent with SEC guidance on the use of electronic media to satisfy 
delivery obligations which, among other things, requires affirmative 
consent of the customer for delivery of certain documents.\7\
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    \6\ See proposed Rule 2272(b).
    \7\ See Securities Exchange Act Release No. 37182 (May 6, 1996); 
61 FR 24644 (May 15, 1996). See also Securities Exchange Act Release 
No. 42728 (April 28, 2000); 65 FR 25843 (May 4, 2000).
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    Proposed Rule 2272 also would incorporate the suitability 
obligations under FINRA Rule 2111. Specifically, the proposed rule 
would explicitly provide that a member must satisfy the suitability 
obligations imposed by Rule 2111 when making a recommendation on the 
premises of a military installation to any member of the U.S. Armed 
Forces or a dependent thereof.\8\ FINRA believes that the suitability 
obligations imposed by Rule 2111 satisfy the statutory requirement that 
FINRA adopt rules requiring its members to perform an appropriate 
suitability determination, including consideration of costs and 
knowledge about securities, prior to making a recommendation to a 
member of the U.S. Armed Forces or a dependent thereof. FINRA has 
previously stated that the cost associated with a recommendation is one 
factor for a member or an associated person to consider when 
determining whether a security or investment strategy is suitable for a 
customer pursuant to Rule 2111.\9\ Further, Rule 2111 requires a member 
or associated person to use reasonable diligence to obtain and 
consider, among other things, the customer's investment experience.\10\
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    \8\ See proposed Rule 2272(c).
    \9\ See Regulatory Notice 12-25 (May 2012). FINRA stated that 
the cost associated with a recommendation is one of many important 
factors to consider when determining whether the subject security or 
investment strategy involving a security or securities is suitable.
    \10\ See Rule 2111(a) (requiring that a member or associated 
person use reasonable diligence to obtain and consider a customer's 
investment profile, which includes the customer's investment 
experience). See also Regulatory Notice 12-25.
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    Proposed Rule 2272 also would provide that no member shall cause a 
person to receive a referral fee or incentive compensation in 
connection with sales or offers of sales of securities on the premises 
of a military installation with any member of the U.S. Armed Forces or 
a dependent thereof, unless such person is an associated person of a 
registered broker-dealer who is appropriately qualified consistent with 
FINRA rules, and the payment complies with applicable federal 
securities laws and FINRA rules.\11\
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    \11\ See proposed Rule 2272(d).
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    For purposes of the proposed rule change, FINRA proposes to define 
``military installation'' to include ``any federally owned, leased or 
operated base, reservation, post, camp, building or other facility to 
which members of the U.S. Armed Forces are assigned for duty, including 
barracks, transient housing and family quarters.'' \12\ FINRA will read 
with interest comments as to whether proposed Rule 2272 should be 
broadened to apply to sales or offers of sales of securities both on 
and off the premises of a military installation to any member of the 
U.S. Armed Forces or a dependent thereof. In this regard, FINRA reminds 
members that any such sales or offers of sales of securities off the 
premises of a military installation must comply with applicable FINRA 
rules, including suitability requirements, and that any misleading 
representation made to a member of the U.S. Armed Forces or a dependent 
thereof off the premises of a military installation that the securities 
are being offered or provided on behalf of, or sanctioned, recommended, 
or encouraged by the federal government would be otherwise prohibited 
by FINRA rules.\13\
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    \12\ See proposed Rule 2272(a). The proposed definition is 
consistent with the definition included in the Military Sales 
Practices Model Regulation adopted by the National Association of 
Insurance Commissioners. See http://www.naic.org/store/free/MDL-568.pdf.
    \13\ See, e.g., Rules 2010, 2020, and 2210.
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    FINRA will announce the effective date of the proposed rule change 
in a Regulatory Notice to be published no later than 60 days following 
Commission approval. The effective date will be no later than 180 days 
following publication of the Regulatory Notice announcing Commission 
approval.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions

[[Page 27222]]

of Section 15A(b)(6) of the Act,\14\ 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 providing members of the U.S. Armed 
Forces and their dependents on the premises of military installations 
with clear disclosure that the securities offered are not being offered 
or provided by the member on behalf of the federal government, and that 
the offer of such securities is not sanctioned, recommended or 
encouraged by the federal government. The proposed rule change also 
would require persons receiving referral fees or other incentive 
compensation in connection with such sales to be appropriately 
qualified associated persons of a broker-dealer so as to mitigate 
potentially abusive and unscrupulous sales practices.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

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. Proposed Rule 2272 is intended 
to benefit members of the U.S. Armed Forces and their dependents on the 
premises of military installations by providing enhanced disclosure 
about securities investments and limiting compensation for referrals.
    According to the 2012 National Financial Capability Study's 
Military Report,\15\ approximately half of the survey respondents hold 
non-retirement investments and approximately 65% have self-directed 
retirement plans. In addition, approximately two-thirds of respondents 
indicated that they have consulted with a financial professional 
outside the military over the past five years.
---------------------------------------------------------------------------

    \15\ The report and related materials can be found at: http://www.usfinancialcapability.org/resultsm.php. The report is based on a 
survey of 1,000 members of the U.S. Armed Forces, including active 
duty personnel, activated Reserve and National Guard personnel, and 
Reserve and National Guard personnel not currently on active duty.
---------------------------------------------------------------------------

    The Department of Defense has separately imposed requirements for 
personal commercial solicitations, including offers and sales of 
securities, on the premises of military installations. Among other 
things, the Department of Defense has required: (i) Registering persons 
seeking to solicit on the premises of military installations with the 
installation's commander prior to soliciting on the premises; (ii) 
checking the person's license status and complaint history prior to 
granting permission for soliciting on the premises; (iii) permitting 
only previously scheduled meetings in a location designated by the 
commander or in family quarters; and (iv) maintaining a list of persons 
and companies who have had their commercial solicitation privileges 
withdrawn.\16\ The Department of Defense's requirements have the 
practical effect of limiting access to the premises of military 
installations for the purpose of commercial solicitations.
---------------------------------------------------------------------------

    \16\ See Department of Defense Instruction No. 1344.07 (March 
30, 2006).
---------------------------------------------------------------------------

    The proposed rule change would impose additional costs on members 
that offer to sell securities on the premises of U.S. military 
installations to members of the U.S. Armed Forces and their dependents. 
Specifically, members would be required to provide additional 
disclosure and to adopt supervisory policies and procedures reasonably 
designed to ensure that the disclosure is provided where required. 
FINRA anticipates that the disclosure required by proposed Rule 2272 
would be provided with other materials and disclosures typically 
provided to potential investors.

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 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-FINRA-2015-009 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2015-009. This 
file number should be included on the subject line if email 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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 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-2015-009 and should be 
submitted on or before June 2, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-11381 Filed 5-11-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                  27220                          Federal Register / Vol. 80, No. 91 / Tuesday, May 12, 2015 / Notices

                                                     100 F Street NE., Washington, DC                     implied consent to send a notice to each                Dated: May 6, 2015.
                                                     20549–2736.                                          applicable investor stating that the                  Robert W. Errett,
                                                  Extension:                                              investors in the household will receive               Deputy Secretary.
                                                    Rule 30e–2, SEC File No. 270–437, OMB                 one report in the future unless the                   [FR Doc. 2015–11370 Filed 5–11–15; 8:45 am]
                                                      Control No. 3235–0494.                              investors provide contrary instructions.              BILLING CODE 8011–01–P
                                                     Notice is hereby given that, under the               In addition, at least once a year, UITs
                                                  Paperwork Reduction Act of 1995 (44                     relying on the rule for householding
                                                  U.S.C. 3501 et seq.), (‘‘Paperwork                      must explain to investors who have                    SECURITIES AND EXCHANGE
                                                  Reduction Act’’) the Securities and                     provided written or implied consent                   COMMISSION
                                                  Exchange Commission (the                                how they can revoke their consent. The
                                                                                                                                                                [Release No. 34–74890; File No. SR–FINRA–
                                                  ‘‘Commission’’) has submitted to the                    purpose of the notice and annual                      2015–009]
                                                  Office of Management and Budget                         explanation requirements associated
                                                  (‘‘OMB’’) a request for extension of the                with the householding provisions of the               Self-Regulatory Organizations;
                                                  previously approved collection of                       rule is to ensure that investors who wish             Financial Industry Regulatory
                                                  information discussed below.                            to receive individual copies of                       Authority, Inc.; Notice of Filing of a
                                                     Rule 30e–2 (17 CFR 270.30e–2) under                  shareholder reports are able to do so.                Proposed Rule Change To Adopt
                                                  the Investment Company Act of 1940                         The Commission estimates that the                  FINRA Rule 2272 To Govern Sales or
                                                  (15 U.S.C. 80a–1 et seq.) (‘‘Investment                 annual burden associated with rule 30e–               Offers of Sales of Securities on the
                                                  Company Act’’) requires registered unit                 2 is 121 hours per respondent, including              Premises of Any Military Installation to
                                                  investment trusts (‘‘UITs’’) that invest                an estimated 20 hours associated with                 Members of the U.S. Armed Forces or
                                                  substantially all of their assets in shares             the notice requirement for householding               Their Dependents
                                                  of a management investment company                      and an estimated 1 hour associated with
                                                                                                          the explanation of the right to revoke                May 6, 2015.
                                                  (‘‘fund’’) to send their unitholders
                                                                                                          consent to householding. The                             Pursuant to Section 19(b)(1) of the
                                                  annual and semiannual reports
                                                                                                          Commission estimates that there are                   Securities Exchange Act of 1934
                                                  containing financial information on the
                                                                                                          currently approximately 700 UITs.                     (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
                                                  underlying company. Specifically, rule
                                                                                                          Therefore, the Commission estimates                   notice is hereby given that on April 23,
                                                  30e–2 requires that the report contain
                                                                                                          that the total hour burden is                         2015, Financial Industry Regulatory
                                                  all the applicable information and
                                                                                                          approximately 84,700 hours. In addition               Authority, Inc. (‘‘FINRA’’) filed with the
                                                  financial statements or their equivalent,
                                                                                                          to the burden hours, the Commission                   Securities and Exchange Commission
                                                  required by rule 30e–1 under the
                                                                                                          estimates that the annual cost of                     (‘‘SEC’’ or ‘‘Commission’’) the proposed
                                                  Investment Company Act (17 CFR
                                                                                                          contracting for outside services                      rule change as described in Items I, II,
                                                  270.30e–1) to be included in reports of
                                                                                                          associated with rule 30e–2 is $20,000                 and III below, which Items have been
                                                  the underlying fund for the same fiscal
                                                                                                          per respondent, for a total cost of                   substantially prepared by FINRA. The
                                                  period. Rule 30e–1 requires that the
                                                                                                          approximately $14,000,000.                            Commission is publishing this notice to
                                                  underlying fund’s report contain, among
                                                                                                             Estimates of average burden hours are              solicit comments on the proposed rule
                                                  other things, the information that is
                                                                                                          made solely for the purposes of the                   change from interested persons.
                                                  required to be included in such reports
                                                  by the fund’s registration statement form               Paperwork Reduction Act and are not                   I. Self-Regulatory Organization’s
                                                  under the Investment Company Act.                       derived from a comprehensive or even                  Statement of the Terms of Substance of
                                                  The purpose of this requirement is to                   representative survey or study of the                 the Proposed Rule Change
                                                  apprise current shareholders of the                     costs of Commission rules and forms.
                                                                                                                                                                   FINRA is proposing to adopt FINRA
                                                  operational and financial condition of                  The collection of information under rule
                                                                                                                                                                Rule 2272, which would govern sales or
                                                  the UIT. Absent the requirement to                      30e–2 is mandatory. The information
                                                                                                                                                                offers of sales of securities on the
                                                  disclose all material information in                    provided under rule 30e–2 will not be
                                                                                                                                                                premises of any military installation to
                                                  reports, investors would be unable to                   kept confidential. An agency may not
                                                                                                                                                                members of the U.S. Armed Forces or
                                                  obtain accurate information upon which                  conduct or sponsor, and a person is not
                                                                                                                                                                their dependents.
                                                  to base investment decisions and                        required to respond to, a collection of                  The text of the proposed rule change
                                                  consumer confidence in the securities                   information unless it displays a                      is available on FINRA’s Web site at
                                                  industry might be adversely affected.                   currently valid OMB control number.                   http://www.finra.org, at the principal
                                                  Requiring the submission of these                          The public may view the background                 office of FINRA and at the
                                                  reports to the Commission permits us to                 documentation for this information                    Commission’s Public Reference Room.
                                                  verify compliance with securities law                   collection at the following Web site,
                                                  requirements.                                           www.reginfo.gov. Comments should be                   II. Self-Regulatory Organization’s
                                                     Rule 30e–2, however, permits, under                  directed to: (i) Desk Officer for the                 Statement of the Purpose of, and
                                                  certain conditions, delivery of a single                Securities and Exchange Commission,                   Statutory Basis for, the Proposed Rule
                                                  shareholder report to investors who                     Office of Information and Regulatory                  Change
                                                  share an address (‘‘householding’’).                    Affairs, Office of Management and                        In its filing with the Commission,
                                                  Specifically, rule 30e–2 permits                        Budget, Room 10102, New Executive                     FINRA included statements concerning
                                                  householding of annual and semi-                        Office Building, Washington, DC 20503,                the purpose of and basis for the
                                                  annual reports by UITs to satisfy the                   or by sending an email to: Shagufta_                  proposed rule change and discussed any
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  delivery requirements of rule 30e–2 if,                 Ahmed@omb.eop.gov; and (ii) Pamela                    comments it received on the proposed
                                                  in addition to the other conditions set                 Dyson, Director/Chief Information                     rule change. The text of these statements
                                                  forth in the rule, the UIT has obtained                 Officer, Securities and Exchange                      may be examined at the places specified
                                                  from each applicable investor written or                Commission, c/o Remi Pavlik-Simon,                    in Item IV below. FINRA has prepared
                                                  implied consent to the householding of                  100 F Street NE., Washington, DC 20549                summaries, set forth in sections A, B,
                                                  shareholder reports at such address. The                or send an email to: PRA_Mailbox@
                                                  rule requires UITs that wish to                         sec.gov. Comments must be submitted to                  1 15   U.S.C. 78s(b)(1).
                                                  household shareholder reports with                      OMB within 30 days of this notice.                      2 17   CFR 240.19b–4.



                                             VerDate Sep<11>2014   17:31 May 11, 2015   Jkt 235001   PO 00000   Frm 00079   Fmt 4703   Sfmt 4703   E:\FR\FM\12MYN1.SGM     12MYN1


                                                                                 Federal Register / Vol. 80, No. 91 / Tuesday, May 12, 2015 / Notices                                                       27221

                                                  and C below, of the most significant                    any member engaging in sales or offers                    Proposed Rule 2272 also would
                                                  aspects of such statements.                             of sales of securities on the premises of              provide that no member shall cause a
                                                                                                          a military installation to any member of               person to receive a referral fee or
                                                  A. Self-Regulatory Organization’s
                                                                                                          the U.S. Armed Forces or a dependent                   incentive compensation in connection
                                                  Statement of the Purpose of, and
                                                                                                          thereof shall clearly and conspicuously                with sales or offers of sales of securities
                                                  Statutory Basis for, the Proposed Rule                  disclose in writing, which may be                      on the premises of a military installation
                                                  Change                                                  electronic, to such potential investor                 with any member of the U.S. Armed
                                                  1. Purpose                                              prior to engaging in sales or offers of                Forces or a dependent thereof, unless
                                                                                                          sales of securities to such investor: (1)              such person is an associated person of
                                                  Background
                                                                                                          The identity of the member offering the                a registered broker-dealer who is
                                                    The proposed rule change would                        securities; and (2) that the securities                appropriately qualified consistent with
                                                  adopt FINRA Rule 2272, which would                      offered are not being offered or provided              FINRA rules, and the payment complies
                                                  govern sales or offers of sales of                      by the member on behalf of the federal                 with applicable federal securities laws
                                                  securities on the premises of any                       government, and that the offer of such                 and FINRA rules.11
                                                  military installation to members of the                 securities is not sanctioned,                             For purposes of the proposed rule
                                                  U.S. Armed Forces or their dependents.                  recommended or encouraged by the                       change, FINRA proposes to define
                                                  Statutory Requirement                                   federal government.6 Electronic delivery               ‘‘military installation’’ to include ‘‘any
                                                                                                          of the disclosures required by proposed                federally owned, leased or operated
                                                     The Military Personnel Financial                     Rule 2272 must be consistent with SEC                  base, reservation, post, camp, building
                                                  Services Protection Act (‘‘Military Act’’)              guidance on the use of electronic media                or other facility to which members of
                                                  was enacted to protect members of the                   to satisfy delivery obligations which,                 the U.S. Armed Forces are assigned for
                                                  U.S. Armed Forces from unscrupulous                     among other things, requires affirmative               duty, including barracks, transient
                                                  practices regarding sales of insurance,                 consent of the customer for delivery of                housing and family quarters.’’ 12 FINRA
                                                  financial and investment products.3                     certain documents.7                                    will read with interest comments as to
                                                  Congress amended Section 15A(b) of the                     Proposed Rule 2272 also would                       whether proposed Rule 2272 should be
                                                  Exchange Act with the enactment of the                  incorporate the suitability obligations                broadened to apply to sales or offers of
                                                  Military Act to require FINRA, as a                     under FINRA Rule 2111. Specifically,                   sales of securities both on and off the
                                                  registered securities association, to                   the proposed rule would explicitly                     premises of a military installation to any
                                                  adopt rules governing the sales or offers               provide that a member must satisfy the                 member of the U.S. Armed Forces or a
                                                  of sales of securities on the premises of               suitability obligations imposed by Rule                dependent thereof. In this regard,
                                                  any military installation to members of                 2111 when making a recommendation                      FINRA reminds members that any such
                                                  the U.S. Armed Forces or their                          on the premises of a military installation             sales or offers of sales of securities off
                                                  dependents.4 Such rules must require:                   to any member of the U.S. Armed Forces                 the premises of a military installation
                                                  (1) The broker-dealer performing                        or a dependent thereof.8 FINRA believes                must comply with applicable FINRA
                                                  brokerage services to clearly and                       that the suitability obligations imposed               rules, including suitability
                                                  conspicuously disclose to potential                     by Rule 2111 satisfy the statutory                     requirements, and that any misleading
                                                  investors (a) that the securities offered               requirement that FINRA adopt rules                     representation made to a member of the
                                                  are not being offered or provided by the                requiring its members to perform an                    U.S. Armed Forces or a dependent
                                                  broker-dealer on behalf of the federal                  appropriate suitability determination,                 thereof off the premises of a military
                                                  government, and that its offer is not                   including consideration of costs and
                                                                                                                                                                 installation that the securities are being
                                                  sanctioned, recommended, or                             knowledge about securities, prior to
                                                                                                                                                                 offered or provided on behalf of, or
                                                  encouraged by the federal government                    making a recommendation to a member
                                                                                                                                                                 sanctioned, recommended, or
                                                  and (b) the identity of the registered                  of the U.S. Armed Forces or a
                                                                                                                                                                 encouraged by the federal government
                                                  broker-dealer offering the securities; (2)              dependent thereof. FINRA has
                                                                                                                                                                 would be otherwise prohibited by
                                                  such broker-dealer to perform an                        previously stated that the cost
                                                                                                                                                                 FINRA rules.13
                                                  appropriate suitability determination,                  associated with a recommendation is
                                                                                                                                                                    FINRA will announce the effective
                                                  including consideration of costs and                    one factor for a member or an associated
                                                                                                                                                                 date of the proposed rule change in a
                                                  knowledge about securities, prior to                    person to consider when determining
                                                                                                                                                                 Regulatory Notice to be published no
                                                  making a recommendation of a security                   whether a security or investment
                                                                                                                                                                 later than 60 days following
                                                  to a member of the U.S. Armed Forces                    strategy is suitable for a customer
                                                                                                                                                                 Commission approval. The effective
                                                  or a dependent thereof; and (3) that no                 pursuant to Rule 2111.9 Further, Rule
                                                                                                                                                                 date will be no later than 180 days
                                                  person receive any referral fee or                      2111 requires a member or associated
                                                                                                                                                                 following publication of the Regulatory
                                                  incentive compensation in connection                    person to use reasonable diligence to
                                                                                                                                                                 Notice announcing Commission
                                                  with a sale or offer of sale of securities,             obtain and consider, among other
                                                                                                                                                                 approval.
                                                  unless such person is an associated                     things, the customer’s investment
                                                  person of a registered broker-dealer and                experience.10                                          2. Statutory Basis
                                                  is qualified pursuant to the rules of a                                                                          FINRA believes that the proposed rule
                                                                                                            6 See proposed Rule 2272(b).
                                                  self-regulatory organization.5                                                                                 change is consistent with the provisions
                                                                                                            7 See Securities Exchange Act Release No. 37182
                                                  Proposal                                                (May 6, 1996); 61 FR 24644 (May 15, 1996). See also
                                                                                                          Securities Exchange Act Release No. 42728 (April       and consider a customer’s investment profile,
                                                    FINRA, as a registered securities                     28, 2000); 65 FR 25843 (May 4, 2000).                  which includes the customer’s investment
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                                                  association, is proposing to adopt Rule                   8 See proposed Rule 2272(c).                         experience). See also Regulatory Notice 12–25.
                                                  2272 to comply with the statutory                         9 See Regulatory Notice 12–25 (May 2012). FINRA        11 See proposed Rule 2272(d).

                                                  requirements of the Military Act.                       stated that the cost associated with a                   12 See proposed Rule 2272(a). The proposed

                                                                                                          recommendation is one of many important factors        definition is consistent with the definition included
                                                  Proposed Rule 2272 would require that                   to consider when determining whether the subject       in the Military Sales Practices Model Regulation
                                                                                                          security or investment strategy involving a security   adopted by the National Association of Insurance
                                                    3 Public Law 109–290, 120 Stat. 1317.                 or securities is suitable.                             Commissioners. See http://www.naic.org/store/free/
                                                    4 15 U.S.C. 78o–3(b).                                   10 See Rule 2111(a) (requiring that a member or      MDL–568.pdf.
                                                    5 15 U.S.C. 78o–3(b)(14).                             associated person use reasonable diligence to obtain     13 See, e.g., Rules 2010, 2020, and 2210.




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                                                  27222                          Federal Register / Vol. 80, No. 91 / Tuesday, May 12, 2015 / Notices

                                                  of Section 15A(b)(6) of the Act,14 which                persons seeking to solicit on the                     including whether the proposed rule
                                                  requires, among other things, that                      premises of military installations with               change is consistent with the Act.
                                                  FINRA rules must be designed to                         the installation’s commander prior to                 Comments may be submitted by any of
                                                  prevent fraudulent and manipulative                     soliciting on the premises; (ii) checking             the following methods:
                                                  acts and practices, to promote just and                 the person’s license status and
                                                                                                                                                                Electronic Comments
                                                  equitable principles of trade, and, in                  complaint history prior to granting
                                                  general, to protect investors and the                   permission for soliciting on the                        • Use the Commission’s Internet
                                                  public interest. FINRA believes that the                premises; (iii) permitting only                       comment form (http://www.sec.gov/
                                                  proposed rule change will further the                   previously scheduled meetings in a                    rules/sro.shtml); or
                                                  purposes of the Act by providing                        location designated by the commander
                                                  members of the U.S. Armed Forces and                    or in family quarters; and (iv)                         • Send an email to rule-comments@
                                                  their dependents on the premises of                     maintaining a list of persons and                     sec.gov. Please include File Number SR–
                                                  military installations with clear                       companies who have had their                          FINRA–2015–009 on the subject line.
                                                  disclosure that the securities offered are              commercial solicitation privileges                    Paper Comments
                                                  not being offered or provided by the                    withdrawn.16 The Department of
                                                  member on behalf of the federal                         Defense’s requirements have the                         • Send paper comments in triplicate
                                                  government, and that the offer of such                  practical effect of limiting access to the            to Brent J. Fields, Secretary, Securities
                                                  securities is not sanctioned,                           premises of military installations for the            and Exchange Commission, 100 F Street
                                                  recommended or encouraged by the                        purpose of commercial solicitations.                  NE., Washington, DC 20549–1090.
                                                  federal government. The proposed rule                     The proposed rule change would                      All submissions should refer to File
                                                  change also would require persons                       impose additional costs on members                    Number SR–FINRA–2015–009. This file
                                                  receiving referral fees or other incentive              that offer to sell securities on the                  number should be included on the
                                                  compensation in connection with such                    premises of U.S. military installations to            subject line if email is used. To help the
                                                  sales to be appropriately qualified                     members of the U.S. Armed Forces and                  Commission process and review your
                                                  associated persons of a broker-dealer so                their dependents. Specifically, members               comments more efficiently, please use
                                                  as to mitigate potentially abusive and                  would be required to provide additional               only one method. The Commission will
                                                  unscrupulous sales practices.                           disclosure and to adopt supervisory                   post all comments on the Commission’s
                                                                                                          policies and procedures reasonably                    Internet Web site (http://www.sec.gov/
                                                  B. Self-Regulatory Organization’s
                                                                                                          designed to ensure that the disclosure is             rules/sro.shtml). Copies of the
                                                  Statement on Burden on Competition
                                                                                                          provided where required. FINRA                        submission, all subsequent
                                                    FINRA does not believe that the                       anticipates that the disclosure required              amendments, all written statements
                                                  proposed rule change will result in any                 by proposed Rule 2272 would be                        with respect to the proposed rule
                                                  burden on competition that is not                       provided with other materials and                     change that are filed with the
                                                  necessary or appropriate in furtherance                 disclosures typically provided to                     Commission, and all written
                                                  of the purposes of the Act. Proposed                    potential investors.                                  communications relating to the
                                                  Rule 2272 is intended to benefit
                                                                                                          C. Self-Regulatory Organization’s                     proposed rule change between the
                                                  members of the U.S. Armed Forces and
                                                                                                          Statement on Comments on the                          Commission and any person, other than
                                                  their dependents on the premises of
                                                                                                          Proposed Rule Change Received From                    those that may be withheld from the
                                                  military installations by providing
                                                                                                          Members, Participants, or Others                      public in accordance with the
                                                  enhanced disclosure about securities
                                                                                                                                                                provisions of 5 U.S.C. 552, will be
                                                  investments and limiting compensation                     Written comments were neither
                                                                                                                                                                available for Web site viewing and
                                                  for referrals.                                          solicited nor received.
                                                    According to the 2012 National                                                                              printing in the Commission’s Public
                                                                                                          III. Date of Effectiveness of the                     Reference Room, 100 F Street NE.,
                                                  Financial Capability Study’s Military
                                                                                                          Proposed Rule Change and Timing for                   Washington, DC 20549, on official
                                                  Report,15 approximately half of the
                                                                                                          Commission Action                                     business days between the hours of
                                                  survey respondents hold non-retirement
                                                  investments and approximately 65%                          Within 45 days of the date of                      10:00 a.m. and 3:00 p.m. Copies of such
                                                  have self-directed retirement plans. In                 publication of this notice in the Federal             filing also will be available for
                                                  addition, approximately two-thirds of                   Register or within such longer period (i)             inspection and copying at the principal
                                                  respondents indicated that they have                    as the Commission may designate up to                 office of FINRA. All comments received
                                                  consulted with a financial professional                 90 days of such date if it finds such                 will be posted without change; the
                                                  outside the military over the past five                 longer period to be appropriate and                   Commission does not edit personal
                                                  years.                                                  publishes its reasons for so finding or               identifying information from
                                                    The Department of Defense has                         (ii) as to which the self-regulatory                  submissions. You should submit only
                                                  separately imposed requirements for                     organization consents, the Commission                 information that you wish to make
                                                  personal commercial solicitations,                      will:                                                 available publicly. All submissions
                                                  including offers and sales of securities,                  (A) By order approve or disapprove                 should refer to File Number SR–FINRA–
                                                  on the premises of military installations.              such proposed rule change, or                         2015–009 and should be submitted on
                                                  Among other things, the Department of                      (B) institute proceedings to determine             or before June 2, 2015.
                                                  Defense has required: (i) Registering                   whether the proposed rule change                        For the Commission, by the Division of
                                                                                                          should be disapproved.                                Trading and Markets, pursuant to delegated
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                                                    14 15  U.S.C. 78o–3(b)(6).                                                                                  authority.17
                                                    15 The
                                                                                                          IV. Solicitation of Comments
                                                            report and related materials can be found                                                           Robert W. Errett,
                                                  at: http://www.usfinancialcapability.org/                 Interested persons are invited to                   Deputy Secretary.
                                                  resultsm.php. The report is based on a survey of        submit written data, views and
                                                  1,000 members of the U.S. Armed Forces, including                                                             [FR Doc. 2015–11381 Filed 5–11–15; 8:45 am]
                                                  active duty personnel, activated Reserve and            arguments concerning the foregoing,
                                                                                                                                                                BILLING CODE 8011–01–P
                                                  National Guard personnel, and Reserve and
                                                  National Guard personnel not currently on active          16 SeeDepartment of Defense Instruction No.
                                                  duty.                                                   1344.07 (March 30, 2006).                               17 17   CFR 200.30–3(a)(12).



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Document Created: 2015-12-16 07:55:01
Document Modified: 2015-12-16 07:55:01
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 27220 

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