81_FR_65152 81 FR 64969 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt NASD Interpretive Material 2210-2 as FINRA Rule 2211 (Communications With the Public About Variable Life Insurance and Variable Annuities) in the Consolidated FINRA Rulebook

81 FR 64969 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt NASD Interpretive Material 2210-2 as FINRA Rule 2211 (Communications With the Public About Variable Life Insurance and Variable Annuities) in the Consolidated FINRA Rulebook

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 183 (September 21, 2016)

Page Range64969-64970
FR Document2016-22729

Federal Register, Volume 81 Issue 183 (Wednesday, September 21, 2016)
[Federal Register Volume 81, Number 183 (Wednesday, September 21, 2016)]
[Notices]
[Pages 64969-64970]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-22729]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78851; File No. SR-FINRA-2016-036]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Adopt NASD Interpretive Material 2210-2 as 
FINRA Rule 2211 (Communications With the Public About Variable Life 
Insurance and Variable Annuities) in the Consolidated FINRA Rulebook

September 15, 2016.
    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 August 31, 2016, 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 prepared by FINRA. FINRA has 
designated the proposed rule change as constituting a ``non-
controversial'' rule change under paragraph (f)(6) of Rule 19b-4 under 
the Act,\3\ which renders the proposal effective upon receipt of this 
filing by the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to adopt NASD Interpretive Material 2210-2 
(Communications with the Public About Variable Life Insurance and 
Variable Annuities) as FINRA Rule 2211 (Communications with the Public 
About Variable Life Insurance and Variable Annuities) in the 
consolidated FINRA rulebook without any substantive changes. FINRA also 
proposes to update cross-references within other FINRA rules 
accordingly.
    The text of the proposed rule change is available on FINRA's Web 
site at http://www.finra.org, at the principal office of FINRA and at 
the Commission's Public Reference Room.

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

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

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

1. Purpose
    As part of the process of developing a new consolidated rulebook 
(``Consolidated FINRA Rulebook''),\4\ FINRA is proposing to transfer 
NASD Interpretive Material 2210-2 (Communications with the Public About 
Variable Life Insurance and Variable Annuities) (``NASD IM-2210-2'') 
into the Consolidated FINRA Rulebook as FINRA Rule 2211 (Communications 
with the Public About Variable Life Insurance and Variable Annuities) 
without any substantive changes.
---------------------------------------------------------------------------

    \4\ The current FINRA rulebook consists of: (1) FINRA Rules; (2) 
NASD Rules; and (3) rules incorporated from New York Stock Exchange 
LLC (``NYSE'') (``Incorporated NYSE Rules'') (together, the NASD 
Rules and Incorporated NYSE Rules are referred to as the 
``Transitional Rulebook''). While the NASD Rules generally apply to 
all FINRA members, the Incorporated NYSE Rules apply only to those 
members of FINRA that are also members of the NYSE (``Dual 
Members''). The FINRA Rules apply to all FINRA members, unless such 
rules have a more limited application by their terms. For more 
information about the rulebook consolidation process, see 
Information Notice, March 12, 2008 (Rulebook Consolidation Process).
---------------------------------------------------------------------------

    As with NASD IM-2210-2, proposed FINRA Rule 2211 provides a set of 
guidelines (``Guidelines'') that must be considered--in addition to the 
standards governing communications with the public under FINRA Rule 
2210 (Communications with the Public)--in preparing communications 
about variable life insurance and variable annuities.
    NASD IM-2210-2 states that the Guidelines are applicable to 
``advertisements'' and ``sales literature'' as defined in NASD Rule 
2210, as well as ``individualized communications such as personalized 
letters and computer generated illustrations, whether printed or made 
available on-screen.'' The proposed rule change makes technical changes 
to NASD IM-2210-2 by replacing references to ``advertisements,'' 
``sales literature,'' and ``individualized communications'' with the 
current corresponding terms defined in FINRA Rule 2210. In adopting 
FINRA Rule 2210, FINRA updated the definitions under NASD Rule 2210 by 
adopting the defined terms ``retail communication,'' for written 
communications that are distributed or made available to more than 25 
retail investors within any 30 calendar-day period, and 
``correspondence'' for written communications that are distributed or 
made available to 25 or fewer retail investors within any 30 calendar-
day period.'' \5\ Accordingly, the proposed rule change would replace 
references in NASD IM-2210-2, where applicable, to the terms (1) 
``advertisements'' and ``sales literature'' with the term ``retail 
communications,'' \6\ (2) ``individualized communications'' with the 
term ``correspondence,'' and (3) ``communications'' with the term 
``retail communications and correspondence,'' as such terms are defined 
in FINRA Rule 2210. The proposed rule change also would amend paragraph 
(b)(5) of NASD IM-2210-2 by replacing the heading ``sales literature 
and personalized illustrations'' with ``retail communications and 
correspondence,'' and by replacing the term ``sales literature'' in 
paragraph (b)(5)(B) with the term ``retail communications and 
correspondence,'' to reflect the current intent and scope of this 
provision to include communications containing personalized 
illustrations that are sent to retail investors irrespective of whether 
a member distributes or makes them available to more than 25 retail 
investors within any 30 calendar-day period (qualifying the 
communication as a ``retail communication'') or 25 or

[[Page 64970]]

fewer retail investors within any 30 calendar-day period (qualifying 
the communication as ``correspondence'').
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 66681 (March 29, 
2012), 77 FR 20452 (April 4, 2012) (Order Approving File No. SR-
FINRA-2011-035). In addition, to the extent that a member 
distributed or made available a communication that qualified as an 
independently prepared reprint to more than 25 retail investors 
within a 30 calendar-day period, the communication also would fall 
under the definition of ``retail communication.''
    \6\ See Securities Exchange Act Release No. 64984 (July 28, 
2011), 76 FR 46870 (August 3, 2011) (Notice of Filing File No. SR-
FINRA-2011-035) (stating that communications that qualified as 
advertisements and sales literature generally would fall within the 
term ``retail communication'').
---------------------------------------------------------------------------

    In addition, proposed FINRA Rule 2211 closely tracks the language 
of IM-2210-2 and makes only non-substantive, technical changes to the 
text of the NASD rule by, for instance, replacing the reference to a 
legacy NASD rule with the applicable FINRA rule.\7\
---------------------------------------------------------------------------

    \7\ FINRA previously solicited comment on a proposal to move IM-
2210-2 to the Consolidated FINRA Rulebook with substantive changes. 
See Regulatory Notice 08-39 (July 2008); see also Securities 
Exchange Act Release No. 61107 (December 3, 2009), 74 FR 65180 
(December 9, 2009) (Notice of Filing File No. SR-FINRA-2009-070) 
(withdrawn on April 27, 2012). Given that FINRA would like to 
proceed with the rulebook consolidation process expeditiously to 
provide greater clarity and regulatory efficiency to FINRA members, 
FINRA is proposing to move IM-2210-2 to the Consolidated FINRA 
Rulebook without substantive changes at this time, but FINRA may 
consider proposing substantive changes to the rule as part of future 
rulemaking.
---------------------------------------------------------------------------

    These proposed rule changes would correct references in IM-2210-2 
for purposes of adopting it as a FINRA rule without changing the 
substantive meaning.
    The proposed rule change also would replace all references to IM-
2210-2 in FINRA Rules 0150 (Application of Rules to Exempted Securities 
Except Municipal Securities) and 9217 (Violations Appropriate for 
Disposition Under Plan Pursuant to SEA Rule 19d-1(c)(2)) with 
references to FINRA Rule 2211, accordingly.
    FINRA has filed the proposed rule change for immediate 
effectiveness. The implementation date will be 30 days after the date 
of filing.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\8\ 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, which 
does not substantively change the rule, is consistent with the Act 
because it is being undertaken pursuant to the rulebook consolidation 
process, which is designed to provide additional clarity and regulatory 
efficiency to FINRA members by consolidating the applicable NASD, 
Incorporated NYSE, and FINRA rules into one rule set.
---------------------------------------------------------------------------

    \8\ 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. As noted above, the proposed 
rule change will not substantively change either the text or 
application of the rule. FINRA would like to proceed with the rulebook 
consolidation process expeditiously, which it believes will provide 
additional clarity and regulatory efficiency to members.

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 with respect 
to the proposed rule change to transfer IM-2210-2 into the Consolidated 
FINRA Rulebook without any substantive changes.\9\
---------------------------------------------------------------------------

    \9\ But see supra note 7.
---------------------------------------------------------------------------

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-
4(f)(6) thereunder.\11\
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or 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-2016-036 on the subject line.

Paper Comments

     Send paper comments in triplicate to Robert W. Errett, 
Deputy Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2016-036. 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 
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-2016-036 and should be 
submitted on or before October 12, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

    \12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2016-22729 Filed 9-20-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                           Federal Register / Vol. 81, No. 183 / Wednesday, September 21, 2016 / Notices                                                    64969

                                                  IV. Conclusion                                          rulebook without any substantive                       ‘‘advertisements’’ and ‘‘sales literature’’
                                                    It is therefore ordered, pursuant to                  changes. FINRA also proposes to update                 as defined in NASD Rule 2210, as well
                                                  Section 19b(2) of the Act,43 that the                   cross-references within other FINRA                    as ‘‘individualized communications
                                                  proposed rule change (SR–NYSE–2016–                     rules accordingly.                                     such as personalized letters and
                                                  31) be, and hereby is, approved.                           The text of the proposed rule change                computer generated illustrations,
                                                                                                          is available on FINRA’s Web site at                    whether printed or made available on-
                                                    For the Commission, by the Division of                http://www.finra.org, at the principal                 screen.’’ The proposed rule change
                                                  Trading and Markets, pursuant to delegated
                                                                                                          office of FINRA and at the                             makes technical changes to NASD IM–
                                                  authority.44
                                                                                                          Commission’s Public Reference Room.                    2210–2 by replacing references to
                                                  Brent J. Fields,
                                                                                                          II. Self-Regulatory Organization’s                     ‘‘advertisements,’’ ‘‘sales literature,’’
                                                  Secretary.
                                                                                                          Statement of the Purpose of, and                       and ‘‘individualized communications’’
                                                  [FR Doc. 2016–22730 Filed 9–20–16; 8:45 am]
                                                                                                          Statutory Basis for, the Proposed Rule                 with the current corresponding terms
                                                  BILLING CODE 8011–01–P
                                                                                                          Change                                                 defined in FINRA Rule 2210. In
                                                                                                                                                                 adopting FINRA Rule 2210, FINRA
                                                                                                             In its filing with the Commission,                  updated the definitions under NASD
                                                  SECURITIES AND EXCHANGE                                 FINRA included statements concerning                   Rule 2210 by adopting the defined terms
                                                  COMMISSION                                              the purpose of and basis for the                       ‘‘retail communication,’’ for written
                                                  [Release No. 34–78851; File No. SR–FINRA–               proposed rule change and discussed any                 communications that are distributed or
                                                  2016–036]                                               comments it received on the proposed                   made available to more than 25 retail
                                                                                                          rule change. The text of these statements              investors within any 30 calendar-day
                                                  Self-Regulatory Organizations;                          may be examined at the places specified                period, and ‘‘correspondence’’ for
                                                  Financial Industry Regulatory                           in Item IV below. FINRA has prepared                   written communications that are
                                                  Authority, Inc.; Notice of Filing and                   summaries, set forth in sections A, B,
                                                                                                                                                                 distributed or made available to 25 or
                                                  Immediate Effectiveness of a Proposed                   and C below, of the most significant
                                                                                                                                                                 fewer retail investors within any 30
                                                  Rule Change To Adopt NASD                               aspects of such statements.
                                                                                                                                                                 calendar-day period.’’ 5 Accordingly, the
                                                  Interpretive Material 2210–2 as FINRA
                                                                                                          A. Self-Regulatory Organization’s                      proposed rule change would replace
                                                  Rule 2211 (Communications With the
                                                                                                          Statement of the Purpose of, and                       references in NASD IM–2210–2, where
                                                  Public About Variable Life Insurance
                                                                                                          Statutory Basis for, the Proposed Rule                 applicable, to the terms (1)
                                                  and Variable Annuities) in the
                                                                                                          Change                                                 ‘‘advertisements’’ and ‘‘sales literature’’
                                                  Consolidated FINRA Rulebook
                                                                                                          1. Purpose                                             with the term ‘‘retail
                                                  September 15, 2016.                                                                                            communications,’’ 6 (2) ‘‘individualized
                                                     Pursuant to Section 19(b)(1) of the                     As part of the process of developing                communications’’ with the term
                                                  Securities Exchange Act of 1934                         a new consolidated rulebook                            ‘‘correspondence,’’ and (3)
                                                  (‘‘Act’’) 1 and Rule 19b–4 thereunder,2                 (‘‘Consolidated FINRA Rulebook’’),4                    ‘‘communications’’ with the term ‘‘retail
                                                  notice is hereby given that on August                   FINRA is proposing to transfer NASD                    communications and correspondence,’’
                                                  31, 2016, Financial Industry Regulatory                 Interpretive Material 2210–2                           as such terms are defined in FINRA
                                                  Authority, Inc. (‘‘FINRA’’) filed with the              (Communications with the Public About                  Rule 2210. The proposed rule change
                                                  Securities and Exchange Commission                      Variable Life Insurance and Variable                   also would amend paragraph (b)(5) of
                                                  (‘‘SEC’’ or ‘‘Commission’’) the proposed                Annuities) (‘‘NASD IM–2210–2’’) into                   NASD IM–2210–2 by replacing the
                                                  rule change as described in Items I, II,                the Consolidated FINRA Rulebook as                     heading ‘‘sales literature and
                                                  and III below, which Items have been                    FINRA Rule 2211 (Communications                        personalized illustrations’’ with ‘‘retail
                                                  prepared by FINRA. FINRA has                            with the Public About Variable Life                    communications and correspondence,’’
                                                  designated the proposed rule change as                  Insurance and Variable Annuities)                      and by replacing the term ‘‘sales
                                                  constituting a ‘‘non-controversial’’ rule               without any substantive changes.                       literature’’ in paragraph (b)(5)(B) with
                                                  change under paragraph (f)(6) of Rule                      As with NASD IM–2210–2, proposed                    the term ‘‘retail communications and
                                                  19b–4 under the Act,3 which renders                     FINRA Rule 2211 provides a set of                      correspondence,’’ to reflect the current
                                                  the proposal effective upon receipt of                  guidelines (‘‘Guidelines’’) that must be               intent and scope of this provision to
                                                  this filing by the Commission. The                      considered—in addition to the
                                                                                                                                                                 include communications containing
                                                  Commission is publishing this notice to                 standards governing communications
                                                                                                                                                                 personalized illustrations that are sent
                                                  solicit comments on the proposed rule                   with the public under FINRA Rule 2210
                                                                                                                                                                 to retail investors irrespective of
                                                  change from interested persons.                         (Communications with the Public)—in
                                                                                                                                                                 whether a member distributes or makes
                                                                                                          preparing communications about
                                                  I. Self-Regulatory Organization’s                                                                              them available to more than 25 retail
                                                                                                          variable life insurance and variable
                                                  Statement of the Terms of Substance of                                                                         investors within any 30 calendar-day
                                                                                                          annuities.
                                                  the Proposed Rule Change                                   NASD IM–2210–2 states that the                      period (qualifying the communication
                                                                                                          Guidelines are applicable to                           as a ‘‘retail communication’’) or 25 or
                                                     FINRA is proposing to adopt NASD
                                                  Interpretive Material 2210–2                               4 The current FINRA rulebook consists of: (1)
                                                                                                                                                                    5 See Securities Exchange Act Release No. 66681

                                                  (Communications with the Public About                   FINRA Rules; (2) NASD Rules; and (3) rules
                                                                                                                                                                 (March 29, 2012), 77 FR 20452 (April 4, 2012)
                                                  Variable Life Insurance and Variable                    incorporated from New York Stock Exchange LLC          (Order Approving File No. SR–FINRA–2011–035).
                                                                                                                                                                 In addition, to the extent that a member distributed
                                                  Annuities) as FINRA Rule 2211                           (‘‘NYSE’’) (‘‘Incorporated NYSE Rules’’) (together,
                                                                                                                                                                 or made available a communication that qualified
                                                  (Communications with the Public About                   the NASD Rules and Incorporated NYSE Rules are
                                                                                                                                                                 as an independently prepared reprint to more than
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                          referred to as the ‘‘Transitional Rulebook’’). While
                                                  Variable Life Insurance and Variable                    the NASD Rules generally apply to all FINRA            25 retail investors within a 30 calendar-day period,
                                                  Annuities) in the consolidated FINRA                    members, the Incorporated NYSE Rules apply only        the communication also would fall under the
                                                                                                          to those members of FINRA that are also members        definition of ‘‘retail communication.’’
                                                                                                                                                                    6 See Securities Exchange Act Release No. 64984
                                                    43 15 U.S.C. 78s(b)(2).                               of the NYSE (‘‘Dual Members’’). The FINRA Rules
                                                    44 17
                                                                                                          apply to all FINRA members, unless such rules          (July 28, 2011), 76 FR 46870 (August 3, 2011)
                                                          CFR 200.30–3(a)(12).                                                                                   (Notice of Filing File No. SR–FINRA–2011–035)
                                                                                                          have a more limited application by their terms. For
                                                    1 15 U.S.C. 78s(b)(1).
                                                                                                          more information about the rulebook consolidation      (stating that communications that qualified as
                                                    2 17 CFR 240.19b–4.
                                                                                                          process, see Information Notice, March 12, 2008        advertisements and sales literature generally would
                                                    3 17 CFR 240.19b–4(f)(6).                             (Rulebook Consolidation Process).                      fall within the term ‘‘retail communication’’).



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                                                  64970                   Federal Register / Vol. 81, No. 183 / Wednesday, September 21, 2016 / Notices

                                                  fewer retail investors within any 30                    B. Self-Regulatory Organization’s                     Electronic Comments
                                                  calendar-day period (qualifying the                     Statement on Burden on Competition
                                                  communication as ‘‘correspondence’’).                                                                           • Use the Commission’s Internet
                                                                                                             FINRA does not believe that the                    comment form (http://www.sec.gov/
                                                     In addition, proposed FINRA Rule                     proposed rule change will result in any               rules/sro.shtml); or
                                                  2211 closely tracks the language of IM–                 burden on competition that is not
                                                  2210–2 and makes only non-                                                                                      • Send an email to rule-
                                                                                                          necessary or appropriate in furtherance
                                                  substantive, technical changes to the                                                                         comments@sec.gov. Please include File
                                                                                                          of the purposes of the Act. As noted
                                                  text of the NASD rule by, for instance,                 above, the proposed rule change will                  Number SR–FINRA–2016–036 on the
                                                  replacing the reference to a legacy                     not substantively change either the text              subject line.
                                                  NASD rule with the applicable FINRA                     or application of the rule. FINRA would               Paper Comments
                                                  rule.7                                                  like to proceed with the rulebook
                                                     These proposed rule changes would                    consolidation process expeditiously,                    • Send paper comments in triplicate
                                                  correct references in IM–2210–2 for                     which it believes will provide                        to Robert W. Errett, Deputy Secretary,
                                                  purposes of adopting it as a FINRA rule                 additional clarity and regulatory                     Securities and Exchange Commission,
                                                  without changing the substantive                        efficiency to members.                                100 F Street NE., Washington, DC
                                                  meaning.                                                C. Self-Regulatory Organization’s                     20549–1090.
                                                     The proposed rule change also would                  Statement on Comments on the                          All submissions should refer to File
                                                  replace all references to IM–2210–2 in                  Proposed Rule Change Received From                    Number SR–FINRA–2016–036. This file
                                                  FINRA Rules 0150 (Application of Rules                  Members, Participants, or Others                      number should be included on the
                                                  to Exempted Securities Except                                                                                 subject line if email is used. To help the
                                                                                                            Written comments were neither
                                                  Municipal Securities) and 9217                                                                                Commission process and review your
                                                                                                          solicited nor received with respect to
                                                  (Violations Appropriate for Disposition                                                                       comments more efficiently, please use
                                                                                                          the proposed rule change to transfer IM–
                                                  Under Plan Pursuant to SEA Rule 19d–                    2210–2 into the Consolidated FINRA                    only one method. The Commission will
                                                  1(c)(2)) with references to FINRA Rule                  Rulebook without any substantive                      post all comments on the Commission’s
                                                  2211, accordingly.                                      changes.9                                             Internet Web site (http://www.sec.gov/
                                                     FINRA has filed the proposed rule                                                                          rules/sro.shtml). Copies of the
                                                  change for immediate effectiveness. The                 III. Date of Effectiveness of the                     submission, all subsequent
                                                  implementation date will be 30 days                     Proposed Rule Change and Timing for                   amendments, all written statements
                                                  after the date of filing.                               Commission Action                                     with respect to the proposed rule
                                                                                                             Because the foregoing proposed rule                change that are filed with the
                                                  2. Statutory Basis
                                                                                                          change does not: (i) Significantly affect             Commission, and all written
                                                     FINRA believes that the proposed rule                the protection of investors or the public             communications relating to the
                                                  change is consistent with the provisions                interest; (ii) impose any significant                 proposed rule change between the
                                                  of Section 15A(b)(6) of the Act,8 which                 burden on competition; and (iii) become               Commission and any person, other than
                                                  requires, among other things, that                      operative for 30 days from the date on                those that may be withheld from the
                                                  FINRA rules must be designed to                         which it was filed, or such shorter time              public in accordance with the
                                                  prevent fraudulent and manipulative                     as the Commission may designate, it has               provisions of 5 U.S.C. 552, will be
                                                  acts and practices, to promote just and                 become effective pursuant to Section                  available for Web site viewing and
                                                  equitable principles of trade, and, in                  19(b)(3)(A) of the Act 10 and Rule 19b–               printing in the Commission’s Public
                                                  general, to protect investors and the                   4(f)(6) thereunder.11                                 Reference Room, 100 F Street NE.,
                                                  public interest. FINRA believes that the                   At any time within 60 days of the                  Washington, DC 20549, on official
                                                  proposed rule change, which does not                    filing of the proposed rule change, the               business days between the hours of 10
                                                  substantively change the rule, is                       Commission summarily may                              a.m. and 3 p.m. Copies of such filing
                                                  consistent with the Act because it is                   temporarily suspend such rule change if               also will be available for inspection and
                                                  being undertaken pursuant to the                        it appears to the Commission that such                copying at the principal office of
                                                  rulebook consolidation process, which                   action is necessary or appropriate in the             FINRA. All comments received will be
                                                  is designed to provide additional clarity               public interest, for the protection of                posted without change; the Commission
                                                  and regulatory efficiency to FINRA                      investors, or otherwise in furtherance of             does not edit personal identifying
                                                  members by consolidating the                            the purposes of the Act. If the                       information from submissions. You
                                                  applicable NASD, Incorporated NYSE,                     Commission takes such action, the                     should submit only information that
                                                  and FINRA rules into one rule set.                      Commission shall institute proceedings                you wish to make available publicly. All
                                                                                                          to determine whether the proposed rule
                                                                                                                                                                submissions should refer to File
                                                    7 FINRA previously solicited comment on a             should be approved or disapproved.
                                                  proposal to move IM–2210–2 to the Consolidated
                                                                                                                                                                Number SR–FINRA–2016–036 and
                                                  FINRA Rulebook with substantive changes. See            IV. Solicitation of Comments                          should be submitted on or before
                                                  Regulatory Notice 08–39 (July 2008); see also                                                                 October 12, 2016.
                                                  Securities Exchange Act Release No. 61107                 Interested persons are invited to
                                                  (December 3, 2009), 74 FR 65180 (December 9,            submit written data, views and                          For the Commission, by the Division of
                                                  2009) (Notice of Filing File No. SR–FINRA–2009–         arguments concerning the foregoing,                   Trading and Markets, pursuant to delegated
                                                  070) (withdrawn on April 27, 2012). Given that                                                                authority.12
mstockstill on DSK3G9T082PROD with NOTICES




                                                  FINRA would like to proceed with the rulebook
                                                                                                          including whether the proposed rule
                                                  consolidation process expeditiously to provide          change is consistent with the Act.                    Brent J. Fields,
                                                  greater clarity and regulatory efficiency to FINRA      Comments may be submitted by any of                   Secretary.
                                                  members, FINRA is proposing to move IM–2210–2           the following methods:                                [FR Doc. 2016–22729 Filed 9–20–16; 8:45 am]
                                                  to the Consolidated FINRA Rulebook without
                                                  substantive changes at this time, but FINRA may                                                               BILLING CODE 8011–01–P
                                                                                                            9 But see supra note 7.
                                                  consider proposing substantive changes to the rule
                                                  as part of future rulemaking.                             10 15 U.S.C. 78s(b)(3)(A).
                                                    8 15 U.S.C. 78o–3(b)(6).                                11 17 CFR 240.19b–4(f)(6).                            12 17   CFR 200.30–3(a)(12).



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Document Created: 2016-09-21 01:31:40
Document Modified: 2016-09-21 01:31:40
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 Citation81 FR 64969 

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