[Federal Register Volume 79, Number 61 (Monday, March 31, 2014)]
[Notices]
[Pages 18094-18098]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-07037]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-71792; File No. SR-FINRA-2014-012]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend
FINRA Rules 2210 (Communications with the Public) and 2214
(Requirements for the Use of Investment Analysis Tools)
March 25, 2014.
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 March 10, 2014, 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is proposing to amend FINRA Rule 2210 (Communications with
the Public) to exclude from the filing requirements research reports
concerning only securities listed on a national securities exchange,
other than research reports which must be filed pursuant to Section
24(b) of the Investment Company Act of 1940 (``1940 Act'').\3\ FINRA
also is proposing to amend FINRA Rule 2210 to clarify that free writing
prospectuses that are exempt from filing with the SEC are not subject
to the rule's filing or content standards. Finally, FINRA is proposing
to correct a mistaken rule cross-reference in FINRA Rule 2214
(Requirements for the Use of Investment Analysis Tools).
---------------------------------------------------------------------------
\3\ 15 U.S.C. 80a-24(b).
---------------------------------------------------------------------------
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
(a) Filing Exclusion for Research Reports on Exchange-Listed Securities
FINRA is proposing to amend the current requirements for members to
file certain retail communications with the Advertising Regulation
Department (the ``Department''). Under this amendment, members would no
longer be required to file research reports that concern only
securities listed on a national securities exchange. Between the
dedicated protections applied to research reports by other FINRA and
SEC rules and the increased liquidity and price transparency associated
with exchange-listed securities, FINRA believes the additional investor
protection benefit of Department review of those retail communications
is minimal in relation to the cost of compliance and administration of
the filing requirement. This proposed exemption would not apply to
research reports that must be filed under Section 24(b) of the 1940
Act.
(1) Background
On March 29, 2012, the Commission approved new FINRA Rule 2210
(Communications with the Public), which replaced NASD Rules 2210 and
2211 and certain Interpretive Materials that followed NASD Rule 2210,
and became effective on February 4, 2013. Among other things, FINRA
Rule 2210 contains two new filing requirements. Paragraph (c)(3)(A) of
FINRA Rule 2210 requires for the first time that member firms file with
the Department all retail communications concerning closed-end
investment companies \4\ within 10 business days of first use.
Previously, NASD Rule 2210 only required that member firms file
advertisements and sales literature concerning a closed-end fund during
the fund's initial public offering period.
---------------------------------------------------------------------------
\4\ For purposes of FINRA Rule 2210, a ``closed-end investment
company'' or ``closed-end fund'' refers to a registered ``closed-end
company'' as defined in Section 5(a)(2) of the 1940 Act, 15 U.S.C.
80a-5(a)(2).
---------------------------------------------------------------------------
FINRA Rule 2210(c)(3)(E) also requires for the first time that
member firms file all retail communications concerning any security
that is registered under the Securities Act of 1933 (``Securities
Act'') \5\ and that is derived from or based on a single security, a
basket of securities, an index, a commodity, a debt issuance or a
foreign currency. This filing requirement is intended to apply to
retail communications concerning so-called ``structured products,''
although the breadth of the provision could arguably include retail
communications concerning securities not typically thought of as
structured products, including registered investment companies,
security futures, public direct participation programs, or
collateralized mortgage obligations. FINRA notes that those retail
communications are already subject to separate filing requirements, and
thus member firms are not required to file these communications a
second time under the structured product filing requirement.\6\
---------------------------------------------------------------------------
\5\ 15 U.S.C. 77a et seq.
\6\ See FINRA Rule 2210(c)(3)(A) through (D). The ``structured
product'' filing requirement specifies that it does not apply to
retail communications concerning these other products, as they are
already covered by the filing requirements in FINRA Rule 2210(c)(1),
(c)(2) and (c)(3)(A) through (D).
---------------------------------------------------------------------------
(2) Filing Requirements for Research Reports
The Rule 2210 filing requirements apply to research reports \7\ to
the extent that they constitute retail communications about a product
category that requires filing pursuant to the Rule (including the
provisions of the Rule referenced above), or to the extent that they
are covered by the new member filing requirements of FINRA Rule
2210(c)(1)(A).\8\ Therefore, the filing
[[Page 18095]]
requirements cover research reports concerning certain exchange-listed
securities, such as exchange-listed master limited partnerships and
registered closed-end funds, as well as research reports concerning any
securities to the extent that they are covered by the new member filing
requirements.
---------------------------------------------------------------------------
\7\ Rule 2711(a)(9) defines ``research report'' as ``any written
(including electronic) communication that includes an analysis of
equity securities of individual companies or industries, and that
provides information reasonably sufficient upon which to base an
investment decision.'' The definition specifically excludes certain
types of communications, such as discussions of broad-based indices
or commentaries on economic, political or market conditions.
\8\ Under paragraph (c)(1)(A) of FINRA Rule 2210, a new member
must file with the Department at least 10 business days prior to use
certain retail communications that are published or used in any
electronic or public media. These retail communications include
those published on any generally accessible Web site, newspaper,
magazine or other periodical, radio, television, telephone or audio
recording, video display, sign or billboard. A member is subject to
this filing requirement for a period of one year beginning on the
date reflected in the Central Registration Depository (CRD[supreg])
system as of the date that FINRA membership became effective. A
member may file a retail communication that is a free writing
prospectus filed with the SEC pursuant to Securities Act Rule
433(d)(1)(ii) within 10 business days of first use rather than at
least 10 business days prior to first use.
---------------------------------------------------------------------------
For the reasons discussed below, FINRA believes that it is
appropriate to amend FINRA Rule 2210 to exempt research reports
concerning only exchange-listed securities from the filing
requirements, other than research reports that must be filed pursuant
to Section 24(b) of the 1940 Act. Section 24(b) requires any registered
open-end investment company, any registered unit investment trust, or
any registered face-amount certificate company, and any underwriter \9\
for such companies, to file all advertisements, pamphlets, circulars,
form letters and other sales literature addressed to or intended for
distribution to prospective investors with the Commission within 10
days of distribution of such material.\10\
---------------------------------------------------------------------------
\9\ The 1940 Act defines ``underwriter'' to include ``any person
who has purchased from an issuer with a view to, or sells for an
issuer in connection with, the distribution of any security, or
participates or has a direct or indirect participation in any such
undertaking, or participates or has a participation in the direct or
indirect underwriting of any such undertaking.'' The term excludes
``a person whose interest is limited to a commission from an
underwriter or dealer not in excess of the usual and customary
distributor's or seller's commission.'' See 1940 Act Section
2(a)(40), 15 U.S.C. 80a-2(a)(40).
\10\ Pursuant to Rule 24b-3 under the 1940 Act, 17 CFR 270.24b-
3, any sales material shall be deemed filed with the Commission for
purposes of Section 24(b) upon filing with FINRA.
---------------------------------------------------------------------------
An important purpose of FINRA's filing requirements is to help
ensure that communications distributed or made available to investors
are based on principles of fair dealing and good faith, are fair and
balanced, and provide a sound basis for evaluating the facts in regard
to any particular security or type of security. FINRA staff review of
these communications also helps ensure that they do not contain any
material omissions that would cause the communication to be misleading,
and do not contain any false, exaggerated, unwarranted, promissory or
misleading statements or claims.
FINRA believes that the likelihood of investor harm resulting from
the distribution of research reports concerning only exchange-listed
securities is significantly lessened due to additional investor
protection standards that apply to research reports but do not apply to
other types of sales material. In particular, research reports are
subject to the comprehensive disclosure, content and analyst
independence requirements of NASD Rule 2711 and SEC Regulation Analyst
Certification (``Regulation AC'').\11\ In addition, the fact that these
securities are listed on a national securities exchange reduces the
risk that a research report could manipulate a security's trading
price, because the ability to trade the security on an exchange
provides both increased liquidity and a price discovery mechanism that
does not exist for unlisted securities.
---------------------------------------------------------------------------
\11\ 17 CFR 242.500-505.
---------------------------------------------------------------------------
For example, if a research report contains a price target, NASD
Rule 2711(h)(7) requires a member firm to disclose the valuation
methods used to determine the price target, and firms must have a
reasonable basis for the price target and must accompany it with a
disclosure concerning the risks that may impede achievement of the
price target. NASD Rule 2711(h) also requires numerous other conflicts
of interest disclosures concerning such issues as individual and member
holdings of the issuer's securities, investment banking relationships
with and receipt of compensation from the issuer, disclosure of the
meanings and distribution of ratings assigned to issuers, inclusion of
a price chart showing when the firm assigned or changed a rating or
price target, and disclosure of market making activities.
Research analysts also must prepare equity research reports in a
controlled environment that is designed to reduce the potential for
conflicts of interest. For example, the rules generally prohibit
persons not directly responsible for the preparation, content and
distribution of research from reviewing or approving research reports
prior to publication.\12\ In addition, Rule 2711 imposes certain
requirements concerning the compensation paid to research analysts that
are intended to reduce conflicts of interest.\13\
---------------------------------------------------------------------------
\12\ See NASD Rule 2711(b).
\13\ See NASD Rule 2711(d).
---------------------------------------------------------------------------
Regulation AC requires research analysts to provide certifications
to research reports to help address the risk that research analysts may
issue research reports that do not reflect their true beliefs or
communicate views that differ from views expressed to institutional
investors.\14\ The certifications include a statement certifying that
all of the views expressed in the report accurately reflect the
analyst's personal views about any and all of the covered securities
and issuer, and another statement certifying either (1) that no part of
the analyst's compensation was, is, or will be, directly or indirectly,
related to the specific recommendations or views expressed by the
analyst in the research report or (2) that part or all of the analyst's
compensation was, is, or will be directly or indirectly related to the
specific recommendations or views contained in the research report. If
the analyst certifies to the second alternative, the statement must
include the source, amount and purpose of such compensation and must
further disclose that it may influence the recommendation in the
research report.\15\
---------------------------------------------------------------------------
\14\ See Securities Act Release No. 8193 (February 20, 2003), 68
FR 9482 (February 27, 2003).
\15\ See 17 CFR 242.501(a).
---------------------------------------------------------------------------
FINRA rules also require any person who is primarily responsible
for the preparation of the substance of a research report, or whose
name appears on a research report, to pass certain qualification
examinations and register as a research analyst with FINRA. Pursuant to
NASD Rule 1050, research analysts must be registered as a General
Securities Representative under NASD Rule 1032, and must pass the
qualification examinations for research analysts (Series 86 and
87).\16\ In addition, research reports must be approved either by a
Supervisory Analyst that has passed the Series 16 qualification
examination, or a registered principal that has passed both the Series
24 and Series 87 qualification examinations.\17\ Together with the
pricing transparency and increased liquidity of exchange-listed
securities generally, FINRA believes these additional investor
protections minimize the need to have research reports concerning
exchange-listed securities subject to filing with FINRA, as it is
significantly less likely that these communications will contain false
and misleading information or omit
[[Page 18096]]
important risk and conflicts disclosures.\18\
---------------------------------------------------------------------------
\16\ FINRA may grant a waiver from the analytical portion of the
research analyst qualification examination (Series 86) upon
verification that the applicant has passed other enumerated
examinations. See NASD Rule 1050(c).
\17\ See NASD Rule 1022(a)(5) and FINRA Rule 2210(b)(1)(B); see
also Notice to Members 07-04 (January 2007).
\18\ This text is slightly modified from the version filed by
FINRA pursuant to a discussion between Joseph Savage and Philip
Shaikun of FINRA and Marie-Louise Huth of the SEC on March 24, 2014
(``March 24 Phone Conversation'').
---------------------------------------------------------------------------
FINRA believes that this filing exclusion is consistent with the
approach that FINRA has taken for purposes of other parts of FINRA Rule
2210, such as the exclusion from the recommendation disclosure
requirements of FINRA Rule 2210(d)(7) for research reports that include
all of the disclosures required by Rule 2711.\19\ Because FINRA
concluded that Rule 2711's disclosure standards protect investors
without the need for additional disclosure, FINRA exempted research
reports from certain of Rule 2210's specific content standards. In the
same manner, FINRA no longer believes it is necessary for research
reports on exchange-listed securities to be filed with FINRA because of
the investor protections offered by Rule 2711 and Regulation AC.\20\
---------------------------------------------------------------------------
\19\ See FINRA Rule 2210(d)(7)(D)(i).
\20\ See March 24 Phone Conversation, supra note 18.
---------------------------------------------------------------------------
FINRA also recognizes the importance of allowing members to publish
research on exchange-listed securities in a timely manner. Research
that is stale or untimely has far less value to investors than research
that is up-to-date. Particularly for new members, which are required to
file certain retail communications at least 10 business days prior to
first use, the current filing requirements could impose an impediment
to publishing timely research on exchange-listed securities.
The Department's staff generally has not seen significant problems
with research reports that have been filed with FINRA. The filing
requirements for new firms under FINRA Rule 2210(c)(1)(A) are intended
to provide an extra level of FINRA staff review for firms that are just
beginning their business operations. FINRA is not aware of any firms
that, in the past, have produced research subject to filing under the
new firm filing requirement. In addition, FINRA believes that the
supervisory and certification requirements applicable to research
reports decrease the likelihood that a new firm would experience the
types of problems that may occur with respect to other retail
communications. Accordingly, FINRA believes that exempting research
reports on exchange-listed securities from the new firm filing
requirement would be consistent with investor protection.
As for reports that have been filed pursuant to other filing
requirements, such as the filing requirements for retail communications
concerning closed-end funds, public direct participation programs, or
structured products, the staff mostly has reviewed these reports for
compliance with NASD Rule 2711's disclosure requirements. FINRA
believes that it can better employ the Department's resources viewing
other types of communications that present a greater risk of investor
harm. To the extent a review of members' research reports on exchange-
listed securities is necessary, FINRA believes that it can address this
need through either its examination program, or conducting a spot check
of members' reports.
The proposal would not include research reports that are subject to
filing pursuant to Section 24(b) of the 1940 Act, or research
concerning securities that are not listed on a national securities
exchange, within the proposed filing exclusion. Because the 1940 Act
separately requires certain communications concerning registered open-
end companies, registered unit investment trusts, and registered face-
amount certificate companies to be filed, FINRA does not believe it is
appropriate to include research reports that fall within this filing
requirement within this proposed exclusion.
Securities that are not listed on a national securities exchange do
not possess the same liquidity features and price discovery as
exchange-listed securities, and thus at this time FINRA is proposing
not to exclude research reports concerning such securities from filing.
The increased liquidity and price discovery mechanisms for exchange-
listed securities reduce the likelihood that a research report could
mislead an investor as to the true value of a security.
In contrast, a report concerning an unlisted security has greater
potential to mislead investors. For example, FINRA believes that there
are greater risks of investor harm and price manipulation with respect
to a research report on a master limited partnership that is not listed
on a national securities exchange. Accordingly, FINRA believes that
such reports should not be subject to the proposed filing exclusion.
The proposed filing exclusion also would not apply to any retail
communication concerning an exchange-listed security that is not a
research report for purposes of NASD Rule 2711. Thus, for example, a
member firm would still be required to file with FINRA a retail
communication that is intended to promote the sale of the securities of
an exchange-listed closed-end investment company or direct
participation program if the retail communication was not a research
report for purposes of Rule 2711. Because the additional investor
protections that apply to research reports do not apply to these retail
communications, FINRA believes that it is appropriate to continue to
require member firms to file these types of retail communications.
(b) Clarification Regarding Free Writing Prospectuses Exempt From SEC
Filing
The filing requirements and content standards of FINRA Rule 2210 do
not apply to prospectuses and similar documents that have been filed
with the SEC, other than investment company advertisements prepared
pursuant to Securities Act Rule 482,\21\ and free-writing prospectuses
that are used or referred to by a broker-dealer and distributed by or
on behalf of the broker-dealer in a manner reasonably designed to lead
to its broad unrestricted dissemination. FINRA Rule 2210(c)(7)(F)
excludes from the rule's filing requirements ``[p]rospectuses,
preliminary prospectuses, fund profiles, offering circulars and similar
documents that have been filed with the SEC or any state, or that is
exempt from such registration, except that an investment company
prospectus published pursuant to Securities Act Rule 482 and a free
writing prospectus that has been filed with the SEC pursuant to
Securities Act Rule 433(d)(1)(ii) will not be considered a prospectus
for purposes of this exclusion.'' Similarly, FINRA Rule 2210(d)(8)
excludes from the rule's content standards ``[p]rospectuses,
preliminary prospectuses, fund profiles and similar documents that have
been filed with the SEC,'' but provides that the content standards do
apply to ``an investment company prospectus pursuant to Securities Act
Rule 482 and a free writing prospectus that has been filed with the SEC
pursuant to Securities Act Rule 433(d)(1)(ii).''
---------------------------------------------------------------------------
\21\ 17 CFR 230.482
---------------------------------------------------------------------------
Questions have been raised as to whether these exclusions cover a
free writing prospectus that is exempt from filing with the SEC
pursuant to Securities Act Rule 433.\22\ FINRA intended these
exclusions to cover prospectuses filed with the SEC as well as free
writing prospectuses that are exempt from filing, other than so-called
``omitting prospectuses'' of registered investment companies governed
by Securities Act Rule 482, and free writing prospectuses required to
be filed with the SEC pursuant to Securities Act Rule
[[Page 18097]]
433(d)(1)(ii). Accordingly, a free writing prospectus that is exempt
from filing with the SEC pursuant to Securities Act Rule 433 is not
subject to the filing requirements and content standards of FINRA Rule
2210.\23\ To clarify this intent, FINRA is proposing to amend FINRA
Rule 2210(c)(7)(F) and FINRA Rule 2210(d)(8) specifically to exclude
from the filing and content standards free writing prospectuses that
are exempt from filing with the SEC. FINRA is also proposing to clarify
that the filing and content requirements apply to free-writing
prospectuses required to be filed with the SEC pursuant to Securities
Act Rule 433(d)(1)(ii).
---------------------------------------------------------------------------
\22\ 17 CFR 230.433
\23\ See Regulatory Notice 10-52 (October 2010) (FINRA
communication rules ``apply to free writing prospectuses distributed
by a broker-dealer in a manner reasonably designed to lead to broad
unrestricted dissemination''). FINRA Rule 2210's filing and content
standards are intended to apply to free writing prospectuses that
are subject to filing with the SEC pursuant to Securities Act Rule
433(d)(1)(ii), but not to other types of free writing prospectuses.
---------------------------------------------------------------------------
(c) Correction of Rule Cross-Reference in FINRA Rule 2214
Paragraph (a) of FINRA Rule 2214 (Requirements for the Use of
Investment Analysis Tools) mistakenly cross-references FINRA Rule
2210(c)(3)(D) (the filing requirement for retail communications
concerning collateralized mortgage obligations).\24\ Rule 2214(a)
should cross-reference Rule 2210(c)(3)(C) (the filing requirement for
any template for written reports produced by, or retail communications
concerning, an investment analysis tool). FINRA proposes to correct
this rule cross-reference.
---------------------------------------------------------------------------
\24\ See Securities Exchange Act Release No. 66681 (March 29,
2012), 77 FR 20452 (April 4, 2012) (SR-FINRA-2011-035).
---------------------------------------------------------------------------
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 the date of publication
of the Regulatory Notice announcing Commission approval.
2. Statutory Basis
FINRA believes that the proposal to exclude research reports
concerning only exchange-listed securities from the filing requirements
for certain retail communications is consistent with the provisions of
Section 15A(b)(6) of the Act,\25\ 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 filing exclusion will
reduce the burdens imposed on member firms that would otherwise have to
file research reports on exchange-listed securities with FINRA, while
continuing to protect investors through the protections provided by
FINRA Rule 2210 and NASD Rules 1022, 1050 and 2711.
---------------------------------------------------------------------------
\25\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------
FINRA also believes that the proposed clarification regarding the
application of Rule 2210's filing and content standards to free writing
prospectuses that are exempt from filing with the SEC is consistent
with the provisions of Section 15A(b)(6) of the Act.\26\ The proposal
is consistent with FINRA's current interpretation of Rule 2210.
---------------------------------------------------------------------------
\26\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------
FINRA further believes that the proposed correction of the rule
cross-reference in FINRA Rule 2214 is consistent with the provisions of
Section 15A(b)(6) of the Act.\27\ The correction of the cross-reference
is consistent with the Rule's intent and purpose and will reduce any
potential confusion due to the current incorrect cross-reference.
---------------------------------------------------------------------------
\27\ 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 would result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change would
reduce burdens on members by relieving them of the obligation and
expense of filing research reports that are currently subject to
filing. The proposed rule change also would clarify for members the
intended application of Rule 2210 to free writing prospectuses that are
exempt from filing with the SEC, and would not add any burden on
competition.
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-2014-012 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-FINRA-2014-012. 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-2014-012 and
[[Page 18098]]
should be submitted on or before April 21, 2014.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
---------------------------------------------------------------------------
\28\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-07037 Filed 3-28-14; 8:45 am]
BILLING CODE 8011-01-P