[Federal Register Volume 85, Number 86 (Monday, May 4, 2020)]
[Notices]
[Pages 26502-26506]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-09374]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88760; File No. SR-FINRA-2020-012]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Amend FINRA Rule 8312 (FINRA BrokerCheck 
Disclosure) To Allow the Dissemination of IAPD Information Through 
BrokerCheck

April 28, 2020.
    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 22, 2020, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6). Rule 19b-4(f)(6) requires a self-
regulatory organization to give the Commission written notice of its 
intent to file the proposed rule change at least five business days 
prior to the date of filing of the proposed rule change, or such 
shorter time as designated by the Commission. FINRA has satisfied 
this requirement.

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[[Page 26503]]

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

    FINRA is proposing to amend FINRA Rule 8312 (FINRA BrokerCheck 
Disclosure) to allow the dissemination through BrokerCheck[supreg] of 
information already publicly disseminated through the SEC's Investment 
Adviser Public Disclosure (``IAPD'') database about registered brokers 
who are, or were, licensed as investment adviser representatives. The 
proposed rule change also would make non-substantive, technical changes 
to FINRA Rule 8312.\4\
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    \4\ Specifically, the proposed rule change would define in FINRA 
Rule 8312(a)(2) ``a current or former associated person of a 
BrokerCheck Firm'' as a ``BrokerCheck Associated Person.'' In 
addition, the proposed rule change would require the renumbering of 
current paragraph (d) as new paragraph (g) of FINRA Rule 8312, and 
the updating of cross references.
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    The text of the proposed rule change is available on FINRA's 
website 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) BrokerCheck Program
    FINRA established the BrokerCheck program (then known as the Public 
Disclosure Program) in 1988 to provide investors and the general public 
with information on the professional background, business practices, 
and conduct of member firms and their associated persons. Since 
establishing BrokerCheck, FINRA has regularly assessed the scope and 
utility of the information it provides to the public and, as a result, 
has made numerous changes to improve the program. These changes have 
made BrokerCheck easier to access by expanding the available methods of 
requesting information through the program. For instance, initially the 
public could request information only via U.S. mail or facsimile. FINRA 
subsequently added the ability to submit requests via a toll-free 
telephone number in 1991 and then through email in 1997.\5\ Now 
BrokerCheck reports are available instantly online at https://brokercheck.finra.org.\6\ FINRA also has increased the amount of 
information available through the program. At first, limited employment 
history, final disciplinary actions and criminal convictions were 
available through BrokerCheck. The information currently available to 
investors through BrokerCheck includes registrations brokers hold and 
the examinations they have passed, and disclosure information regarding 
various criminal, regulatory, customer dispute, termination and 
financial matters on current and former FINRA-registered brokerage 
firms and brokers.
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    \5\ Congress in 1990 amended Exchange Act Section 15A to require 
FINRA to establish and maintain a toll-free telephone listing to 
receive inquiries regarding disciplinary actions involving its 
member firms and their associated persons, and promptly respond to 
such inquiries in writing. See Securities Enforcement Remedies and 
Penny Stock Reform Act of 1990, Public Law 101-429, 104 Stat. 931 
(1990). See also Notice to Members 00-16 (March 2000).
    \6\ In 2006 Congress again amended Exchange Act Section 15A to, 
among other things, expand the methods by which BrokerCheck 
information is made available. See Military Personnel Financial 
Services Protection Act, Public Law 109-290, 120 Stat. 1317 (2006).
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    The information displayed through BrokerCheck is derived from the 
Central Registration Depository (``CRD[supreg]'').\7\ The CRD system is 
the central licensing and registration system used by the U.S. 
securities industry and its regulators. In general, information in the 
CRD system is obtained through the uniform registration forms that 
firms and regulatory authorities complete as part of the securities 
industry registration and licensing process.\8\ These forms, 
particularly Forms U4 and U5, collect administrative, regulatory, 
criminal history, customer complaint and other information about 
brokers.\9\ FINRA, state and other regulatory authorities use this 
information in connection with their licensing and regulatory 
activities, and member firms use this information to help them make 
informed employment decisions. As of March 31, 2020, FINRA had 
processed over 56 million registration approvals for brokers and 
investment adviser representatives in the CRD system over a period 
spanning more than 20 years.
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    \7\ The concept for the CRD system was developed by FINRA 
jointly with the North American Securities Administrators 
Association (``NASAA''), and NASAA and state regulators play a 
critical role in its ongoing development and implementation. FINRA 
operates the CRD system pursuant to policies developed jointly with 
NASAA. FINRA works with the SEC, NASAA and other members of the 
regulatory community to ensure that information submitted and 
maintained in the CRD system is accurate and complete.
    \8\ The uniform registration forms are Form BD (Uniform 
Application for Broker-Dealer Registration), Form BDW (Uniform 
Request for Broker-Dealer Withdrawal), Form BR (Uniform Branch 
Office Registration Form), Form U4 (Uniform Application for 
Securities Industry Registration or Transfer), Form U5 (Uniform 
Termination Notice for Securities Industry Registration), and Form 
U6 (Uniform Disciplinary Action Reporting Form).
    \9\ FINRA and NASAA jointly drafted the Forms U4 and U5, and 
both organizations collaborate in the development of any proposed 
amendments to these Forms.
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    Pursuant to rules approved by the SEC, FINRA makes specified 
information in the CRD system publicly available through 
BrokerCheck.\10\ BrokerCheck is part of FINRA's ongoing effort to help 
investors make informed choices about the brokers and broker-dealer 
firms with which they may conduct business. BrokerCheck maintains 
information on the approximately 3,610 registered broker-dealer firms 
and 625,000 registered brokers. BrokerCheck also provides the public 
with access to information about formerly registered broker-dealer 
firms and brokers.\11\ In 2019 alone, BrokerCheck helped users conduct 
almost 41 million searches of firms and brokers.
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    \10\ There is a limited amount of information in the CRD system 
that FINRA does not display through BrokerCheck, including personal 
or confidential information. A detailed description of the 
information made available through BrokerCheck is available at 
https://www.finra.org/investors/learn-to-invest/choosing-investment-professional/about-brokercheck.
    \11\ Formerly registered brokers, although no longer in the 
securities industry in a registered capacity, may work in other 
investment-related industries or may seek to attain other positions 
of trust with potential investors. BrokerCheck provides information 
on more than 16,900 formerly registered broker-dealer firms and 
564,000 formerly registered brokers. Broker records are available 
through BrokerCheck for 10 years after a broker leaves the industry, 
and records of brokers who are the subject of disciplinary actions 
and certain other events remain on BrokerCheck permanently.
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(b) IAPD Database
    IAPD provides information about both SEC-registered and state-
registered investment adviser firms, certain investment adviser firms 
that are exempt from registration with the SEC or states, and state-
registered investment adviser representatives. The information in IAPD 
is derived from the Investment Adviser Registration Depository 
(``IARD''), an electronic filing system sponsored by the SEC and NASAA 
that collects and maintains the registration, reporting and disclosure 
information for

[[Page 26504]]

investment advisers and related persons.
    BrokerCheck and IAPD have many similarities. For example, both 
systems display information about individuals that has been filed with 
the CRD system on Forms U4, U5 and U6.\12\ In addition, information on 
many registered individuals can be obtained in either system because 
the majority of brokers are also registered as investment adviser 
representatives and vice versa.\13\ Despite the similarities, there are 
some differences between BrokerCheck and IAPD, including the 
information available, the presentation format, and the manner in which 
users may obtain information from the systems. For instance, the 
systems display different information pertaining to professional 
designations, passed qualification examinations, and registrations. The 
systems differ also in the manner in which detailed information about 
firms is made available to users. BrokerCheck displays a report that is 
developed from the information reported on Forms BD and BDW whereas 
IAPD provides links to the most recently filed Form ADV, Uniform 
Application for Investment Adviser Registration and Report by Exempt 
Reporting Advisers, and the Form ADV Part 2 Brochures in a Portable 
Document Format (``PDF'').
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    \12\ With respect to investment adviser representatives, IARD 
provides for the filing of these Forms through the CRD system.
    \13\ To help investors access information on the minority of 
individuals who are not dually registered, FINRA in 2012 unified the 
search returns for the IAPD and BrokerCheck databases. This change 
resulted from a study released by SEC staff in January 2011 that 
included recommendations on improving investor access to investment 
adviser and broker-dealer registration information. The study was 
required by Section 919B of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act, Public Law 111-203, 124 Stat. 1376 (2010).
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(c) Display of Additional Investment Adviser Representative Information
    The SEC's Investor Advisory Committee (``IAC'') recommended the 
development of more complete, simple and centrally operated search 
functions that permit thorough understanding of the background of those 
offering financial products and financial advice.\14\ Shortly after the 
IAC's recommendations were issued, FINRA and SEC staff began discussing 
how best to align changes to IAPD under consideration by the SEC with 
possible changes to BrokerCheck to provide users with more 
comprehensive, consistent, and easier access to information already 
publicly disseminated about individuals that is contained in both 
systems. On February 15, 2020, the SEC implemented changes to IAPD to 
display information that is already publicly disseminated through 
BrokerCheck.\15\ As such, FINRA is proposing to amend Rule 8312 to make 
corresponding changes to allow the dissemination through BrokerCheck of 
information already publicly disseminated through IAPD about registered 
brokers who are, or were, licensed as investment adviser 
representatives. This change would allow users of BrokerCheck to obtain 
the available information about these individuals in a single search of 
BrokerCheck or IAPD and thereby minimize the need to access multiple 
databases.\16\
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    \14\ The IAC's recommendations are available at https://www.sec.gov/spotlight/investor-advisory-committee-2012/final_iac_backgroundcheck_recommendation_071615.pdf.
    \15\ This information includes self-regulatory organization and 
state broker licenses, and broker qualification exams passed.
    \16\ FINRA notes that the proposed rule change would impact 
members that have elected to be treated as capital acquisition 
brokers (``CABs''), given that the CAB rule set incorporates the 
impacted FINRA rule by reference.
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(d) Proposed Amendments
    As previously discussed, information about brokers and investment 
adviser representatives is filed with the CRD system through certain 
registration forms. Some of the information reported for an investment 
adviser representative is displayed in BrokerCheck if such an 
individual also has, at some point, been registered as a broker. 
Specifically, the following information reported by an investment 
adviser representative (if displayed in IAPD) is made available through 
BrokerCheck:
     Current investment adviser firm (applies only to a 
currently registered investment adviser representative);
     identifying information (name changes, other names);
     employment history for the past 10 years;
     state qualification exams passed;
     other business activities; and
     disclosure events (excluding historic disclosure 
events).\17\
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    \17\ Historic disclosure events (i.e., certain disclosure events 
involving customer dispute information reported in the CRD system 
that became no longer reportable after an individual's first 
investment adviser representative registration was approved but 
before the individual's first broker registration was approved) 
currently are not included in BrokerCheck.
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    FINRA proposes to add new paragraph (d) to FINRA Rule 8312 to 
provide that FINRA may release through BrokerCheck information already 
publicly disseminated through IAPD about a BrokerCheck Associated 
Person currently associated with a BrokerCheck Firm who is, or was, 
licensed as an investment adviser representative.\18\ Accordingly, 
under the proposed rule change, the following additional information 
would be displayed through BrokerCheck for those individuals who are 
currently dually registered as a broker and an investment adviser 
representative:
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    \18\ A ``BrokerCheck Firm'' is a current or former FINRA member 
or a current or former member of a registered national securities 
exchange that uses CRD for registration purposes. See FINRA Rule 
8312(a)(1). See also supra note 4.
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     State investment adviser representative licenses;
     current and past investment adviser firms, registered 
branches, and non-registered locations that are not private residences 
where the individual is or was registered;
     historic disclosure events; and
     professional designations.\19\
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    \19\ Should the SEC in the future make additional categories of 
information about investment adviser representatives publicly 
available in IAPD, FINRA will consult with the SEC regarding the 
dissemination of the additional information through BrokerCheck. The 
dissemination through BrokerCheck of the additional information may 
apply to those individuals who are currently dually registered as a 
broker and an investment adviser representative, as well as those 
individuals who are currently registered as a broker and were 
previously registered as an investment adviser representative.
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    In addition, for those individuals who are currently registered as 
brokers and were previously registered as investment adviser 
representatives, BrokerCheck would display all of the publicly 
disseminated additional investment adviser representative information 
listed above, except for professional designations because a previously 
reported professional designation may no longer be in effect. However, 
if a registered broker currently holds a professional designation, this 
information would be displayed through BrokerCheck if reported by the 
broker via Form U4.
    For any individual who currently is not registered as a broker, 
such as a currently registered investment adviser representative who 
was formerly registered as a broker, the additional investment adviser 
representative information referenced above would not be displayed 
through BrokerCheck. As it does today, BrokerCheck would continue to 
include a link to IAPD for those individuals who are or were previously 
registered in an investment adviser representative capacity so that 
investors could obtain further information about such individuals in 
that system.\20\ Furthermore, FINRA

[[Page 26505]]

plans to add a notation in BrokerCheck for formerly registered brokers 
who currently are registered as investment adviser representatives 
indicating that more current information regarding the investment 
professional is available in IAPD.
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    \20\ Similarly, with respect to firms, BrokerCheck will continue 
to include a link to the summary page of IAPD for a broker-dealer 
that also is registered as an investment adviser. From the IAPD 
summary page, users can easily view a PDF version of the most 
recently filed Form ADV for that firm. In addition, Form CRS will be 
accessible through BrokerCheck and IAPD upon its implementation in 
2020. See Form CRS Relationship Summary; Amendments to Form ADV, 
Securities Exchange Act Release No. 86032 (June 5, 2019), 84 FR 
33492 (July 12, 2019).
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    FINRA has filed the proposed rule change for immediate 
effectiveness. FINRA anticipates that the implementation date of the 
proposed rule change will be June 20, 2020.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\21\ 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.
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    \21\ 15 U.S.C. 78o-3(b)(6).
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    Following ongoing discussions with SEC staff, FINRA is proposing to 
amend Rule 8312 to allow the dissemination through BrokerCheck of 
information already publicly disseminated through IAPD about registered 
brokers who are, or were, licensed as investment adviser 
representatives. The proposed rule change will align BrokerCheck with 
the changes the SEC implemented to IAPD on February 15, 2020, and will 
allow investors and other users of BrokerCheck to obtain the available 
information that already is publicly disseminated about these 
individuals in a single search of BrokerCheck or IAPD and thereby 
minimize the need to access multiple systems. FINRA believes that the 
proposed rule change will provide investors and other users of 
BrokerCheck with more consistent and easier access to information about 
the investment professionals with which they may conduct business 
because it will result in BrokerCheck displaying the same level of 
information that currently is available in IAPD.

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.
Economic Impact Assessment
    FINRA has undertaken an economic impact assessment, as set forth 
below, to further analyze the regulatory need for the proposed rule 
change, its potential economic impacts, including anticipated costs, 
benefits, and distributional and competitive effects, relative to the 
current baseline, and the alternatives FINRA considered in assessing 
how best to meet its regulatory objective.
Regulatory Need
    BrokerCheck provides the public with information on the 
professional background, business practices, and conduct of FINRA 
member firms and their associated persons. FINRA believes, however, 
that changes to the information presented in BrokerCheck can make 
BrokerCheck more useful for investors and other users of the system. 
Accordingly, FINRA is proposing to add to BrokerCheck investment 
adviser representative information for those individuals who are 
currently registered as brokers, and who are currently or were 
previously registered as investment adviser representatives.
Economic Baseline
    The economic baseline for the rule change is the current rule that 
addresses the types of information displayed in BrokerCheck. The 
proposal is expected to affect users of BrokerCheck, and currently and 
formerly registered firms and individuals. Users of BrokerCheck include 
investors, member firms and other entities in the financial services 
industry, and individuals registered as brokers or seeking employment 
in the brokerage industry.
    The information displayed in BrokerCheck is derived from the CRD 
system. In general, the information enables users to make informed 
decisions regarding the firms currently registered as broker-dealers 
and the individuals currently registered as brokers. Decisions include 
the choice of firms or individuals to do business with or employ, and 
the choice of firms with which to seek employment.
    The ability of users to access and review information related to 
individual brokers through BrokerCheck is constrained by certain 
limitations. One of these limitations is that BrokerCheck currently 
provides indirect access to information describing the investment 
advisory business of a broker, requiring users to access a separate 
system (IAPD) to gather additional information that could be relevant 
to their decision. The need to access a separate system increases 
users' search costs and reduces their ability to research and compare 
information about individuals in the brokerage industry.
Economic Impacts
    The proposed rule change would increase the amount of investment 
adviser information available or accessible through BrokerCheck, but 
would not change the aggregate information available to users of 
BrokerCheck and IAPD. Users of BrokerCheck would no longer need to 
access a separate system--IAPD--to obtain the information for 
individuals currently registered as brokers who are, or were, licensed 
as investment adviser representatives.\22\ The ability to review this 
information in a more efficient manner would reduce user search costs, 
particularly for users that seek individuals who are experienced in or 
can offer both brokerage and advisory services. These users would also 
benefit by doing business with or employing individuals or firms with 
individuals that are experienced in or can offer services more closely 
aligned with their needs, thereby increasing their economic welfare.
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    \22\ BrokerCheck maintains information on 3,610 firms currently 
registered as broker-dealers and 625,000 individuals currently 
registered as brokers. Among the firms currently registered as 
broker-dealers, 526 (15 percent) are currently registered as 
investment advisers and 130 (four percent) were formerly registered 
as investment advisers. Similarly, among the individuals currently 
registered as brokers, 295,120 (47 percent) are currently registered 
as investment adviser representatives, and 16,458 (three percent) 
were formerly registered as investment adviser representatives.
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    Information that may become available or more accessible through 
BrokerCheck includes information relating to historic disclosure events 
of investment adviser representatives. Disclosure events reported to 
the CRD system, which include customer complaints, have been found to 
be predictive of future misconduct.\23\ The review and consideration of 
this additional information before the selection of an individual with 
whom to do business or to employ may improve investor protections by 
increasing the ability of users to understand the potential risk of 
misconduct. It is anticipated, however, that there will not be a 
significant number of Historic Disclosure events to be displayed

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through BrokerCheck. The economic impact of this aspect of the proposed 
rule change, therefore, is expected to be limited.
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    \23\ See Hammad Qureshi & Jonathan Sokobin, Do Investors Have 
Valuable Information About Brokers? (2015), https://www.finra.org/sites/default/files/OCE-Working-Paper.pdf. See also Mark Egan, 
Gregor Matvos & Amit Seru, The Market for Financial Adviser 
Misconduct, 127(1) Journal of Political Economy 233-295 (2019); and 
Stephen G. Dimmock, & William C. Gerken, Predicting Fraud by 
Investment Managers, 105(1) Journal of Financial Economics 153-173 
(2012).
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    The proposed rule change is not expected to harm or hinder 
competition among individuals currently registered as brokers who were 
previously registered as investment adviser representatives. Under the 
proposed rule change, similar past employment information as an 
investment adviser representative would be displayed through 
BrokerCheck regardless of whether that previous employment was at (1) a 
firm dually registered as a broker-dealer and an investment adviser, or 
(2) a firm solely registered as an investment adviser. Information is 
also currently available through IAPD describing the investment adviser 
firms at which the individuals were previously employed.
Alternatives Considered
    No alternatives were considered for this proposed rule change.

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

    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 \24\ and Rule 19b-
4(f)(6) thereunder.\25\
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    \24\ 15 U.S.C. 78s(b)(3)(A).
    \25\ 17 CFR 240.19b-4(f)(6).
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    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 rule-comments@sec.gov. Please include 
File Number SR-FINRA-2020-012 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-2020-012. 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 website (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 website 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. Persons submitting comments are cautioned that 
we do not redact or edit personal identifying information from comment 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
FINRA-2020-012 and should be submitted on or before May 26, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-09374 Filed 5-1-20; 8:45 am]
 BILLING CODE 8011-01-P


