FINRA Requests Comment on Proposed Amendments to Its Rules on Communications with the Public | Practical Law

FINRA Requests Comment on Proposed Amendments to Its Rules on Communications with the Public | Practical Law

FINRA issued a regulatory notice requesting public comment on proposed amendments to its rules governing broker-dealer communications with the public.

FINRA Requests Comment on Proposed Amendments to Its Rules on Communications with the Public

by Practical Law Corporate & Securities
Published on 19 May 2015USA (National/Federal)
FINRA issued a regulatory notice requesting public comment on proposed amendments to its rules governing broker-dealer communications with the public.
On May 18, 2015, FINRA issued a regulatory notice requesting public comment on proposed amendments to its rules governing broker-dealer communications with the public. The proposed amendments would revise:
  • The filing requirements in FINRA Rule 2210 (Communications with the Public) and FINRA Rule 2214 (Requirements for the Use of Investment Analysis Tools).
  • The content and disclosure requirements in FINRA Rule 2213 (Requirements for the Use of Bond Mutual Fund Volatility Ratings).
The proposed amendments would cover:
  • New Firm Communications. The proposed amendments would narrow the filing requirement for new FINRA member firms by requiring new firms to file only their websites and material changes to their websites within ten business days of first use for a one-year period. Currently, new firms are required to file all retail communications used in any electronic or other public media at least ten business days prior to use for a one-year period.
  • Investment Company Shareholder Reports. The proposed amendments would exclude from FINRA's filing requirements shareholder reports that have been filed with the SEC. Currently, firms must file the manager's discussion of fund performance portion of a registered investment company shareholder report if the report is distributed or made available to prospective investors, even if it has been filed with the SEC.
  • Backup Material for Investment Company Performance Rankings and Comparisons. The proposed amendments would eliminate the requirement that firms filing a retail communication for a registered investment company that contains a fund performance ranking or performance comparison must include a copy of the ranking or comparison used in the retail communication. The proposed amendments would instead require firms to maintain back-up materials as part of their records.
  • Generic Investment Company Communications. The proposed amendments would exclude from FINRA's filing requirements generic investment company retail communications that do not promote or recommend a particular fund or fund family. An example might be a communication that describes different mutual fund types and features but does not discuss the benefits of a specific fund or fund family. Currently, firms must file within ten days of first use all retail communications "concerning" registered investment companies.
  • Investment Analysis Tools. The proposed amendments would eliminate the filing requirements for investment analysis tool report templates and retail communications concerning those tools. Currently, firms that intend to offer an investment analysis tool must, within ten business days of first use, file templates for written reports produced by, or retail communications concerning, the tool. Firms would still need to provide FINRA with access to the tool itself.
  • Filing Exclusion for Templates. Currently, firms are not required to file retail communications that are based on templates that were previously filed with FINRA but changed only to update recent statistical or other non-narrative information. The proposed amendments would expand this exclusion to allow firms to include updated non-predictive narrative descriptions of market events during the period covered by the communication and factual descriptions of portfolio changes without having to re-file the template.
  • Bond Mutual Fund Volatility Ratings. Currently, firms must file retail communications that include bond fund volatility ratings at least ten business days prior to first use, and withhold them from publication or circulation until any changes specified by FINRA have been made. The proposed amendments would permit firms to file these communications within ten business days of first use, rather than prior to use. The proposed amendments would also streamline the content and disclosure requirements and eliminate the requirements that the rating could only be included in a retail communication that accompanies or is preceded by the bond fund's prospectus.
FINRA is accepting comments on the proposed amendments until July 2, 2015.
Update: On May 25, 2016, FINRA issued a proposed rule change to amend FINRA Rules 2210, 2213, and 2214.