Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 4 of Schedule A to the FINRA By-Laws To Increase the Branch Office Annual Registration and New Member Application Fees and Assess a New Continuing Membership Application Fee, 38694-38698 [2012-15852]
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38694
Federal Register / Vol. 77, No. 125 / Thursday, June 28, 2012 / Notices
please use only one method. The
Commission will post all comments on
the Commission’s Internet Web site
(https://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 on official business
days between the hours of 10:00 a.m.
and 3:00 p.m. Copies of such filing also
will be available for inspection and
copying at the principal offices 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–2012–028, and
should be submitted on or before July
19, 2012.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–15851 Filed 6–27–12; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67240; File No. SR–FINRA–
2012–031]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend Section 4 of
Schedule A to the FINRA By-Laws To
Increase the Branch Office Annual
Registration and New Member
Application Fees and Assess a New
Continuing Membership Application
Fee
srobinson on DSK4SPTVN1PROD with NOTICES
June 22, 2012.
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 June 13,
2012, the Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) (f/k/a
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
National Association of Securities
Dealers, Inc. (‘‘NASD’’)) 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
‘‘establishing or changing a due, fee or
other charge’’ under Section
19(b)(3)(A)(ii) of the Act 3 and Rule 19b–
4(f)(2) thereunder,4 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.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
FINRA is proposing to amend Section
4 of Schedule A to the FINRA By-Laws
to (1) increase the branch office annual
registration fee; (2) increase the new
member application fee; and (3) assess
a new fee for continuing membership
applications. The proposed rule change
also makes corresponding amendments
to NASD Rules 1012, 1013, and 1017
regarding the revised new member
application fee and new continuing
membership application fee, as well as
increases from $350 to $500 the
processing fee for new member
applications that are deemed not to be
substantially complete and imposes a
$500 processing fee for continuing
membership applications that are
deemed not to be substantially
complete.
The text of the proposed rule change
is available on FINRA’s Web site at
https://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.
9 17
3 15
1 15
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U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b–4(f)(2).
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
As discussed in further detail below,
the proposed rule change amends
Section 4 of Schedule A to the FINRA
By-Laws to (1) increase the branch office
annual registration fee; (2) increase the
new member application fee; and (3)
assess a new fee for continuing
membership applications. The proposed
rule change also makes corresponding
amendments to NASD Rules 1012
(General Provisions), 1013 (New
Member Application and Interview),
and 1017 (Application for Approval of
Change in Ownership, Control, or
Business Operations) regarding the
revised new member application fee and
new continuing membership
application fee, as well as increases
from $350 to $500 the processing fee for
new member applications that are
deemed not to be substantially complete
and imposes a $500 processing fee for
continuing membership applications
that are deemed not to be substantially
complete.
Branch Office Fees
Schedule A, Section 4(a) currently
sets forth an initial registration fee of
$75 (and a branch office system
processing fee of $20) upon the
registration of each branch office as
defined in the FINRA By-Laws.5 Section
5 Article I, paragraph (d) of the FINRA By-Laws
defines ‘‘branch office’’ as an office defined as a
branch office in FINRA’s rules. NASD Rule
3010(g)(2)(A) states that a ‘‘branch office’’ is any
location where one or more associated persons of
a member regularly conducts the business of
effecting any transactions in, or inducing or
attempting to induce the purchase or sale of any
security, or is held out as such, excluding: (i) Any
location that is established solely for customer
service and/or back office type functions where no
sales activities are conducted and that is not held
out to the public as a branch office; (ii) any location
that is the associated person’s primary residence,
provided that certain enumerated conditions are
met; (iii) any location, other than a primary
residence, that is used for securities business for
less than 30 business days in any one calendar year,
provided the member complies with certain
enumerated conditions; (iv) any office of
convenience, where associated persons occasionally
and exclusively by appointment meet with
customers, which is not held out to the public as
an office; (v) any location that is used primarily to
engage in non-securities activities and from which
the associated person(s) effects no more than 25
securities transactions in any one calendar year;
provided that any advertisement or sales literature
identifying such location also sets forth the address
and telephone number of the location from which
the associated person(s) conducting business at the
non-branch locations are directly supervised; (vi)
the floor of a registered national securities exchange
where a member conducts a direct access business
with public customers; or (vii) a temporary location
established in response to the implementation of a
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Federal Register / Vol. 77, No. 125 / Thursday, June 28, 2012 / Notices
4 also assesses (1) an annual registration
fee in an amount equal to the lesser of
(i) $75 per registered branch, or (ii) the
product of $75 and the number of
registered representatives and registered
principals associated with the member
at the end of FINRA’s fiscal year, and (2)
an annual branch office system
processing fee of $20 per registered
branch. Pursuant to Section 4, FINRA
waives, for one branch office per
member per year, payment of the annual
branch office registration fee (for those
FINRA members who have been
assessed the $75 amount as their annual
fee) and the $20 annual branch office
system processing fee (for all FINRA
members).
Despite rising costs to administer the
branch office registration and
examination program, FINRA has not
adjusted the branch office annual
registration fee since 1994.6 In support
of its branch office registration and
examination program and other
regulatory responsibilities, FINRA is
proposing to revise the branch office
annual registration fee structure by
implementing a tiered regressive rate
structure that will assess a per branch
office annual registration fee ranging
from $75 to $175 depending on the
number of branch offices of the member.
Specifically, the proposed rule change
would amend the annual registration fee
requirement in Section 4(a) to provide
that each member shall be assessed an
annual registration fee of: (1) $175, for
the first 250 branch offices registered by
the member; (2) $150, for branch offices
251 to 500 registered by the member; (3)
$125, for branch offices 501 to 1,000
registered by the member; (4) $100, for
branch offices 1,001 to 2,000 registered
by the member; and (5) $75, for every
branch office greater than 2,000
registered by the member. The proposed
rule change would retain the $20 annual
branch office system processing fee per
registered branch. Consistent with
current practice, FINRA would assess
each member’s annual registration fee
based on the member’s total number of
branch offices registered at the end of
each calendar year.
Additionally, the proposed rule
change would continue to waive, for
one branch office per member per year,
payment of the annual registration fee
(and the $20 annual branch office
system processing fee), but increase the
amount of the waiver from $75 to $175.
The proposed rule change also would
amend Schedule A, Section 4(a) to
codify FINRA’s current practice of
waiving payment of the $75 initial
registration fee (and $20 branch office
system processing fee) for the first
branch office registered by a member.
New Member Application Fee
Schedule A, Section 4(e) to the FINRA
By-Laws currently requires new member
Number of registered
persons associated with
applicant
applicants to pay an application fee of
either $5,000 or $3,000, based generally
on the net capital requirements for the
type of business in which the applicant
proposes to engage.
The new membership application fee
has remained unchanged since 1994,7
notwithstanding the increase in
complexity of such filings and the
related resource demands. FINRA is
proposing to revise the new member
application fee structure to implement a
fee structure that would assess fees
ranging from $7,500 to $55,000
depending on the size of the new
member applicant. The revised fee
structure also would assess an
additional $5,000 surcharge for a new
member applicant that intends to engage
in any clearing and carrying activities.
FINRA believes that assessing new
member application fees based on the
applicant’s size and whether the
applicant intends to engage in clearing
and carrying activities will more closely
reflect the resource demands associated
with processing and reviewing
applicants.
Specifically, the proposed rule change
would amend Section 4(e) of Schedule
A to require that each applicant for
membership shall be assessed an
application fee based on the size of the
applicant at the time the application is
filed, as outlined in the tables below.
Small
Tier 1 ............................................................................................................................................
Tier 2 ............................................................................................................................................
Tier 3 ............................................................................................................................................
Application
fee per tier
1–10
11–100
101–150
Small
Tier 1 ............................................................................................................................................
Tier 2 ............................................................................................................................................
Tier 3 ............................................................................................................................................
$7,500
12,500
20,000
Medium
151–300
301–500
N/A
Medium
$25,000
30,000
N/A
Large
501–1,000
1,001–5,000
>5,000
Large
$35,000
45,000
55,000
srobinson on DSK4SPTVN1PROD with NOTICES
As noted above, the proposed rule
change also would amend Section 4(e)
to require that each applicant for
membership also pay $5,000 if the
applicant will be engaging in any
clearing and carrying activity.
Additionally, the proposed rule
change would make conforming
amendments to NASD Rules 1012 and
1013. Specifically, the proposed rule
change would amend the requirement in
NASD Rule 1012(a) (Filing by Applicant
business continuity plan. NASD Rule 3010(g)(2)(B)
further provides that notwithstanding the
exclusions in NASD Rule 3010(g)(2)(A), any
location that is responsible for supervising the
activities of persons associated with the member at
one or more non-branch locations of the member is
considered to be a branch office.
6 See Securities Exchange Act Release No. 35074
(December 9, 1994), 59 FR 64827 (December 15,
1994) (Notice of Filing and Immediate Effectiveness
of File No. SR–NASD–94–58) (increasing the branch
office registration and annual fees from $50 to $75
to reflect increased costs for registration and
regulatory oversight of branch offices). In 2006,
Schedule A, Section 4(a) was amended to establish
an annual branch office system processing fee to
reflect the costs of developing and implementing
the Form BR, as well as costs associated with the
ongoing branch office system maintenance and
enhancements. See Securities Exchange Act Release
No. 53955 (June 7, 2006), 71 FR 34658 (June 15,
2006) (Notice of Filing and Immediate Effectiveness
of File No. SR–NASD–2006–065).
7 See Securities Exchange Act Release No. 33533
(January 27, 1994), 59 FR 5218 (February 3, 1994)
(Notice of Filing and Immediate Effectiveness of
File No. SR–NASD–94–05) (increasing from $1,500
to $3,000 the new member application fee for
certain applicants).
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Federal Register / Vol. 77, No. 125 / Thursday, June 28, 2012 / Notices
or Service by FINRA) that an applicant
for membership shall file an application
in the manner prescribed in NASD Rule
1013 to require that the applicant
include the timely submission of an
application fee pursuant to Schedule A
to the FINRA By-Laws and delete as
unnecessary the requirement in NASD
Rule 1013(a)(1) (How to File) that an
applicant include the payment of the
appropriate fee as part of its new
member application. The proposed rule
change also would amend NASD Rule
1012(b) (Lapse of Applicant) to require
that if a new member application lapses,
an applicant that wishes to continue to
seek membership must submit a new
application in the manner prescribed in
NASD Rule 1013, including the timely
submission of an application fee
pursuant to Schedule A to the FINRA
By-Laws.
Further, FINRA is proposing to amend
NASD Rule 1013(a)(3) (Rejection Of
Application That Is Not Substantially
Complete) to increase from $350 to $500
the processing fee retained by FINRA if
the Department of Member Regulation
(‘‘Department’’) determines that a new
member application is not substantially
complete. The proposed rule change
also would amend NASD Rule
1013(a)(3) to require that, if an applicant
submits another new member
application, the applicant must submit
the appropriate fee pursuant to
Schedule A to the FINRA By-Laws.
Continuing Membership Application
Fee
NASD Rule 1017 provides parameters
for certain changes in a member’s
ownership, control, or business
operations that would require a
continuing membership application.
Among other things, those changes
include a merger of a member with
another member, a direct or indirect
acquisition by a member of another
member, a change in equity ownership
or partnership capital of a member that
results in one person or entity directly
or indirectly owning or controlling 25
percent or more of the equity or
partnership capital, or a material change
in business operations as defined in
NASD Rule 1011(k) (‘‘material change in
business operations’’). NASD Rule
1011(k) defines a ‘‘material change in
business operations’’ as including, but
not limited to: (1) Removing or
modifying a membership agreement
restriction; (2) market making,
underwriting, or acting as a dealer for
the first time; and (3) adding business
activities that require a higher minimum
net capital under SEA Rule 15c3–1.
Although FINRA does not currently
assess a fee for submitting a continuing
membership application, the
membership program incurs substantial
costs in reviewing the application
materials and assessing whether the
application meets the required
standards. Based on these operational
demands, FINRA is proposing to amend
Schedule A to the FINRA By-Laws to
require that an applicant submitting a
continuing membership application fee
Number of registered
persons associated with
applicant
Small
Tier 1 ............................................................................................................................................
Tier 2 ............................................................................................................................................
Tier 3 ............................................................................................................................................
Application fee per tier and application type
srobinson on DSK4SPTVN1PROD with NOTICES
pay an application fee based on the
number of registered persons associated
with the applicant and the type of
change in ownership, control, or
business operations being contemplated.
Because the effort required to review a
continuing membership application
generally depends on the facts and
circumstances, with more complex
changes and larger applicants requiring
additional resources, FINRA believes
that the proposed matrix will be an
effective means of assessing related fees.
For instance, the proposed fee structure
would assess a member with only one
to ten registered persons a fee ranging
between $5,000 and $7,500, depending
on the type of continuing membership
application, whereas a member with 301
to 500 registered persons would be
assessed a fee ranging between $10,000
and $30,000 depending on the type of
continuing membership application.
Specifically, the proposed rule change
would amend Section 4 of Schedule A
to require that, in addition to any dues
or fees otherwise payable, each
applicant submitting an application for
approval of a change in ownership,
control, or business operations shall be
assessed an application fee, based on
the number of registered persons
associated with the applicant (including
registered persons proposed to be
associated with the applicant upon
approval of the application) at the time
the application is filed and the type of
change in ownership, control, or
business operations, as outlined in the
tables below:
1–10
11–100
101–150
Small
Merger:
Tier 1 ....................................................................................................................................
Tier 2 ....................................................................................................................................
Tier 3 ....................................................................................................................................
Material Change:
Tier 1 ....................................................................................................................................
Tier 2 ....................................................................................................................................
Tier 3 ....................................................................................................................................
Ownership Change ......................................................................................................................
Transfer of Assets .......................................................................................................................
Acquisition ....................................................................................................................................
The proposed rule change also would
clarify that if an applicant’s request for
approval of a change in ownership,
control, or business operations involves
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more than one type of application
identified in the ‘‘application fee per
tier and application type’’ table above,
the application fee shall be the highest
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Medium
151–300
301–500
N/A
Medium
Large
501–1,000
1,001–5,000
>5,000
Large
$7,500
12,500
20,000
$25,000
30,000
N/A
$50,000
75,000
100,000
5,000
10,000
15,000
5,000
5,000
5,000
20,000
25,000
N/A
10,000
10,000
10,000
35,000
50,000
75,000
15,000
15,000
15,000
amount of the applicable ‘‘application
type’’ fees (e.g., the application fee for
an applicant associated with 1–10
registered persons filing an application
E:\FR\FM\28JNN1.SGM
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Federal Register / Vol. 77, No. 125 / Thursday, June 28, 2012 / Notices
involving a merger and material change
would be $7,500).
Additionally, the proposed rule
change would make conforming changes
to NASD Rule 1012. Specifically, the
proposed change would amend NASD
Rule 1012(a) (Filing by Applicant or
Service by FINRA) to require that
applicant seeking approval of a change
in ownership, control, or business
operations pursuant to NASD Rule 1017
must include the timely submission of
an application fee pursuant to Schedule
A to the FINRA By-Laws. The proposed
rule change also would amend NASD
Rule 1012(b) (Lapse of Application) to
require that, if a continuing membership
application lapses, an applicant that
wishes to continue to seek membership
or approval of a change in ownership,
control, or business operations must
submit a new application in the manner
prescribed in NASD Rule 1017,
including the timely submission of an
application fee pursuant to Schedule A
to the FINRA By-Laws.
Finally, FINRA is proposing to amend
NASD Rule 1017(d) (Rejection Of
Application That Is Not Substantially
Complete) to provide that, if the
Department determines that a
continuing membership application is
not substantially complete, the
Department shall, among other things,
refund the application fee, less $500,
which shall be retained by FINRA as a
processing fee. The proposed rule
change also would amend NASD Rule
1013(a)(3) to require that, if an applicant
submits another continuing membership
application, the applicant must submit
the appropriate fee pursuant to
Schedule A to the FINRA By-Laws.
srobinson on DSK4SPTVN1PROD with NOTICES
Implementation
FINRA has filed the proposed rule
change for immediate effectiveness.
FINRA is proposing that the
implementation date for the fees
assessed in Schedule A to the FINRA
By-Laws, Section 4(e) (the new member
application fee) and new Section 4(i)
(the continuing membership application
fee), and the corresponding
amendments to NASD Rules 1012, 1013,
and 1017, will be July 23, 2012. FINRA
will announce the implementation date
for the fees assessed in Schedule A to
the FINRA By-Laws, Section 4(a)
(branch office annual registration fee
(and related waiver)), which will be on
or after January 1, 2013, in a Regulatory
Notice or similar communication.
of Section 15A(b)(5) of the Act,8 which
requires, among other things, that
FINRA rules provide for the equitable
allocation of reasonable dues, fees and
other charges among members and
issuers and other persons using any
facility or system that FINRA operates
or controls. FINRA believes that the
proposed fees are reasonable based on
the nature and scope of the Membership
Department’s examination program and
application review processes and the
related costs of maintaining the
program. The proposed fees also
contribute to the general funding of
FINRA’s overall regulatory program and
serve to ensure that FINRA is
sufficiently capitalized to meet its
regulatory responsibilities. FINRA also
believes that the proposed fees are
equitably allocated among members and
applicants for membership as they are
assessed based on the size of the
member or applicant, and in the case of
the continuing membership application
fee, also on the type of continuing
membership application being filed.
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.
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
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 9 and paragraph (f)(2) of Rule
19b–4 thereunder.10 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.
[sic]
2. Statutory Basis
FINRA believes that the proposed rule
change is consistent with the provisions
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8 15
U.S.C. 78o–3(b)(5).
U.S.C. 78s(b)(3)(A).
10 17 CFR 240.19b–4(f)(2).
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rulecomments@sec.gov. Please include File
Number SR–FINRA–2012–031 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–FINRA–2012–031. 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
(https://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 on official business
days between the hours of 10:00 a.m.
and 3:00 p.m. Copies of such filing also
will be available for inspection and
copying at the principal offices 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–2012–031, and
should be submitted on or before July
19, 2012.
9 15
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Federal Register / Vol. 77, No. 125 / Thursday, June 28, 2012 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–15852 Filed 6–27–12; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67241; File No. SR–FINRA–
2012–029]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Adjust Fees for Filing
Documents Pursuant to FINRA Rule
5110
June 22, 2012.
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 June 8,
2012, Financial Industry Regulatory
Authority (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change described in Items I, II and III
below, which Items have been prepared
by FINRA. FINRA has designated the
proposed rule change as ‘‘establishing or
changing a due, fee or other charge’’
under Section 19(b)(3)(A)(ii) of the Act 3
and Rule 19b–4(f)(2) thereunder,4 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.
srobinson on DSK4SPTVN1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
FINRA is proposing to amend Section
7 of Schedule A to the FINRA By-Laws
to adjust fees for filing documents
pursuant to FINRA Rule 5110
(Corporate Financing Rule—
Underwriting Terms and
Arrangements). The text of the proposed
rule change is available at https://
www.finra.org, at the principal office of
FINRA, and at the Commission’s Public
Reference Room.
11 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(ii).
4 17 CFR 240.19b–4(f)(2).
1 15
VerDate Mar<15>2010
16:35 Jun 27, 2012
Jkt 226001
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
The purpose of the proposed rule
change is to amend Section 7 of
Schedule A to the FINRA By-Laws
(‘‘Section 7’’) to (1) increase the rate
from .01 percent to .015 percent for the
fee for the filing of initial documents
and amendments pursuant to the
Corporate Financing Rule; (2) increase
the maximum fee from $75,500 to
$225,500 for such filings; and (3)
increase the fee from $75,500 to
$225,500 for an offering of securities on
an automatically effective Form S–3 or
F–3 registration statement filed with the
SEC and offered pursuant to Securities
Act Rule 415 by a Well-Known
Seasoned Issuer as defined in Securities
Act Rule 405.
FINRA’s Corporate Financing
Department (the ‘‘Department’’) is
responsible for reviewing the proposed
underwriting terms and arrangements of
proposed public offerings of securities
for compliance with the requirements of
FINRA Rule 5110. The public offerings
reviewed by the Department include
initial and secondary offerings of
unseasoned issuers, best efforts offerings
of direct participation programs
(‘‘DPPs’’) and real estate investment
trusts (‘‘REITs’’), but generally exclude
public offerings of seasoned issuers that
are not broker-dealers or their affiliates
and offerings of investment grade
securities.
The Department’s review is
complementary to the SEC’s registration
process, which defers to FINRA to
establish reasonable levels of
underwriting compensation and
adequate disclosure of the underwriting
terms and conflicts. Pursuant to FINRA
Rule 5110, no member or person
associated with a member may
participate in a public offering subject to
the Rule, or to FINRA Rules 5121
(Public Offerings of Securities With
PO 00000
Frm 00130
Fmt 4703
Sfmt 4703
Conflicts of Interest) and 2310 (Direct
Participation Programs), unless the
documents and information specified in
the Rule have been filed with and
reviewed by the Department. Typically,
the book-running manager for the
offering files the documents on behalf of
the participating members. The fee
charged to members for this review is
set forth in Section 7.
Under Section 7(a), the current fee for
filings of initial documents relating to
any offering pursuant to FINRA Rule
5110 is equal to (i) $500 plus .01 percent
of the proposed maximum aggregate
offering price or other applicable value
of all securities registered on an SEC
registration statement or included on
any other type of offering document
(where not filed with the SEC), but shall
not exceed $75,500; or (2) $75,500 for an
offering of securities on an
automatically effective Form S–3 or F–
3 registration statement filed with the
SEC and offered pursuant to Securities
Act Rule 415 by a Well-Known
Seasoned Issuer as defined in Securities
Act Rule 405.5 Similarly, under Section
7(b), the current fee for filings of any
amendment or other change to
documents initially filed pursuant to
FINRA Rule 5110 is .01 percent of the
net increase in the maximum aggregate
offering price or other applicable value
of all securities registered on an SEC
registration statement, or any related
Securities Act Rule 462(b) registration
statement, or reflected on any Securities
Act Rule 430A prospectus, or included
on any other type of offering document.
Section 7(b) also provides that the
aggregate of all filing fees paid in
connection with an SEC registration
statement or other type of offering
document shall not exceed $75,500.
Thus, under Section 7, fees are currently
capped with respect to offerings with an
aggregate offering price of $750 million
or more.
The rate of the filing fee rate has
remained static since it was adopted in
1970, while the cap has been adjusted
periodically, most recently in 2004.6
However, the nature and complexity of
offerings filed with the Department have
changed substantially since the most
recent adjustment. Many filings seek
expedited review or ‘‘same day
5 Section 7(a) provides that the amount of the
filing fee may be rounded to the nearest dollar.
6 See Securities Exchange Act Release No. 50984
(Jan. 6, 2005), 70 FR 2440 (Jan. 13, 2005) (Notice
of Filing and Immediate Effectiveness of File No.
SR–NASD–2004–177) (setting the maximum fee at
$75,500). The fees for automatically effective Form
S–3 or F–3 offerings were added in 2007 without
adjusting the existing rates. See Securities Exchange
Act Release No. 55360 (Feb. 27, 2007), 72 FR 9813
(Mar. 5, 2007) (Notice of Filing and Immediate
Effectiveness of File No. SR–NASD–2007–006).
E:\FR\FM\28JNN1.SGM
28JNN1
]]>Agencies
[Federal Register Volume 77, Number 125 (Thursday, June 28, 2012)]
[Notices]
[Pages 38694-38698]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-15852]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-67240; File No. SR-FINRA-2012-031]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing and Immediate Effectiveness of
Proposed Rule Change To Amend Section 4 of Schedule A to the FINRA By-
Laws To Increase the Branch Office Annual Registration and New Member
Application Fees and Assess a New Continuing Membership Application Fee
June 22, 2012.
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 June 13, 2012, the Financial Industry Regulatory Authority, Inc.
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc.
(``NASD'')) 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 ``establishing or changing a
due, fee or other charge'' under Section 19(b)(3)(A)(ii) of the Act \3\
and Rule 19b-4(f)(2) thereunder,\4\ 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\ 15 U.S.C. 78s(b)(3)(A)(ii).
\4\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
FINRA is proposing to amend Section 4 of Schedule A to the FINRA
By-Laws to (1) increase the branch office annual registration fee; (2)
increase the new member application fee; and (3) assess a new fee for
continuing membership applications. The proposed rule change also makes
corresponding amendments to NASD Rules 1012, 1013, and 1017 regarding
the revised new member application fee and new continuing membership
application fee, as well as increases from $350 to $500 the processing
fee for new member applications that are deemed not to be substantially
complete and imposes a $500 processing fee for continuing membership
applications that are deemed not to be substantially complete.
The text of the proposed rule change is available on FINRA's Web
site at https://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 discussed in further detail below, the proposed rule change
amends Section 4 of Schedule A to the FINRA By-Laws to (1) increase the
branch office annual registration fee; (2) increase the new member
application fee; and (3) assess a new fee for continuing membership
applications. The proposed rule change also makes corresponding
amendments to NASD Rules 1012 (General Provisions), 1013 (New Member
Application and Interview), and 1017 (Application for Approval of
Change in Ownership, Control, or Business Operations) regarding the
revised new member application fee and new continuing membership
application fee, as well as increases from $350 to $500 the processing
fee for new member applications that are deemed not to be substantially
complete and imposes a $500 processing fee for continuing membership
applications that are deemed not to be substantially complete.
Branch Office Fees
Schedule A, Section 4(a) currently sets forth an initial
registration fee of $75 (and a branch office system processing fee of
$20) upon the registration of each branch office as defined in the
FINRA By-Laws.\5\ Section
[[Page 38695]]
4 also assesses (1) an annual registration fee in an amount equal to
the lesser of (i) $75 per registered branch, or (ii) the product of $75
and the number of registered representatives and registered principals
associated with the member at the end of FINRA's fiscal year, and (2)
an annual branch office system processing fee of $20 per registered
branch. Pursuant to Section 4, FINRA waives, for one branch office per
member per year, payment of the annual branch office registration fee
(for those FINRA members who have been assessed the $75 amount as their
annual fee) and the $20 annual branch office system processing fee (for
all FINRA members).
---------------------------------------------------------------------------
\5\ Article I, paragraph (d) of the FINRA By-Laws defines
``branch office'' as an office defined as a branch office in FINRA's
rules. NASD Rule 3010(g)(2)(A) states that a ``branch office'' is
any location where one or more associated persons of a member
regularly conducts the business of effecting any transactions in, or
inducing or attempting to induce the purchase or sale of any
security, or is held out as such, excluding: (i) Any location that
is established solely for customer service and/or back office type
functions where no sales activities are conducted and that is not
held out to the public as a branch office; (ii) any location that is
the associated person's primary residence, provided that certain
enumerated conditions are met; (iii) any location, other than a
primary residence, that is used for securities business for less
than 30 business days in any one calendar year, provided the member
complies with certain enumerated conditions; (iv) any office of
convenience, where associated persons occasionally and exclusively
by appointment meet with customers, which is not held out to the
public as an office; (v) any location that is used primarily to
engage in non-securities activities and from which the associated
person(s) effects no more than 25 securities transactions in any one
calendar year; provided that any advertisement or sales literature
identifying such location also sets forth the address and telephone
number of the location from which the associated person(s)
conducting business at the non-branch locations are directly
supervised; (vi) the floor of a registered national securities
exchange where a member conducts a direct access business with
public customers; or (vii) a temporary location established in
response to the implementation of a business continuity plan. NASD
Rule 3010(g)(2)(B) further provides that notwithstanding the
exclusions in NASD Rule 3010(g)(2)(A), any location that is
responsible for supervising the activities of persons associated
with the member at one or more non-branch locations of the member is
considered to be a branch office.
---------------------------------------------------------------------------
Despite rising costs to administer the branch office registration
and examination program, FINRA has not adjusted the branch office
annual registration fee since 1994.\6\ In support of its branch office
registration and examination program and other regulatory
responsibilities, FINRA is proposing to revise the branch office annual
registration fee structure by implementing a tiered regressive rate
structure that will assess a per branch office annual registration fee
ranging from $75 to $175 depending on the number of branch offices of
the member.
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 35074 (December 9,
1994), 59 FR 64827 (December 15, 1994) (Notice of Filing and
Immediate Effectiveness of File No. SR-NASD-94-58) (increasing the
branch office registration and annual fees from $50 to $75 to
reflect increased costs for registration and regulatory oversight of
branch offices). In 2006, Schedule A, Section 4(a) was amended to
establish an annual branch office system processing fee to reflect
the costs of developing and implementing the Form BR, as well as
costs associated with the ongoing branch office system maintenance
and enhancements. See Securities Exchange Act Release No. 53955
(June 7, 2006), 71 FR 34658 (June 15, 2006) (Notice of Filing and
Immediate Effectiveness of File No. SR-NASD-2006-065).
---------------------------------------------------------------------------
Specifically, the proposed rule change would amend the annual
registration fee requirement in Section 4(a) to provide that each
member shall be assessed an annual registration fee of: (1) $175, for
the first 250 branch offices registered by the member; (2) $150, for
branch offices 251 to 500 registered by the member; (3) $125, for
branch offices 501 to 1,000 registered by the member; (4) $100, for
branch offices 1,001 to 2,000 registered by the member; and (5) $75,
for every branch office greater than 2,000 registered by the member.
The proposed rule change would retain the $20 annual branch office
system processing fee per registered branch. Consistent with current
practice, FINRA would assess each member's annual registration fee
based on the member's total number of branch offices registered at the
end of each calendar year.
Additionally, the proposed rule change would continue to waive, for
one branch office per member per year, payment of the annual
registration fee (and the $20 annual branch office system processing
fee), but increase the amount of the waiver from $75 to $175. The
proposed rule change also would amend Schedule A, Section 4(a) to
codify FINRA's current practice of waiving payment of the $75 initial
registration fee (and $20 branch office system processing fee) for the
first branch office registered by a member.
New Member Application Fee
Schedule A, Section 4(e) to the FINRA By-Laws currently requires
new member applicants to pay an application fee of either $5,000 or
$3,000, based generally on the net capital requirements for the type of
business in which the applicant proposes to engage.
The new membership application fee has remained unchanged since
1994,\7\ notwithstanding the increase in complexity of such filings and
the related resource demands. FINRA is proposing to revise the new
member application fee structure to implement a fee structure that
would assess fees ranging from $7,500 to $55,000 depending on the size
of the new member applicant. The revised fee structure also would
assess an additional $5,000 surcharge for a new member applicant that
intends to engage in any clearing and carrying activities. FINRA
believes that assessing new member application fees based on the
applicant's size and whether the applicant intends to engage in
clearing and carrying activities will more closely reflect the resource
demands associated with processing and reviewing applicants.
---------------------------------------------------------------------------
\7\ See Securities Exchange Act Release No. 33533 (January 27,
1994), 59 FR 5218 (February 3, 1994) (Notice of Filing and Immediate
Effectiveness of File No. SR-NASD-94-05) (increasing from $1,500 to
$3,000 the new member application fee for certain applicants).
---------------------------------------------------------------------------
Specifically, the proposed rule change would amend Section 4(e) of
Schedule A to require that each applicant for membership shall be
assessed an application fee based on the size of the applicant at the
time the application is filed, as outlined in the tables below.
----------------------------------------------------------------------------------------------------------------
Number of registered persons associated with applicant Small Medium Large
----------------------------------------------------------------------------------------------------------------
Tier 1.......................................................... 1-10 151-300 501-1,000
Tier 2.......................................................... 11-100 301-500 1,001-5,000
Tier 3.......................................................... 101-150 N/A >5,000
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Application fee per tier Small Medium Large
----------------------------------------------------------------------------------------------------------------
Tier 1.......................................................... $7,500 $25,000 $35,000
Tier 2.......................................................... 12,500 30,000 45,000
Tier 3.......................................................... 20,000 N/A 55,000
----------------------------------------------------------------------------------------------------------------
As noted above, the proposed rule change also would amend Section
4(e) to require that each applicant for membership also pay $5,000 if
the applicant will be engaging in any clearing and carrying activity.
Additionally, the proposed rule change would make conforming
amendments to NASD Rules 1012 and 1013. Specifically, the proposed rule
change would amend the requirement in NASD Rule 1012(a) (Filing by
Applicant
[[Page 38696]]
or Service by FINRA) that an applicant for membership shall file an
application in the manner prescribed in NASD Rule 1013 to require that
the applicant include the timely submission of an application fee
pursuant to Schedule A to the FINRA By-Laws and delete as unnecessary
the requirement in NASD Rule 1013(a)(1) (How to File) that an applicant
include the payment of the appropriate fee as part of its new member
application. The proposed rule change also would amend NASD Rule
1012(b) (Lapse of Applicant) to require that if a new member
application lapses, an applicant that wishes to continue to seek
membership must submit a new application in the manner prescribed in
NASD Rule 1013, including the timely submission of an application fee
pursuant to Schedule A to the FINRA By-Laws.
Further, FINRA is proposing to amend NASD Rule 1013(a)(3)
(Rejection Of Application That Is Not Substantially Complete) to
increase from $350 to $500 the processing fee retained by FINRA if the
Department of Member Regulation (``Department'') determines that a new
member application is not substantially complete. The proposed rule
change also would amend NASD Rule 1013(a)(3) to require that, if an
applicant submits another new member application, the applicant must
submit the appropriate fee pursuant to Schedule A to the FINRA By-Laws.
Continuing Membership Application Fee
NASD Rule 1017 provides parameters for certain changes in a
member's ownership, control, or business operations that would require
a continuing membership application. Among other things, those changes
include a merger of a member with another member, a direct or indirect
acquisition by a member of another member, a change in equity ownership
or partnership capital of a member that results in one person or entity
directly or indirectly owning or controlling 25 percent or more of the
equity or partnership capital, or a material change in business
operations as defined in NASD Rule 1011(k) (``material change in
business operations''). NASD Rule 1011(k) defines a ``material change
in business operations'' as including, but not limited to: (1) Removing
or modifying a membership agreement restriction; (2) market making,
underwriting, or acting as a dealer for the first time; and (3) adding
business activities that require a higher minimum net capital under SEA
Rule 15c3-1.
Although FINRA does not currently assess a fee for submitting a
continuing membership application, the membership program incurs
substantial costs in reviewing the application materials and assessing
whether the application meets the required standards. Based on these
operational demands, FINRA is proposing to amend Schedule A to the
FINRA By-Laws to require that an applicant submitting a continuing
membership application fee pay an application fee based on the number
of registered persons associated with the applicant and the type of
change in ownership, control, or business operations being
contemplated. Because the effort required to review a continuing
membership application generally depends on the facts and
circumstances, with more complex changes and larger applicants
requiring additional resources, FINRA believes that the proposed matrix
will be an effective means of assessing related fees. For instance, the
proposed fee structure would assess a member with only one to ten
registered persons a fee ranging between $5,000 and $7,500, depending
on the type of continuing membership application, whereas a member with
301 to 500 registered persons would be assessed a fee ranging between
$10,000 and $30,000 depending on the type of continuing membership
application.
Specifically, the proposed rule change would amend Section 4 of
Schedule A to require that, in addition to any dues or fees otherwise
payable, each applicant submitting an application for approval of a
change in ownership, control, or business operations shall be assessed
an application fee, based on the number of registered persons
associated with the applicant (including registered persons proposed to
be associated with the applicant upon approval of the application) at
the time the application is filed and the type of change in ownership,
control, or business operations, as outlined in the tables below:
----------------------------------------------------------------------------------------------------------------
Number of registered persons associated with applicant Small Medium Large
----------------------------------------------------------------------------------------------------------------
Tier 1.......................................................... 1-10 151-300 501-1,000
Tier 2.......................................................... 11-100 301-500 1,001-5,000
Tier 3.......................................................... 101-150 N/A >5,000
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Application fee per tier and application type Small Medium Large
----------------------------------------------------------------------------------------------------------------
Merger:
Tier 1...................................................... $7,500 $25,000 $50,000
Tier 2...................................................... 12,500 30,000 75,000
Tier 3...................................................... 20,000 N/A 100,000
Material Change:
Tier 1...................................................... 5,000 20,000 35,000
Tier 2...................................................... 10,000 25,000 50,000
Tier 3...................................................... 15,000 N/A 75,000
Ownership Change................................................ 5,000 10,000 15,000
Transfer of Assets.............................................. 5,000 10,000 15,000
Acquisition..................................................... 5,000 10,000 15,000
----------------------------------------------------------------------------------------------------------------
The proposed rule change also would clarify that if an applicant's
request for approval of a change in ownership, control, or business
operations involves more than one type of application identified in the
``application fee per tier and application type'' table above, the
application fee shall be the highest amount of the applicable
``application type'' fees (e.g., the application fee for an applicant
associated with 1-10 registered persons filing an application
[[Page 38697]]
involving a merger and material change would be $7,500).
Additionally, the proposed rule change would make conforming
changes to NASD Rule 1012. Specifically, the proposed change would
amend NASD Rule 1012(a) (Filing by Applicant or Service by FINRA) to
require that applicant seeking approval of a change in ownership,
control, or business operations pursuant to NASD Rule 1017 must include
the timely submission of an application fee pursuant to Schedule A to
the FINRA By-Laws. The proposed rule change also would amend NASD Rule
1012(b) (Lapse of Application) to require that, if a continuing
membership application lapses, an applicant that wishes to continue to
seek membership or approval of a change in ownership, control, or
business operations must submit a new application in the manner
prescribed in NASD Rule 1017, including the timely submission of an
application fee pursuant to Schedule A to the FINRA By-Laws.
Finally, FINRA is proposing to amend NASD Rule 1017(d) (Rejection
Of Application That Is Not Substantially Complete) to provide that, if
the Department determines that a continuing membership application is
not substantially complete, the Department shall, among other things,
refund the application fee, less $500, which shall be retained by FINRA
as a processing fee. The proposed rule change also would amend NASD
Rule 1013(a)(3) to require that, if an applicant submits another
continuing membership application, the applicant must submit the
appropriate fee pursuant to Schedule A to the FINRA By-Laws.
Implementation
FINRA has filed the proposed rule change for immediate
effectiveness. FINRA is proposing that the implementation date for the
fees assessed in Schedule A to the FINRA By-Laws, Section 4(e) (the new
member application fee) and new Section 4(i) (the continuing membership
application fee), and the corresponding amendments to NASD Rules 1012,
1013, and 1017, will be July 23, 2012. FINRA will announce the
implementation date for the fees assessed in Schedule A to the FINRA
By-Laws, Section 4(a) (branch office annual registration fee (and
related waiver)), which will be on or after January 1, 2013, in a
Regulatory Notice or similar communication.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(5) of the Act,\8\ which requires, among
other things, that FINRA rules provide for the equitable allocation of
reasonable dues, fees and other charges among members and issuers and
other persons using any facility or system that FINRA operates or
controls. FINRA believes that the proposed fees are reasonable based on
the nature and scope of the Membership Department's examination program
and application review processes and the related costs of maintaining
the program. The proposed fees also contribute to the general funding
of FINRA's overall regulatory program and serve to ensure that FINRA is
sufficiently capitalized to meet its regulatory responsibilities. FINRA
also believes that the proposed fees are equitably allocated among
members and applicants for membership as they are assessed based on the
size of the member or applicant, and in the case of the continuing
membership application fee, also on the type of continuing membership
application being filed.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78o-3(b)(5).
---------------------------------------------------------------------------
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.
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
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \9\ and paragraph (f)(2) of Rule 19b-4
thereunder.\10\ 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. [sic]
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-FINRA-2012-031 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-FINRA-2012-031. 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 (https://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 on
official business days between the hours of 10:00 a.m. and 3:00 p.m.
Copies of such filing also will be available for inspection and copying
at the principal offices 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-2012-031, and should be submitted on or before
July 19, 2012.
[[Page 38698]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------
\11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-15852 Filed 6-27-12; 8:45 am]
BILLING CODE 8011-01-P
