Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Amend FINRA Rule 3240 (Borrowing From or Lending to Customers) To Strengthen the General Prohibition Against Borrowing and Lending Arrangements, 31242-31245 [2024-08681]
Download as PDF
<![CDATA[
31242
Federal Register / Vol. 89, No. 80 / Wednesday, April 24, 2024 / Notices
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act.
IV. Solicitation of Comments
[FR Doc. 2024–08683 Filed 4–23–24; 8:45 am]
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–
IEX–2024–07 on the subject line.
Paper Comments
khammond on DSKJM1Z7X2PROD with NOTICES
• 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–IEX–2024–07. 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 (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 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 the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–IEX–2024–07 and should be
submitted on or before May 15, 2024.
VerDate Sep<11>2014
16:48 Apr 23, 2024
Jkt 262001
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.53
Vanessa A. Countryman,
Secretary.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–99988; File No. SR–FINRA–
2024–001]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Order Instituting
Proceedings To Determine Whether To
Approve or Disapprove a Proposed
Rule Change To Amend FINRA Rule
3240 (Borrowing From or Lending to
Customers) To Strengthen the General
Prohibition Against Borrowing and
Lending Arrangements
April 18, 2024.
I. Introduction
On January 2, 2024, the Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’) filed with the Securities and
Exchange Commission (‘‘SEC’’ or
‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Exchange Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change (SR–FINRA–2024–001) to
amend FINRA Rule 3240 (Borrowing
From or Lending to Customers). As
stated in the Notice, the proposed rule
change would strengthen the general
prohibition against borrowing and
lending arrangements, narrow some of
the existing exceptions to that general
prohibition, modernize the immediate
family exception, and enhance the
requirements for giving notice to
members and obtaining members’
approval of such arrangements.3
The proposed rule change was
published for public comment in the
Federal Register on January 22, 2024.4
The public comment period closed on
February 12, 2024. The Commission
received comment letters in response to
the Notice.5 On February 21, 2024,
FINRA consented to an extension of the
time period in which the Commission
must approve the proposed rule change,
53 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 Exchange Act Release No. 99351 (Jan. 16, 2024),
89 FR 3968 (Jan. 22, 2024) (File No. SR–FINRA–
2024–001) (‘‘Notice’’), https://www.govinfo.gov/
content/pkg/FR-2024-01-22/pdf/2024-01068.pdf.
4 Notice at 3968–3979.
5 The comment letters are available at https://
www.sec.gov/comments/sr-finra-2024-001/
srfinra2024001.htm.
1 15
PO 00000
Frm 00116
Fmt 4703
Sfmt 4703
disapprove the proposed rule change, or
institute proceedings to determine
whether to approve or disapprove the
proposed rule change to April 19, 2024.6
The Commission is publishing this
order pursuant to Section 19(b)(2)(B) of
the Exchange Act 7 to institute
proceedings to determine whether to
approve or disapprove the proposed
rule change.
II. Description of the Proposed Rule
Change
A. Background
FINRA Rule 3240 generally prohibits,
with exceptions, registered persons from
borrowing money from, or lending
money to, their customers. The rule has
five tailored exceptions,8 available only
when the registered person’s member
firm has written procedures allowing
the borrowing and lending of money
between such registered persons and
customers of the member,9 the
borrowing or lending arrangements meet
the conditions applicable to the relevant
exception and, when required, the
registered person notifies the member of
a borrowing or lending arrangement,
prior to entering into such arrangement,
and obtains the member’s pre-approval
in writing.10 FINRA stated that the
exceptions are for limited situations
where the likelihood that the registered
person and customer entered into the
borrowing or lending arrangement by
virtue of the broker-customer
relationship is reduced, and the
potential risks are outweighed by the
potential benefits of allowing registered
persons to enter into arrangements with
such customers.11
B. Proposed Rule Change
1. The General Prohibition on
Borrowing From or Lending to
Customers
The proposed rule change would
amend the title of FINRA Rule 3240
from ‘‘Borrowing From or Lending to
Customers’’ to ‘‘Prohibition on
Borrowing From or Lending to
Customers,’’ and change the title of Rule
6 See letter from Ilana Reid, Associate General
Counsel, FINRA, to Daniel Fisher, Branch Chief,
Division of Trading and Markets, Commission,
dated February 21, 2023 [sic], https://
www.finra.org/sites/default/files/2024-02/SRFINRA-2024-001-Extension1.pdf.
7 15 U.S.C. 78s(b)(2)(B).
8 See Rule 3240(a)(2)(A) (the ‘‘immediate family
exception’’); Rule 3240(a)(2)(B) (the ‘‘financial
institution exception’’); Rule 3240(a)(2)(C) (the
‘‘registered persons exception’’); Rule 3240(a)(2)(D)
(the ‘‘personal relationship exception’’); Rule
3240(a)(2)(E) (the ‘‘business relationship
exception’’).
9 See Rule 3240(a)(1).
10 See Rules 3240(a)(3) and 3240(b).
11 See Notice at 3969.
E:\FR\FM\24APN1.SGM
24APN1
Federal Register / Vol. 89, No. 80 / Wednesday, April 24, 2024 / Notices
3240(a) from ‘‘Permissible Lending
Arrangements; Conditions’’ to ‘‘General
Prohibition; Permissible Borrowing or
Lending Arrangements; Conditions.’’ 12
The proposed rule change would also
make the following substantive changes
to the general prohibition.
a. Pre-Existing Relationships
The proposed rule change would
amend Rule 3240(a) to clarify that the
rule’s general requirements concerning
borrowing and lending arrangements—
including the general prohibition—
apply to arrangements that pre-exist a
new broker-customer relationship.13
Specifically, the proposed rule change
would amend the introductory clause in
Rule 3240(a) to prohibit registered
persons from initiating a brokercustomer relationship with a person
with whom the registered person has an
existing borrowing or lending
arrangement.14
khammond on DSKJM1Z7X2PROD with NOTICES
b. Definition of Customer
The proposed rule change would
extend the rule’s limitations to
borrowing or lending arrangements
entered into within six months after a
broker-customer relationship
terminates.15 Specifically, the proposed
rule change would add new FINRA Rule
3240.02 (Customer) to define
‘‘customer,’’ for purposes of Rule 3240,
as including any customer who has, or
in the previous six months had, a
securities account assigned to the
registered person at any member.16
c. Borrowing and Lending Arrangements
With Related Parties
The proposed rule change would
extend the rule’s requirements to
borrowing or lending arrangements that
involve similar conflicts as ones
presented by arrangements directly
between registered persons and their
customers.17 Specifically, the proposed
rule change would add new FINRA Rule
3240.05 (Arrangements with Persons
Related to Either the Registered Person
or the Customer) to provide that ‘‘[a]
registered person instructing or asking a
customer to enter into a borrowing or
lending arrangement with a person
related to the registered person (e.g., the
registered person’s immediate family
member or outside business) or to have
a person related to the customer (e.g.,
the customer’s immediate family
member or business) enter into a
borrowing or lending arrangement with
the registered person would present
similar conflict of interest concerns as
borrowing or lending arrangements
between the registered person and the
customer and would not be consistent
with this Rule [3240] unless the
conditions set forth in [Rule 3240(a)(1),
(2), and (3)] are satisfied.’’ 18
d. Owner-Financing Arrangements
The proposed rule change would add
Rule 3240.03 (Owner-Financing
Arrangements) to state that, for purposes
of Rule 3240, ‘‘borrowing or lending
arrangements include owner-financing
arrangements.’’ 19 For example, Rule
3240 would apply to situations where a
registered person purchases real estate
from his customer, the customer agrees
to finance the purchase, and the
registered person provides a promissory
note for the entire purchase price or
arranges to pay in installments.20
2. The ‘‘Immediate Family’’ Definition
Currently, one exception to Rule
3240’s general prohibition is for
borrowing or lending arrangements with
a customer who is a member of the
registered person’s immediate family.21
Rule 3240(c) defines ‘‘immediate
family’’ to mean ‘‘parents, grandparents,
mother-in-law or father-in-law, husband
or wife, brother or sister, brother-in-law
or sister-in-law, son-in-law or daughterin-law, children, grandchildren, cousin,
aunt or uncle, or niece or nephew, and
any other person whom the registered
person supports, directly or indirectly,
to a material extent.’’ 22
The proposed rule change would
modernize the ‘‘immediate family’’
definition.23 Specifically, the proposed
rule change would amend Rule 3240(c)
to replace ‘‘husband or wife’’ with
‘‘spouse or domestic partner’’ and
amend the definition so that it
‘‘includes step and adoptive
relationships.’’ 24 In addition, the
proposed rule change would amend the
‘‘any other person’’ clause to limit it to
‘‘any other person who resides in the
same household as the registered person
and the registered person financially
supports, directly or indirectly, to a
material extent.’’ 25
18 Proposed
12 Proposed
Rule 3240 and Proposed Rule
3240(a).
13 See Notice at 3969.
14 Proposed Rule 3240(a).
15 See Notice at 3969.
16 Proposed Rule 3240.02.
17 See Notice at 3969.
VerDate Sep<11>2014
16:48 Apr 23, 2024
Jkt 262001
Rule 3240.05.
Rule 3240.03.
20 See Notice at 3969.
21 See Rule 3240(a)(2)(A).
22 Rule 3240(c).
23 See Notice at 3970.
24 Proposed Rule 3240(c).
25 Id.
3. The Personal Relationship and
Business Relationship Exceptions
Currently, Rule 3240 provides an
exception to the rule’s general
prohibition for arrangements based on a
‘‘personal relationship with the
customer, such that the loan would not
have been solicited, offered, or given
had the customer and the registered
person not maintained a relationship
outside of the broker-customer
relationship’’ (the ‘‘personal
relationship exception’’).26 The
proposed rule change would narrow the
personal relationship exception to
arrangements that are based on a ‘‘bona
fide, close personal relationship
between the registered person and the
customer maintained outside of, and
formed prior to, the broker-customer
relationship.’’ 27 Similarly, current Rule
3240 provides an exception to the rule’s
general prohibition for arrangements
based on a ‘‘business relationship
outside of the broker-customer
relationship’’ (the ‘‘business
relationship exception’’).28 The
proposed rule change would also
narrow the business relationship
exception to arrangements that are
based on a ‘‘bona fide business
relationship outside of the brokercustomer relationship.’’ 29
In addition to narrowing the personal
relationship and business relationship
exceptions, the proposed rule change
would add new Rule 3240.04 (Close
Personal Relationships; Business
Relationships), which would provide
factors for evaluating whether a
borrowing or lending arrangement is
based on a close personal relationship
or a business relationship. The proposed
factors would include, but would not be
limited to, ‘‘when the relationship
began, its duration and nature, and any
facts suggesting that the relationship is
not bona fide or was formed with the
purpose of circumventing the purpose
of Rule 3240.’’ 30 Proposed Rule 3240.04
would also provide examples of ‘‘close
personal relationships,’’ including, ‘‘a
childhood or long-term friend or a
godparent.’’ 31 Additionally, proposed
Rule 3240.04 would provide examples
of a ‘‘business relationship,’’ including
‘‘a loan from a registered person to a
small outside business that the
registered person co-owned for years for
the sole purpose of providing the
19 Proposed
PO 00000
Frm 00117
Fmt 4703
Sfmt 4703
31243
26 Rule
3240(a)(2)(D).
Rule 3240(a)(2)(D).
28 Rule 3240(a)(2)(E).
29 Proposed Rule 3240(a)(2)(E).
30 Proposed Rule 3240.04.
31 Id.
27 Proposed
E:\FR\FM\24APN1.SGM
24APN1
31244
Federal Register / Vol. 89, No. 80 / Wednesday, April 24, 2024 / Notices
business with additional operating
capital.’’ 32
4. Notification and Approval
Requirements
Currently, Rule 3240(b) contains
notification and approval requirements
for borrowing or lending arrangements
within the five exceptions, which vary
depending on which exception
applies.33 The proposed rule change
would make the following changes to
the notification and approval
requirements.
khammond on DSKJM1Z7X2PROD with NOTICES
a. Notification and Approval
Requirements With Respect to the
Personal Relationship, Business
Relationship, and Registered Persons
Exceptions
Current Rule 3240(b)(1)(A) provides
that a registered person shall notify the
member of borrowing or lending
arrangements made under the personal
relationship exception,34 business
relationship exception,35 or the
registered persons exception 36 prior to
entering into such arrangements, and
that the member shall pre-approve in
writing such arrangements.37 The
proposed rule change would amend
Rule 3240(b)(1)(A) to clarify that,
although registered persons are required
to obtain the member’s prior approval of
arrangements within the close personal
relationship, business relationship, or
registered persons exceptions, the
member is not required to approve such
arrangements.38 Specifically, the
proposed rule change would delete the
‘‘shall pre-approve’’ language and
instead require the registered person to
provide the member with notice of the
arrangements or modifications ‘‘prior to
entering into such arrangements’’ or
‘‘prior to the modification of such
arrangements’’ and ‘‘obtain the
member’s approval.’’ 39
Further, the proposed rule change
would amend Rule 3240(b)(1) to clarify
that it also would apply to pre-existing
arrangements. Specifically, proposed
Rule 3240(b)(1)(B) would require
registered persons, prior to the initiation
of a broker-customer relationship at the
member with a person with whom the
registered person has an existing
borrowing or lending arrangement, to
notify the member in writing of existing
arrangements within the registered
persons, personal relationship and
32 Id.
33 See
Notice at 3970.
3240(a)(2)(D).
35 Rule 3240(a)(2)(E).
36 Rule 3240(a)(2)(C).
37 Rule 3240(b)(1)(A).
38 See Notice at 3970.
39 See proposed Rule 3240(b)(1)(A).
34 Rule
VerDate Sep<11>2014
16:48 Apr 23, 2024
Jkt 262001
business relationship exceptions and
obtain the member’s approval in writing
of the broker-customer relationship.40
b. Notification and Approval
Requirements With Respect to the
Immediate Family Member
Current Rule 3240(b)(2) provides, in
pertinent part, that a member’s written
procedures may indicate that registered
persons are not required to notify the
member or receive member approval of
arrangements within the immediate
family exception.41 The proposed rule
change would amend Rule 3240(b)(2) to
clarify that the same approach would
apply to arrangements that pre-exist the
broker-customer relationship.42
Specifically, the proposed rule change
would amend Rule 3240(b)(2) to provide
that the member’s procedures may
indicate that registered persons are not
required to notify the member or receive
member approval of such arrangements
either prior to or subsequent to
initiating a broker-customer
relationship.43 FINRA stated, however,
that proposed Rule 3240(b)(2) implies
that members may choose to require
such notice and approval of those
arrangements.44
c. Notification and Approval
Requirements With Respect to the
Financial Institution Exception
Current Rule 3240(b)(3) provides, in
pertinent part, that a member’s written
procedures may indicate that registered
persons are not required to notify the
member or receive member approval of
arrangements within the financial
institution exception,45 provided that
‘‘the loan has been made on commercial
terms that the customer generally makes
available to members of the general
public similarly situated as to need,
purpose and creditworthiness.’’ 46 The
proposed rule change would amend
Rule 3240(b)(3) to clarify that it also
would apply to arrangements that preexist the broker-customer relationship.47
Specifically, the proposed rule change
would amend Rule 3240(b)(3) to provide
40 See
proposed Rule 3240(b)(1)(B).
3240(b)(2).
42 See Notice at 3971.
43 See proposed Rule 3240(b)(2).
44 See Notice at note 21.
45 The ‘‘financial institution exception’’ states that
no person associated with a member in any
registered capacity may borrow money from or lend
money to any customer of such person, unless the
customer (i) is a financial institution regularly
engaged in the business of providing credit,
financing, or loans, or other entity or person that
regularly arranges or extends credit in the ordinary
course of business and (ii) is acting in the course
of such business. See Rule 3240(a)(2)(B).
46 Rule 3240(b)(3).
47 See Notice at 3971.
41 Rule
PO 00000
Frm 00118
Fmt 4703
Sfmt 4703
that the member’s procedures may also
indicate that registered persons are not
required to notify the member or receive
member approval of such arrangements
either prior to or subsequent to
initiating a broker-customer
relationship.48
d. Notifications in Writing
Currently, Rule 3240 does not specify
that notice must be given in writing, and
the record-retention provision in Rule
3240.01 requires members only to
preserve written approvals.49 The
proposed rule change would require
that all notices required under Rule
3240 be in writing and retained by the
member.50 Specifically, the proposed
rule change would require registered
persons to give written notice and
require members to preserve records of
such written notice for at least three
years.51 The proposed rule change
would also amend Rule 3240.01 to
provide that the record-retention
requirements would be for purposes of
complying with proposed Rule 3240(b)
regarding notification and approval
requirements for borrowing or lending
arrangements within the five
exceptions, if any apply, not just
borrowing or lending arrangements
within the exceptions referenced in
current Rule 3240(b)(1).52
e. Reasonable Assessment by Member of
the Risks Created by the Borrowing or
Lending Arrangement
The proposed rule change also would
add new Rule 3240.06 (Obligations of
Member Receiving Notice). Proposed
Rule 3240.06 would provide that upon
receiving written notice under Rule
3240, the member ‘‘shall perform a
reasonable assessment of the risks
created by the borrowing or lending
arrangement with a customer,
modification to the borrowing or
lending arrangement with a customer, or
existing borrowing or lending
arrangement with a person who seeks to
be a customer of the registered
person.’’ 53 It would further provide that
the member ‘‘shall also make a
reasonable determination of whether to
approve the borrowing or lending
arrangement, modification to the
borrowing or lending arrangement, or,
where there is an existing borrowing or
lending arrangement with a person who
seeks to be a customer of the registered
person, the broker-customer
48 See
49 See
proposed Rule 3240(b)(3).
Notice at 3971.
50 Id.
51 See proposed Rules 3240(b)(1)(A) and (b)(1)(B)
and proposed Rule 3240.01.
52 See proposed Rule 3240.01.
53 Proposed Rule 3240.06.
E:\FR\FM\24APN1.SGM
24APN1
Federal Register / Vol. 89, No. 80 / Wednesday, April 24, 2024 / Notices
relationship.’’ 54 FINRA stated that it
expects that a member’s ‘‘reasonable
assessment’’ would take into
consideration several factors, such as:
(1) any potential conflicts of interest
in the registered person being in a
borrowing or lending arrangement with
a customer;
(2) the length and type of relationship
between the customer and registered
person;
(3) the material terms of the
borrowing or lending arrangement;
(4) the customer’s or the registered
person’s ability to repay the loan;
(5) the customer’s age;
(6) whether the registered person has
been a party to other borrowing or
lending arrangements with customers;
(7) whether, based on the facts and
circumstances observed in the member’s
business relationship with the customer,
the customer has a mental or physical
impairment that renders the customer
unable to protect his or her own
interests;
(8) any disciplinary history or indicia
of improper activity or conduct with
respect to the customer or the
customer’s account (e.g., excessive
trading); and
(9) any indicia of customer
vulnerability or undue influence of the
registered person over the customer.55
FINRA also stated that it would
expect a member to try to discuss the
arrangement with the customer, as part
of the member’s reasonable assessment
of the risks.56
khammond on DSKJM1Z7X2PROD with NOTICES
III. Proceedings To Determine Whether
To Approve or Disapprove File No. SR–
FINRA–2024–001 and Grounds for
Disapproval Under Consideration
The Commission is instituting
proceedings pursuant to Section
19(b)(2)(B) of the Exchange Act to
determine whether the proposed rule
change should be approved or
disapproved.57 Institution of
proceedings is appropriate at this time
in view of the legal and policy issues
raised by the proposed rule change.
Institution of proceedings does not
indicate that the Commission has
reached any conclusions with respect to
the proposed rule change.
Pursuant to Section 19(b)(2)(B) of the
Exchange Act, the Commission is
providing notice of the grounds for
disapproval under consideration.58 The
Commission is instituting proceedings
to allow for additional analysis and
54 Id.
55 See
Notice at 3971.
id. at 3972.
57 15 U.S.C. 78s(b)(2)(B).
58 Id.
56 See
VerDate Sep<11>2014
16:48 Apr 23, 2024
Jkt 262001
input concerning whether the proposed
rule change is consistent with the
Exchange Act and the rules thereunder.
IV. Request for Written Comments
The Commission requests that
interested persons provide written
submissions of their views, data, and
arguments with respect to the issues
identified above, as well as any other
concerns they may have with the
proposed rule change. In particular, the
Commission invites the written views of
interested persons concerning whether
the proposed rule change is consistent
with the Exchange Act and the rules
thereunder.
Although there do not appear to be
any issues relevant to approval or
disapproval that would be facilitated by
an oral presentation of views, data, and
arguments, the Commission will
consider, pursuant to Rule 19b–4, any
request for an opportunity to make an
oral presentation.59
Interested persons are invited to
submit written data, views, and
arguments regarding whether the
proposed rule change should be
approved or disapproved by May 15,
2024. Any person who wishes to file a
rebuttal to any other person’s
submission must file that rebuttal by
May 29, 2024.
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–2024–001 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–2024–001. 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
59 Section 19(b)(2) of the Exchange Act, as
amended by the Securities Acts Amendments of
1975, Public Law 94–29, 89 Stat. 97 (1975), grants
the Commission flexibility to determine what type
of proceeding—either oral or notice and
opportunity for written comments—is appropriate
for consideration of a particular proposal by a selfregulatory organization. See Securities Acts
Amendments of 1975, Report of the Senate
Committee on Banking, Housing and Urban Affairs
to Accompany S. 249, S. Rep. No. 75, 94th Cong.,
1st Sess. 30 (1975).
PO 00000
Frm 00119
Fmt 4703
Sfmt 4703
31245
internet website (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 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. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–FINRA–2024–001 and should be
submitted on or before May 15, 2024. If
comments are received, any rebuttal
comments should be submitted on or
before May 29, 2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.60
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–08681 Filed 4–23–24; 8:45 am]
BILLING CODE 8011–01–P
DEPARTMENT OF STATE
[Public Notice: 12385]
Proposal To Extend the Cultural
Property Agreement Between the
United States and Ecuador
ACTION:
Public notice.
Proposal to extend the
Memorandum of Understanding
between the Government of the United
States of America and the Government
of the Republic of Ecuador Concerning
the Imposition of Import Restrictions on
Categories of Archaeological and
Ethnological Material of Ecuador.
FOR FURTHER INFORMATION CONTACT:
Allison Davis Lehmann, Cultural
Heritage Center, Bureau of Educational
and Cultural Affairs: (771) 204–4765;
SUMMARY:
60 17 CFR 200.30–3(a)(12); 17 CFR 200.30–
3(a)(57).
E:\FR\FM\24APN1.SGM
24APN1
]]>Agencies
[Federal Register Volume 89, Number 80 (Wednesday, April 24, 2024)]
[Notices]
[Pages 31242-31245]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-08681]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99988; File No. SR-FINRA-2024-001]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Order Instituting Proceedings To Determine Whether To
Approve or Disapprove a Proposed Rule Change To Amend FINRA Rule 3240
(Borrowing From or Lending to Customers) To Strengthen the General
Prohibition Against Borrowing and Lending Arrangements
April 18, 2024.
I. Introduction
On January 2, 2024, the Financial Industry Regulatory Authority,
Inc. (``FINRA'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Exchange Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change (SR-FINRA-2024-001) to amend
FINRA Rule 3240 (Borrowing From or Lending to Customers). As stated in
the Notice, the proposed rule change would strengthen the general
prohibition against borrowing and lending arrangements, narrow some of
the existing exceptions to that general prohibition, modernize the
immediate family exception, and enhance the requirements for giving
notice to members and obtaining members' approval of such
arrangements.\3\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Exchange Act Release No. 99351 (Jan. 16, 2024), 89 FR 3968
(Jan. 22, 2024) (File No. SR-FINRA-2024-001) (``Notice''), https://www.govinfo.gov/content/pkg/FR-2024-01-22/pdf/2024-01068.pdf.
---------------------------------------------------------------------------
The proposed rule change was published for public comment in the
Federal Register on January 22, 2024.\4\ The public comment period
closed on February 12, 2024. The Commission received comment letters in
response to the Notice.\5\ On February 21, 2024, FINRA consented to an
extension of the time period in which the Commission must approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to approve or disapprove the proposed
rule change to April 19, 2024.\6\
---------------------------------------------------------------------------
\4\ Notice at 3968-3979.
\5\ The comment letters are available at https://www.sec.gov/comments/sr-finra-2024-001/srfinra2024001.htm.
\6\ See letter from Ilana Reid, Associate General Counsel,
FINRA, to Daniel Fisher, Branch Chief, Division of Trading and
Markets, Commission, dated February 21, 2023 [sic], https://www.finra.org/sites/default/files/2024-02/SR-FINRA-2024-001-Extension1.pdf.
---------------------------------------------------------------------------
The Commission is publishing this order pursuant to Section
19(b)(2)(B) of the Exchange Act \7\ to institute proceedings to
determine whether to approve or disapprove the proposed rule change.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change
A. Background
FINRA Rule 3240 generally prohibits, with exceptions, registered
persons from borrowing money from, or lending money to, their
customers. The rule has five tailored exceptions,\8\ available only
when the registered person's member firm has written procedures
allowing the borrowing and lending of money between such registered
persons and customers of the member,\9\ the borrowing or lending
arrangements meet the conditions applicable to the relevant exception
and, when required, the registered person notifies the member of a
borrowing or lending arrangement, prior to entering into such
arrangement, and obtains the member's pre-approval in writing.\10\
FINRA stated that the exceptions are for limited situations where the
likelihood that the registered person and customer entered into the
borrowing or lending arrangement by virtue of the broker-customer
relationship is reduced, and the potential risks are outweighed by the
potential benefits of allowing registered persons to enter into
arrangements with such customers.\11\
---------------------------------------------------------------------------
\8\ See Rule 3240(a)(2)(A) (the ``immediate family exception'');
Rule 3240(a)(2)(B) (the ``financial institution exception''); Rule
3240(a)(2)(C) (the ``registered persons exception''); Rule
3240(a)(2)(D) (the ``personal relationship exception''); Rule
3240(a)(2)(E) (the ``business relationship exception'').
\9\ See Rule 3240(a)(1).
\10\ See Rules 3240(a)(3) and 3240(b).
\11\ See Notice at 3969.
---------------------------------------------------------------------------
B. Proposed Rule Change
1. The General Prohibition on Borrowing From or Lending to Customers
The proposed rule change would amend the title of FINRA Rule 3240
from ``Borrowing From or Lending to Customers'' to ``Prohibition on
Borrowing From or Lending to Customers,'' and change the title of Rule
[[Page 31243]]
3240(a) from ``Permissible Lending Arrangements; Conditions'' to
``General Prohibition; Permissible Borrowing or Lending Arrangements;
Conditions.'' \12\
---------------------------------------------------------------------------
\12\ Proposed Rule 3240 and Proposed Rule 3240(a).
---------------------------------------------------------------------------
The proposed rule change would also make the following substantive
changes to the general prohibition.
a. Pre-Existing Relationships
The proposed rule change would amend Rule 3240(a) to clarify that
the rule's general requirements concerning borrowing and lending
arrangements--including the general prohibition--apply to arrangements
that pre-exist a new broker-customer relationship.\13\ Specifically,
the proposed rule change would amend the introductory clause in Rule
3240(a) to prohibit registered persons from initiating a broker-
customer relationship with a person with whom the registered person has
an existing borrowing or lending arrangement.\14\
---------------------------------------------------------------------------
\13\ See Notice at 3969.
\14\ Proposed Rule 3240(a).
---------------------------------------------------------------------------
b. Definition of Customer
The proposed rule change would extend the rule's limitations to
borrowing or lending arrangements entered into within six months after
a broker-customer relationship terminates.\15\ Specifically, the
proposed rule change would add new FINRA Rule 3240.02 (Customer) to
define ``customer,'' for purposes of Rule 3240, as including any
customer who has, or in the previous six months had, a securities
account assigned to the registered person at any member.\16\
---------------------------------------------------------------------------
\15\ See Notice at 3969.
\16\ Proposed Rule 3240.02.
---------------------------------------------------------------------------
c. Borrowing and Lending Arrangements With Related Parties
The proposed rule change would extend the rule's requirements to
borrowing or lending arrangements that involve similar conflicts as
ones presented by arrangements directly between registered persons and
their customers.\17\ Specifically, the proposed rule change would add
new FINRA Rule 3240.05 (Arrangements with Persons Related to Either the
Registered Person or the Customer) to provide that ``[a] registered
person instructing or asking a customer to enter into a borrowing or
lending arrangement with a person related to the registered person
(e.g., the registered person's immediate family member or outside
business) or to have a person related to the customer (e.g., the
customer's immediate family member or business) enter into a borrowing
or lending arrangement with the registered person would present similar
conflict of interest concerns as borrowing or lending arrangements
between the registered person and the customer and would not be
consistent with this Rule [3240] unless the conditions set forth in
[Rule 3240(a)(1), (2), and (3)] are satisfied.'' \18\
---------------------------------------------------------------------------
\17\ See Notice at 3969.
\18\ Proposed Rule 3240.05.
---------------------------------------------------------------------------
d. Owner-Financing Arrangements
The proposed rule change would add Rule 3240.03 (Owner-Financing
Arrangements) to state that, for purposes of Rule 3240, ``borrowing or
lending arrangements include owner-financing arrangements.'' \19\ For
example, Rule 3240 would apply to situations where a registered person
purchases real estate from his customer, the customer agrees to finance
the purchase, and the registered person provides a promissory note for
the entire purchase price or arranges to pay in installments.\20\
---------------------------------------------------------------------------
\19\ Proposed Rule 3240.03.
\20\ See Notice at 3969.
---------------------------------------------------------------------------
2. The ``Immediate Family'' Definition
Currently, one exception to Rule 3240's general prohibition is for
borrowing or lending arrangements with a customer who is a member of
the registered person's immediate family.\21\ Rule 3240(c) defines
``immediate family'' to mean ``parents, grandparents, mother-in-law or
father-in-law, husband or wife, brother or sister, brother-in-law or
sister-in-law, son-in-law or daughter-in-law, children, grandchildren,
cousin, aunt or uncle, or niece or nephew, and any other person whom
the registered person supports, directly or indirectly, to a material
extent.'' \22\
---------------------------------------------------------------------------
\21\ See Rule 3240(a)(2)(A).
\22\ Rule 3240(c).
---------------------------------------------------------------------------
The proposed rule change would modernize the ``immediate family''
definition.\23\ Specifically, the proposed rule change would amend Rule
3240(c) to replace ``husband or wife'' with ``spouse or domestic
partner'' and amend the definition so that it ``includes step and
adoptive relationships.'' \24\ In addition, the proposed rule change
would amend the ``any other person'' clause to limit it to ``any other
person who resides in the same household as the registered person and
the registered person financially supports, directly or indirectly, to
a material extent.'' \25\
---------------------------------------------------------------------------
\23\ See Notice at 3970.
\24\ Proposed Rule 3240(c).
\25\ Id.
---------------------------------------------------------------------------
3. The Personal Relationship and Business Relationship Exceptions
Currently, Rule 3240 provides an exception to the rule's general
prohibition for arrangements based on a ``personal relationship with
the customer, such that the loan would not have been solicited,
offered, or given had the customer and the registered person not
maintained a relationship outside of the broker-customer relationship''
(the ``personal relationship exception'').\26\ The proposed rule change
would narrow the personal relationship exception to arrangements that
are based on a ``bona fide, close personal relationship between the
registered person and the customer maintained outside of, and formed
prior to, the broker-customer relationship.'' \27\ Similarly, current
Rule 3240 provides an exception to the rule's general prohibition for
arrangements based on a ``business relationship outside of the broker-
customer relationship'' (the ``business relationship exception'').\28\
The proposed rule change would also narrow the business relationship
exception to arrangements that are based on a ``bona fide business
relationship outside of the broker-customer relationship.'' \29\
---------------------------------------------------------------------------
\26\ Rule 3240(a)(2)(D).
\27\ Proposed Rule 3240(a)(2)(D).
\28\ Rule 3240(a)(2)(E).
\29\ Proposed Rule 3240(a)(2)(E).
---------------------------------------------------------------------------
In addition to narrowing the personal relationship and business
relationship exceptions, the proposed rule change would add new Rule
3240.04 (Close Personal Relationships; Business Relationships), which
would provide factors for evaluating whether a borrowing or lending
arrangement is based on a close personal relationship or a business
relationship. The proposed factors would include, but would not be
limited to, ``when the relationship began, its duration and nature, and
any facts suggesting that the relationship is not bona fide or was
formed with the purpose of circumventing the purpose of Rule 3240.''
\30\ Proposed Rule 3240.04 would also provide examples of ``close
personal relationships,'' including, ``a childhood or long-term friend
or a godparent.'' \31\ Additionally, proposed Rule 3240.04 would
provide examples of a ``business relationship,'' including ``a loan
from a registered person to a small outside business that the
registered person co-owned for years for the sole purpose of providing
the
[[Page 31244]]
business with additional operating capital.'' \32\
---------------------------------------------------------------------------
\30\ Proposed Rule 3240.04.
\31\ Id.
\32\ Id.
---------------------------------------------------------------------------
4. Notification and Approval Requirements
Currently, Rule 3240(b) contains notification and approval
requirements for borrowing or lending arrangements within the five
exceptions, which vary depending on which exception applies.\33\ The
proposed rule change would make the following changes to the
notification and approval requirements.
---------------------------------------------------------------------------
\33\ See Notice at 3970.
---------------------------------------------------------------------------
a. Notification and Approval Requirements With Respect to the Personal
Relationship, Business Relationship, and Registered Persons Exceptions
Current Rule 3240(b)(1)(A) provides that a registered person shall
notify the member of borrowing or lending arrangements made under the
personal relationship exception,\34\ business relationship
exception,\35\ or the registered persons exception \36\ prior to
entering into such arrangements, and that the member shall pre-approve
in writing such arrangements.\37\ The proposed rule change would amend
Rule 3240(b)(1)(A) to clarify that, although registered persons are
required to obtain the member's prior approval of arrangements within
the close personal relationship, business relationship, or registered
persons exceptions, the member is not required to approve such
arrangements.\38\ Specifically, the proposed rule change would delete
the ``shall pre-approve'' language and instead require the registered
person to provide the member with notice of the arrangements or
modifications ``prior to entering into such arrangements'' or ``prior
to the modification of such arrangements'' and ``obtain the member's
approval.'' \39\
---------------------------------------------------------------------------
\34\ Rule 3240(a)(2)(D).
\35\ Rule 3240(a)(2)(E).
\36\ Rule 3240(a)(2)(C).
\37\ Rule 3240(b)(1)(A).
\38\ See Notice at 3970.
\39\ See proposed Rule 3240(b)(1)(A).
---------------------------------------------------------------------------
Further, the proposed rule change would amend Rule 3240(b)(1) to
clarify that it also would apply to pre-existing arrangements.
Specifically, proposed Rule 3240(b)(1)(B) would require registered
persons, prior to the initiation of a broker-customer relationship at
the member with a person with whom the registered person has an
existing borrowing or lending arrangement, to notify the member in
writing of existing arrangements within the registered persons,
personal relationship and business relationship exceptions and obtain
the member's approval in writing of the broker-customer
relationship.\40\
---------------------------------------------------------------------------
\40\ See proposed Rule 3240(b)(1)(B).
---------------------------------------------------------------------------
b. Notification and Approval Requirements With Respect to the Immediate
Family Member
Current Rule 3240(b)(2) provides, in pertinent part, that a
member's written procedures may indicate that registered persons are
not required to notify the member or receive member approval of
arrangements within the immediate family exception.\41\ The proposed
rule change would amend Rule 3240(b)(2) to clarify that the same
approach would apply to arrangements that pre-exist the broker-customer
relationship.\42\ Specifically, the proposed rule change would amend
Rule 3240(b)(2) to provide that the member's procedures may indicate
that registered persons are not required to notify the member or
receive member approval of such arrangements either prior to or
subsequent to initiating a broker-customer relationship.\43\ FINRA
stated, however, that proposed Rule 3240(b)(2) implies that members may
choose to require such notice and approval of those arrangements.\44\
---------------------------------------------------------------------------
\41\ Rule 3240(b)(2).
\42\ See Notice at 3971.
\43\ See proposed Rule 3240(b)(2).
\44\ See Notice at note 21.
---------------------------------------------------------------------------
c. Notification and Approval Requirements With Respect to the Financial
Institution Exception
Current Rule 3240(b)(3) provides, in pertinent part, that a
member's written procedures may indicate that registered persons are
not required to notify the member or receive member approval of
arrangements within the financial institution exception,\45\ provided
that ``the loan has been made on commercial terms that the customer
generally makes available to members of the general public similarly
situated as to need, purpose and creditworthiness.'' \46\ The proposed
rule change would amend Rule 3240(b)(3) to clarify that it also would
apply to arrangements that pre-exist the broker-customer
relationship.\47\ Specifically, the proposed rule change would amend
Rule 3240(b)(3) to provide that the member's procedures may also
indicate that registered persons are not required to notify the member
or receive member approval of such arrangements either prior to or
subsequent to initiating a broker-customer relationship.\48\
---------------------------------------------------------------------------
\45\ The ``financial institution exception'' states that no
person associated with a member in any registered capacity may
borrow money from or lend money to any customer of such person,
unless the customer (i) is a financial institution regularly engaged
in the business of providing credit, financing, or loans, or other
entity or person that regularly arranges or extends credit in the
ordinary course of business and (ii) is acting in the course of such
business. See Rule 3240(a)(2)(B).
\46\ Rule 3240(b)(3).
\47\ See Notice at 3971.
\48\ See proposed Rule 3240(b)(3).
---------------------------------------------------------------------------
d. Notifications in Writing
Currently, Rule 3240 does not specify that notice must be given in
writing, and the record-retention provision in Rule 3240.01 requires
members only to preserve written approvals.\49\ The proposed rule
change would require that all notices required under Rule 3240 be in
writing and retained by the member.\50\ Specifically, the proposed rule
change would require registered persons to give written notice and
require members to preserve records of such written notice for at least
three years.\51\ The proposed rule change would also amend Rule 3240.01
to provide that the record-retention requirements would be for purposes
of complying with proposed Rule 3240(b) regarding notification and
approval requirements for borrowing or lending arrangements within the
five exceptions, if any apply, not just borrowing or lending
arrangements within the exceptions referenced in current Rule
3240(b)(1).\52\
---------------------------------------------------------------------------
\49\ See Notice at 3971.
\50\ Id.
\51\ See proposed Rules 3240(b)(1)(A) and (b)(1)(B) and proposed
Rule 3240.01.
\52\ See proposed Rule 3240.01.
---------------------------------------------------------------------------
e. Reasonable Assessment by Member of the Risks Created by the
Borrowing or Lending Arrangement
The proposed rule change also would add new Rule 3240.06
(Obligations of Member Receiving Notice). Proposed Rule 3240.06 would
provide that upon receiving written notice under Rule 3240, the member
``shall perform a reasonable assessment of the risks created by the
borrowing or lending arrangement with a customer, modification to the
borrowing or lending arrangement with a customer, or existing borrowing
or lending arrangement with a person who seeks to be a customer of the
registered person.'' \53\ It would further provide that the member
``shall also make a reasonable determination of whether to approve the
borrowing or lending arrangement, modification to the borrowing or
lending arrangement, or, where there is an existing borrowing or
lending arrangement with a person who seeks to be a customer of the
registered person, the broker-customer
[[Page 31245]]
relationship.'' \54\ FINRA stated that it expects that a member's
``reasonable assessment'' would take into consideration several
factors, such as:
---------------------------------------------------------------------------
\53\ Proposed Rule 3240.06.
\54\ Id.
---------------------------------------------------------------------------
(1) any potential conflicts of interest in the registered person
being in a borrowing or lending arrangement with a customer;
(2) the length and type of relationship between the customer and
registered person;
(3) the material terms of the borrowing or lending arrangement;
(4) the customer's or the registered person's ability to repay the
loan;
(5) the customer's age;
(6) whether the registered person has been a party to other
borrowing or lending arrangements with customers;
(7) whether, based on the facts and circumstances observed in the
member's business relationship with the customer, the customer has a
mental or physical impairment that renders the customer unable to
protect his or her own interests;
(8) any disciplinary history or indicia of improper activity or
conduct with respect to the customer or the customer's account (e.g.,
excessive trading); and
(9) any indicia of customer vulnerability or undue influence of the
registered person over the customer.\55\
---------------------------------------------------------------------------
\55\ See Notice at 3971.
---------------------------------------------------------------------------
FINRA also stated that it would expect a member to try to discuss
the arrangement with the customer, as part of the member's reasonable
assessment of the risks.\56\
---------------------------------------------------------------------------
\56\ See id. at 3972.
---------------------------------------------------------------------------
III. Proceedings To Determine Whether To Approve or Disapprove File No.
SR-FINRA-2024-001 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Exchange Act to determine whether the proposed rule
change should be approved or disapproved.\57\ Institution of
proceedings is appropriate at this time in view of the legal and policy
issues raised by the proposed rule change. Institution of proceedings
does not indicate that the Commission has reached any conclusions with
respect to the proposed rule change.
---------------------------------------------------------------------------
\57\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
Pursuant to Section 19(b)(2)(B) of the Exchange Act, the Commission
is providing notice of the grounds for disapproval under
consideration.\58\ The Commission is instituting proceedings to allow
for additional analysis and input concerning whether the proposed rule
change is consistent with the Exchange Act and the rules thereunder.
---------------------------------------------------------------------------
\58\ Id.
---------------------------------------------------------------------------
IV. Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposed rule change. In particular, the Commission invites
the written views of interested persons concerning whether the proposed
rule change is consistent with the Exchange Act and the rules
thereunder.
Although there do not appear to be any issues relevant to approval
or disapproval that would be facilitated by an oral presentation of
views, data, and arguments, the Commission will consider, pursuant to
Rule 19b-4, any request for an opportunity to make an oral
presentation.\59\
---------------------------------------------------------------------------
\59\ Section 19(b)(2) of the Exchange Act, as amended by the
Securities Acts Amendments of 1975, Public Law 94-29, 89 Stat. 97
(1975), grants the Commission flexibility to determine what type of
proceeding--either oral or notice and opportunity for written
comments--is appropriate for consideration of a particular proposal
by a self-regulatory organization. See Securities Acts Amendments of
1975, Report of the Senate Committee on Banking, Housing and Urban
Affairs to Accompany S. 249, S. Rep. No. 75, 94th Cong., 1st Sess.
30 (1975).
---------------------------------------------------------------------------
Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change should be approved
or disapproved by May 15, 2024. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
May 29, 2024.
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 [email protected]. Please include
file number SR-FINRA-2024-001 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-2024-001. 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 (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 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. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-FINRA-2024-001 and should be submitted
on or before May 15, 2024. If comments are received, any rebuttal
comments should be submitted on or before May 29, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\60\
---------------------------------------------------------------------------
\60\ 17 CFR 200.30-3(a)(12); 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-08681 Filed 4-23-24; 8:45 am]
BILLING CODE 8011-01-P
