Definitions

For purposes of Rule 2210, this Rule, and any interpretation thereof:
 

  1. "Correspondence" consists of any written letter or electronic mail message distributed by a member to fewer than 25 retail customers within any 30 calendar-day period.
     
  2. "Institutional communications " consists of any communication that is distributed or made available only to institutional investors.
     
  3. "Institutional Investor" means any:
    1. person described in Rule 3110(c)(4), regardless of whether that person has an account with a FINRA member;
    2. governmental entity or subdivision thereof;
    3. employee benefit plan that meets the requirements of Section 403(b) or Section 457 of the Internal Revenue Code and has at least 100 participants, but does not include any participant of such a plan;
    4. qualified plan, as defined in Section 3(a)(12)(C) of the Act, that has at least 100 participants, but does not include any participant of such a plan;
    5. FINRA member or registered associated person of such a member; and
    6. person acting solely on behalf of any such institutional investor. No member may treat a communication as having been distributed to an institutional investor if the member has reason to believe that the communication or any excerpt thereof will be forwarded or made available to any person other than an institutional investor. 

Record-keeping

A. Members must maintain all institutional communications in a file for a period of three years from the date of last use. The file must include the name of the person who prepared each item of institutional communication.

B. Members must maintain in a file information concerning the source of any statistical table, chart, graph or other illustration used by the member in communications with the public.

Spot-Check Procedures

Each member's correspondence and institutional sales literature may be subject to a spot-check procedure under Rule 2210. Upon written request from the Advertising Regulation Department (the "Department"), each member must submit the material requested in a spot-check procedure within the time frame specified by the Department.

Content Standards Applicable to Institutional Sales Material and Correspondence

 

  1. All institutional communication and correspondence are subject to the content standards of Rule 2210(d)(1) and the applicable Interpretive Materials under Rule 2210.
     
  2. All correspondence (which for purposes of this provision includes business cards and letterhead) must:
    1. prominently disclose the name of the member and may also include a fictional name by which the member is commonly recognized or which is required by any state or jurisdiction;
    2. reflect any relationship between the member and any non-member or individual who is also named; and
    3. if it includes other names, reflect which products or services are being offered by the member.
       
  3. Members may not use investment company rankings in any correspondence other than rankings based on
    1. a category or subcategory created and published by a Ranking Entity as defined in IM-2210-3(a) or
    2. a category or subcategory created by an investment company or an investment company affiliate but based on the performance measurements of a Ranking Entity.


FINRA Conduct Rule 2212

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