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. 


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

Related Articles
  1. Financial Advisor

    On The Record: Communications With The Public

    NASD Rule 2211 can make or break your career as a registered principal.
  2. Financial Advisor

    Professional Correspondence That Pushes The Envelope

    Learn the difference between correspondence and sales literature, according to NASD rules.
  3. Financial Advisor

    Investigating The Securities Police

    Learn about the history of FINRA and how this organization protects investors.
  4. Financial Advisor

    What Financial Advisors and Brokers Need to Know About Rule 407

    Learn about NYSE Rule 407 and how it may impact you as a financial advisor or investment broker. What you don't know about this regulation can hurt you.
  5. Financial Advisor

    FINRA: How It Protects Investors

    Find out the history of FINRA, and how it's organized to monitor the markets and protect investors.
  6. Financial Advisor

    Preparing Finances For Deployment: A Guide For Service Members

    Those who follow the instruction in this article can look forward to a homecoming of financial prosperity.
  7. Personal Finance

    Career Benefits From The CFA Institute

    The CFA Institute provides members with a variety of ongoing career and networking benefits.
  8. Financial Advisor

    Asset Manager Ethics: Acting Timely and Accurately

    The client-manager relationship is strengthened by a communication plan that is relevant, accurate and timely. Here's how to create a plan.
  9. Personal Finance

    Consider A Career As A Financial Communications Professional

    Regulators, sales people and clients all look to communications professionals to help them navigate the markets.
  10. Investing

    Institutional Investors And Fundamentals: What's The Link?

    Big-money sponsorship might make a company look good, but it's not always a reliable gauge of stock quality.
Frequently Asked Questions
  1. Depreciation Can Shield Taxes, Bolster Cash Flow

    Depreciation can be used as a tax-deductible expense to reduce tax costs, bolstering cash flow
  2. What schools did Warren Buffett attend on his way to getting his science and economics degrees?

    Learn how Warren Buffett became so successful through his attendance at multiple prestigious schools and his real-world experiences.
  3. How many attempts at each CFA exam is a candidate permitted?

    The CFA Institute allows an individual an unlimited amount of attempts at each examination.Although you can attempt the examination ...
  4. What's the average salary of a market research analyst?

    Learn about average stock market analyst salaries in the U.S. and different factors that affect salaries and overall levels ...
Trading Center