[Federal Register Volume 83, Number 39 (Tuesday, February 27, 2018)]
[Notices]
[Pages 8526-8529]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-03889]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82750; File No. SR-FINRA-2018-004]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Revise the Investment Banking Representative 
(Series 79) Examination

February 21, 2018.
    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 February 9, 2018, Financial Industry Regulatory

[[Page 8527]]

Authority, Inc. (``FINRA'') 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 
``constituting a stated policy, practice, or interpretation with 
respect to the meaning, administration, or enforcement of an existing 
rule'' under Section 19(b)(3)(A)(i) of the Act \3\ and Rule 19b-4(f)(1) 
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)(i).
    \4\ 17 CFR 240.19b-4(f)(1).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing revisions to the content outline and selection 
specifications for the Investment Banking Representative (Series 79) 
examination as part of the restructuring of the representative-level 
examination program.\5\ The proposed revisions also update the material 
to reflect changes to the laws, rules and regulations covered by the 
examination and to incorporate the functions and associated tasks 
currently performed by an Investment Banking Representative. In 
addition, FINRA is proposing to make changes to the format of the 
content outline. FINRA is not proposing any textual changes to the By-
Laws, Schedules to the By-Laws or Rules of FINRA.
---------------------------------------------------------------------------

    \5\ FINRA also is proposing corresponding revisions to the 
Series 79 question bank. Based on instruction from SEC staff, FINRA 
is submitting this filing for immediate effectiveness pursuant to 
Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(1) thereunder, and 
is not filing the question bank. See Letter to Alden S. Adkins, 
Senior Vice President and General Counsel, NASD Regulation, from 
Belinda Blaine, Associate Director, Division of Market Regulation, 
SEC, dated July 24, 2000. The question bank is available for SEC 
review.
---------------------------------------------------------------------------

    The revised Series 79 content outline is attached.\6\ The revised 
Series 79 selection specifications have been submitted to the 
Commission under separate cover with a request for confidential 
treatment pursuant to SEA Rule 24b-2.\7\
---------------------------------------------------------------------------

    \6\ The Commission notes that the content outline is attached to 
the filing, not to this Notice.
    \7\ 17 CFR 240.24b-2.
---------------------------------------------------------------------------

    The text of the proposed rule change is available on FINRA's 
website at http://www.finra.org, at the principal office of FINRA and 
at the Commission's Public Reference Room. [sic]

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
    Section 15A(g)(3) of the Act \8\ authorizes FINRA to prescribe 
standards of training, experience, and competence for persons 
associated with FINRA members. In accordance with that provision, FINRA 
has developed examinations that are designed to establish that persons 
associated with FINRA members have attained specified levels of 
competence and knowledge, consistent with applicable registration 
requirements under FINRA rules. FINRA periodically reviews the content 
of the examinations to determine whether revisions are necessary or 
appropriate in view of changes pertaining to the subject matter covered 
by the examinations.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78o-3(g)(3).
---------------------------------------------------------------------------

    The SEC recently approved a proposed rule change to restructure the 
FINRA representative-level qualification examination program.\9\ The 
rule change, which will become effective on October 1, 2018,\10\ 
restructures the examination program into a new format whereby all new 
representative-level applicants will be required to take a general 
knowledge examination (the Securities Industry Essentials or 
SIETM) and a tailored, specialized knowledge examination (a 
revised representative-level qualification examination) for their 
particular registered role.
---------------------------------------------------------------------------

    \9\ See Securities Exchange Act Release No. 81098 (July 7, 
2017), 82 FR 32419 (July 13, 2017) (Order Approving File No. SR-
FINRA-2017-007).
    \10\ See Regulatory Notice 17-30 (SEC Approves Consolidated 
FINRA Registration Rules, Restructured Representative-Level 
Qualification Examinations and Changes to Continuing Education 
Requirements) (October 2017).
---------------------------------------------------------------------------

    The restructured program eliminates duplicative testing of general 
securities knowledge on the current representative-level qualification 
examinations by moving such content into the SIE examination.\11\ The 
SIE examination will test fundamental securities-related knowledge, 
including knowledge of basic products, the structure and function of 
the securities industry, the regulatory agencies and their functions 
and regulated and prohibited practices, whereas the revised 
representative-level qualification examinations will test knowledge 
relevant to day-to-day activities, responsibilities and job functions 
of representatives.\12\
---------------------------------------------------------------------------

    \11\ Each of the current representative-level examinations 
covers general securities knowledge, with the exception of the 
Research Analyst (Series 86 and 87) examinations.
    \12\ FINRA filed the SIE content outline with the SEC for 
immediate effectiveness. See Securities Exchange Act Release No. 
82578 (January 24, 2018), 83 FR 4375 (January 30, 2018) (Notice of 
Filing and Immediate Effectiveness of File No. SR-FINRA-2018-002). 
In addition to the proposed rule change relating to the revised 
Series 79 examination, FINRA will file with the Commission for 
immediate effectiveness the content outlines for the other revised 
representative-level qualification examinations.
---------------------------------------------------------------------------

    As part of the restructuring process and in consultation with a 
committee of industry representatives, FINRA undertook a review of the 
Investment Banking Representative (Series 79) examination to remove the 
general securities knowledge currently covered on the examination and 
to create a tailored examination to test knowledge relevant to the day-
to-day activities, responsibilities and job functions of an Investment 
Banking Representative. As a result of this review, FINRA also is 
proposing to revise the Series 79 content outline to reflect changes to 
the laws, rules and regulations covered by the examination and to 
incorporate the functions and associated tasks currently performed by 
an Investment Banking Representative. The proposed change will align 
the organization of the Series 79 content outline with the organization 
of the content outlines of the other revised representative-level 
examinations.\13\ In addition, FINRA is proposing to make other changes 
to the format of the Series 79 content outline.
---------------------------------------------------------------------------

    \13\ FINRA currently has organized several FINRA qualification 
examinations, such as the Securities Trader (Series 57) examination, 
based on the functions that are performed by the respective 
registered persons and the associated tasks. FINRA is proposing 
similar layouts for all of the representative-level examinations, 
including the Series 79 examination.
---------------------------------------------------------------------------

    Beginning on October 1, 2018, new applicants seeking to register as 
Investment Banking Representatives must pass the SIE examination and 
the revised Investment Banking Representative (Series 79) examination.

[[Page 8528]]

Current Content Outline
    The current Series 79 content outline is divided into four 
sections. The following are the four sections, denoted Section 1 
through Section 4, with the associated number of questions:
    1. Collection, Analysis, and Evaluation of Data, 75 questions;
    2. Underwriting/New Financing Transactions, Types of Offerings and 
Registration of Securities, 43 questions;
    3. Mergers and Acquisitions, Tender Offers and Financial 
Restructuring Transactions, 34 questions; and
    4. General Securities Industry Regulations, 23 questions.
    In addition, each section includes references to the applicable 
laws, rules and regulations associated with that section. The current 
content outline also includes a preface (addressing, among other 
things, the purpose, administration and scoring of the examination), 
sample questions and reference materials.
Revised Content Outline
    As noted above, FINRA is proposing to move the general securities 
knowledge currently covered on the Series 79 examination to the SIE 
examination. For example, FINRA Rule 3220 (Influencing or Rewarding 
Employees of Others) (the Gifts Rule) will now be tested on the SIE 
examination, rather than on the Series 79 examination. As a result, the 
revised Series 79 examination will test knowledge specific to the day-
to-day activities, responsibilities and job functions of an Investment 
Banking Representative.
    Further, FINRA is proposing to reorganize the content outline by 
dividing it into three major job functions that are performed by an 
Investment Banking Representative. The following are the three major 
job functions, denoted Function 1 through Function 3, with the 
associated number of questions:
    Function 1: Collection, Analysis and Evaluation of Data, 37 
questions;
    Function 2: Underwriting and New Financing Transactions, Types of 
Offerings and Registration of Securities, 20 questions; and
    Function 3: Mergers and Acquisitions, Tender Offers and Financial 
Restructuring Transactions, 18 questions.
    FINRA also is proposing to adjust the number of questions assigned 
to each major job function to ensure that the overall examination 
better reflects the key tasks performed by an Investment Banking 
Representative. The questions on the revised Series 79 examination will 
place emphasis on tasks such as advising on or facilitating debt or 
equity offerings through a private placement or public offering, and 
advising or facilitating mergers and acquisitions, tender offers, 
financial restructurings and asset sales.
    Each function also includes specific tasks describing activities 
associated with performing that function. There are three tasks (1.1-
1.3) associated with Function 1; \14\ six tasks (2.1-2.6) associated 
with Function 2; \15\ and six tasks (3.1-3.6) associated with Function 
3.\16\ For example, one such task (Task 1.3) is conducting due 
diligence.\17\ Further, the content outline lists the knowledge 
required to perform each function and associated tasks (e.g., due 
diligence processes on both the buy- and sell-sides). In addition, 
where applicable, the content outline lists the laws, rules and 
regulations a candidate is expected to know to perform each function 
and associated tasks (e.g., SEC Rule 135a).
---------------------------------------------------------------------------

    \14\ See Exhibit 3a, Outline Pages 3-6. The outline is attached 
as Exhibit 3a to the 19b-4 form.
    \15\ See Exhibit 3a, Outline Pages 7-11.
    \16\ See Exhibit 3a, Outline Pages 12-15.
    \17\ See Exhibit 3a, Outline Pages 5-6.
---------------------------------------------------------------------------

    FINRA also is proposing to revise the content outline to reflect 
changes to the laws, rules and regulations covered by the examination. 
Among other revisions, FINRA is proposing to revise the content outline 
to reflect the adoption of new FINRA rules (e.g., FINRA Rule 5131 (New 
Issue Allocations and Distributions)).
    FINRA is proposing similar changes to the Series 79 selection 
specifications and question bank.
    Finally, FINRA is proposing to make other changes to the format of 
the content outline, including to the preface, sample questions and 
reference materials.\18\ Among other changes, FINRA is proposing to: 
(1) Reduce the preface to one page of introductory information; (2) 
streamline details regarding the purpose of the examination; (3) move 
the application procedures to FINRA's website; and (4) explain that the 
passing score is established using a standard setting procedure, and 
that a statistical adjustment process known as equating is used in 
scoring the examination.\19\
---------------------------------------------------------------------------

    \18\ FINRA is proposing similar changes to the content outlines 
for other representative-level examinations.
    \19\ See Exhibit 3a, Outline Page 2.
---------------------------------------------------------------------------

    As a result of the proposed changes, the number of scored questions 
on the Series 79 examination will be reduced from 175 questions to 75 
questions.\20\ Further, the test time, which is the amount of time 
candidates will have to complete the examination, will be reduced from 
five hours to two hours and 30 minutes. Currently, a score of 73 
percent is required to pass the examination. FINRA will publish the 
passing score of the revised Series 79 examination on its website, at 
www.finra.org, prior to its first administration.
---------------------------------------------------------------------------

    \20\ Consistent with FINRA's practice of including ``pretest'' 
questions on examinations, the Series 79 examination includes 10 
additional, unidentified pretest questions that do not contribute 
towards the candidate's score. The pretest questions are designed to 
ensure that new examination questions meet acceptable testing 
standards prior to use for scoring purposes. Therefore, the Series 
79 examination actually consists of 85 questions, 75 of which are 
scored. The 10 pretest questions are randomly distributed throughout 
the examination.
---------------------------------------------------------------------------

Availability of Content Outline
    The current Series 79 content outline is available on FINRA's 
website. The revised Series 79 content outline will replace the current 
content outline on FINRA's website, and it will be made available on 
the website on the date of this filing.
    FINRA is filing the proposed rule change for immediate 
effectiveness. The implementation date will be October 1, 2018, to 
coincide with the implementation of the restructured representative-
level examination program. FINRA will also announce the implementation 
date of the proposed rule change in a Regulatory Notice.
2. Statutory Basis
    FINRA believes that the proposed revisions to the Series 79 
examination program are consistent with the provisions of Section 
15A(b)(6) of the Act,\21\ which requires, among other things, that 
FINRA rules must be designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
and, in general, to protect investors and the public interest, and 
Section 15A(g)(3) of the Act,\22\ which authorizes FINRA to prescribe 
standards of training, experience, and competence for persons 
associated with FINRA members. The proposed rule change will improve 
the examination program, without compromising the qualification 
standards, by removing the general knowledge content currently covered 
on the Series 79 examination, since that content will be covered in the 
co-requisite SIE examination. In addition, the proposed revisions will 
further the purposes of the Act by updating the examination program to 
reflect changes to the laws, rules and regulations covered by the 
examination and to

[[Page 8529]]

incorporate the functions and associated tasks currently performed by 
an Investment Banking Representative.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78o-3(b)(6).
    \22\ 15 U.S.C. 78o-3(g)(3).
---------------------------------------------------------------------------

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. The updated examination aligns 
with the functions and associated tasks currently performed by an 
Investment Banking Representative and tests knowledge of the most 
current laws, rules, regulations and skills relevant to those functions 
and associated tasks. As such, the proposed revisions would make the 
examination more effective. FINRA also provided a detailed economic 
impact assessment regarding the introduction of the SIE examination and 
the restructuring of the representative-level examinations as part of 
the proposed rule change to restructure the FINRA representative-level 
qualification examination program.\23\
---------------------------------------------------------------------------

    \23\ See Securities Exchange Act Release No. 80371 (April 4, 
2017), 82 FR 17336 (April 10, 2017) (Notice of Filing of File No. 
SR-FINRA-2017-007).
---------------------------------------------------------------------------

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 \24\ and paragraph (f)(1) of Rule 19b-4 
thereunder.\25\ 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.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78s(b)(3)(A).
    \25\ 17 CFR 240.19b-4(f)(1).
---------------------------------------------------------------------------

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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-FINRA-2018-004 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-2018-004. 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 (http://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 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of FINRA. All comments received 
will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-FINRA-2018-004 and should be submitted 
on or before March 20, 2018.
---------------------------------------------------------------------------

    \26\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-03889 Filed 2-26-18; 8:45 am]
 BILLING CODE 8011-01-P