Conflicts of Interest Associated with the Use of Predictive Data Analytics by Broker-

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Conformed to Federal Register version and consolidated with correction 34-97990A

17 CFR Parts

[Release Nos. 34-97990; IA-6353; File No. S7-12-23]

AGENCY

ACTION

SUMMARY

(“Commission” or “SEC”)

(“Exchange rules”)

Securities Exchange Act of 1934 (“Exchange Act”)

Investment Advisers Act of 1940 (“Advisers Act”)

DATES

ADDRESSES

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post all comments on the Commission’s website ( Comments are also available for website viewing and printing in the Commission’s Public

Operating conditions may limit access to the Commission’s

any such materials will be made available on the Commission’s website. electronic receipt of such notifications, sign up through the “Stay Connected” option at

A summary of the proposal of not more than 100 words is posted on the Commission’s

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FOR FURTHER INFORMATION CONTACT

Company Regulation Office, Michael Schrader, Senior Counsel, Chief Counsel’s Office, Sirimal

SUPPLEMENTARY INFORMATION

(“proposed rule 240. ”)

(“proposed rule 275.211(h)(2) 4” and

, “ conflicts rules”); and amendments

(“ ”)

(“rule 204 2” an

“

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I. Introduction

--- page 5 ---

1

--- page 6 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 7 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 8 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 9 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 10 ---

purposes of the firm’s

--- page 11 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 12 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 13 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 14 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 15 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 16 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 17 ---

these chatbots have passed what is known as the “Turing test”

--- page 18 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 19 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 20 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 21 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 22 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 23 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 24 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 25 ---

purposes of the firm’s

--- page 26 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 27 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 28 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 29 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 30 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 31 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 32 ---

these chatbots have passed what is known as the “Turing test”

--- page 33 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 34 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 35 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 36 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 37 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 38 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 39 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 40 ---

purposes of the firm’s

--- page 41 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 42 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 43 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 44 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 45 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 46 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 47 ---

these chatbots have passed what is known as the “Turing test”

--- page 48 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 49 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 50 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 51 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 52 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 53 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 54 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 55 ---

purposes of the firm’s

--- page 56 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 57 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 58 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 59 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 60 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 61 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 62 ---

these chatbots have passed what is known as the “Turing test”

--- page 63 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 64 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 65 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 66 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 67 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 68 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 69 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 70 ---

purposes of the firm’s

--- page 71 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 72 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 73 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 74 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 75 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 76 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 77 ---

these chatbots have passed what is known as the “Turing test”

--- page 78 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 79 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 80 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 81 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 82 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 83 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 84 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 85 ---

purposes of the firm’s

--- page 86 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 87 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 88 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 89 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 90 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 91 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 92 ---

these chatbots have passed what is known as the “Turing test”

--- page 93 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 94 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 95 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 96 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 97 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 98 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 99 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 100 ---

purposes of the firm’s

--- page 101 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 102 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 103 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 104 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 105 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 106 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 107 ---

these chatbots have passed what is known as the “Turing test”

--- page 108 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 109 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 110 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 111 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 112 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 113 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 114 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 115 ---

purposes of the firm’s

--- page 116 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 117 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 118 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 119 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 120 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L.firms’ the Commission’s

Any person operating as a “broker” or “dealer” in the U.S. securities markets must register with the

Exchange Act sections 3(a)(4) and 3(a)(5), 15 U.S.C. 78c(a)(4) and 78c(a)(5) (definitions of “broker” and “dealer,” respectively). Generally, all registered broker

“broker dealers,” rather than to “FINRA member firms.”

. (“The duty of loyalty requires that an adviser not subordinate its clients’ interests to its own.”); (The “without placing the financial or other interest ... ahead of

--- page 22 ---

disclosure of firms’ services, fees

“investment analysis tools”

--- page 23 ---

an investment adviser’s fiduciary duty to its clients

Reflecting SEC’s Commitment to Retail Investors, 79

according to the SEC’s orders, the

their clients, as the investment advisers stood to benefit from the clients’ paying higher fees

“

”

--- page 24 ---

dealer’s duty to disclose material conflicts of interest under

(“Reg BI”)

(Reg BI’s “Conflict of Interest Obligation”)

dealer may be liable if it does not disclose “material adverse facts of which it is aware.”

2003) (Commission Opinion) (“When a securities dealer recommends stock to a customer, it is not only aware. That includes disclosure of ‘adverse interests’ such as ‘economic self interest’ influenced its recommendation.”) (citations omitted).

payments from “preferred” families that were exclu

--- page 25 ---

Investment Advisers’ Fiduciary Duties: The

(“); FINRA AI Report, at 5 (“The use of AI dealers.”).that will increase the firm’s profit at the investors’ expense investors’ investment objectives or risk profilestop using a firm’s services

firm’s use of

or current investor could take into consideration the firm’s interest in a manner that places its

services firms, often in mobile apps or social media, and chatbots are “increasingly moving toward giving advice and prompting customers to act”).

--- page 27 ---Comment Letter from Pace Investor Rights Clinic (Oct. 1, 2021) (“Pace University Letter”) “DEPs can lead investors to trade more frequently and more often than is in their best interest. For building.”). (“ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ 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“ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “firm’s interests ahead of the interest firm’s failure to ful

Plagued with errors: A news outlet’s decision to write stories with AI backfires

data considered by a firm’s algorithm could have the effect of optimizing for the firm’s interest over investors’

the firm’s sponsored products

system’s

firm’

an adviser marketed that its “no fee” robo

through a “disciplined portfolio construction methodology” when they hold a certain percent of assets in cash because the adviser’s affiliate

sponsored product when the firm’s sponsored product may be more cost firms’ obligations under their respective regulatory regimes

(AIRS White Paper”)

ways that advance a firm’s interests at the expense of its investors’ interests.

the firm’s interests ahead of its investors’

the Commission’s 2021 Request for Information and Comments

(“Request”)

21 (Aug. 28, 2021) (“

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, limiting the firm’s ability to identify and appropriately address associated conflicts of

whether it takes into consideration the firm’s interest

firm’s interests ahead of investors’

Association (Oct. 1, 2021) (“IAA Letter”); Comment Letter from Kevin M. Carroll, Managing Director and Associate General Counsel, Securities Industry and Financial Markets Association (Oct. 1, 2021) (“SIFMA Letter”) (

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regulatory action may be needed to further the Commission’s mission in connection with firms’

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through an online “feedback flyer” that accompanied the Request and was provided to better

dealers’ and investment advisers’ use of DEPs, addressing their purpose,

on benefits and risks related to firms’ use of

The “Feedback Flyer” was attached as Appendix A to the Request and asked individual investors to

er understanding of retail investors’ experiences on

Securities Arbitration Clinic and Professor of Clinical Legal Education, St. John’s University School of Law Securities Arbitration Clinic, (Oct. 1, 2021) (“St. John’s Letter”); Comment Letter from Morningstar, Inc. and Morningstar Investment Management, LLC (Oct. 1, 2021) (“Morningstar Letter”); Comment

2021) (“ Letter”); Pace University Letter; Comment Letter from Law Office of Simon Kogan, (Oct. 17, 2021) (“Kogan Letter”).

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Markets, Inc. (Oct. 1, 2021) (“Better Markets Letter”); Comment Letter from Public Investors Advocate Bar Association (Oct. 1, 2021) (“PIABA Letter”); Comment Letter f Law Investor Rights Clinic et al. (Oct 1, 2021) (“University of Miami Letter”); Comment Letter from Fidelity Investments (Oct. 1, 2021); St. John’s Letter; Morningstar Letter. received from the SEC’s Investor Advisory Committee

, Pace University Letter (“We believe that retail investors, particularly novice investors, believe that

making without investors being conscious of it.”); Comment Let American Securities Administrators Association (Oct. 1, 2021) (“NASA Letter”) (“

effects of technologies on investor behavior generally.” Practice Growth Partners (Sept. 30, 2021) (“Aikin/Mindicino Letter”) (“[A]

”); Letter from Morgan Stanley Wealth Management (Oct. 1, 2021) (“Morgan Stanley Letter”) (while noting existing protections, stating that “[s]hould the Commission believe

technological landscape”) (“As the SEC continues its review of standards applicable to harmful digital platform environment.”)

(

“ Robinhood’s in adopting Reg BI, explicitly stating that Reg BI does not apply to this model.”).

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could take to address firms’ use of DEPs

detailed opinions as to the application of an investment adviser’s fiduciary duty to DEPs.

Staff’s 2017 Robo

Pace University Letter (“D – in ways that are often in conflict with their bests interest.” (“

, IAA Letter (“ .”)

(Oct. 1, 2021) (“Envestnet Letter”); Comment Letter from Julius Leiman Wealthfront Corporation (Oct. 8, 2021) (“Wealthfront Letter”); NASAA Letter; Aikin/Mindicino Letter;

Monetary and Financial Alternatives, CATO Institute (Oct. 1, 2021) (“CATO Institute Letter”); Comment Investments LLC (Oct. 1, 2021) (“Stash Letter”); Wealthfront Letter; IAA Letter; Robinhood Letter; SIFMA Letter;

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(collectively, the “ conflicts rules”) associated with firms’ use of

firms’ existing regulatory obligations.

Citations herein to the “ proposed conflicts rules” reference each of the proposed conflicts rules as they

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consistent with the Commission’s prior

necessary amended its regulatory framework to protect investors while still allowing firms’ use of

37182 (May 9, 1996) [61 FR 24644 (May 15, 1996)] (“1996 Release”) (providing Commission views on (“2000 Release”) (providing interpretive guidance on the use of electronic media to deliver documents on

[Nov. 25, 2022]) (requiring layered disclosure for funds’ shareholder reports and graphical

,” and providing

(Nov. 3, 2022)] (“Electronic Recordkeeping Release”).

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on the industry’s expanding use of technology in the context of robo

(“Dodd Frank Act”) added section 211(h)(2) to the Advisers Act and

Commission to “promulgate rules prohibiting or restricting certain sales practices, conflicts of

Commission deems contrary to the public interest and the protection of investors.”

investors associated with firms’ use of certain technology in their interactions with investors,

(“2017 IM Guidance”)

(“2021 Risk Alert”)

alert.pdf (noting, “[n]early all of the examined advisers received a deficiency letter, with observations most often noted in the areas of: (1) compliance programs, including policies, procedures, and testing.”).

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firms’ use of

from conflicts of interest associated with firms’ use of PDA

investors’ interests

●

the firm’s or its associated person’s

that place the firm’s or its associated person’s

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.are designed to help facilitate the Commission’s

prevent firms’ conflicts of interest from harming investors

firm’s interest ahead of

a. Covered Technology

(stating, for example, that “[f]irms have recognized a new opportunity to advice technology.”) (“Proposed Outsourcing Rule”).

’ behaviors ( browsing history on the firm’s website

As an additional example, a firm’s use of a conditional auto

investor’s

issued by the firm’s af filiat

For the same reason, the use of a firm’s chatbot that

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1

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Do the terms “optimize for,” “predict,” “guide,” “forecast,” and “direct” appropriately scope the definition?

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Does the term “covered technology” adequately reflect the definition? Should such as “covered processes” or “covered methods”? Are there any other terms that should be used?

“investment

Is it clear what the phrase “investment related behaviors or outcomes” behaviors or outcomes that may not be “investment related” but should

the routing of customers’ orders,

related activities that may not be “behaviors or outcomes” that should be cove either “behavior” or “outcome” overbroad

as “investment related covered technology”

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b. Investor Interaction

conflicts rules include definitions for both “investor” and “investor interaction.”

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we are proposing to define “investor” so

an investor, including by exercising discretion with respect to an investor’s

a firm’s

and an investor’s account, on a discretionary or non

“pooled investment vehicle”

rules at (a) (defining “Investor”).

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to a firm’s use of covered technology rules’ predictions related to the firm’s intra

“back office” processes like

Although routing of customers’ orders duty of “best execution.”

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In contrast, when a firm’s

investor’s account

“ ” of covered technology

’ investment

’ s

firms’ use of

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prompts or marketing that “nudge” investors to take particular

been viewed as outside the scope of “recommendations” for broker

research pages or “electronic libraries” firms’ use of

investor’ investor’ “

(acknowledging that although a firm’s use of covered technology to solicit

firm’s chatbot

(fdiscussing the types of online communications may constitute “recommendations” factors to consider when determining whether a “recommendation” has been made by a broker

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these activities would not involve a firm’s use of covered technology under the proposed definition,

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providing the business hours of a branch office or the balance in the investor’s account, or to

trained to address the investor’s question. On the other hand, if a firm sought to employ a more

In either case, the exclusions would be limited to interactions that are “solely for the purpose” of the relevant category

The “solely for the purpose” language is

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to services “primarily for personal, family or household purposes.” Should we add such limitation in the

a firm’s use of covered technology? If the definition of “investor”

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The proposed definition of “investor” would incorporate the definition of “pooled investment vehicle” in rule 206(4) 8. Should we define the term “pooled investment vehicle” (or use another term)

Should we define “prospective investor” in the proposed rules? If so, how should we define this term and why? For example, should we define “prospective investor” as any person or entity that engages in some way with a firm’s services

, downloads the firm’s mobile app, visits the firm’s website, or creates a log

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1

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the routing of customers’ investor’s

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Do commenters agree that a firm’s

’ interests

person’s

’ interests

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transmission of conflicted actions across a firm’s investor base

a. Evaluation and Identification

for example, an investment adviser’s

firm’s investor interactions would continue to be subject to

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(for example, based on the firm’s based on research the firm conducts into other firms’ experience

firm at the time they are implemented, how the technologies are used, and the firm’s plans for

(Mar. 9, 2023), at 82 (“Chamber of Commerce AI Report”), (calling for “impact assessments” to help categorize potentially harmful uses of certain technologies in a

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it may determine that such conflict of interest does not actually result in the firm’s or an associated person’s interests being placed ahead of those of invest

language and the firm’s regulatory obligations to review the source code of the technology,

“explainability” features into the technology in order to give the model

weighting of the data may inform a firm’s determination of whether or not any

(describing complex or opaque technologies, sometimes referred to as “black boxes”).

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investors’ interests, or alternatively that any conflicts of interest that may exist have been eliminated or

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. In circumstances where the firm is relying only on the technology’s documentation, its

more scrutiny because the firm’s personnel may not immediately notice if the conflicts become

are trained on the firm’s compliance policies, and

those data points implicate the firm’s interest. In some cases, it may be difficult for the firm to

(discussing proposed testing requirement as it would apply to technologies that “drift”

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, a firm’s lack of visibility would not absolve it of the

“black box”

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We request comment on all aspects of the proposed conflict rules’ identification and

Do the proposed conflicts rules’ identification and evaluation requirements

firms’ compliance with those other regulatory requirements contribute to

interest being placed ahead of investors’ interests?anticipate? Should we define the terms “identify” or “evaluate” in the regulatory addition to covering conflicts of interest associated with firms’ associated persons’ use of covered technologies, should we prescribe any additional conflicts of interest associated with firms’ associated persons’ use of covered the Commission’s enforcement actions relating to undisclosed conflicts have involved conflicts of firms’ scope? Should we instead exclude “indirect” use in investor interactions? the rule text to explicitly include “indirect” investor interactions, for example by adding the phrase “directly or indirectly”? Alternatively, should the rule text clude a definition of “use” within the context of a firm’s would constitute “easily understandable to laypersons”? Alternatively, should the firms’ “explainability” features into the technology in order to give the model page 71 firms’ page 72 1 page 73 A firm also would be required to conduct testing before deploying any “material modification” of the technology, such as a modification to add new functionality like expanding page 74 improvements to be a “material modification.” During the time that the material modifications firm’s use of such previous version of the technology complies wi page 75 whether any of those factors are the firm’s interests (or act as proxies for the firm’s interests), or to estimate the effect of the methodology with and without the factors that involve the firm’s page 76 conflicts rules’ testing requirement, “implemented” for purposes of specifically define the term “implementation,” for example by defining it to mean covered technology on a “pilot” basis to a limited page 77 interactions that place the firm’s interests ahead of investors’ interests, or only would not be apparent when a technology has been “materially modified” for “material modifications” triggering retesting. Should we require testing of such page 78 data considered has been materially modified, should this be treated as a “material modification” for purposes of the proposed conflicts page 79 1 page 80 c. Conflict of interest would define “conflict of interest” broadly and make clear that, if a covered technology firm’s associated persons, the firm should evaluate the conflict and determine whether such page 81 persons ahead of investors’ interests and, if so, how to eliminate interactions that place the firm’s interests ahead of investors’ regardless of whether the firm places its interests ahead of investors’ interests. Revenue or profits page 82 would receive, the firm’s use of the covered technology would involve a conflict of interest regardless of whether the firm places its interests ahead of investors’ interests. particularly profitable to a firm (and is not always in investors’ interest), is intentionally addressed by the the effect on the firm’s interests, such as the firm’s profitability or revenue, it involves a conflict page 83 1 page 84 also use the term “conflict of interest” to describe a distinct, but related, concept? If so, should we use a different term other than “conflict of interest,” such as a “technology conflict” or a “potential conflict of interest?” The proposed definition of “conflict of interest” would also include interests of firms’ associated persons. What challenges, if any, would firms face due to this page 85 to covering conflicts of interest that arise due to the interests of firms’ associated diligence or policies and procedures, relating to conflicts of interest of firms’ definition of “conflict of interest” that would cover interests of entities firm’s interests? Should there be different standards for data that is itself covered technology has the potential to take into account the firm’s (or its associated persons’) interests, including the firm’s revenue or profits, directly or taken into account, such as the firm’s revenues or profits, or the degree to which it page 86 determining that a conflict of interest does exist but does not place the firm’s or its associated person’s of investors’ interests, or the firm would need to take additional Applicable law already limits firms’ already required to consider whether they could cause the adviser “consciously or unconsciously to render advice which is not disinterested.” technology may take into account an interest of the firm, it does not result in the firm’s interests being placed ahead of investors’ interests. For example, many investme nts financial models of a portfolio company’s three financial statements ( , the company’s balance An adviser’s consideration of metrics that are favorable to it, such as a potentialown interests being placed ahead of investors’ interests if the outcome is equally (or more)

investors, this would be an example of the adviser’s interests being placed ahead of investors’ interests because the investors are being deprived of an investment due to the adviser’s

explicitly and intentionally consider a firm’s intere likely to result in investor interactions that place the interests of the firm ahead of investors’

the firm’s or its associated persons’ interests are being placed , by reviewing how the outputs vary if the firm’s or associated persons’ interests are not considered).

place the firm’s interests ahead of investors’ incentive “to engage in speculative trading practices while managing client funds in order to realize or increase [contingent] advisory fees” such as incentive allocations). An adviser would still be required to

investors may send an automatic message to investors encouraging them to “hold steady” during

because it would consider a proxy for the firm’s revenues. However, if th

could reasonably determine that its interests were not placed ahead of investors’ interests, and

determination requirement. For example, if a firm built “explainability” functionality into the

features could review the output to determine whether the firm’s interests were being placed ahead of those of investors and, in any circumstance where it was not clear whether the firm’s

investors’ interests. If a firm cannot determine that its use of a covered tec

“should have ” standard in paragraph (b)(3) of the proposed conflicts rules addresses situations where a firm’s determination that a conflict of interest does not place its interests ahead of investors’ turns out to be unreasonable

“counterweight” to a conflict (that is, it could give more weight to certain investor

(discussing the “should have” identified standard). Firms that are unable to determine whether their own interests are placed ahead of investors’ for purposes of the proposed conflicts

36 (“[B]roker

“full and fair” disclosure

”). This is due to the “should have identified”

We request comment on all aspects of the proposed conflict rules’ determination

Does the proposed conflicts rules’ determination requirement

would firms’

that it has identified places or results in placing its or its associated persons’ interests ahead of investors’ interests

a firm’s or its associated persons’ interests ahead of investors’ i its or its associated persons’ interests ahead of investors’ interests? If so, is the rule clearer by including both phrases or should the proposed requirement eliminate the phrase “results in placing”? ahead of investors’ interests? Are there particular processes or strategies that should we specifically require the use of “explainability” features when the

ahead of investors’ interests)? Do firms use A/B testing to determine the effects of associated with “black box” technologies (where the outputs do not always make situations? How do firms using “black box” technologies to aid in making

r reasonably should be aware? Instead of or in addition to covering firms’ associated persons’ interes

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interest associated with firms’ associated persons? In addition to natural persons,

would not be a “conflict of interest” as defined under the proposed conflicts rules,

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e. Elimination or Neutralization of Effect

any conflict of interest it determines results in an investor interaction that places the firm’s (or its associated persons’) interest ahead of the

but the consideration of a firm’s interest, on its own, would not necessarily require that the firm

,

including situations where the firm creates technology that considers the firm’s or an associated person’s

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Under the proposed conflicts rules, a firm could “eliminate” a

the firm’s interest from the information considered by the covered technology. For

investments where its receipt of revenue sharing payments placed the firm’s interes investors’ interests could eliminate the conflict, among other methods, by ending revenue sharing

“neutralize the effect of” a conflict of interest by

any conflicts of interest not place the firm’s or associated person’s interest ahead of the

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favorable information subordinate to investors’ interests, and thus making the conflict “counterweight”

adviser, and thereby prioritizes the firm’s own profit over investors’ interests, the firm could eliminate this conflict of interest by removing any data that thus eliminating any bias in favor of the firm’s interest.

directing trades in the investor’s account.

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rovide a counterweight that prevents any consideration of the firm’s own interests from resulting in an investor interaction that places the firm’s interests ahead

harm to investors. For example, if the firm’s evaluation of the conflict indicates that the

t in investor interactions that place the firm’s or an associated

person’s interests ahead of investors’ interests in certain limited circumstances, a firm could

outcomes when “the issue lies in human information.”).personnel responsible for supervising the implementation of the firm’s ahead of investors’ interests “promptly” after the firm dete determined, that the conflict results in its own (or an associated person’s) interests being placed ahead of investors’ interests. Determining what constitutes “promptly” in any given situation favorable data is determinative of the technology’s outputs could be verified through A/B If it is determined before technology is first deployed that a conflict of interest exists that places the firm’s or an associated person’s interests ahead of investors’ interests, “prompt” elimination or neutralization of flicts of interest that place the firm’s or an associated person’s interests ahead of its investors’ interests, then eliminate, or neutralize the effect of,

assuming that its covered technologies do not result in its own (or its associated persons’ ) interests being placed ahead of investors’ interests. The “reasonably should have identified” their own (or their associated persons’) interests ahead of investors’ interests. Because firms’ use of covered technology is likely to be continuously changing, firms their interests ahead of investors’ interes

The proposed requirement is also designed to be consistent with a firm’s applicable clients’ interests to their own , they may not place their interests ahead of their clients’ an adviser would not satisfy the proposed conflicts rules’ informed consent to the adviser’s other business practices are p

clients at all times and must not subordinate their clients’ interests to their own. other interest ahead of the retail customer’s interests. Reg BI’s the firm’s comply with similar aspects of Reg BI’s

address compliance with certain aspects of Reg BI’s Conflict of Interest Obligation. Conversely, compliance with Reg BI’s Conflict of Interest Obligation could help a broker the proposed conflicts rules’ requirement t rules’ requirements and, Moreover, while compliance with the proposed rule’s requirements could help address compliance with Reg BI’s Conflict of Interest Obligation, a broker would still be subject to Reg BI’s other componen Obligation’s requirement for broker

designed to limit firms’ abilitie investors’ interest), is intentionally addressed by the proposed conflicts rules. We request comment on all aspects of the proposed conflicts rules’ elimination or the proposed conflicts rules’ elimination or neutralization would firms’ compliance with those other covering conflicts of interest associated with associated persons’ use of covered interest that place the firm’s interests ahead of investors’ interests as required

of interest associated with firms’ use of covered technologies will result in irm’s interest ahead of the investor interest? mean by “neutralize the effect of”? If so, how? I a firm’s interests ahead of investors’ interests under section (b)(2) of the proposed providing policies and procedures for “safe” use of the “counterweights,” or training the algorithm to ignore certain information) are

“counter signal” to train a learning model a useful way to eliminate, or neutralize other legal obligations, including standards of conduct? Do firms using “black box” algorithms curr firms’ including the duty to act in the investor’s best interest, particularly where they

As noted above, the definition of “investor interaction” “does not apply to or general administrative support.” Under the Commission’s rules, investment advisers historically have been required to “adopt and implement” policies and procedures that are “reasonably designed to prevent violation” of the

“establish, maintain, and enforce” policies and procedures that are “reasonably designed to achieve compliance with” the particular rule

7(a) (investment advisers required to “a ”)

) (broker dealers required to “establish[], maintain[], and enforce[] written policies and ”). In order to assist firms with compliance with the proposed conflicts rules’ policies and procedures requirement firms deploying certain technologies “having sufficient understanding of the system to provide effective human oversight”).

proposed conflicts rules’ requirement to have policies and procedures used to train the technologies, “explainability” requirements, specific training for technical staff, firm’s use of a conflicts rules’ Does the proposed conflicts rules’ policies and procedures requirement firms’ compliance with those other regulatory requirements contribute to the particular written descriptions and review to be required by a firm’s policies added, deleted, or modified to better ensure firms’ compliance with paragraph (b) maintaining an explicit reference to a firm’s associated persons in paragraph (b) firms’ associated persons?complying with the proposed conflicts rules’ requirement to eliminate

In addition to assisting the firm’s internal staff, the Commission’s examinations staff in assessing the firm’s compliance with the entirety of the proposed conflicts

technologies might be used in, the firm’s written description

paragraph (b)(1), a firm’s policies and procedures would be required to include a

that might impact the firm’s investor interactions through the use of covered technology

, in the case of a “black box”

the application of the firm’s elimination or neutralization procedures

Does the proposed conflicts rules’ requirement that firms include written

would firms’ compliance with those

Should we require that the written description of the firm’s

“material features” beyond those features that present conflicts of interest? If not, define “material features” for the purpose of the proposed rule? as “material features”

b. Written Description of Determination Process

firms’ policies and procedures

the firm’s

In addition to assisting the firm’s the Commission’s

assessing the firm’s compliance with

as to the firm’s process of the firm’s process

,

would firms’ compliance with those

Should we require the written description of the firm’s process for determining

,

in addition to a description of the firm’s process for making such a

c. Written Description of Process for Determining How to Eliminate, or Neutralize the Effects of, Conflicts of Interest

also require that firms’ policies and procedures

the firm’s associated persons

will also assist the firm’s internal staff, as well as a firm’s

interactions, the firm’s

consideration of the factors that reflect the firm’s interest, by disabling a part of the technology, firm’s use of covered technologies.

Because a firm’s policies and procedures would need to address all covered technologies

when a firm’s the firm’s written description

would firms’ compliance with those

eliminated or neutralized, in addition to a description of the firm’s process for

the written description of the firm’s

Should a firm’s policies and procedures be required to specifically address the conduct of individuals? For example, should a firm’s policies and procedures be of the firm’s personnel,

the firm’s policies and procedures

d. Annual Review of the Adequacy and Effectiveness of the Policies and Procedures and Written Descriptions

conflicts rules’

’s

firms’ annual review identifies any policies and procedures and written descriptions as being

(“Advisers Act Compliance Rule”)

dealer’s applicable FINRA rules.” dealer must “have its

review and certification obligations under FINRA’s rules, in order to increase the organizational

would firms’ compliance with those

a firm’s use of covered technology

both the firm’s compliance staff, as well as examination as applicable), assess the firm’s

firm’s

completed so that staff are able to assess whether the firm frequently relies on “stale” information.

firms’ associated person’s

and a description of the firm’s analysis that

assessing firms’ compliance with

the firm’s

a firm’s use of

would firms’ compliance with those

“backup” documentation

’s use of covered technologies

more technology? Should we also require records of disclosures about a firm’s or associated person’s conflicts asso

may have on the market’s efficiency,

Likewise, a firm’s identification of such conflicts

firm’s compliance with applicable Federal securities laws.

firms’

develop advice and recommendations that are then transmitted to investors through the firm’s chatbot,

The proposed conflicts rules’ definition of “conflict of interest” is broader than how economists usually define “conflicts of interest” such

agent problem. One economist’s definition of “conflict of interest” is “a situation in which a party to a transaction can potentially gain by taking actions that adversely affect its counterparty.” Hamid Mehran & René M., , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 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, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,place the firm’s interest ahead of investor’s interest (“Korniotis”); (“Trading Is Hazardous”); Brad M. Barber (“Boys Will Be Boys”)

firm’s interest above associated with firms’ of the firm’s relationship

Study on consumers’ attitudes towards Terms and Conditions (T&Cs (“GameStop Report”)

regulatory assets under management (“ ”)

“ ” differently for investment advisers as compared to dealers. For investment advisers, “investor” is defined as any prospective or current client “investor” one used for “retail investor” in Form CRS

According to the Federal Reserve Board’s 2019 individual retirement account (“ ”)

The data is obtained from the Federal Reserve System’s 2019 Survey of Consumer Finances (“SCF”)

“Business professionals”

Capital One Brings ‘Humanity’ to Its

BI’s Conflict of Interest Obligation

the firm’s interests ahead of investor’s interest on’t

a. Investment Advisers

An adviser’s fiduciary duty, which (“Capital Gains”) (“Compliance Programs Release”)

its client’s interest to its own. interest ahead of its client’s information about the adviser’s investment adviser’s business practices and conflicts of interests, (“Under federal and state law, you are a fiduciary and must make full disclosure to your clients of all material facts relating to the advisory relationship.”). at section I (“Since 1979, the Commission has required under the Advisers Act.”) (citations omitted). , at section I. (“To allow clients and prospective clients to and understand.”); , at section I.C. (“In order for disclosure to conflict of interest and make an informed decision whether to provide consent.”) and at n.59.

“retail investors” advice in the client’s best interest, based on a reasonable understanding of the client’s objectives. Form CRS, General Instructions (“Under rule 17a deliver to retail investors a relationship summary disclosing certain information about the firm.”).

2628 (Aug. 3, 2007) [72 FR 44756 (Aug. 9, 2007)] (“[Our] intent is to prohibit all fraud on investors in pools managed by investment advisers”).

any potential benefits connected with or resulting from the investment adviser’s the Advisers Act rules apply to an investment adviser’s conduct for the entire scope of its relationship with its client, regardless of whether the adviser’s conduct relies on the use of U.S.C. 78cc(a) (“Any condition, stipulation, or provision binding any person to waive compliance with any void.”)

dealers’ current use of (Inherent in the relationship between a dealer and his customer is the vital representation that the customer the profession.”); No. 95, at 238 (1st Sess. 1963) (“An obligation of fair dealing, based upon the general antifraud provisions of the Federal securities laws, rests upon the theory that even a dealer at arm’s length impliedly represents ngle that he will deal fairly with the public.”); FINRA Rule 2010 (Standards of dealers subject to Reg BI to “[i]”); dealers subject to Reg BI to “[i]”); FINRA Rule 3110(c)(3) (firm must “material adverse facts of which it is aware.” For example, when engaging in transactions directly with

are required to provide “retail investors” with Form CRS, which –and financial professional– “disclose .”

of recommended transactions is not excessive and is in the retail customer’s best interest when taken together in light of the retail customer’s investment profile.

Securities Act [of 1933] if “in the offer or sale” of any securities, the broker dealers’ written (including electronic) communications

dealer’s use of FINRA Rule 2210’s prohibition on projected performance and dealers to use “investment analysis tools” provided certain conditions are met. describe the criteria and methodology used, including the tool’s limitations and key

reasonably supervise another person subject to the firm’s or the person’s supervision that dealers’ supervisory the firm’s

c. Third-Party Service Providers

firms’ compliance with Commission a client’s informed consent themselves from violating the adviser’s fiduciary duty, such disclosure and satisfy the adviser’s duty to act in the client’s best interest.

technology, but would not change advisers’ underlying obligation the firm’s associated persons retail customer’s

rules’ firm’s interests ahead of investors’ interests or associated person’s firms’

a. Proposed Conflicts Requirements

i. Evaluation and Identification “covered technology ” “investor interaction,” and “conflict of interest” are defined broadly

’s interests ahead of investors’ the firm’s

ii. Determination, Elimination, and Neutralization conflicts of interest that place the firm’s or an associated person’sthe requirements of the investment adviser’s fiduciary dealer’s rules’ conflict of interest obligations would cover the entirety of investment advisers’ interactions with investors, and for broker firm deriving greater benefits from the investor’s resulting actions, for instance by overcoming a covered technology, eliminating or neutralizing effects that place the firm’s person’s , the firm’s interactions with them. conflicts of interest that place the firm’s its associated persons’ , interest, determination of which conflicts of interest place the firm’s or an associated person’s

,

b. Policies and Procedures

i. Written Description of Process Evaluating Use, Material Features and Conflicts of Interest of Covered Technology

interest that place the firm’s interest ahead of investor ’

ii. Written Description Determining Whether and How to Eliminate, or Neutralize the Effect of, any Conflict of Interest

iii. Review of Written Description

c. Proposed Recordkeeping Amendments

the firm’s compliance staff, and aid examiners ’s

The proposed recordkeeping amendments would help ensure that a record of a firm’s use with the firm’s other existing recordkeeping obligations. The proposed reco amendments would also help facilitate the Commission’s

a. Direct Costs

i. Proposed Conflicts Rules – Eliminate, or Neutralize the Effect of, Conflicts of Interest

Similarly, a firm’s costs are likely to vary depending on the nature of covered technology , the firm’s business model, the technology optimizes over factors other than the firm’s or an associated person’s which may correlate with the firm’s ’s

ii. Proposed Conflicts Rules - Policies and Procedures

such covered technology’s implementation or material modification

iii. Proposed Recordkeeping Amendments

maintain information about the firm’s use of covered technology in investor interaction regarding the firm’s use of covered technologies

b. Indirect Costs

that the firm’s existing obligations maintain information about the firm’s use of covered technology in investor interaction regarding the firm’s use of covered technologies

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation insubject to the proposed conflict rules’ requirement to

any potential benefits connected with or resulting from the investment adviser’s services or

s on an adviser’s use of

disclosure of firms’ services, fees and costs, disclosure of certain business practices,

“business” records, they

extent that the entities’ use of covered technologies places their interests ahead of investors.

whether any such conflict of interest places or results in placing the firm’s or its associated person’s interest ahead of investors’

“SBREFA,” we must advise OMB whether a proposed regulation constitutes a “major” rule. Under SBREFA, a rule is considered “major” where, if adopted, it results in or is likely to result

PART 240 — GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934

exercising discretion with respect to an investor’s account;

to such covered technology’s implementation or material modification, which must be updated

PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940

The investment adviser’s

Any restrictions placed on the investment adviser’s use of the

adviser’s use of

exercising discretion with respect to an investor’s account

to such covered technology’s implementation or material modification, which must be updated

--- page 1 ---

Conformed to Federal Register version and consolidated with correction 34-97990A

17 CFR Parts

[Release Nos. 34-97990; IA-6353; File No. S7-12-23]

AGENCY

ACTION

SUMMARY

(“Commission” or “SEC”)

(“Exchange rules”)

Securities Exchange Act of 1934 (“Exchange Act”)

Investment Advisers Act of 1940 (“Advisers Act”)

DATES

ADDRESSES

--- page 2 ---

post all comments on the Commission’s website ( Comments are also available for website viewing and printing in the Commission’s Public

Operating conditions may limit access to the Commission’s

any such materials will be made available on the Commission’s website. electronic receipt of such notifications, sign up through the “Stay Connected” option at

A summary of the proposal of not more than 100 words is posted on the Commission’s

--- page 3 ---

FOR FURTHER INFORMATION CONTACT

Company Regulation Office, Michael Schrader, Senior Counsel, Chief Counsel’s Office, Sirimal

SUPPLEMENTARY INFORMATION

(“proposed rule 240. ”)

(“proposed rule 275.211(h)(2) 4” and

, “ conflicts rules”); and amendments

(“ ”)

(“rule 204 2” an

“

--- page 4 ---

I. Introduction

--- page 5 ---

1

--- page 6 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 7 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 8 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 9 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 10 ---

purposes of the firm’s

--- page 11 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 12 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 13 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 14 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 15 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 16 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 17 ---

these chatbots have passed what is known as the “Turing test”

--- page 18 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 19 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 20 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 21 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 22 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 23 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 24 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 25 ---

purposes of the firm’s

--- page 26 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 27 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 28 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 29 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 30 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 31 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 32 ---

these chatbots have passed what is known as the “Turing test”

--- page 33 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 34 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 35 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 36 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 37 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 38 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 39 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 40 ---

purposes of the firm’s

--- page 41 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 42 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 43 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 44 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 45 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 46 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 47 ---

these chatbots have passed what is known as the “Turing test”

--- page 48 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 49 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 50 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 51 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 52 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 53 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 54 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 55 ---

purposes of the firm’s

--- page 56 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 57 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 58 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 59 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 60 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 61 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 62 ---

these chatbots have passed what is known as the “Turing test”

--- page 63 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 64 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 65 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 66 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 67 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 68 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 69 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 70 ---

purposes of the firm’s

--- page 71 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 72 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 73 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 74 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 75 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 76 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 77 ---

these chatbots have passed what is known as the “Turing test”

--- page 78 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 79 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 80 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 81 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 82 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 83 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 84 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 85 ---

purposes of the firm’s

--- page 86 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 87 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 88 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 89 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 90 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 91 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 92 ---

these chatbots have passed what is known as the “Turing test”

--- page 93 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 94 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 95 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 96 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 97 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 98 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 99 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 100 ---

purposes of the firm’s

--- page 101 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 102 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 103 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 104 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 105 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L. Rev. 175 (2022) (“Th[e] share trading.”); J Learning and Market Manipulation”) (“Machine you can invest any dollar amount into stock, even if you don’t have enough ”). (“Some brokers have sought to attract new customers by offering the ability to purchase fractional shares. .”).

--- page 106 ---

“digital engagement practices” or “DEPs ”

“gamification”), and other design elements or features designed to engage retail investors using a firm’s

jump over September’s pace).

SS&C Gets Automation Rolling with 180 ‘Digital Workers’

94, 122 (2022) (describing AI as “a technology that is rapidly evolving and capable of learning.”)

(“FinanceGPT”)

--- page 107 ---

these chatbots have passed what is known as the “Turing test”

--- page 108 ---

(“Artificial Intelligence (AI) and Machine Learning (ML) are increasingly used in financial services, due to firms’ business models.”).

--- page 109 ---

“FINRA’s Market Regulation and Technology teams recently wrapped up an extensive project to migrate the majority of FINRA’s market manipulation surveillance program to using deep learning in what is

”

--- page 110 ---

Firms’ that favor the firms’ for the firm’s revenue

(“Chaudhury & Kulkarni”) 10 “Best” AI Stock Trading Bots advisors “(“AI can make wrong decisions based on stressed stocks.”) 19 (noting that the use of AI “raises several applications.”) the model’s analysis and outcomes, and could produce results that may be narrow and irrelevant. On the tested and validated, particularly if new data points fall outside of the dataset used to train the model.”) securities industry[.]”) (“robo making recommendations that favor the institution’s products, rebalance client portfolios in ways which make recommendations that benefit the firm”).

--- page 111 ---

I. INTRODUCTION

The adoption and use of newer technologies, such as predictive data analytics (“PDA”), dealers and investment advisers (together, “firms”) have accelerated.

, firms’ use of

(“AI is providing new opportunities which extend far beyond cost reduction chain.”); Blake Schmidt and Amanda Albright, AI Is Coming for Wealth Management. Here’s What That

adopted and used artificial intelligence (“AI”), including machine learning, deep learning, neural networks, natural language processing (“NLP”), or large language models (including generative pre transformers or “GPT”),

tables, or correlation matrices (collectively, “PDA like technologies”).

(“GPT are language models pre related tasks.”) (citations omitted).

--- page 112 ---

,

“retail investors ” definition of “retail investor” in Form CRS rule defines “retail investor” in Form CRS.

--- page 113 ---

dealers and investment advisers to place their interests ahead of investors’ interests

advisers (together, “investors”)

’ interests

regulations’ effectiveness in protect

--- page 114 ---

Recently, firms’ adoption

conflicted actions across a firm’s

--- page 115 ---

purposes of the firm’s

--- page 116 ---

through the firm’s chatbot, push notifications on its mobile trading application (“app”)

conflicts of interest that place a firm’s interests ahead of investors’ interests

firm’s

a firm’s use of

“ trading software that makes a bad decision over and over in a tight loop” and that the author’s employer seeks to control these risks by “put[ting] .”)

--- page 117 ---

the firm’s interests investors’

Over the last several decades, firms’ use of

, new technologies can aid firms’ interaction

(“Investment Adviser Marketing Release”) (noting that the rules are “designed to accommodate the continual evolution and interplay of technology and advice”).

--- page 118 ---

representatives (addressing the “recent trends of retail trading platforms is the use of ‘game like’ and other features that may encourage behaviors” and “the growing prevalence of these features”)

1799, 1802 (Oct. 2022) (discussing gamification and the “evidence that retail investment and engagement will both continue and evolve.”)

[.]”).

--- page 119 ---

rapid expansion in firms’ reliance

(“Why Software is Eating the World”)

“[o]ver the past decade, robo advice and services, are becoming more and more popular” and discussing estimated growth)

Fintech’s Promises and Perils Computer as Confidant: Digital Investment Advice and the

ry models.”) (citations omitted).

, at section I (“

”);

Maureen O’Hara editors, Risk Books, 2013

What’s the

--- page 120 ---

Manipulation, and Collusion on Capital Markets: Why the “Black Box” Matters , 56 Ind. L.firms’ the Commission’s

Any person operating as a “broker” or “dealer” in the U.S. securities markets must register with the

Exchange Act sections 3(a)(4) and 3(a)(5), 15 U.S.C. 78c(a)(4) and 78c(a)(5) (definitions of “broker” and “dealer,” respectively). Generally, all registered broker

“broker dealers,” rather than to “FINRA member firms.”

. (“The duty of loyalty requires that an adviser not subordinate its clients’ interests to its own.”); (The “without placing the financial or other interest ... ahead of

--- page 22 ---

disclosure of firms’ services, fees

“investment analysis tools”

--- page 23 ---

an investment adviser’s fiduciary duty to its clients

Reflecting SEC’s Commitment to Retail Investors, 79

according to the SEC’s orders, the

their clients, as the investment advisers stood to benefit from the clients’ paying higher fees

“

”

--- page 24 ---

dealer’s duty to disclose material conflicts of interest under

(“Reg BI”)

(Reg BI’s “Conflict of Interest Obligation”)

dealer may be liable if it does not disclose “material adverse facts of which it is aware.”

2003) (Commission Opinion) (“When a securities dealer recommends stock to a customer, it is not only aware. That includes disclosure of ‘adverse interests’ such as ‘economic self interest’ influenced its recommendation.”) (citations omitted).

payments from “preferred” families that were exclu

--- page 25 ---

Investment Advisers’ Fiduciary Duties: The

(“); FINRA AI Report, at 5 (“The use of AI dealers.”).that will increase the firm’s profit at the investors’ expense investors’ investment objectives or risk profilestop using a firm’s services

firm’s use of

or current investor could take into consideration the firm’s interest in a manner that places its

services firms, often in mobile apps or social media, and chatbots are “increasingly moving toward giving advice and prompting customers to act”).

--- page 27 ---Comment Letter from Pace Investor Rights Clinic (Oct. 1, 2021) (“Pace University Letter”) “DEPs can lead investors to trade more frequently and more often than is in their best interest. For building.”). (“ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ 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“ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “ “firm’s interests ahead of the interest firm’s failure to ful

Plagued with errors: A news outlet’s decision to write stories with AI backfires

data considered by a firm’s algorithm could have the effect of optimizing for the firm’s interest over investors’

the firm’s sponsored products

system’s

firm’

an adviser marketed that its “no fee” robo

through a “disciplined portfolio construction methodology” when they hold a certain percent of assets in cash because the adviser’s affiliate

sponsored product when the firm’s sponsored product may be more cost firms’ obligations under their respective regulatory regimes

(AIRS White Paper”)

ways that advance a firm’s interests at the expense of its investors’ interests.

the firm’s interests ahead of its investors’

the Commission’s 2021 Request for Information and Comments

(“Request”)

21 (Aug. 28, 2021) (“

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, limiting the firm’s ability to identify and appropriately address associated conflicts of

whether it takes into consideration the firm’s interest

firm’s interests ahead of investors’

Association (Oct. 1, 2021) (“IAA Letter”); Comment Letter from Kevin M. Carroll, Managing Director and Associate General Counsel, Securities Industry and Financial Markets Association (Oct. 1, 2021) (“SIFMA Letter”) (

--- page 33 ---

regulatory action may be needed to further the Commission’s mission in connection with firms’

--- page 34 ---

through an online “feedback flyer” that accompanied the Request and was provided to better

dealers’ and investment advisers’ use of DEPs, addressing their purpose,

on benefits and risks related to firms’ use of

The “Feedback Flyer” was attached as Appendix A to the Request and asked individual investors to

er understanding of retail investors’ experiences on

Securities Arbitration Clinic and Professor of Clinical Legal Education, St. John’s University School of Law Securities Arbitration Clinic, (Oct. 1, 2021) (“St. John’s Letter”); Comment Letter from Morningstar, Inc. and Morningstar Investment Management, LLC (Oct. 1, 2021) (“Morningstar Letter”); Comment

2021) (“ Letter”); Pace University Letter; Comment Letter from Law Office of Simon Kogan, (Oct. 17, 2021) (“Kogan Letter”).

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Markets, Inc. (Oct. 1, 2021) (“Better Markets Letter”); Comment Letter from Public Investors Advocate Bar Association (Oct. 1, 2021) (“PIABA Letter”); Comment Letter f Law Investor Rights Clinic et al. (Oct 1, 2021) (“University of Miami Letter”); Comment Letter from Fidelity Investments (Oct. 1, 2021); St. John’s Letter; Morningstar Letter. received from the SEC’s Investor Advisory Committee

, Pace University Letter (“We believe that retail investors, particularly novice investors, believe that

making without investors being conscious of it.”); Comment Let American Securities Administrators Association (Oct. 1, 2021) (“NASA Letter”) (“

effects of technologies on investor behavior generally.” Practice Growth Partners (Sept. 30, 2021) (“Aikin/Mindicino Letter”) (“[A]

”); Letter from Morgan Stanley Wealth Management (Oct. 1, 2021) (“Morgan Stanley Letter”) (while noting existing protections, stating that “[s]hould the Commission believe

technological landscape”) (“As the SEC continues its review of standards applicable to harmful digital platform environment.”)

(

“ Robinhood’s in adopting Reg BI, explicitly stating that Reg BI does not apply to this model.”).

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could take to address firms’ use of DEPs

detailed opinions as to the application of an investment adviser’s fiduciary duty to DEPs.

Staff’s 2017 Robo

Pace University Letter (“D – in ways that are often in conflict with their bests interest.” (“

, IAA Letter (“ .”)

(Oct. 1, 2021) (“Envestnet Letter”); Comment Letter from Julius Leiman Wealthfront Corporation (Oct. 8, 2021) (“Wealthfront Letter”); NASAA Letter; Aikin/Mindicino Letter;

Monetary and Financial Alternatives, CATO Institute (Oct. 1, 2021) (“CATO Institute Letter”); Comment Investments LLC (Oct. 1, 2021) (“Stash Letter”); Wealthfront Letter; IAA Letter; Robinhood Letter; SIFMA Letter;

--- page 37 ---

(collectively, the “ conflicts rules”) associated with firms’ use of

firms’ existing regulatory obligations.

Citations herein to the “ proposed conflicts rules” reference each of the proposed conflicts rules as they

--- page 38 ---

consistent with the Commission’s prior

necessary amended its regulatory framework to protect investors while still allowing firms’ use of

37182 (May 9, 1996) [61 FR 24644 (May 15, 1996)] (“1996 Release”) (providing Commission views on (“2000 Release”) (providing interpretive guidance on the use of electronic media to deliver documents on

[Nov. 25, 2022]) (requiring layered disclosure for funds’ shareholder reports and graphical

,” and providing

(Nov. 3, 2022)] (“Electronic Recordkeeping Release”).

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on the industry’s expanding use of technology in the context of robo

(“Dodd Frank Act”) added section 211(h)(2) to the Advisers Act and

Commission to “promulgate rules prohibiting or restricting certain sales practices, conflicts of

Commission deems contrary to the public interest and the protection of investors.”

investors associated with firms’ use of certain technology in their interactions with investors,

(“2017 IM Guidance”)

(“2021 Risk Alert”)

alert.pdf (noting, “[n]early all of the examined advisers received a deficiency letter, with observations most often noted in the areas of: (1) compliance programs, including policies, procedures, and testing.”).

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firms’ use of

from conflicts of interest associated with firms’ use of PDA

investors’ interests

●

the firm’s or its associated person’s

that place the firm’s or its associated person’s

--- page 41 ---

.are designed to help facilitate the Commission’s

prevent firms’ conflicts of interest from harming investors

firm’s interest ahead of

a. Covered Technology

(stating, for example, that “[f]irms have recognized a new opportunity to advice technology.”) (“Proposed Outsourcing Rule”).

’ behaviors ( browsing history on the firm’s website

As an additional example, a firm’s use of a conditional auto

investor’s

issued by the firm’s af filiat

For the same reason, the use of a firm’s chatbot that

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1

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Do the terms “optimize for,” “predict,” “guide,” “forecast,” and “direct” appropriately scope the definition?

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Does the term “covered technology” adequately reflect the definition? Should such as “covered processes” or “covered methods”? Are there any other terms that should be used?

“investment

Is it clear what the phrase “investment related behaviors or outcomes” behaviors or outcomes that may not be “investment related” but should

the routing of customers’ orders,

related activities that may not be “behaviors or outcomes” that should be cove either “behavior” or “outcome” overbroad

as “investment related covered technology”

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b. Investor Interaction

conflicts rules include definitions for both “investor” and “investor interaction.”

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we are proposing to define “investor” so

an investor, including by exercising discretion with respect to an investor’s

a firm’s

and an investor’s account, on a discretionary or non

“pooled investment vehicle”

rules at (a) (defining “Investor”).

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to a firm’s use of covered technology rules’ predictions related to the firm’s intra

“back office” processes like

Although routing of customers’ orders duty of “best execution.”

--- page 52 ---

In contrast, when a firm’s

investor’s account

“ ” of covered technology

’ investment

’ s

firms’ use of

--- page 53 ---

prompts or marketing that “nudge” investors to take particular

been viewed as outside the scope of “recommendations” for broker

research pages or “electronic libraries” firms’ use of

investor’ investor’ “

(acknowledging that although a firm’s use of covered technology to solicit

firm’s chatbot

(fdiscussing the types of online communications may constitute “recommendations” factors to consider when determining whether a “recommendation” has been made by a broker

--- page 54 ---

these activities would not involve a firm’s use of covered technology under the proposed definition,

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providing the business hours of a branch office or the balance in the investor’s account, or to

trained to address the investor’s question. On the other hand, if a firm sought to employ a more

In either case, the exclusions would be limited to interactions that are “solely for the purpose” of the relevant category

The “solely for the purpose” language is

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to services “primarily for personal, family or household purposes.” Should we add such limitation in the

a firm’s use of covered technology? If the definition of “investor”

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The proposed definition of “investor” would incorporate the definition of “pooled investment vehicle” in rule 206(4) 8. Should we define the term “pooled investment vehicle” (or use another term)

Should we define “prospective investor” in the proposed rules? If so, how should we define this term and why? For example, should we define “prospective investor” as any person or entity that engages in some way with a firm’s services

, downloads the firm’s mobile app, visits the firm’s website, or creates a log

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1

--- page 59 ---

the routing of customers’ investor’s

--- page 60 ---

Do commenters agree that a firm’s

’ interests

person’s

’ interests

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transmission of conflicted actions across a firm’s investor base

a. Evaluation and Identification

for example, an investment adviser’s

firm’s investor interactions would continue to be subject to

--- page 62 ---

(for example, based on the firm’s based on research the firm conducts into other firms’ experience

firm at the time they are implemented, how the technologies are used, and the firm’s plans for

(Mar. 9, 2023), at 82 (“Chamber of Commerce AI Report”), (calling for “impact assessments” to help categorize potentially harmful uses of certain technologies in a

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it may determine that such conflict of interest does not actually result in the firm’s or an associated person’s interests being placed ahead of those of invest

language and the firm’s regulatory obligations to review the source code of the technology,

“explainability” features into the technology in order to give the model

weighting of the data may inform a firm’s determination of whether or not any

(describing complex or opaque technologies, sometimes referred to as “black boxes”).

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investors’ interests, or alternatively that any conflicts of interest that may exist have been eliminated or

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. In circumstances where the firm is relying only on the technology’s documentation, its

more scrutiny because the firm’s personnel may not immediately notice if the conflicts become

are trained on the firm’s compliance policies, and

those data points implicate the firm’s interest. In some cases, it may be difficult for the firm to

(discussing proposed testing requirement as it would apply to technologies that “drift”

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, a firm’s lack of visibility would not absolve it of the

“black box”

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We request comment on all aspects of the proposed conflict rules’ identification and

Do the proposed conflicts rules’ identification and evaluation requirements

firms’ compliance with those other regulatory requirements contribute to

interest being placed ahead of investors’ interests?anticipate? Should we define the terms “identify” or “evaluate” in the regulatory addition to covering conflicts of interest associated with firms’ associated persons’ use of covered technologies, should we prescribe any additional conflicts of interest associated with firms’ associated persons’ use of covered the Commission’s enforcement actions relating to undisclosed conflicts have involved conflicts of firms’ scope? Should we instead exclude “indirect” use in investor interactions? the rule text to explicitly include “indirect” investor interactions, for example by adding the phrase “directly or indirectly”? Alternatively, should the rule text clude a definition of “use” within the context of a firm’s would constitute “easily understandable to laypersons”? Alternatively, should the firms’ “explainability” features into the technology in order to give the model page 71 firms’ page 72 1 page 73 A firm also would be required to conduct testing before deploying any “material modification” of the technology, such as a modification to add new functionality like expanding page 74 improvements to be a “material modification.” During the time that the material modifications firm’s use of such previous version of the technology complies wi page 75 whether any of those factors are the firm’s interests (or act as proxies for the firm’s interests), or to estimate the effect of the methodology with and without the factors that involve the firm’s page 76 conflicts rules’ testing requirement, “implemented” for purposes of specifically define the term “implementation,” for example by defining it to mean covered technology on a “pilot” basis to a limited page 77 interactions that place the firm’s interests ahead of investors’ interests, or only would not be apparent when a technology has been “materially modified” for “material modifications” triggering retesting. Should we require testing of such page 78 data considered has been materially modified, should this be treated as a “material modification” for purposes of the proposed conflicts page 79 1 page 80 c. Conflict of interest would define “conflict of interest” broadly and make clear that, if a covered technology firm’s associated persons, the firm should evaluate the conflict and determine whether such page 81 persons ahead of investors’ interests and, if so, how to eliminate interactions that place the firm’s interests ahead of investors’ regardless of whether the firm places its interests ahead of investors’ interests. Revenue or profits page 82 would receive, the firm’s use of the covered technology would involve a conflict of interest regardless of whether the firm places its interests ahead of investors’ interests. particularly profitable to a firm (and is not always in investors’ interest), is intentionally addressed by the the effect on the firm’s interests, such as the firm’s profitability or revenue, it involves a conflict page 83 1 page 84 also use the term “conflict of interest” to describe a distinct, but related, concept? If so, should we use a different term other than “conflict of interest,” such as a “technology conflict” or a “potential conflict of interest?” The proposed definition of “conflict of interest” would also include interests of firms’ associated persons. What challenges, if any, would firms face due to this page 85 to covering conflicts of interest that arise due to the interests of firms’ associated diligence or policies and procedures, relating to conflicts of interest of firms’ definition of “conflict of interest” that would cover interests of entities firm’s interests? Should there be different standards for data that is itself covered technology has the potential to take into account the firm’s (or its associated persons’) interests, including the firm’s revenue or profits, directly or taken into account, such as the firm’s revenues or profits, or the degree to which it page 86 determining that a conflict of interest does exist but does not place the firm’s or its associated person’s of investors’ interests, or the firm would need to take additional Applicable law already limits firms’ already required to consider whether they could cause the adviser “consciously or unconsciously to render advice which is not disinterested.” technology may take into account an interest of the firm, it does not result in the firm’s interests being placed ahead of investors’ interests. For example, many investme nts financial models of a portfolio company’s three financial statements ( , the company’s balance An adviser’s consideration of metrics that are favorable to it, such as a potentialown interests being placed ahead of investors’ interests if the outcome is equally (or more)

investors, this would be an example of the adviser’s interests being placed ahead of investors’ interests because the investors are being deprived of an investment due to the adviser’s

explicitly and intentionally consider a firm’s intere likely to result in investor interactions that place the interests of the firm ahead of investors’

the firm’s or its associated persons’ interests are being placed , by reviewing how the outputs vary if the firm’s or associated persons’ interests are not considered).

place the firm’s interests ahead of investors’ incentive “to engage in speculative trading practices while managing client funds in order to realize or increase [contingent] advisory fees” such as incentive allocations). An adviser would still be required to

investors may send an automatic message to investors encouraging them to “hold steady” during

because it would consider a proxy for the firm’s revenues. However, if th

could reasonably determine that its interests were not placed ahead of investors’ interests, and

determination requirement. For example, if a firm built “explainability” functionality into the

features could review the output to determine whether the firm’s interests were being placed ahead of those of investors and, in any circumstance where it was not clear whether the firm’s

investors’ interests. If a firm cannot determine that its use of a covered tec

“should have ” standard in paragraph (b)(3) of the proposed conflicts rules addresses situations where a firm’s determination that a conflict of interest does not place its interests ahead of investors’ turns out to be unreasonable

“counterweight” to a conflict (that is, it could give more weight to certain investor

(discussing the “should have” identified standard). Firms that are unable to determine whether their own interests are placed ahead of investors’ for purposes of the proposed conflicts

36 (“[B]roker

“full and fair” disclosure

”). This is due to the “should have identified”

We request comment on all aspects of the proposed conflict rules’ determination

Does the proposed conflicts rules’ determination requirement

would firms’

that it has identified places or results in placing its or its associated persons’ interests ahead of investors’ interests

a firm’s or its associated persons’ interests ahead of investors’ i its or its associated persons’ interests ahead of investors’ interests? If so, is the rule clearer by including both phrases or should the proposed requirement eliminate the phrase “results in placing”? ahead of investors’ interests? Are there particular processes or strategies that should we specifically require the use of “explainability” features when the

ahead of investors’ interests)? Do firms use A/B testing to determine the effects of associated with “black box” technologies (where the outputs do not always make situations? How do firms using “black box” technologies to aid in making

r reasonably should be aware? Instead of or in addition to covering firms’ associated persons’ interes

--- page 95 ---

interest associated with firms’ associated persons? In addition to natural persons,

would not be a “conflict of interest” as defined under the proposed conflicts rules,

--- page 96 ---

e. Elimination or Neutralization of Effect

any conflict of interest it determines results in an investor interaction that places the firm’s (or its associated persons’) interest ahead of the

but the consideration of a firm’s interest, on its own, would not necessarily require that the firm

,

including situations where the firm creates technology that considers the firm’s or an associated person’s

--- page 97 ---

Under the proposed conflicts rules, a firm could “eliminate” a

the firm’s interest from the information considered by the covered technology. For

investments where its receipt of revenue sharing payments placed the firm’s interes investors’ interests could eliminate the conflict, among other methods, by ending revenue sharing

“neutralize the effect of” a conflict of interest by

any conflicts of interest not place the firm’s or associated person’s interest ahead of the

--- page 98 ---

favorable information subordinate to investors’ interests, and thus making the conflict “counterweight”

adviser, and thereby prioritizes the firm’s own profit over investors’ interests, the firm could eliminate this conflict of interest by removing any data that thus eliminating any bias in favor of the firm’s interest.

directing trades in the investor’s account.

--- page 99 ---

rovide a counterweight that prevents any consideration of the firm’s own interests from resulting in an investor interaction that places the firm’s interests ahead

harm to investors. For example, if the firm’s evaluation of the conflict indicates that the

t in investor interactions that place the firm’s or an associated

person’s interests ahead of investors’ interests in certain limited circumstances, a firm could

outcomes when “the issue lies in human information.”).personnel responsible for supervising the implementation of the firm’s ahead of investors’ interests “promptly” after the firm dete determined, that the conflict results in its own (or an associated person’s) interests being placed ahead of investors’ interests. Determining what constitutes “promptly” in any given situation favorable data is determinative of the technology’s outputs could be verified through A/B If it is determined before technology is first deployed that a conflict of interest exists that places the firm’s or an associated person’s interests ahead of investors’ interests, “prompt” elimination or neutralization of flicts of interest that place the firm’s or an associated person’s interests ahead of its investors’ interests, then eliminate, or neutralize the effect of,

assuming that its covered technologies do not result in its own (or its associated persons’ ) interests being placed ahead of investors’ interests. The “reasonably should have identified” their own (or their associated persons’) interests ahead of investors’ interests. Because firms’ use of covered technology is likely to be continuously changing, firms their interests ahead of investors’ interes

The proposed requirement is also designed to be consistent with a firm’s applicable clients’ interests to their own , they may not place their interests ahead of their clients’ an adviser would not satisfy the proposed conflicts rules’ informed consent to the adviser’s other business practices are p

clients at all times and must not subordinate their clients’ interests to their own. other interest ahead of the retail customer’s interests. Reg BI’s the firm’s comply with similar aspects of Reg BI’s

address compliance with certain aspects of Reg BI’s Conflict of Interest Obligation. Conversely, compliance with Reg BI’s Conflict of Interest Obligation could help a broker the proposed conflicts rules’ requirement t rules’ requirements and, Moreover, while compliance with the proposed rule’s requirements could help address compliance with Reg BI’s Conflict of Interest Obligation, a broker would still be subject to Reg BI’s other componen Obligation’s requirement for broker

designed to limit firms’ abilitie investors’ interest), is intentionally addressed by the proposed conflicts rules. We request comment on all aspects of the proposed conflicts rules’ elimination or the proposed conflicts rules’ elimination or neutralization would firms’ compliance with those other covering conflicts of interest associated with associated persons’ use of covered interest that place the firm’s interests ahead of investors’ interests as required

of interest associated with firms’ use of covered technologies will result in irm’s interest ahead of the investor interest? mean by “neutralize the effect of”? If so, how? I a firm’s interests ahead of investors’ interests under section (b)(2) of the proposed providing policies and procedures for “safe” use of the “counterweights,” or training the algorithm to ignore certain information) are

“counter signal” to train a learning model a useful way to eliminate, or neutralize other legal obligations, including standards of conduct? Do firms using “black box” algorithms curr firms’ including the duty to act in the investor’s best interest, particularly where they

As noted above, the definition of “investor interaction” “does not apply to or general administrative support.” Under the Commission’s rules, investment advisers historically have been required to “adopt and implement” policies and procedures that are “reasonably designed to prevent violation” of the

“establish, maintain, and enforce” policies and procedures that are “reasonably designed to achieve compliance with” the particular rule

7(a) (investment advisers required to “a ”)

) (broker dealers required to “establish[], maintain[], and enforce[] written policies and ”). In order to assist firms with compliance with the proposed conflicts rules’ policies and procedures requirement firms deploying certain technologies “having sufficient understanding of the system to provide effective human oversight”).

proposed conflicts rules’ requirement to have policies and procedures used to train the technologies, “explainability” requirements, specific training for technical staff, firm’s use of a conflicts rules’ Does the proposed conflicts rules’ policies and procedures requirement firms’ compliance with those other regulatory requirements contribute to the particular written descriptions and review to be required by a firm’s policies added, deleted, or modified to better ensure firms’ compliance with paragraph (b) maintaining an explicit reference to a firm’s associated persons in paragraph (b) firms’ associated persons?complying with the proposed conflicts rules’ requirement to eliminate

In addition to assisting the firm’s internal staff, the Commission’s examinations staff in assessing the firm’s compliance with the entirety of the proposed conflicts

technologies might be used in, the firm’s written description

paragraph (b)(1), a firm’s policies and procedures would be required to include a

that might impact the firm’s investor interactions through the use of covered technology

, in the case of a “black box”

the application of the firm’s elimination or neutralization procedures

Does the proposed conflicts rules’ requirement that firms include written

would firms’ compliance with those

Should we require that the written description of the firm’s

“material features” beyond those features that present conflicts of interest? If not, define “material features” for the purpose of the proposed rule? as “material features”

b. Written Description of Determination Process

firms’ policies and procedures

the firm’s

In addition to assisting the firm’s the Commission’s

assessing the firm’s compliance with

as to the firm’s process of the firm’s process

,

would firms’ compliance with those

Should we require the written description of the firm’s process for determining

,

in addition to a description of the firm’s process for making such a

c. Written Description of Process for Determining How to Eliminate, or Neutralize the Effects of, Conflicts of Interest

also require that firms’ policies and procedures

the firm’s associated persons

will also assist the firm’s internal staff, as well as a firm’s

interactions, the firm’s

consideration of the factors that reflect the firm’s interest, by disabling a part of the technology, firm’s use of covered technologies.

Because a firm’s policies and procedures would need to address all covered technologies

when a firm’s the firm’s written description

would firms’ compliance with those

eliminated or neutralized, in addition to a description of the firm’s process for

the written description of the firm’s

Should a firm’s policies and procedures be required to specifically address the conduct of individuals? For example, should a firm’s policies and procedures be of the firm’s personnel,

the firm’s policies and procedures

d. Annual Review of the Adequacy and Effectiveness of the Policies and Procedures and Written Descriptions

conflicts rules’

’s

firms’ annual review identifies any policies and procedures and written descriptions as being

(“Advisers Act Compliance Rule”)

dealer’s applicable FINRA rules.” dealer must “have its

review and certification obligations under FINRA’s rules, in order to increase the organizational

would firms’ compliance with those

a firm’s use of covered technology

both the firm’s compliance staff, as well as examination as applicable), assess the firm’s

firm’s

completed so that staff are able to assess whether the firm frequently relies on “stale” information.

firms’ associated person’s

and a description of the firm’s analysis that

assessing firms’ compliance with

the firm’s

a firm’s use of

would firms’ compliance with those

“backup” documentation

’s use of covered technologies

more technology? Should we also require records of disclosures about a firm’s or associated person’s conflicts asso

may have on the market’s efficiency,

Likewise, a firm’s identification of such conflicts

firm’s compliance with applicable Federal securities laws.

firms’

develop advice and recommendations that are then transmitted to investors through the firm’s chatbot,

The proposed conflicts rules’ definition of “conflict of interest” is broader than how economists usually define “conflicts of interest” such

agent problem. One economist’s definition of “conflict of interest” is “a situation in which a party to a transaction can potentially gain by taking actions that adversely affect its counterparty.” Hamid Mehran & René M., , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 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, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,place the firm’s interest ahead of investor’s interest (“Korniotis”); (“Trading Is Hazardous”); Brad M. Barber (“Boys Will Be Boys”)

firm’s interest above associated with firms’ of the firm’s relationship

Study on consumers’ attitudes towards Terms and Conditions (T&Cs (“GameStop Report”)

regulatory assets under management (“ ”)

“ ” differently for investment advisers as compared to dealers. For investment advisers, “investor” is defined as any prospective or current client “investor” one used for “retail investor” in Form CRS

According to the Federal Reserve Board’s 2019 individual retirement account (“ ”)

The data is obtained from the Federal Reserve System’s 2019 Survey of Consumer Finances (“SCF”)

“Business professionals”

Capital One Brings ‘Humanity’ to Its

BI’s Conflict of Interest Obligation

the firm’s interests ahead of investor’s interest on’t

a. Investment Advisers

An adviser’s fiduciary duty, which (“Capital Gains”) (“Compliance Programs Release”)

its client’s interest to its own. interest ahead of its client’s information about the adviser’s investment adviser’s business practices and conflicts of interests, (“Under federal and state law, you are a fiduciary and must make full disclosure to your clients of all material facts relating to the advisory relationship.”). at section I (“Since 1979, the Commission has required under the Advisers Act.”) (citations omitted). , at section I. (“To allow clients and prospective clients to and understand.”); , at section I.C. (“In order for disclosure to conflict of interest and make an informed decision whether to provide consent.”) and at n.59.

“retail investors” advice in the client’s best interest, based on a reasonable understanding of the client’s objectives. Form CRS, General Instructions (“Under rule 17a deliver to retail investors a relationship summary disclosing certain information about the firm.”).

2628 (Aug. 3, 2007) [72 FR 44756 (Aug. 9, 2007)] (“[Our] intent is to prohibit all fraud on investors in pools managed by investment advisers”).

any potential benefits connected with or resulting from the investment adviser’s the Advisers Act rules apply to an investment adviser’s conduct for the entire scope of its relationship with its client, regardless of whether the adviser’s conduct relies on the use of U.S.C. 78cc(a) (“Any condition, stipulation, or provision binding any person to waive compliance with any void.”)

dealers’ current use of (Inherent in the relationship between a dealer and his customer is the vital representation that the customer the profession.”); No. 95, at 238 (1st Sess. 1963) (“An obligation of fair dealing, based upon the general antifraud provisions of the Federal securities laws, rests upon the theory that even a dealer at arm’s length impliedly represents ngle that he will deal fairly with the public.”); FINRA Rule 2010 (Standards of dealers subject to Reg BI to “[i]”); dealers subject to Reg BI to “[i]”); FINRA Rule 3110(c)(3) (firm must “material adverse facts of which it is aware.” For example, when engaging in transactions directly with

are required to provide “retail investors” with Form CRS, which –and financial professional– “disclose .”

of recommended transactions is not excessive and is in the retail customer’s best interest when taken together in light of the retail customer’s investment profile.

Securities Act [of 1933] if “in the offer or sale” of any securities, the broker dealers’ written (including electronic) communications

dealer’s use of FINRA Rule 2210’s prohibition on projected performance and dealers to use “investment analysis tools” provided certain conditions are met. describe the criteria and methodology used, including the tool’s limitations and key

reasonably supervise another person subject to the firm’s or the person’s supervision that dealers’ supervisory the firm’s

c. Third-Party Service Providers

firms’ compliance with Commission a client’s informed consent themselves from violating the adviser’s fiduciary duty, such disclosure and satisfy the adviser’s duty to act in the client’s best interest.

technology, but would not change advisers’ underlying obligation the firm’s associated persons retail customer’s

rules’ firm’s interests ahead of investors’ interests or associated person’s firms’

a. Proposed Conflicts Requirements

i. Evaluation and Identification “covered technology ” “investor interaction,” and “conflict of interest” are defined broadly

’s interests ahead of investors’ the firm’s

ii. Determination, Elimination, and Neutralization conflicts of interest that place the firm’s or an associated person’sthe requirements of the investment adviser’s fiduciary dealer’s rules’ conflict of interest obligations would cover the entirety of investment advisers’ interactions with investors, and for broker firm deriving greater benefits from the investor’s resulting actions, for instance by overcoming a covered technology, eliminating or neutralizing effects that place the firm’s person’s , the firm’s interactions with them. conflicts of interest that place the firm’s its associated persons’ , interest, determination of which conflicts of interest place the firm’s or an associated person’s

,

b. Policies and Procedures

i. Written Description of Process Evaluating Use, Material Features and Conflicts of Interest of Covered Technology

interest that place the firm’s interest ahead of investor ’

ii. Written Description Determining Whether and How to Eliminate, or Neutralize the Effect of, any Conflict of Interest

iii. Review of Written Description

c. Proposed Recordkeeping Amendments

the firm’s compliance staff, and aid examiners ’s

The proposed recordkeeping amendments would help ensure that a record of a firm’s use with the firm’s other existing recordkeeping obligations. The proposed reco amendments would also help facilitate the Commission’s

a. Direct Costs

i. Proposed Conflicts Rules – Eliminate, or Neutralize the Effect of, Conflicts of Interest

Similarly, a firm’s costs are likely to vary depending on the nature of covered technology , the firm’s business model, the technology optimizes over factors other than the firm’s or an associated person’s which may correlate with the firm’s ’s

ii. Proposed Conflicts Rules - Policies and Procedures

such covered technology’s implementation or material modification

iii. Proposed Recordkeeping Amendments

maintain information about the firm’s use of covered technology in investor interaction regarding the firm’s use of covered technologies

b. Indirect Costs

that the firm’s existing obligations maintain information about the firm’s use of covered technology in investor interaction regarding the firm’s use of covered technologies

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation in the efficiency of the firm’s ability to provide advice would be decreased.

the firm’s or an associated person’s investor’s could increase participation insubject to the proposed conflict rules’ requirement to

any potential benefits connected with or resulting from the investment adviser’s services or

s on an adviser’s use of

disclosure of firms’ services, fees and costs, disclosure of certain business practices,

“business” records, they

extent that the entities’ use of covered technologies places their interests ahead of investors.

whether any such conflict of interest places or results in placing the firm’s or its associated person’s interest ahead of investors’

“SBREFA,” we must advise OMB whether a proposed regulation constitutes a “major” rule. Under SBREFA, a rule is considered “major” where, if adopted, it results in or is likely to result

PART 240 — GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934

exercising discretion with respect to an investor’s account;

to such covered technology’s implementation or material modification, which must be updated

PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940

The investment adviser’s

Any restrictions placed on the investment adviser’s use of the

adviser’s use of

exercising discretion with respect to an investor’s account

to such covered technology’s implementation or material modification, which must be updated