Flashcards in Chapter 8.4 Deck (34):
Supervision of Broker/Dealer activities
Each member must establish, maintain, and enforce WSP's which will enable them to properly supervise the activities of each principal, RR, and associated persons. WSPs are required for all businesses conducted by the member firm. Final responsibility for proper supervision rests with the FINRA member firm. When a B/D updates it's supervisory policies and practices manuals, copies of the old manuals must be maintained for 3 years after termination of use.
**The assignment of each registered person to an appropriately registered principal who shall be responsible for the review and supervision of that persons activities, including the review of all transactions
Risk based review systems
Firms are permitted to use risk based review systems to review its transactions in the firm's investment banking and securities business. Such procedures and systems must be reviewed by a principal, and such review must be documented in writing.
Firms must have procedures in place to identify if any insider trading laws or rules have been violated for all securities transactions including:
-Accounts of the firm
-Accounts introduced or carried by the firm
A covered account is any account held by:
-The spouse of a person associated with the firm
-A child of a person associated with the firm, or that persons spouse, provided the child resides in the same household
-Any other related or individual person over whose account the associated person has control or materially contributes financial support
Annual certification of compliance and supervisory procedures
-Each member firm must designate one or more principals as chief compliance officer
-Each member firm's CEO must certify annually that the member has in place procedures and processes to establish, maintain, review, test, and modify written compliance policies and procedures to comply with FINRA, MSRB, and federal securities laws and regulations
-The CEO must have one or more meetings with every CCO either individually or collectively, every 12 months. CCO must be registered as principals. These individuals are not prohibited from having other job responsibilities
-Annually, no later than July 31st, a clearing member firm must provide in writing a notice regarding "exception" reports to its introducing member's CEO and CCO and the introducing firm's designated examining authority. "Exception" reports are created by firms as a key aspect in maintaining their supervisory procedures and complaints.
-If a clearing firm receives a complaint from a customer of one of it's introducing firms, the clearing firm must send a copy of the complaint to the introducing firm and must notify the customer that the complaint has been received and copies have been sent to the introducing firm and it's designated examining authority. The SEC is not notified nor does it receive a copy of the complaint.
Contact Information Requirements
FINRA member firms must identify and designate a contact person who is responsible for receiving regulatory email notifications. Firms must update such information not later than 30 days following any change in such information. Firms must also update this contact information with FINRA within 17 business days after the end of each calendar year, annually.
**The member firm must comply with a FINRA request for such information no later than 15 days following the request.
Membership in FINRA
Member firms can indicate membership in FINRA according to the following rules and guidelines:
-Solely as a matter of record in trade directories or other business listings
-Solely with identification on letterheads, booklet covers, sales literature, as long as the use is only for identification purposes and is in smaller type and separate from the regular text
-On the door or entranceway of a member's principal or branch office
-But such indications cannot be used in the promotion of a security.
FINRA membership or registration is NOT available to applicants except by order of the SEC in the following situations:
-Where the B/D has been suspended or expelled from a national securities exchange for violating just and equitable principles of trade
-Where the SEC or a stock exchange has an order revoking or denying the registration of the B/D.
-Where the individuals have been convicted in the last 10 years of a felony or misdemeanor involving embezzlement, misappropriation of funds, etc.
-Where the individuals do not meet the training and experience standards or other standards that the FINRA Board of Governors may feel necessary
Dues and Assessments of FINRA
Any member firm may be suspended for failure to pay any assessed dues, fines, or assessments except that a member will generally will not be suspended for failure to pay fines for minor rule violations.
Member firms or persons associated with member firms that reference their FINRA membership on their website are required to provide a hyperlink to FINRA.org where the reference is made. However, member firms may not use the FINRA logo under any circumstances.
Disclosure of financial condition to customers and other members
-Any member of the FINRA association who is a party to an open transaction or who has, on deposit, cash or securities of another member, must furnish upon written request of the other member, a statement of its financial condition as disclosed in its most recently prepared balance sheet.
-Any member firm must make available to a bona fide customer, upon request, the member's financial condition as disclosed on its most recent balance sheet, either in hard copy or electronically, if the customer has consented to electronic delivery.
**The financial condition of the firm does not have to be provided to "prospective customers"
An adjudicator or FINRA staff has the right to do what?
-Require the member or person associated with a member to provide information orally or in writing or electronically and to testify at a location specified by FINRA, under oath with respect to the matter
-Inspect and copy the books, records, and accounts of such member or person with respect to the matter
-If information is provided electronically it must be "encrypted" and cannot be assigned without a confidential process or key.
**The member or person associated with the member will not be suspended while the investigation is being done.
Dealing with Non-Members
-The term "non-member" includes suspended or expelled dealers or B/D's that are not members of FINRA. If a member is suspended by FINRA other member firms must treat that firm as if it were a non-member firm.
-No member can allow any non-member any selling concession, discount, or allowance not allowed to members of the general public. Selling concessions and discounts may be given only to other FINRA members.
-No member can join with any non-member in any distribution of an issue of securities to the public.
-No member can sell or buy any securities from a non-member at any price other than that at which business would be done with the general public
-Eligibility in FINRA is limited to B/D's handling transactions in any branch of the investment banking or securities business.
**These rules do not apply to B/D's that deal exclusively with U.S. Government and municipal securities.
Continuing Commissions Policy
-Continuing commissions may be paid to RR's after they are no longer employed by a member(or to their widows or beneficiaries) if a bona fide contract exists before the RR leaves the firm.
-No commissions or other form of compensation may be paid if the RR is suspended or expelled from FINRA. A suspended person cannot remain associated with members in any capacity. Also, if a registration is revoked, an individual cannot be registered again until and unless approval is given by the SEC. The individual can however, seek employment with a non-member financial institution.
B/D's conducting business in financial institutions
-Brokerage services must be conducted in a separate distinct physical location from the area where retail deposits are made
-Brokerage services must be clearly identified as being separate from the deposit activities
-The member's name must be clearly displayed in the area where brokerage activities are conducted
-At or prior to the time that a customer account is opened, the B/D must disclose in writing to each customer that securities transactions are NOT FDIC insured and that deposits on securities are subject to investment risk and are not guaranteed by the financial institution
-The member firm must promptly notify the financial institution if any person of the B/D is terminated for cause
Business Continuity Plan
Member firms are required to establish and maintain, with annual updates, a Business Continuity Plan. Such plans must be approved by a registered principal who is also senior management of the member. Each plan must address:
-Data back-up and recovery
-All mission critical systems
-Financial and operational assessments
**Disclosure of the firm's business continuity plan must be made to customers in writing at the account opening, posted on the firm's website and mailed to customers upon request.
Firms engaging in investment banking services are required to do what with FINRA?
Required to file written reports with FINRA by filing a written reports with FINRA within 10 business days of each calendar quarter regarding internal investigation regarding insider trading which includes:
-The firm's identity
-Commencement date of the investigation
-Status of the investigation
-Resolution of any investigations
Insider trade violation
If a firm determines an insider trade violation has occurred, the firm must notify FINRA by filing a written report, either hard copy or electronic, within 5 business days of the completion of an investigation.
Investor Education and Protection
At least annually member firms must provide the following information to customers:
-The FINRA brokercheck disclosure hotline phone number
-The FINRA regulation website address, and
-A statement as to the availability of the investor brochure
**Member firms that do not carry customer accounts are exempt from the above requirements
Disclosure of financial condition to customer
FINRA member firms must send a statement of the firm's financial condition to their customers semi-annually. The statement must include:
-An unconsolidated balance sheet
-A statement of net capital
-Subordinated loan information
**If an existing customer with cash or securities positions with the firm requests a copy of the firm's financial statement, then it must be provided upon request. Perspective clients do not have to be provided with the firm's financial statements.
Disclosure of control relationship with issuer
A member firm which is controlled by or under common control with, the issuer of any security, shall, before entering into any contract with or for a customer for the purchase or sale of that issuer's security, disclose to the customer the existence of such control, and if such disclosure is not made initially in writing, it shall be supplemented by the giving or sending of written disclosure to the customer at or before the completion of the transaction.
Soft Dollar arragements
A way for financial institutions like investment advisory firms and mutual funds to pay for services provided by B/D's with order flow rather than the institution paying cash for services like research.
-Acceptable: Research, Analytical software, holding seminars for customers.
-Not Acceptable: Computer hardware, telecommunication lines, office equipment, reimbursement of travel expenses, operational overhead, meals
Payment or reimbursement by an investment company is connection with meetings held by an investment company or by a member for the purpose of training or education of associated persons of a member would be permitted provided that:
-The record keeping requirements are met
-Associated persons obtain the member's prior approval to attend the meeting and attendance by a member's associated persons is not preconditioned by the member on the achievement of a sales target or any other incentives pursuant to a non-cash compensation arrangement
-The location is appropriate to the purpose of the meeting, which means an office of the investment company or the member, or a facility located in the vicinity of such office, or a regional location with respect to regional meetings
-The payment or reimbursement is not applied to the expenses of guests of the associated person; and
-The payment or reimbursement by the investment company is not preconditioned by the investment company on the achievement of a sales target or any other non-cash compensation arrangement permitted
Disclosure of Participation or interest in a primary or secondary distribution
Member firms that participate or have a financial interest in either a primary or secondary offering must disclose such participation or financial interest in writing at or before the completion of the transaction with the customer
Definition of "Covered Member" under Pay-to-Play Rules
Any member that solicits a government entity for investment advisory services.
Definition of "Covered Associate" under Pay-to-Play Rules
-Any general partner, managing member or executive officer of a covered member or other individual with a similar status or function;
-Any associated person of a covered member who engages in distribution or solicitation activities with a government entity for such covered member; and
-Any political action committee controlled by a covered member or a covered associate
Definition of "Governmental Entity" under Pay-to-Play Rules
Includes all state and local governments, their agencies and instrumentalities, and all public pension plans and other collective governmental funds, including participant-directed plans such as 403b, 457 and 529 plans.
Definition of "Official of Government Entity" under Pay-to-Play Rules
Includes an incumbent, candidate or successful candidate for elective office of a government entity if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser.
Definition of "Contribution" under Pay-to-Play Rules
Any gift, subscription, loan, advance, or deposit of money or anything of value made for:
-The purpose of influencing any election for federal, state or local office
-Payment of debt incurred in connection with such election; or
-Transition or inaugural expenses of the successful candidate for state or local office.
**FINRA would not consider a contribution to include:
-A donation of time by an individual
-A charitable donation made by a covered member or an organization that qualifies for an exemption from federal taxation under IRS rules
Prohibitions under Pay-to-Play Rules
- A two-year prohibition on engaging in distribution and solicitation activities with the government entity following a political contribution made to that entity. The rule attributes to a covered member contributions made by a person within 2 years of becoming a covered associated and/or becoming a covered person within 2 years of making a contribution. The 2 year time out is triggered by contributions.
-A prohibition on the use of third-party solicitors who are not themselves covered persons
-A prohibition on "bundling" and other efforts by covered associates and advisers to solicit political contributions to certain officials of a government entity.
Exceptions to the two-year time-out period
-Contributions of $350 or less per election, for any election in which the covered associate is entitled to vote.
-De minimis contributions of $150 or less per election, for any election in which the covered associated is NOT entitled to vote.
-There is a new covered associate exception if a natural person made a contribution more than 6 months prior to becoming a covered associate.
Covered Investment Pools
Provides that a covered member that engages in distribution or solicitation activities with a government entity on behalf of a covered investment pool, such as a registered investment company, hedge fund, private equity fund, venture capital and investment trust, in which a government entity invests or is solicited to invest shall be treated as though the covered member was engaging in or seeking to engage in distribution or solicitation activities with the government entity on behalf of the investment adviser to the covered investment pool directly.