Chapters 14/15/16 Flashcards
(101 cards)
Time of trade disclosures (MSRB Rule G-47)
A muni securities dealer MUST disclose to clients all material info that’s either known or reasonably accessible to the market AT or PRIOR TO THE TIME OF TRADE. These disclosures can be made verbally or in writing.
- THIS RULE IS NOT SATISFIED BY SIMPLY DIRECTING A CUSTOMER TO A GENERAL INDUSTRY SOURCE OR ADVERTISING.
- These rules apply regardless of whether the transaction was solicited or not, it was a primary or secondary offering, or it is a principal or agency transaction.
- Material info is defined as any info a reasonable investor would want.
B/D capacities when executing customer trades
- Agency trade
- Dual agency cross
- Principal trade
- Riskless principal
- Net basis
Broker/Agent trade
When a BD buys or sells securities on behalf of a customer and earns a comission.
- Commissions must be disclosed in the customer’s confirmation.
Dual agency cross
When a BD matches a sale from one of its clients w/ a purchase from another one of its clients and charges both a comission.
- Commissions must be disclosed in the confirmations to each customer.
Dealer/Principal trade
When a BD sells securities out of its own inventory or buys securities into its own inventory when executing a customer’s transaction. Transaction prices are based on the market price of the security. The firm charges the customer a markup above the market price of the security. When the customer sells, the dealer marks down the proceeds received by the customer.
Principals MUST disclose markups/markdowns
Riskless principal
When a firm buys into inventory to fill preexisting customer orders. This is considered ONE trade.
Ex: Firm A receives a customer order to buy 1k shares of stock A. Firm A then buys 1k shares as a principal for their own inventory, and then resells the securities to the customer at the market price plus a markup. This allows Firm A to NOT be exposed to price risk.
Firms MUST disclose its capacity as a riskless principal AND the markup
- The profit earned is disclosed in the customer’s confirmation.
Net basis
Similar to a riskless principal trade, however when reselling the securities to the customer they sell the securities at a higher price, rather than charging a markup. This is considered TWO trades. The markup is NOT disclosed w/ net basis trades.
FINRA requires disclosure and consent requrirements when executing these
- RETAIL CUSTOMERS MUST PROVIDE WRITTEN CONSENT. INSTITUTIONAL CUSTOMERS MAY PROVIDE WRITTEN OR ORAL CONSENT OR USE A BLANKET NEGATIVE CONSENT ORDER.
- The profit earned on a net basis trade is not disclosed in the customer’s confirmation. Instead, both legs are reported as principal since they occured at different prices.
True or false: BDs never need an institutional customer’s consent when executing a net basis trade?
False, the customer must either provide oral consent before each trade, written consent before each trade, or blanket permission through a negative consent letter.
What is required when performing a net basis trade w/ fiduciaries?
BDs must provide disclosure to the party that has trading authorization, obtain permission from that party, and follow the same disclosure requirements depending on whether the fiduciary is a retail customer or institutional customer.
Soft-dollar arrangemens
Rebates that IAs get for channeling some/all of their trades through certain BDs.
Conditions that must be met to use soft-dollar arrangements
- The IA must be exercising discretion over the accounts of others.
- The BD must provide the IA w/ services that assist the IA in making trade decisions (ex: equity research reports).
- The IA must determine that value of the BD’s services is reasonable in relation to the commissions being paid.
The key is that the services received by the IA MUST benefit the client!
Acceptable uses of soft-dollar arrangements
- Research reports
- Discussions w/ RAs
- Software for analyzing portfolios
- Certain types of trading software
- Market & economic data services
- Coverage of attendance fees for a conference/seminar.
Account statements
BDs MUST provide customers w/ account statements quarterly (however monthly is more common in practice) that contain:
* A description of all security positions
* All money balances
* All account activity since the last statement
Can a BD hold a client’s mail if they’re away from their usual address?
Yes, as long as the firm:
* Receives written instructions which contains the time period to hold the mail. If longer than 3 consecutive months, the customer’s instructions must include a valid reason. Convenience is not a valid reason.
* Gives written disclosure to the customer regarding alternative methods of mail delivery (email, through the BD’s website, etc.)
* At reasonable intervals, verifies the customer’s instructions still apply.
True or false: The SEC requires brokerages to provide a current B/S and/or IS to customers upon request?
False, just the B/S.
True or false: When a customer’s accounts are transferred internally (ex: when a RR leaves and the customer is transferred to a new RR), the account records must be amended and that requires the re-approval of the customer, completion of the new account form, and the notification to the appropriate regulatory authority.
False, when a customer’s account is transferred internally, account records must be amended to but that does NOT require the re-approval of the customer, completion of the new account form, or the notification to the appropriate regulatory authority.
Disclosures that MUST be made prior to execution:
- Risks associated w/ specific investments (ex: options, penny stocks, etc.)
- Conflicts of interest
- Investment limitations of the firm
Disclosures of costs and fees
BDs must disclose to clients when these types of fees are involved w/ a transaction:
* Mutual funds (Must disclose what class the mutual fund shares are and what kind of load charges there are)
* Annuities (Surrender charges and mortality expenses)
* Non-discretionary fee based accounts (ex: IA fees)
* Soft-dollar arrangements
Rule 10b-10
Requires that confirmations be given to customers AT or BEFORE the completion of any transaction that includes:
* The identity and price of the security
* The quantity being purchased/sold
* The date of the transaction and time of execution (or a statement that the time will be furnished on written request)
* The capacity in which the BD acted
* The price and yield on debt securities
* Whether a security is callable and a statement that more info can be provided on request
* The settlement date
* The name of the contraparty or a statement that it’ll be furnished upon request
True or false: If an RR has discretion over a customer’s account, trade confirmations do NOT need to be sent to the client after every transaction?
False, they do. Trade confirms may be sent to an investment adviser or other third party, but only if the written consent of the customer is obtained.
FINRA account updating requirement
If a customer provides a BD w/ an updated account, the BD MUST send a revised copy of the account record to the customer within 30 days after the BD received the notification.
Things BDs should regularly check for when updating accounts
- Changes in address
- Changes in financial situations
- Changes in investment objectives
SEC recordkeeping format requirements
Firms can keep records written or electronically. If the firm uses electronic, it must notify regulators prior to the beginning of its usage. Also, if the firm changes the form of electronic storage media being used, it must notify regulators 90 days before switching.
SEC recordkeeping requirements for firms using electronic storage:
- Maintain records in non-editable and non-erasable formats
- Automatically confirm the quality and accuracy of the media recording process
- Maintain records in serial form w/ time and date info to show required retention period.
- Be able to download the indexes and records maintained to any medium that’s accepted by the SEC or other SRO of which the firm is a member.
- Allow SEC and SROs to immediately review files.