Business Practices Flashcards
Unethical vs. Fraudulent
For something to be fraudulent, it will exhibit a willful intention to deceive someone about a material fact. Must deliberately mislead someone. Ex: Purposely falsifying data on registration statement.
An unethical practice is traditionally done without intent. An untrue statement is considered unethical and “not” fraud.
Misleading Statement
Exaggerating the performance or inaccurately stating the issuer earnings, or projected earnings of a security to induce someone’s interest. Misleading statements can be potential fraud.
Define Guarantee
Guaranteeing is a big no no. it’s defined as to guarantee principal, interest, or dividends.
When is the use of the title Investment Council permitted?
In circumstances where acting as an advisor is the main part of their business. The advisor using this title must have a large part of the business consist of supervisory services. Also, is they provide continuous advice regarding a clients investments based on client needs.
Can Advisers use acronyms like RIA for registered investment adviser?
No it is strictly prohibited
Omissions of material fact
Withholding a material fact is a fraudulent act. Examples are: Acquisition, Industry changes, changes in competition, changes in management and risks associated with particular investments.
Inflated language
Using inflated language can be misleading. Ex: “can’t miss” or a “sure winner” are not acceptable
Is Spreading Rumors unethical or fraudulent?
Fraudulent and is prohibited. Creating rumors to cause changes in the price of a security can result in prosecution at both federal and state levels.
Does the Administrator approve of securities for sale?
No. An gent or IAR cannot state that the Admin approves a security for sale. They also cant misrepresent the nature of their own registration or their firm.
If being registered as an agent doesn’t constitute approval by the Admin, what does it mean?
It just means they satisfied the conditions set out by the state
Bona Fide knowledge
Agent or IAR cannot state that a security is about to be listed without having Bona Fide knowledge
When must a prospectus and disclosure documents be provided? And what must be on the front cover?
No later than the due date of the confirmation of the transaction. If a security is registered federally and at state level, there must be a legend on the front cover and state that the securities have not ben approved or disapproved.
If a security is ONLY registered under the State, what are the three things that the cover legend must say?
- The security or offering has not been approved, disapproved, endorsed or recommended by the state Admin
- The investor should make an independent decision whether it meets their investment objectives and risk tolerance
- The Admin has not confirmed the accuracy, truthfulness, or completeness of the disclosure
Where should the Risk Disclosure be located on the Prospectus and what must it define?
- The prospectus should provide a detailed list of material risk factors associated with the offering. This list should immediately follow the cover page
- Risks associated with the offering should be prioritized in order, with the most significant first
Risk Factor Captions
Should stand out by italicizing, bolding, or underlining items to help the reader to quickly comprehend the nature of each particular risk
Advertising must be accurate, balanced and complete. What are potential problems?
- Nonfactual data
- Material based on conjecture
- unfounded or unrealistic claims or assertions
What are other forms of advertising?
Brochures, fliers, pictures, graphs or other displays
Advertising
Communication that goes to more than once person and offers new or additional services. Admin can require filing with the State but cannot make this request of exempt or federal covered securities or persons
When are Testimonials and Endorsements permitted?
If there is a written agreement with the promoters and the communications are supervised
In terms of Testimonials and Endorsements with advertising, when is the promoter exempt from a written agreement?
If the promoter is affiliated with the adviser or is the promoter receives $1,000 or less in compensation (de minimis). The following disclosures must be provided:
- Client status
- Compensation status
- Conflicts of Interest
Advertisements may not:
be misleading or false, state that reports will be free, unless they are free, and represent a chart or graph that determines buy and sell times, or contain any untrue statement of material fact, or be false and misleading.
How may recommendations be provided?
With fair and balanced communications regarding any associated risks
Are Third Party ratings allowed in Advertising?
No, unless the nature of the ratings is disclosed
Under what conditions is performance information allowed for Advertising?
Must meet the following conditions:
- Net performance is included with any advertised gross performance
- Specified time periods provided
- Results include all portfolios with similar investment policies, objectives and strategies
- Performance of subsets of portfolio must include entire portfolio
- Hypothetical Performance may only be used if the advisor has adopted and implemented policies to ensure the performance is relevant based on intended audience
Is one on one communications Advertising?
No
Where must marketing practices be provided to?
Advisers must provide information regarding marketing practices to the Admin or SEC
In terms of Customer Interactions, what may a BD or IA NOT do?
- Employ any device, scheme, or defraud a client
- Engage an any act, practice, or course of business which operates as fraud
- Engage in dishonest or unethical practices
Suitability
If suitability cannot be determined, the recommendation cannot be made
Selling Dividends and why they are bad for investors
Encouraging a client to purchase a security just prior to the payment of a dividend. The security price is reduced by the dividend upon payout and the investor may suffer a loss in taxes owed on the receipt of the dividend.
If there is no Discretionary Authority, does each transaction have to be approved?
Yes by the client. Unauthorized trading could occur when an agent is attempting to churn the customers account to gain commissions. Unauthorized trading violations can also occur when attempting to do what is in the best interest of the client
How is Trading Authorization provided?
By giving Power of Attorney (POA) to the 3rd party
Limited Power of Attorney
Allows the 3rd party to place trades, but not remove assets
Full power of Attorney
Allows 3rd party to place trades and remove assets
Durable POA?
Remains legally enforceable if the client becomes retarted
Non-Durable POA
Ceases if client becomes retarted
How many days can Discretionary transactions occur?
10 days under verbal discretion. Within the first 10 days of the first transaction, the advisory firm must have written authorization on clients file
Action (Buy or Sell), Asset (Name), or Amount
If a customer gives agent instructions to buy a stock, but doesn’t specify all 3 A’s, they need written discretionary authority with manager approval to place trade
How long does an agent have to place a trade if the client specifies the 3 A’s verbally?
It’s only good for the business day
For Brokerage Accounts, when must discretionary trades be approved?
Must be approved by Principal promptly after each trade. All discretionary accounts must be reviewed at frequent intervals to review suitability.
Prudent Man Rule
Directs advisers “to observe how persons of prudence, discretion and intelligence manage their own affairs, not in regard to speculation, but in regard to the permanent disposition of their funds, considering the probable income, as well as the probable safety of capital to be invested.” Applies to IA’s
Uniform Prudent Investor Act (UPIA)
Federal act guideline for fiduciaries that manage client assets. Fiduciaries include: Trustees, executors or IA’s. The act specifically addresses trustees. It states that trustees must only make investment decisions based upon the needs of the beneficiaries.
What are the 5 adjustments to the standards of Prudent Investing?
- Portfolio must be measured by its total return
- Must be correlation between risk and reward based upon the clients risk tolerance
- Fiduciaries can invest in anything appropriate to clients objectives and risk tolerance
- Fiduciaries are expected to diversify client investment risks
- Fiduciaries can delegate investment functions to others, as long as safeguards are in place
Churning
Encouraging or completing a greater number of transactions considered unreasonable given the clients needs and is prohibited. The trades are excessive in size and frequency and the primary objective is to generate additional commissions or fees. Even if they’re profitable, doesn’t mean it’s okay
Cash Account
Account which customer pays for each trade in full. They are the typical accounts customers open
What information is required to open a Cash Account?
Customers name, SSN, physical address and date of birth. Only need Principals signature
Margin Account
Customer borrows money or securities from a BD to partially pay for trades. More risky than Cash Accounts.
What is needed to open a Margin Account?
NASAA states that a signed margin agreement is needed promptly after the initial transaction
What do Margin Agreements contain?
Signed hypothecation agreement, signed credit agreement, and may contain a loan consent agreement
Hypothecation Agreement
Permits BD to use some of customers securities as collateral for a bank loan in order to finance the margin account debt
When must a customer receive a margin risk disclosure document?
At or before opening the account and on an annual basis
What information is required at a minimum for a an Option Account to open?
- Investment objectives
- employment status
- estimated annual income
- estimated net worth
- estimated liquid net worth
- marital status and dependents
- age
- investment experience
After the Options account form is approved, where must the RR take the form?
To the Registered Options Principal
When must a customer receive a copy of the Characteristics and Risks of Standardized Options or Options Disclosure Document?
At or before the time when the option account is approved
Once the account is approved, how long until the BD obtains the signed Options Account Agreement?
15 days
What type of option account is not always approved?
Uncovered option writing. Not all option accounts are approved for all types of option trading
Trust Accounts
The grantor, or creator of the trust, will include a statement of intent in the trust agreement to specify the needs of the beneficiaries in their decisions
In the absence of instructions for the Trust Account, How should the trustee make decisions?
Use their best judgement
Revocable Trust
Allows the grantor to retain control over the assets in the trust and change beneficiaries
Irrevocable Trust
Terms cannot be changed and the grantor gives up control of the assets once trust is created
What rights do customers have in terms of being provided information?
Customers have the right to receive certain information upon request and if not provided in a timely manner is prohibited
What are Unreasonable Delays?
BD’s and IA’s are engaging in unacceptable business practices if there are unreasonable delays in payment of customer free credit balances upon request or delays in placing purchased securities into customer accounts
Commingling
Mixing client and firm securities and is prohibited. May use omnibus account where advisory firms aggregate all client securities into one account.
Is it okay to borrow and lend to customers?
NO. Unless the customer is a bank. NASAA does not allow borrowing from friends or family but FINRA does