Chapter 14 - Business Conduct Rules Flashcards
Which two of the following documents would be considered an advertisement under MSRB rules?
I. a dealer offering sheet
II. an abstract of an official statement
III. a form letter
IV. an interoffice memo
A) II and III
B) I and II
C) II and IV
D) III and IV
A) II and III
Answer Explanation
Materials prepared by dealers, or third parties on their behalf, that is designed to communicate with the public are advertisements. Preliminary Official Statements, Official Statements, dealer offering lists, and memos for internal use only are not communications with the public. An abstract or summary or abstract of an Official Statement and form letters are considered advertising.
Textbook Reference
Please see textbook section 14.5.4
For communications with the public to be treated as institutional, what is the maximum number of retail investors to which it may be distributed?
A) 24
B) Five
C) 15
D) None
D) None
Answer Explanation
If communications are distributed to even one retail investor, it is not institutional. Then, the 25-investor test applies to determine if it is retail communications or correspondence.
Textbook Reference
Please see textbook section 14.5.1
A firm must report to FINRA a change in the person named as its Anti-Money Laundering Officer within
A) 10 days of the change
B) 30 days of the change
C) 15 days of the change
D) 25 days of the change
B
Answer Explanation
A firm must report a change in the person designated as it Anti-Money Laundering Officer within 30 days.
Textbook Reference
Please see textbook section 14.3.3.1
A firm’s procedures to protect the free flow of material, non-public information to trading and sales departments
I. Prohibit or restrict the purchase or sale of securities on watch lists
II. Permit the purchase or sale of securities on watch lists but subject the transactions to scrutiny
III. Prohibit or restrict the purchase or sale of securities on restricted lists
IV. Permit the purchase or sale of securities on restricted lists but subject the transactions to scrutiny
A) I and III
B) II and III
C) II and IV
D) I and IV
B
Answer Explanation
A firm must develop Chinese Wall procedures to prevent the misuse of material non-public information. As part of its procedures it should develop watch lists and restricted lists. Trades are not prohibited for securities on watch lists, however, any trades in securities on watch lists are subject to heightened review. Firms typically prohibit the trading of securities on restricted lists.
Textbook Reference
Please see textbook section 14.2.3
Which of the following statements regarding FINRA limits on gifts and gratuities are true?
I. A firm is restricted from employing associated persons of other firms if the value of employment exceeds FINRA’s limit on annual gifts and gratuities to persons associated with other firms
II. A firm is not restricted from employing persons associated with other firms by FINRA’s rule on gifts and gratuities as long as there is a written employment agreement
III. A firm may give gifts and gratuities to employees of other firms if they exceed no more than $50 annually
IV. A firm may give gifts and gratuities to employees of other firms if they exceed no more than $100 annually
A) II and III
B) I and IV
C) II and IV
D) I and III
C) II and IV
Answer Explanation
A firm may give gifts and gratuities to employees of other firms if they exceed no more than $100. This Rule does not apply to contracts of employment provided there is a written contact in place, and there is written approval from the employee’s principal.
Textbook Reference
Please see textbook section 14.4.7
All of the following statements regarding penalties for insider trading and securities fraud are true EXCEPT
A) Violators may be subject to civil penalties equal to three times the profits made or losses avoided
B) Violators may be imprisoned for no more than 5 years if proven guilty
C) Both the tipper and tippee can be liable and subject to penalty under the Act
D) A bounty is payable to persons who inform the SEC of insider trading activities
b
Answer Explanation
Penalties for insider trading and securities fraud exist for both civil and criminal violations. Civil penalties may equal up to three times the profits made or losses avoided. Criminal penalties include a maximum $5 million fine and 20 years in prison. Both tippers who share inside information, and tippees who may act on it, can be held liable. The SEC encourages the reporting of potential insider trading violations and offers a bounty to informants.
Textbook Reference
Please see textbook section 14.2.2
The primary responsibility of the IRS (Internal Revenue Service) is the
A) collection of taxes and the enforcement of federal tax laws.
B) establishment and monitoring of anti-money laundering rules in the US.
C) supervision and oversight of broker-dealers operating in the US.
D) creation and enforcement of US securities laws.
A
Answer Explanation
The IRS is a US Government agency responsible for the collection of income taxes and the enforcement of federal tax laws.
Textbook Reference
Please see textbook section 14.3
A registered representative has knowledge of material non-public information. The representative
A) may contact a customer and ask if she would like to place a trade.
B) may accept an unsolicited order from a customer.
C) is prohibited from accepting any orders from a customer
D) should contact FINRA so the information may be made public.
B
Answer Explanation
If a registered representative has material non-public information, they may accept an unsolicited order from a customer.
Textbook Reference
Please see textbook section 14.2.3.1
While having dinner with the CFO of Issuer P, he tells you about an upcoming strategic change in a business model that the company plans to announce next month and implement in the next quarter. You should
A) Not share this information with anyone who can then trade on the information
B) Draft a memo to your top institutional clients to alert them to this significant news and discuss the implications for their investing strategy
C) Notify your head trader so that the desk can execute a trading strategy based on this information
D) Not trade the common stock of Issuer P, but may adjust your holdings in the convertible bonds of P
A
Answer Explanation
Federal securities laws prevent you from acting on this information in any way.
Textbook Reference
Please see textbook section 14.2
For the purpose of FINRA rules involving borrowing and lending money to customers, an immediate family member is a(n)
I. grandparent
II. Aunt or uncle
III. Cousin
A) I, II, and III
B) I and III only
C) III only
D) I only
A) I, II, and III
Answer Explanation
FINRA rules regarding the borrowing and lending of money to customers broadly defines the following persons as immediate family members: parents, grandparents, mother-in-law or father-in-law, husband or wife, brother or sister, brother-in-law or sister-in-law, son-in law or daughter-in-law, children, grandchildren, cousin, aunt or uncle, or niece or nephew, and shall also include any other person whom the registered person supports, directly or indirectly, to a material extent. Note that immediate family members under the rules on IPO distributions (FINRA Rule 5130) are defined more narrowly.
Textbook Reference
Please see textbook section 14.4.9
A representative is required to notify the firm of all of the following activities EXCEPT
A) Investing money in wind energy as a silent partner
B) Receiving a finder’s fee for introductions between a business and investors
C) Accepting compensation for preparing several tax returns
D) Receiving consulting fees for helping a start-up business engaged in manufacturing create a business plan
A
Answer Explanation
A representative is required to notify the firm of any outside business activities where the representative is employed by a third party or accepts compensation from outside the firm. A passive investment activity does not require notification.
Textbook Reference
Please see textbook section 14.4.4
Which statement regarding delivery of the summary of the broker-dealer’s business continuity plan to customers is not accurate?
A) Customers must be able to access the plan on the broker-dealer’s website.
B) Customers must receive a copy of the plan at account opening.
C) Customers must be mailed a copy of the plan upon request.
D) Customers must be mailed a copy of the plan at least annually.
d
Answer Explanation
Customers must receive a copy of the business continuity plan at account-opening. It also must be on the broker-dealer’s website and customers must be mailed a hard copy on request. It is not required to be mailed to customers annually.
Textbook Reference
Please see textbook section 14.6
The USA PATRIOT Act requires all of the following of broker-dealers EXCEPT
A) The prohibition of transactions with individuals listed on the terrorist list compiled by OFAC (Office of Financial Assets Control)
B) The establishment of Customer Identification Procedures (CIPs) by broker-dealers
C) The mandatory information sharing with financial authorities when requested by federal law enforcement authorities
D) The filing of CTRs by financial institutions when cash transaction by a customer exceed $10,000 in a single day
D
Answer Explanation
The Bank Secrecy Act (BSA) requires the filing of CTRs for cash transactions of more than $10,000 in a single day. The USA PATRIOT Act imposed the following AML obligations on broker-dealers:
* the development of an AML compliance program and customer identification programs
* prohibitions on transactions with foreign shell banks and persons on terrorist lists compiled by OFAC (Office of Financial Assets Control)
* mandatory information sharing in response to requests by federal law enforcement
* compliance with any other special measures imposed by U.S. Treasury to address AML concerns.
Textbook Reference
Please see textbook section 14.3.3
FINRA rules state that anti-money laundering programs
I. are required for all broker-dealers
II. are required only for those broker-dealers that hold customer accounts
III. include anti-money laundering training for all employees
IV. include anti-money laundering training for appropriate personnel
A) I and IV
B) II and IV
C) I and III
D) II and III
A) I and IV
Answer Explanation
FINRA requires that all broker-dealers establish anti-money laundering programs without exception. Training is required for all appropriate personnel, which are those persons who could come into contact or should be knowledgeable about the detection and reporting of possible anti-money laundering activity.
Textbook Reference
Please see textbook section 14.3
Under which of the following circumstances is borrowing money from a customer permitted by FINRA rules?
A) Borrowing from a customer is prohibited under all circumstances
B) The firm has written supervisory procedures in place and the representative is borrowing from a family member
C) The customer has provided written authorization to the representative
D) The representative has received prior approval from a principal of the firm
B
Answer Explanation
A representative may be permitted to borrow money from a customer if the firm has written supervisory procedures addressing this practice, and the customer is an immediate family member, financial institution, or individual with whom the representative has a personal or business relationship outside of services performed as a registered representative.
Textbook Reference
Please see textbook section 14.4.9
Registered representatives can communicate with clients through a personal e-mail address, provided they receive prior compliance permission and
A) keep a log of the time and dates of all messages sent.
B) the firm appropriately monitors the communications.
C) do not violate their e-mail service’s terms of service.
D) obtain each client’s prior permission.
B
Answer Explanation
The key requirements for using personal e-mail accounts for client contact are: 1) prior compliance permission; and 2) the firm’s ability to monitor all communications.
Textbook Reference
Please see textbook section 14.5.3
What is the main purpose of broker-dealer business continuity plans?
A) To ensure that FINRA has access to financial information about broker-dealers in the event of business interruption
B) To provide a succession plan in the event the owners of the firm wish to leave the business
C) To ensure that critical business functions are continually available to customers, suppliers, regulators and other entities regardless of circumstances
D) To provide continuing safekeeping of customer assets in the event of widespread identity theft
C
Answer Explanation
The intent of business continuity plans is ensure that critical business functions are continually available to customers, suppliers, regulators and other entities. Events like the 9/11 terrorist attacks underscored the need for these plans.
Textbook Reference
Please see textbook section 14.6
Which of the following practices is permissible under federal securities laws?
A) Trading with a goal towards achieving a specific closing price for a stock
B) Circulating unconfirmed information about a company that will cause an uptick in trading volume
C) Trading among parties to create an appearance of heavy volume
D) Effecting a trade after material information about a company has been released
D
Answer Explanation
It is permissible to trade a stock after material information about the company has been publicly announced. The other activities are prohibited.
Textbook Reference
Please see textbook section 14.2
When can a broker-dealer rebate fees charged to a customer who brings business to the firm?
A) When the arrangement is at arm’s-length
B) When the client provides written permission
C) When the rebate is less than $100 per trade
D) Under no circumstances
D
Answer Explanation
Broker-dealers may not rebate or reduce the fees charged to a customer based on new business the client directs to the firm.
Textbook Reference
Please see textbook section 14.4.2
A registered representative wants to open an account at another broker dealer, consisting solely of mutual fund investments. The registered representative must receive permission from their employer
A) At no time.
B) Before the initial transaction in the account.
C) Before the account is approved.
D) Promptly after the initial transaction in the account.
A
Answer Explanation
A registered representative must generally obtain prior written consent of the person’s employing firm before opening an account with another firm. However, these rules do not apply to accounts limited to transactions in unit investment trusts, municipal fund securities, Section 529 Plans, variable contracts or mutual funds,
Textbook Reference
Please see textbook section 14.4.1
Once retired, may a previously registered representative receive commissions from accounts that were opened while they were working?
A) No, unless written consent has been provided by a principal.
B) No, this arrangement is specifically prohibited by securities industry rules.
C) Yes, if these accounts generated a specified level of commissions while the registered rep was working.
D) Yes, if a written agreement is in place between the two parties.
D
Answer Explanation
This type of conduct is allowed, provided a written contract is in place, describing the full extent of the arrangement. It is formally known as the Continuing Commissions policy.
Textbook Reference
Please see textbook section 14.4.3
A brokerage firm prints a brochure and leaves it in the lobby for visiting clients to read. This is its only form of distribution. Is it considered retail communication?
A) Yes, if more than 25 clients visit the lobby within 30 calendar days
B) Yes, if more than 25 clients take the brochure home with them within 30 calendar days
C) No, it is correspondence
D) No, it is for internal use only
A
Answer Explanation
Retail communications are distributed or made available to more than 25 retail investors within 30 calendar days. Putting the brochure in the lobby makes it available to any visitor, whether or not he/she reads it or takes it home.
Textbook Reference
Please see textbook section 14.5.1
A registered representative discovers that he is facilitating a transaction with an individual on the OFAC list. The registered rep must now
A) Wait to see if the same thing happens again and then notify a supervisor
B) Notify his supervisor immediately
C) Contact the police
D) Attempt to unwind the transaction
B
Answer Explanation
In this situation, the registered rep must notify an appropriate principal immediately.
Textbook Reference
Please see textbook section 14.3.3
Firms are required to file Currency Transaction Reports (CTRs) with FinCEN for cash receipts or disbursements for one customer that exceed
A) $10,000 in a 5 business day period
B) $10,000 in one business day
C) $5,000 in a 5 business day period
D) $5,000 in one business day
B
Answer Explanation
Firms are required to file CTRs with FinCEN for cash receipts or disbursements in excess of $10,000 in one business day. If several smaller transactions for one person are made in one business day and exceed the $10,000 limit, a CTR must also be filed.
Textbook Reference
Please see textbook section 14.3.1
The collection, analysis, and dissemination of financial data is carried out by which of these entities to help safeguard the U.S. financial system?
A) FINRA
B) Financial Crimes Enforcement Network
C) SEC
D) Congressional Budget Office
B) Financial Crimes Enforcement Network
Answer Explanation
These are amongst the activities carried out by the Financial Crimes Enforcement Network (FinCEN) to safeguard the U.S. financial system from illegitimate use.
Textbook Reference
Please see textbook section 14.3
Which of the following statements is not true about customer complaints?
A) the MSRB’s Investor Brochure describes how to file a complaint with the appropriate regulator
B) Records of customer complaints must be maintained for four years.
C) Both written and verbal complaints must be addressed
D) Customer complaints must be forwarded to a principal at the firm
C
Answer Explanation
MSRB Rule G-10 defines a customer complaint as any written grievance by the client. It does not include verbal complaints. The complaint must be forwarded to a principal at the firm. Each year firms must provide investors with a notification of the availability of an investor brochure which describes the protections available under MSRB rules and how to file complaints with the appropriate regulator. Records of customer complaints must be maintained for six years under MSRB rules; for four years under FINRA rules.
Textbook Reference
Please see textbook section 14.4.10
Under FINRA’s Content Standards, the requirement that communications must be in good faith, fair and balanced applies to what types of communications?
A) Retail communications and correspondence only
B) Retail communications
C) Retail and institutional communications only
D) All
D
Answer Explanation
The first type of standard applies to all communications. It requires communications to be in good faith, fair and balanced; to not be false, exaggerated or unwarranted; and to not be footnoted to prevent understanding.
Textbook Reference
Please see textbook section 14.5.4
In reviewing whether a representative’s request for outside securities activity is acceptable to the firm, the firm should be MOST concerned with whether the employment activity
A) Creates a conflict of interest with the employee’s current position
B) Raises investor protection concerns
C) Compromises the time the employee commits to his employment with the firm
D) Is an outside business activity that should be supervised by the firm
B
Answer Explanation
Firms should be most concerned with investor protection as they review requests for outside securities activity. Their procedures should call for restriction or prohibition of the activity if it compromises investor protection. If the outside securities activity is not for compensation, the rep must still notify the firm, but permission is not required.
Textbook Reference
Please see textbook section 14.4.4
Advertising records must be maintained by a broker-dealer for
A) six years from date of first use.
B) three years from date of last use
C) three years from date of first use
D) six years from date of last use
B
Answer Explanation
Records of broker-dealer advertising must be maintained for three years following the date of last use.
Textbook Reference
Please see textbook section 14.5.4
The practice of returning illegal funds to their original source through the legitimate banking system is
A) layering
B) reversal
C) integration
D) placement
C) integration
Answer Explanation
“‘Integration” occurs when illegal funds are now returned to their original source through the banking system. At this point, the funds appear to be coming from legitimate sources.
Textbook Reference
Please see textbook section 14.3
Assuming all conditions are met for payment of continuing commissions after a registered representative retires, on which accounts can these commissions be paid?
A) All accounts that receive the customer’s consent
B) All accounts that were active for at least one year before retirement
C) All accounts
D) All accounts that were opened prior to retirement
D
Answer Explanation
FINRA rules allow retired registered representatives to receive commissions from customers’ accounts that were opened prior to the retirement.
Textbook Reference
Please see textbook section 14.4.3
FINRA treats instant message communications the same as
A) Print
B) Advertising
C) Social media
D) e-mail
D
Answer Explanation
Regulators treat instant messaging (IM) the same as e-mail. Business-related IM must be retained by the broker-dealer. Since this can be difficult, many securities firms do not allow business-related communication via IM.
Textbook Reference
Please see textbook section 14.5.4
A verbal complaint against a registered rep has been received by the firm. This complaint
A) must be documented in firm records and reported to FINRA.
B) need not be reported to FINRA, or noted on the applicable Form U-4.
C) should be converted into a written complaint, which can then be further investigated.
D) requires prompt follow up action as noted in FINRA rules.
B
Answer Explanation
Verbal complaints do not require reporting to FINRA, nor does the Form U-4 need to be updated.
Textbook Reference
Please see textbook section 14.4.10