Chapter 2 General Supervision Flashcards
What must municipal securities broker-dealers and dealer banks do according to the Securities Exchange Act of 1934?
Register with the SEC
What is a dealer bank?
A bank or a separately identifiable division of a bank that buys and sells municipal securities for its own account
How do broker-dealers register with the SEC?
By filing Form BD
How do dealer banks register with the SEC?
By filing Form MSD
What is the initial registration fee for municipal securities broker-dealers and dealer banks registering with the MSRB?
$1,000
What must accompany the initial fee paid to the MSRB?
Form A-12
What information must be provided with Form A-12?
Name, address, and SEC registration number of the municipal securities broker-dealer
What could happen if the required fee to the MSRB is not paid?
The Board may recommend to the SEC that the dealer’s registration be suspended or revoked
What happens if a firm that has paid the initial fee leaves the business?
Another initial fee must be paid to re-register as a municipal securities broker-dealer
What is the annual fee that each municipal securities firm must pay to the MSRB?
$1,000
When must the annual fee be received by the MSRB?
No later than October 31 of the fiscal year for which the fee is paid
When does a municipal advisor’s registration with the MSRB become effective?
Once the Board notifies the firm that Form A-12 is complete and all required fees have been received
What are the registration fees for municipal advisors?
- Initial registration fee: $1,000
- Annual professional fee: $1,000
When is the annual professional fee for municipal advisors due?
By April 30 each year for any Municipal Advisor Representative registered as of January 31
What is the phased-in fee structure for the annual professional fee due by April 30?
- $750 fee for the first year
- $1,000 fee from April 30, 2021, and every year thereafter
What activities constitute municipal securities activities?
- Underwriting, trading, and sales of municipal securities
- Providing financial advisory and consultant services for issuers
- Processing and clearing activities
- Providing research and investment advice
- Communicating with public investors
- Maintaining records pertaining to these activities
These activities are essential for the operation of municipal securities firms and banks involved in these markets.
Are directors and senior officers of a bank considered part of the municipal securities unit?
No, if their activities are only incidental to the functioning of that unit.
For example, setting broad policy guidelines does not qualify them as part of the municipal securities unit.
What happens if a bank’s branches conduct municipal securities business?
They are considered a separately identifiable department subject to MSRB rules.
All branches are aggregated for regulatory purposes.
Who is referred to as an associated person in the context of municipal securities?
A person employed by a dealer-bank or firm engaged in management, direction, supervision, or performance of municipal securities activities.
This includes roles such as underwriters, traders, and salespersons.
What is the requirement for associated persons according to MSRB rules?
All associated persons must be supervised.
Supervision is essential to ensure compliance with applicable rules and to detect irregularities.
Fill in the blank: A person whose functions are solely clerical or ministerial is normally _______.
not considered an associated person.
This distinction is important for regulatory purposes.
What are the consequences of not supervising associated persons?
The firm may fail to detect and prevent irregularities in transactions.
This responsibility is critical for maintaining compliance with MSRB regulations.
True or False: Directors are always considered part of the municipal securities department.
False.
Their inclusion depends on the nature of their activities.
What is Rule G-3 concerned with?
Professional Qualification Requirements for associated persons.
This rule outlines the qualifications and supervision necessary for individuals in municipal securities roles.
What must a firm designate in writing regarding municipal securities activities?
One or more principals responsible for supervising municipal securities activities
The written record must be updated as new appointments or changes occur.
Who conducts periodic reviews to ensure compliance with supervisory procedures?
The appropriate principals assigned to their respective areas of responsibility
They ensure compliance with MSRB rules and other regulators.
What positions are considered associated persons in municipal securities?
- Municipal Securities Principal
- Municipal Securities Sales Principal
- Municipal Advisor Principal
- Municipal Advisor Representative
- Municipal Securities Registered Representative
The functions, responsibilities, and qualifications of each are described separately.
What does the MSRB’s standards of professional qualification require for firms engaging in municipal securities transactions?
The municipal securities firm and all associated persons must be properly qualified under Board rules
This includes meeting anti-money laundering compliance program rules.
What happens if any associated persons have not passed the required qualification examination?
The firm does not meet the MSRB’s standards of professional qualification
This means the firm could not continue to do business.
What is the waiting period for retaking a qualification examination after failing once?
At least 30 days
This applies to each failure before retaking the exam.
What is the waiting period if an individual fails a qualification examination three times in succession?
At least six months from the last attempt before retesting
This is a strict requirement set by MSRB rules.
Fill in the blank: If a person fails an examination twice, they must wait _______ before retaking the exam.
30 days
True or False: A firm can continue to engage in municipal securities transactions if one associated person has not passed the required qualification examination.
False
All associated persons must meet the qualification standards.
What must the written record of supervising principals be updated for?
New appointments or changes in appointees
This ensures that the supervisory structure is current.
What must each associated person submit to the municipal securities firm?
A questionnaire signed by a principal of the firm
The questionnaire includes personal and employment information.
What information must be included in the associated person’s questionnaire?
Name, residence address, social security number, starting date of employment, date of birth, educational background
Additional items include a complete personal and business history for the last ten years.
How long must the business and personal history cover?
At least the preceding ten years
This includes reasons for leaving prior employment and position held.
What must each firm do with the information provided by the associated person?
Verify the information with all former employers for three years preceding the association
Verification is required to ensure accuracy of the submitted information.
How quickly must an MSRB member firm respond to verification requests?
Within ten business days
This is applicable for requests related to former employers of the associated person.
What residential history must be recorded in the questionnaire?
All residential addresses for at least the preceding five years
This helps maintain a complete profile of the associated person.
What must be disclosed regarding disciplinary actions?
Any denial of membership, disciplinary action, or sanctions imposed by regulatory agencies
This includes findings of being a cause of disciplinary actions.
What records related to registration must be included?
Denial, suspension, or revocation of registration with the SEC or any registered securities association
This applies to brokers or dealers.
What injunctions must be recorded?
Permanent or temporary injunctions against the person or associated firm
These injunctions must state that they prevent acting as an investment advisor or dealer.
What must be disclosed about aliases?
Any other name by which the person has been known
This includes records of aliases used in any capacity.
What type of convictions must be reported?
Conviction record involving securities purchases or sales, or any felony conviction within the past 10 years
This is crucial for assessing the integrity of the associated person.
What must an associated person do if their information changes?
Inform the broker-dealer in writing
This ensures the broker-dealer has the most current information.
What form is filed for associated persons working for municipal securities broker-dealers?
Form U4
This form satisfies the requirements for completing the questionnaire.
What form is filed for associated persons working for dealer banks?
Form MSD-4
This form also satisfies the questionnaire requirements.
What must every municipal securities broker-dealer maintain for at least three years after an associated person leaves the firm?
A copy of an associated person’s questionnaire (Form UA)
This requirement ensures that records are kept for compliance and regulatory purposes.
What information must municipal securities dealers maintain about each associated person?
Name, residential address, function, and qualification examination status
This information helps in tracking the qualifications and roles of associated persons.
What are the classifications of associated persons in the securities industry?
Principals and Representatives
These classifications help define roles and responsibilities within broker-dealers.
What is the purpose of the Securities Industry Essentials (SIE) Exam?
To ensure potential industry professionals have a broad knowledge of fundamental concepts and rules of the securities industry
The SIE Exam aims to reduce redundancy in subject matter across various exams.
Who is eligible to take the SIE Exam?
Any person age 18 or older, including students and prospective candidates
This opens opportunities for individuals to demonstrate their knowledge to potential employers.
Is current association with a member firm required to take the SIE Exam?
No
Individuals can take the exam before or after associating with a firm.
How long are the results of the SIE Exam valid?
Four years
This validity period allows candidates some flexibility in pursuing employment opportunities.
What additional requirement must be met to qualify for FINRA registration after passing the SIE Exam?
Passing an appropriate representative-level qualification exam related to the intended job function
This ensures that candidates are adequately qualified for specific roles.
What is a Municipal Securities Representative?
A person associated with a municipal securities broker or dealer who performs essential activities in the municipal securities industry
Their role is crucial for the functioning of municipal securities operations.
What activities might a Municipal Securities Representative engage in?
Underwriting, trading, or selling municipal securities; acting as a financial advisor or consultant for issuers
These activities are fundamental to the municipal securities market.
Fill in the blank: The SIE Exam was implemented to reduce the redundancy of subject matter content that’s addressed on multiple exams, such as basic product knowledge, the structure and function of _______.
[securities industry markets]
Understanding market structure is essential for industry professionals.
What is the requirement for an individual seeking to become a Municipal Securities Representative?
Must take and pass the MSRB’s Series 52 Examination within the first 180 calendar days after joining the firm
Failure to do so will result in reverting to a clerical or ministerial status.
What activities can a Municipal Securities Representative engage in?
All activities concerning municipal securities including:
* Sales
* Structuring municipal underwritings
* Trading
* Financial advisory services
* Research
A Series 52 Municipal Securities Representative may not sell mutual funds or unit investment trusts that consist of municipal securities.
Are bank branch office personnel required to take the representative exam?
No, if they merely refer depositors to qualified dealer bank personnel and are not compensated for the referral
However, if they advise depositors or are compensated, they must be registered.
What is a Municipal Securities Sales Limited Representative?
A person who passes the Series 7, limited exclusively to sales to and purchases from customers of municipal securities
Cannot perform functions related to underwriting, trading, research or investment advice.
What must a Municipal Securities Limited Representative - Investment Companies pass?
Must pass the Investment Company and Variable Contracts Products Examination (Series 6)
This representative’s activities involve municipal fund securities transactions (e.g., 529 plans).
What is the role of a Municipal Securities Principal?
Engaged in the management, direction, or supervision of activities including:
* Underwriting, trading, or selling municipal securities
* Reviewing accounts and transactions
* Providing financial advisory services
* Processing and safekeeping of municipal securities
* Providing research or investment advice
* Communicating with public investors
* Maintaining and updating supervisory procedures
This role involves a broad range of responsibilities related to municipal securities.
True or False: A Municipal Securities Representative can sell mutual funds that consist of municipal securities.
False
A Series 52 Municipal Securities Representative is prohibited from selling mutual funds or unit investment trusts that consist of municipal securities.
Fill in the blank: A Municipal Securities Principal is responsible for ________ related to municipal securities.
[management, direction, or supervision]
This includes various activities such as underwriting and providing advisory services.
What happens if a person does not pass the Series 52 Examination within the specified time frame?
They revert to a clerical or ministerial status
This emphasizes the importance of timely examination completion for maintaining status.
What is the MSRB Series 53 Examination?
An examination that qualifies an individual as a Municipal Securities Principal
What must an individual pass before taking the MSRB Series 53 Examination?
SIE Exam and the Municipal Securities Representative Examination (Series 52)
What is the grace period allowed by the MSRB for passing the Municipal Securities Principal Examination?
20-day grace period
What qualifications are required to function as a Municipal Securities Principal before passing the Series 53 Examination?
Qualified as a General Securities Representative (Series 7), Municipal Securities Representative (Series 52), or General Securities Principal (Series 24)
True or False: A Municipal Securities Sales Principal can supervise trading activities.
False
What is the minimum number of Municipal Securities Principals required for a firm with fewer than 11 associated persons engaging in municipal activities?
One Municipal Securities Principal
What type of principal can be counted towards the Municipal Securities Principal numerical requirement if a firm limits its activities exclusively to municipal fund securities?
Municipal Fund Securities Limited Principal (Series 51)
List three responsibilities of a Municipal Securities Sales Principal.
- Approving transactions with customers
- Approving the opening of customer accounts
- Supervising the handling of written customer complaints
Fill in the blank: A Municipal Securities Sales Principal supervises representatives in their handling of _______.
customer accounts and related activities
What activities is a Municipal Securities Sales Principal NOT responsible for supervising?
- Trading
- Underwriting
- Research
- Providing financial advice and counseling to issuers
What is one of the key activities a Municipal Securities Sales Principal must regularly review?
Customer accounts
What is required for municipal securities firms that are not registered with a securities association?
Only required to have one Municipal Securities Principal
What is required to qualify as a Municipal Securities Sales Principal?
Must pass either the Municipal Securities Representative Exam or the General Securities Registered Representative Exam, and the General Securities Sales Supervisor Exam (Series 9 and 10)
FINRA requires passing the General Securities Registered Representative Exam before taking Series 9 and 10.
What is the role of Municipal Fund Securities Limited Principals?
Acts in the same capacity as Municipal Securities Principals but limited to municipal fund securities only
They must also be registered as a General Securities Principal (Series 24) or Investment Company/Variable Contracts Products Limited Principal (Series 26).
How can one qualify as a Municipal Fund Securities Limited Principal?
By passing the Series 51 Examination
They must also fulfill registration requirements to conduct supervisory activities.
What is required of a Municipal Advisor Representative?
Must pass the Municipal Advisor Representative Exam (Series 50)
This applies to individuals associated with a municipal advisor engaging in advisory activities.
Who is NOT considered a Municipal Advisor Representative?
Any person employed by the advisor whose duties are solely clerical or ministerial
What is the requirement for a Municipal Advisor Principal?
Must pass the Municipal Advisor Principal Exam (Series 54) and manage the firm’s activities
They supervise Municipal Advisor Representatives in larger firms.
What does the Dodd-Frank Act say about municipal advisors?
They are considered fiduciaries when their clients are municipal entities
Define fiduciary.
A person who acts on behalf of another person, creating a relationship of trust and confidence
What is the standard to which fiduciaries are held?
They are held to a higher standard than other financial professionals
What must fiduciaries prioritize when making decisions?
The interests of the people or institutions they represent
What is a municipal advisor?
The business or firm, not an individual employee or owner
A municipal advisor can be organized as an LLC, partnership, corporation, or sole proprietorship.
What do investment strategies include?
Plans and programs for the investment of municipal securities issue proceeds and recommendations for municipal escrow accounts
Who generally needs to register as a municipal advisor?
Firms advising municipalities on investment strategies or structuring municipal securities offerings
According to the SEC, what determines whether something constitutes advice?
The particular situation surrounding the communication
True or False: Providing general information that is not tailored to a specific municipality’s needs is considered advice.
False
What are some examples of general information that do not constitute advice?
Examples include:
* Information about professional qualifications and experience
* General market and financial information
* Information about available investments or services
* Factual information on debt financing structures
* Educational materials on government programs and incentives
What increases the likelihood that a communication is considered advice?
The more tailored the communication is to the municipality’s specific needs
What constitutes advice in the context of investment strategies?
Anything that rises to the level of a recommendation or a call to action
What may firms include in their written material to indicate they are not making a recommendation?
Disclaimers or disclosures stating they are not acting as an advisor and have no fiduciary obligations
If a firm responds to an RFP or RFQ without compensation, does it need to register as a municipal advisor?
No
What happens if a firm receives compensation for responding to an RFP or RFQ?
It is considered an advisor and may need to register
Who is exempt from the definition of municipal advisor?
Exemptions include:
* Elected and appointed officials and employees of municipalities acting in official capacities
* Underwriters, brokers, dealers, or municipal securities dealers involved in underwriting municipal securities
Under what condition does the exemption for underwriters become effective?
Once the municipality engages the firm for a specific offering
When does the exemption for underwriters end?
Once the offering concludes
Fill in the blank: A person providing advice outside her normal duties and receiving compensation must register as a _______.
municipal advisor
Who does not need to register as municipal advisors when advising municipalities on investment of securities offering proceeds?
SEC-registered investment advisors
They are exempt as long as the advice does not involve issuing municipal bonds or related matters.
What type of advisors are exempt from registration as long as their advice relates to swaps?
Registered Commodity Trading Advisors (CTAs)
This exemption applies to firms and their personnel registered under the Commodity Futures Trading Commission (CFTC).
Which professionals are exempt from registration when providing services associated with their jobs?
Accountants, Attorneys, and Engineers
They must be providing services typically associated with their professions.
What types of banking products and services allow banks and their employees to be exempt from registration?
Traditional banking products and services, including:
* Investment in deposit accounts
* Extension of credit to municipal entities
* Funds in certain sweep accounts
* Investments by banks acting as indenture trustees
Banks must register if they advise on issuing municipal securities or derivatives.
What is the condition for municipalities represented by an Independent Registered Municipal Advisor (IRMA) regarding the exemption from registration?
They must have engaged an IRMA for the transaction or deal
This allows them to receive advice from other parties without needing to register.
What are the three conditions that must be satisfied to use the exemption when a municipality is represented by an IRMA?
- The advisor must not have been associated with the IRMA for at least two years.
- The municipality must state in writing that it has engaged an IRMA.
- The advisor must reasonably rely on this written representation.
These conditions ensure that the municipality has adequate protection and that the advisor can trust the representation.
What must a person using the exemption provide to the municipality?
Written disclosure that it’s not a registered municipal advisor and doesn’t have a fiduciary duty to the municipality.
This is required under the Exchange Act.
What must the IRMA receive regarding the exemption?
A copy of the written disclosure document.
The municipality must have a reasonable time to evaluate the information and any conflicts of interest.
What happens if an associated person ceases to function in their job capacity for two or more years?
Their registration will lapse and they will be required to retake the appropriate examination.
What examination must a person pass to re-qualify as a Municipal Principal after being out of business for more than two years?
Municipal Securities Representative Examination (Series 52) or General Securities Representative Examination (Series 7), and the Municipal Securities Principal Examination (Series 53).
The MSRB offers registrants an extended ability to maintain their registrations following termination.
Under what circumstances can a waiver of qualification by exam be granted?
In extraordinary cases where the person demonstrates extensive experience and necessary knowledge.
Is a Municipal Securities Representative required for securities firms?
Yes.
Is a Municipal Securities Sales Principal required for bank dealers?
Not allowed.
What activities is a Municipal Securities Representative qualified to perform?
Sells, trades, or underwrites municipal securities, acts as financial advisor, or provides research and investment advice.
What is the minimum numerical requirement for a Municipal Securities Principal?
Minimum of one or two persons.
What is the qualification prerequisite for a Municipal Securities Sales Limited Representative?
None.
Fill in the blank: A waiver of qualification by exam is given only in _______.
[extraordinary cases].
What is the qualification examination for a Municipal Securities Representative?
Series 523
This examination is specifically designed for individuals seeking qualification as Municipal Securities Representatives.
What is the examination grace period for Municipal Securities Sales Limited Representatives?
None
Which examination must a Municipal Securities Sales Principal pass?
Series 9 and 10
What is the grandfathering status for Municipal Securities Representatives?
Yes
Is there a qualification examination for Municipal Securities Principals?
Series 53
What is the qualification examination for Municipal Securities Sales Limited Representatives?
Series 7
What are the functions that a General Securities Principal is permitted to perform regarding municipal securities business? List at least two.
- Maintaining and preserving books and records
- Reviewing and approving the opening of each customer account
True or False: The qualification examinations and the information contained on them are confidential.
True
What actions are considered violations of MSRB rules during qualification examinations?
- Disclose the questions or answers to any person
- Give or receive assistance during the examination
- Do anything inconsistent with the confidential nature of the exam
- Knowingly sign a false certification concerning the examination
What is statutory disqualification in the context of MSRB membership?
A firm or person cannot be qualified for MSRB membership if expelled or suspended from membership or participation in an exchange or association.
Fill in the blank: A possible reason for suspension from MSRB membership is a violation of exchange or association rules which mandate conduct consistent with _______.
[just and equitable principles of trade]
What is statutory disqualification?
A person convicted of a misdemeanor related to securities or any felony during the last 10 years is subject to statutory disqualification.
A guilty plea is equivalent to a conviction.
Who can waive statutory disqualification?
The SEC or appropriate regulatory authority may waive statutory disqualification if additional facts or conditions make it appropriate.
For example, if wrongdoing unrelated to securities was committed and a penalty was paid.
What may trigger disciplinary action against a firm by the SEC or FINRA?
Financial or operational difficulties may trigger disciplinary action against a firm or its employees.
This action may restrict the ability to conduct business in municipal securities.
What is the annual requirement for Regulatory Element training?
Registered representatives are required to participate in Regulatory Element training annually for each registration held.
This applies to individuals registered in both representative and principal capacities.