Chapters 3/4 Flashcards
Supervisory Person
FINRA mandates that member firms must select a person to have overall responsibility for internal supervision of the firm, as well as ensuring compliance w/ laws and regs. The selected person must:
- Delegate authority & responsibilities to qualified principals or employees
- Establish supervisory procedures and determine whether delegated tasks are being properly executed.
Regulatory element vs firm element
Both forms of continuing education that apply to all registered personnel.
Regulatory element: Must be done 2 years after you take Series 87 and then every 3 years after that as long as you maintain the registration.
Firm element: training that consists of the review of applicable rules and regs, ethics, and professional responsibility.
- Firm element is NOT required for personnel who have NO contact w/ the public.
Categories of communication between member firms (and their employees) and the public:
- Correspondence
- Institutional communication
- Retail communication
Correspondence
Any written or electronic messages sent by a member firm to 25 or fewer retail investors within a 30 day calendar period. The 25 investors includes both existing and prospective clients. Firms are required to train their employees regarding correspondence, and after training must implement a surveillance group to oversee correspondence. Member firms must also have written procedures regarding incoming correspondence.
- No pre-approval is required, however, it’s subject to internal review
- Correspondence should be kept on file for 3 years after the last date of use.
Institutional communication
Any type of written or electronic communication that’s distributed or made ONLY to institutional investors. Member firms must have policies and procedures in place surrounding institutional communications and these must ensure that these communications aren’t forwarded to retail investors (ex: putting a line in that says “for institutional investors only”). Employees must be trained on institutional communications and the firm must keep records of the training.
- No pre-approval is required, however it’s subject to internal review
- Institutitonal communications should be kept on file for 3 years after the last date of use.
FINRA definition of institutional investor
- Financial institutions
- RIAs
- Municipalities
- Employee benefit plans w/ at least 100 participants
- BDs and their RRs
- Individuals or entitites w/ TAs >= $50MM
- Persons acting solely on behalf of institutional investors
Retail communication
Any written or electronic communication that’s distributed or made available to more than 25 investors with a 30 calendar day period. Retail communications may be required to be preapproved by a Supervisory Analyst, who has a Series 16 registration. If a product/service is being promoted in retail communications, pre-approval is required. Certain forms of retail communications must be approved by supervisors who have specific registrations.
- A retail investor for these purposes is anyone who doesn’t meet the definition of an institutional investor.
- All materials that are prepared for the public media are considered retail communications
True or false: Public appearances require the preapproval by a principal of the firm or filing w/ FINRA?
False
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True or false: If a RR uses a powerpoint presentation and the audience consists of 26 people, this is considered correspondence?
False, retail communication because it’s > 25 people
True or false: Correspondence, institutional communications, and retail communications must be supervised and monitored by a firm and approved by a principal prior to use?
False. Correspondence and institutional communications must be supervised/monitored by the firm but DO NOT need to be approved by a principal prior to use. On the other hand, retail communications must be approved by a qualified approval either before the communication is released to the public OR before it’s filed w/ FINRA- whichever comes first.
- Firms must keep all approved communications for 3 years after the last date of use, and for 2 years in an easily accessible location. The file must contain a copy of the communication, the dates of first and last use, the name of the approving principal, and the date on which approval was given.
- In the event that a specific form of retail communication is not required to receive principal preapproval, the name of the person who prepared or distributed the communication must be maintained by the member firm for three years from the date of last use.
- Correspondence and institutional communications are subject to spot checking by FINRA
True or false: Firms should review incoming electronic correspondence being delivered to employees prior to delivering it to employees?
True. However, mail cannot be opened by the firm.
True or false: A sufficiently trained non-registered person is allowed to review correspondence?
True
True or false: FINRA requires firms to preapprove every piece of incoming correspondence?
False, , FINRA permits firms to sample or spot-check these communications or use other technology-based tools (e.g., keyword searches) to assure compliance with both FINRA and firm rules. Although firms may elect to review only a sample of their registered representatives’ correspondence, a copy of all correspondence must be retained.
Circumstances where retail communications don’t require preapproval:
- Another firm has previsouly filed the material w/ FINRA and it has not been materially altered.
- The communication was posted on an social media
- The communication doesn’t make a financial or investment recommendation
- Generally, if the retail communications don’t require preapproval, then they’re not required to be filed with FINRA
FINRA filing of retail communications
Depending on the content of the retail communication, some types are required to be filed with FINRA 10 business days prior to their first use, while other types are required to be filed within 10 business days of their first use. For the first year as a FINRA member, a new brokerage firm is required to
file with FINRA all broadly disseminated retail communications 10 business days prior to their first use. The term broadly disseminated is meant to indicate that the materials have been created for generally accessible
websites, the print media, or television or radio. FINRA may also require any firm that has had disciplinary issues to file some or all of its communications 10 business days prior to use
Additional forms of retail communication that must be filed w/ FINRA at least 10 days prior to their first use pertain to the following products:
- Registered investment companies that include rankings or comparisons that have been created by the investment company itself
- Futures
- Investment company communications with NO self-created rankings ARE NOT required to be filed at least 10 days prior, but instead within 10 days of their first use.
Forms of retail communications that must be filed w/ FINRA within 10 days of their first use pertain to:
- Publicly traded direct participation programs (DPPs)
- SEC-registered CMOs
- Any security that’s registered w/ the SEC and dervied from or based on a single security, basket of securities, an index, commodity, debt issuence, or foreign currency. This includes publicly offered strucutred notes (ETNs).
True or fasle: If a BD has previously filed a draft or storyboard of a TV or video retail communication pursuant to a filing requirement, it must also file the final filmed version within 10 days of first use or broadcast?
True
True or false: With each filing regarding a retail communication that’s made to FINRA, a member firm is required to provide the name, title, and Central Registration Depository (CRD) number of the registered principal who approved the retail communication along with the date on which the approval was given?
True
Communications that are not required to be filed w/ FINRA:
- Retail communications that’ve been previously filed w/ FINRA’s advertising department and have no material changes.
- Retail communications that are based on templates of which were previously filed w/ FINRA and any changes are solely updates of statistical info or other non-narrative info. If the template is changed, a new filing must be made.
- Retail communications that don’t promote or make any financial or investment recommendations.
- Retail communications that simply identify a member firm’s national securities exchange symbol, or identify a security for which the member is a registered market maker, or identify that the member firm offers a specific security at a stated price.
- Retail communications that are posted on social media
- Tombstone advertisements, prospectuses which have been filed with the SEC, and mutual fund profiles. It’s important to remember that this exclusion doesn’t cover broker-created, broadly disseminated free writing prospectuses (FWPs).
- Press releases that are only available to the media
- Any reprint or excerpt of an article or report that’s issued by a publisher, provided the publisher is not affiliated w/ the member firm nor the issuer of the securities mentioned in the reprint has commissioned the reprint.
- Correspondence and insititutional communications
- Communications that simply refer to types of investments as part of a listing of products and servcies offered by the firm.
Communication may not predict or project performance or imply that past performance will reoccur. However, firms are permitted to utilize:
- A hypothetical illustration of math principles, , provided that it doesn’t predict or project the performance of an investment or investment strategy.
- An investment analysis tool, or a written report produced by an investment analysis tool, provided sufficient disclosures are made.
Can retail communications include comparisons between investments or services?
Yes, as long as all material differences between them, including investment objectives, costs and expenses, liquidity, safety, guarantees or insurance, fluctuation of principal or return, and tax features.
True or false: Retail communications do not need to include the member firm’s name?
False, ALL retail communications and correspondence must contain the name of the member firm that’s sponsoring the material. If the firm has an alias that must be included as well. For blind recurinting ads, the firm’s name is not required to be included.
True or false: In retail communications and correspondence, unless income is free from all applicable taxes, any references to tax-free or tax-exempt income must indicate which income taxes apply?
True. Retail communications CANNOT describe income or investment returns as tax-free/tax-exempt if the tax liability is merely deferred.