Chapters 5/6 Flashcards

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1
Q

Fiduciary

A

A person who acts on behalf or for somebody else. Any conflicts of interests of a fiduciary must be dislosed fully to clients at or prior to the time the transaction occurs. IAs and IARs have a fiduciary responsibility. IAs and IARs are responsible for what is said- not what isn’t said. BDs DO NOT HAVE A FIDUCIARY RESPONSIBILITY.

  • IAs and IARs are considered fiduciaries
    *
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2
Q

Prudent Man Rule

A

A decision from a court case in the 19th century that provided a basis for a fiduciary’s responsibility that states that fiduciaries are obligated to do what’s best for their clients objectives.

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3
Q

Uniform Prudent Investor Act (UPIA)

A

UPIA states:
-The standard of prudence applies to the entire portfolio, not just individual investments.
- A central consideration for a fiduciary is risk vs reward
- Any type of investment may be appropriate as part of a portfolio designed to achieve specific goals.
- Diversification is necessary

The UPIA allows fiduciaries to delegate investment responsibilities to competent 3rd parties.

  • This law was created in the latter half of the 20th century.
  • A majority of states have since adopted this model law.
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4
Q

True or false: According to the UPIA, for some portfolios, only attempting to achieve the Rf is inappropriate?

A

True

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5
Q

UPIA’s rules for fiduciaries

A
  1. Understand client’s goals
  2. Determine client’s risk tolerance
  3. Develop any appropriate strategy based on #1 and #2
  4. Docus on the mgmt of risk
  5. Diversify appropriately
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6
Q

True or false: If an IA invests part of a pension fund in hedge funds, this is overly risky?

A

False, not necessarily. Pension funds have long time horizons and therefore can afford some risk. However, investing all of the pension fund’s assets in hedge funds is too risky.

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7
Q

SEC’s rules for fiduciairies

A
  1. Being loyal to clients
  2. Having a reasonable and objective basis for the investment advice
  3. Ensuring the investment advice is suitable based on client’s goals
  4. If a broker, they must obtain the best execution for their clients. (best execution does not necessarily mean lowest price)
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8
Q

Soft dollars

A

Comission rebates that IAs receive for channeling some or all of their trades through a specifc brokerage. IAs must disclose soft dollar arrangements to clients AND IAs must ensure the benefits of these arrangements justify the larger commissions paid by their clients.

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9
Q

3 conditions that must be satisfied for soft-dollar arrangements to be acceptable:

A
  1. The IA must be exercising investment discretion of the accounts of others (not themselves)
  2. The BD must provide the IA w/ services that assist the adviser in making investment decisions for the client
  3. The IA must determine that the value of these services is reasonable in relation to the commissions being charged. #3 is most important
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10
Q

Acceptable ways an IA can use the soft dollar rebates

A
  • Research reports
  • Consultations w/ research analysts
  • Software for analyzing portfolios or trading
  • Market and economic data
  • Fees for seminars
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11
Q

True or false: An IA can use soft dollar rebates to purchase a computer and also purchase software on that computer?

A

False, only the software

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12
Q

What are the 2 suitability obligations for an IA

A
  1. KYC
  2. Know Your Product (KYP)
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13
Q

2 components of KYC

A
  • Make a reasonable inquiry into customer’s background
  • Provide suitability recommendations
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14
Q

Minimum inquiry IARs should make meeting a client

A

At a minimum, IARs must obtain a customer’s income, net worth, investment goals, and time horizon. If there is no info available, IARs must treat the client as if they have no income.

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15
Q

True or false: If an agent of a BD lacks info about a customer, they could still be able to execute unsolicited orders?

A

True

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16
Q

What are the 2 things that the % of basic asset classes (stocks, bonds, and money-market instruments) in a portfolio should depend on?

A

Investor’s time horizon and risk tolerance

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17
Q

True or false: Variable annuities are good short-term investments?

A

False, they’re long-term investments (typically for retirement).

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18
Q

Fundamental benefit of munis

A

interest income that is tax-exempt

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19
Q

True or false: IAs can use soft dollar rebates to pay for trips to seminars?

A

False, only the attendance fee can be covered. Travel fees ARE NOT covered.

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20
Q

True or false: Soft dollar arrangements must be disclosed in an IA’s Form ADV Part 2 OR Brochure?

A

True

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21
Q

USA Statements About Fraud

A

It’s unlawful for any person to directly or indirectly:
1. Employ and device, scheme, or artifice to defraud
2. Make an untrue statement about a material fact or omit a material fact
3. Engage in any act of fraud/deceit

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22
Q

USA prohibitions

A
  • Telling clients that registrations of BDs or agents implies that their business practices are certified/approved by SEC, Adminstrator, or FINRA: promising that a security is safe because it’s registered is false
  • Promise to perform certian services and not following through
  • Promise fee services and then charge hidden fees
  • Falsely state anticipated or current earnings
  • Falsely state the amt of a commission or markup
  • Overstate or misrepresent the status of a client’s account
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23
Q

True or false: Using inflated lanuage, such as: always, never, definitely, guarentee may be problematic when making investment recommendations?

A

True

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24
Q

True or false: A fund w/ a deferred sales charge may be described a noload fund?

A

False, only funds w/ no front-end sales charges, back-end (deferred) sales cahrges, and no 12b-1 fees that exceed 0.25% of the fund’s avg net assets each year may be described as no-load.

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25
Q

Agents and IAs may create rumors to affect the price of a stock?

A

False

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26
Q

Insider info

A

Any material info that has not yet been disseminated to the public. An agent who has access to material nonpublic info may not make recommendations and may not discuss it w/ anyone (except for a supervisor).

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27
Q

True or false: Since key officers within a firm have material nonpublic info as well as large amounts of the corporation’s securities, they must be careful when they buy or sell their companies’ securities?

A

True

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28
Q

Penalties for insider trading

A

The SEC may impose penalties of up to 3X the profits earned or losses avoided. The violators will obviously be required to forfeit their profits. Investors who believe they were harmed may sue.

The government may prosecute offenders criminally w/ fines of up to $5MM and jail sentences up to 20 years. Corporations may face criminal penalities up to $25MM.

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29
Q

Commingling

A

The practice of intermixing securities belonging to customers w/ those belonging to the BD. Client securities held by the BD must be separated from securities owned by the BD. This is done to prevent the misuse of customer securities and to eliminate the risk of commingling.

  • Commingling is usually mitigated by securities being registreed in a client’s name and sent directly to the client. OR, securities may be held in safekeeping by the BD w/ the firm charging the client a reasonable fee for the service.
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30
Q

True or false: Customer securities and BD securities may be kept in the same vault?

A

True, they may be kept in the same vault as long as it’s clear which certificates belong to the BD and which certificates belong to customers.

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31
Q

Conversion

A

When an agent illegally takes possession of a client’s assets for their own personal use. An agent MAY NOT deposit cash or securities that belong to a customer into their personal or business account under any circumstances.

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32
Q

True or false: Agents who inadvertently hold funds or securities belonging to clients for longer than 3 business days are considered to have custody of clients’ assets.

A

True

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33
Q

When is it acceptable for an agent to borrow or lend money from/to a client?

A
  1. The customer is a member of the agent’s immediate family
  2. The customer is a financial institution that’s regularly engaged w/ extending credit
  3. The customer and the agent are both registered persons of the same BD
  4. The customer and the agenet have either a personal or business relationship that exists outside of the brokereage relationship

  • A BD MUST have written procedures for borrowing/lending money to/from a client.
  • Unless the situation is #1 or #2, agents must provide notification to their member firms and obtain written approval prior to entering into the arrangements.
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34
Q

When is it acceptable for an IA to borrow or lend money from/to a client?

A
  • The client is a BD
  • The client is an affiliate of the IA
  • The client is a financial institution
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35
Q

When is it acceptable for an agent to share in the profits and losses in a client’s account?

A
  • The sharing arrangement is approved in writing by the customer and the agent’s BD
  • The sharing is proportionate based on the amount invested by each party
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36
Q

True or false: Agents are prohibited from guaranteeing their clients a minimum rate of return or a specific profit on an investment. Also, if clients lose money on their investments, agents are prohibited from reimbursing them for any portion of those losses?

A

True

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37
Q

True or false: Employees who want to open accounts outside of the firm they work at in which securities transactions can be executed do not need written consent from their employer?

A

False, they MUST get prior written approval from their employer. Additionally, the employee MUST notify the outside firm that they work for a different firm. This rule also applies to any account that the employee has beneficial interest:
- the employee’s spouse
- The employee’s children
- Any related person
- Any other individual that the employee has control

  • If the employee already had the account before starting with the firm, they have 30 days within starting the job to notify their employer and the executing firm.
  • Once an account has been opened for a member firm employee, the executing firm is not required to obtain the employing firm’s approval prior to the entry of each order.
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38
Q

True or false: Upon written request, the executing firm is required to
send duplicate copies of confirmations, statements, or any other transactional information to the employee’s broker-dealer?

A

True

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39
Q

True or false: The requirements of this rule apply to accounts that are limited to transactions involving redeemable investment company securities (mutual fund shares), unit investment trusts, variable contracts, or 529 plans?

A

False, they DO NOT

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40
Q

Hows must BDs handle complaints

A

BDs must respond to ALL customer complaints whether the complaints is electronic or in writing. If an agent receives a complaint, they must forward it to their immediate supervisor. IGNORING OR FAILING TO RESPOND TO A COMPLAINT IS A VIOLATION OF USA.

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41
Q

True or false: BDs must notify the Administrator of complaints?

A

False

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42
Q

Front running

A

When a brokerage exectues orders for its own account to take advantage of advance knowledge of pending orders from its customers.

43
Q

Shadowing

A

When a BD executes a trade for its own account immediately after it executes a subtantial client trade but before the trade is reported.

44
Q

Painting the tape

A

When finanical professionals buy/sell securities among themselves in order to create false trade volume. The appearance of increased trading volume is intended to attract investors.

45
Q

Trading ahead

A

When a firm’s sales team trades right before the release of a research report. FINRA created a rule that prohibits a member from establishing, increasing, decreasing, or liquidating an inventory position in a security or derivative of that security based on material, non-public, advanced knowledge of the content and timing of a research report in that security. This includes debt/equity/derivatives, exchange and non-exchange-listed securities.

46
Q

Selling away

A

When an agent executes a securities transaction w/o notifying their BD. In other words, the agent is selling away from the supervisor.

47
Q

A client contacts his agent and enters a market order to sell a 1,000-share position in RST Corp. Rather than route the order for immediate execution, the agent holds the client’s order because he feels as though RST stock is going to rally later in the day. Ultimately, the agent was right and the stock was later sold near the closing price which was the high for the day. Was the agent justified in holding the client’s order?

A

No. Although delaying the execution of the market order resulted in a benefit to the client, knowingly failing to follow client instructions is an unethical business practice. This rule applies even if the broker-dealer or agent has discretion over the account.

48
Q

True or false: Agents can place an unsolicited order for unregisterd, non-exempt securities?

A

True. However, the Administrator may require a signed acknowledgement from the client confirming that the order was unsolicited. Agents MAY NOT place a solicited order for unreigstered, non-exempt securiites.

49
Q

True or false: BDs are responsible for ensuring that every customer who purchases a new issue receives a copy of the FINAL prospectus by the date the transaction is confirmed?

A

True.

  • An agent should NEVER highlight any portion of the prospectus.
50
Q

Firms that sell a new issue in the aftermarket shortly after it beings trading may also be required to deliver a final prospectus. What are the time frames?

A
  • For a non-listed IPO: 90 days
  • Fora non-listed follow-on offering: 40 days
  • For an IPO to be listed on the NYSE or NASDAQ: 25 days
  • For an NYSE or NASDAQ follow-on offering: No requirement
51
Q

True or false: If a BD is affiliated w/ or controlled by an issuer of a security, it must disclose this relationship to all of its clients before allowing them to buy/sell the security?

A

True. The firm may vebally disclose the relationship as long as they provide written notice by no later than the date when the transaction is completed. Obviously BDs can provide written notice prior to the transaction and satisfy this obligation as well.

52
Q

True or false: Firms can delay the delivery of securities for 5 business days?

A

False, firms are not allowed to delay the delivery of securities that were purchased by a client, delay the payment to a client for securities sold from
their account, or delay the payment of funds that a client has available in his account (free credit balance).

53
Q

True or false: BDs may buy and sell securities on a client’s behalf if the client grants them oral permission for 10 days?

A

False, IAs and IARs may buy and sell securities on a client’s behalf if the client grants them oral permission for 10 days. BDs MUST first obtain written discretionary authority.

  • Written discretionary authority is not required when the customer instructs an agent to buy or sell a specific amount of a security and leaves only the exact price and time to the agent.
54
Q

Not-held order

A

An order where the client determines the action, asset, and amount but leaves the decision to the price and/or time of execution up to the agent. These DO NOT require written authorization but ONLY may be executed on the day during which the order was entered.

55
Q

Durable power of attorney

A

When a client names an authorized person to manage their financial affairs in the case of a coma. ALL FORMS OF POWER OF ATTONEY BECOME VOID AT THE TIME OF THE CUSTOMER’S DEATH.

56
Q

Telephone solicitation rules for BDs

A
  • Cold calling can only be done between 8am and 9pm local time, unless given prior approval by the household.
  • The callers must give basic info about themselves and the firm
  • Each broker-dealer is responsible for creating a Do Not Call List.
  • RRs may not harrass the people being called.
  • Firms must ensure that the phone # is not being blocked by caller ID.
  • Pre-recorded messages are prohibited unless the person being called gives consent.

  • The time-of-day and disclosure requirements don’t apply to existing customers if the purpose of the call is to service the client’s account.
57
Q

Breakpoint

A

The minimum amt of money that clients need to invest in order to receive a discounted sales charge. The more money invested the lower the sales charge.

58
Q

Letter of intent

A

Allows clients to qualify for a breakpoint w/o immediately depositing the required funds. Once the letter is signed, investors are given 13 months to meet their investment target.

59
Q

True or false: Agents must disclose ALL costs regarding an investment company, including sales charges, mgmt fees, and 12b-1 fees and deferred sales charges.

A

True. The agent must also inform clients about breakpoints and letters of intent.

60
Q

Prohibited disclosures of an agent regarding a mutual fund:

A

When soliciting sales of mutual funds, agents may not state or imply:
- A fund’s current yield or income w/o disclosing the most recent average annual return calculated for 1, 5, and 10 year periods.
- Compare a mutual fund to a savings account w/o disclosing that mutual funds are not FDIC insured.
- The existence of credit quality, insurance, or any sort of guarentee w/o disclosing relevent risks.
- That purchasing shares before the ex-dividend date is advantageous unless there are specific tax advantages.

61
Q

True or false: Agents may provide clients w/ a summary prospectus of mutual funds rather than the regular prospectus?

A

True

62
Q

Rules for securities transactions by BDs at a bank

A
  1. Setting
  2. Netwoerking arrangements
  3. Customer disclosure
  4. Written acknowledgement
  5. Communications with the public
  6. Notification of termination
63
Q

Setting

A

Whenver possible, a brokerage’s activities should be separated from the where the bank accepts retail deposits. If impossible, the brokerage’s activities MUST be clearly distinguished from that bank’s activities.

64
Q

Networking arrangement

A

An understanding between a BD and bank under which a BD conducts business on the premises of a retail bank. These arrangements must be governed by written agreements that define the responsibilities of all parties in order to be compensated. These agreements MUST state that the firm’s supervisory personnel and state admin can access bank’s premises to inspect the records maintained by the brokerage.

65
Q

Customer disclosure

A

The following disclosures must be made any time a brokerage opens up an investment account for a client on the premises of a bank:
1. These products are not insured by FDIC
2. They are not bank deposits nor savings accounts
3. They are subject to investment risk, which includes loss of principal

66
Q

Communications with the public

A

All confirmations and account statements must clearly indicate that the BD is the one providing investment services, not the bank. Advertisements must also provide customer disclosures, however a shorter logo format is optional:
- Not FDIC insured
- No bank guarentee
- May lose value

67
Q

True or false: A BD has 5 days to inform the bank if it has cause to terminate an agent who’s employed by the bank?

A

False, they must promptly alert the bank

68
Q

Disclose or abstain principal

A

The general rule for handling conflicts of interest for IAs. IAs must disclose any conflict of interest to a client before providing service.

69
Q

Items that IAs and IARs must disclose

A
  1. Acting as a BD or agent for advisory clients
  2. IAs intending to use the services of a BD of whom they’re associated with
  3. When the IARs personal transactions are different from advice given to clients
  4. Effecting agency cross or principal transactions for advisory clients
  5. Using 3rd party research
  6. Receving hidden fees
  7. Receving any form of compensation for soliciting or referrring clients to another IA or BD
  8. Receving transaction-based compensation, including 12b-1 or other marketing fees, related to securities recommended to clients.
70
Q

Items that IAs and IARs must abstain from

A
  1. Acting as an issuer or affiliate of an issuer
  2. Recommending unregistered, non-exempt securities or the use of unregistered BDs
  3. Engaging in any fraud
  4. Charging unreasonable fees
  5. Failing to disclose availability of fee discounts
  6. Using contracts intended to limit or avoid any liability under the law
  7. Limiting a client’s option’s w/ regard to the pursuit of a civil case or arbitration
  8. Borrowing money from or lending money to clients
71
Q

Principal trades vs cross trades

A

Principal trades: When an IA buys/sells securities for its own inventory

Cross trades: When an IA acts as a broker for both a client and another person. For the firm to effect a cross trade, one side of the trade must be unsolicited

72
Q

Under what circumstances is an IA allowed to perform principal and cross trades?

A

If the firm discloses what they’re doing prior to the transaction AND obtains EACH client’s written consent

  • These requirements are ONLY for IAs, not BDs
73
Q

Firm A is registered as both a broker-dealer and an investment adviser. Jim, an advisory client of Firm A, has just placed an order to sell 500 shares of XYZ. Firm A knows another advisory client for whom XYZ would be an appropriate purchase. Firm A would charge a small brokerage fee for arranging the trade. Is this permissible?

A

Yes, as long as firm A oobtains each cleint’s written consent prior to the trade and discloses the firm’s dual capaity to each customer.

74
Q

When can an IA release confidential client info?

A

When it’s required to do so by law or w/ the client’s approval. The Administrator, the SEC, FINRA, and the IRS are regulatory organizations that have the authority to demand access w/o the client’s approval.

75
Q

What are IAs prohibited to include in advertising under USA?

A
  • State that a report, analysis, or other service will be furnished free, unless these items have no cost or obligation.
  • Contain false statements of material info.
76
Q

True or false: IAs may not include a list of their previous investment recommendations in advertisements or sales?

A

False, they’re allowed to permitted that the list contains all recommendations in the relevant time frame which must be at least one year. The list must also state the name of each security, the date on which the recommendation was made, the type of recommendation (buy, sell, hold) and the current market price of the security.

77
Q

True or false: If IAs use a variety of different outside sources (research report, news, etc) they do not need to disclose their sources to their clients?

A

True, however, if they heavily utilize research reports they much disclose that they are not the author of these materials.

78
Q

True or false: BDs that exclusively sell products may use the term ‘financial planner’ to describe their title?

A

False

79
Q

Investment council/registered investment adviser

A

A firm/individual that’s a registered IA, whose principal business is being an IA w/ a substantial part of their duty being investment superivsery services.

  • Investment council or registered investment adviser may be used on a business card but acronyms are not allowed (ex: IAR or RIA)
80
Q

Investment supervisory services

A

The continuous individualized advice related to the investment of a client’s funds

81
Q

True or false: If a firm allows the use of social media, a principal is required to review the sites prior to use to inspect whether the site is designed in such a way to allow personnel to comply w/ regulatory requirements?

A

True. All of the other rules that apply to communications w/ the public apply to social media.

82
Q

Provisions related to social media that firms should include in their compliance programs:

A
  • Usage guidelines: appropriate ways or usage and restrictions
  • Content standards
  • Monitoring
  • Approval of content
  • Training
  • Personal/professional sites
  • IT
83
Q

Conditions that must be met for IAs to use testimonials:

A
  • Disclosure: IAs must disclose whether the person making the testimonial is a client, whether person making the testimonial is being compensated, and any conflicts of interest.
  • Oversight: IA must supervise testimonials and a written contract must be created if the person doing the testimonial is getting paid unless the person is getting paid <= $1M during the preceeding 12 month period
  • Disqualification: Certain bad actors are not permitted to make testimonitals
84
Q

Adoption

A

The SEC considers adoption to be when third-party content is created w/o being requested by an IA, however the firm uses it in their marketing campaign. A common example of this is when an IA reposts and comments on something. If they report but don’t comment, it’s not considered adoption.

85
Q

True or false: IAs cannot delete or edit profanity posted by clients on the IA’s social media site?

A

False, they can

86
Q

True or false: If an IA pays for a social media post, it’s a testimonial?

A

True

87
Q

Entangled

A

When an IA pays a 3rd party to create a post on the 3rd party’s website

ex: An IA pays a blogger to create a list of the most succesful IAs

  • Adopted and entangled content are allowed as long as they don’t mislead the consumer.
88
Q

True or false: Even though adopted and entangled content are not directly created by the IA, the IA is still responsible for its accuracy?

A

True

89
Q

Conditions that must be met for IAs to use performance-based advertising:

A
  • Fees: A firm cannot say how much return it generated for its clients in an advertisement unless it discloses its return net of fees (ex: 7% total return - 1% mgmt fee = 6% net return)
  • Time frames: IAs should use returns over 1 year, 5 year, AND 10 year periods. If the firm hasn’t existed for 5 or 10 years, use the lifetime of the firm.
  • No approval: Firms cannot imply that the SEC has approved or reviewed performance #s.
  • Hypothetical returns: IAs can use hypothetical returns (estimates) as long as they’re not misleading. There are no timeline requirements for hypothetical returns.

  • IAs should also be sure to use similar portfolios if comparing their returns.
90
Q

IT Policy

A

IA firms must have IT policies. Many firms have begun to maintain cybersecurity insurance.

91
Q

NASAA Model Act

A

Designed to protect vulnerable adults from financial exploitation. This applies to BDs and IAs. NASAA requires BDs to report suspected financial exploitation of eligible adults to state regulators and Adult Protective Services (APS).

-FINRA has also adopted a financial exploitation rule.

92
Q

Eligible adults

A
  1. Any person who is 65 or older
  2. Any mentally- or physically-impaired adult (18 or older)
93
Q

Financial Exploitation, as defined by NASAA

A
  • Wrongful/unauthorized taking, withholding, or misuse of someone’s funds or securities
  • When someone other than the specified adult obtains control through fraud of the specified adult’s money, assets, or property.
  • When someone other than the specified adult converts the specified adult’s money, assets, or property.
94
Q

Trusted contact person

A

Specified adults may have certain individuals they trust that a financial professional must contact in the event of fraud.

95
Q

Delaying disbursements for a specified individual’s account

A

A BD or IA can delay disbursements from a specified adult’s account if:
- After initiating an internal review of the requested disbursement, the BD or IA has reason to believe there is potential exploitiation.
- By no later than 2 business days the IA or BD notifies all parties (unless they’re suspect of the wrongdoing) of the delay
- By no later than 2 business days the IA or BD notifies the Administrator and APS
- The firm continues its interal review and reports its findings to the Administrator or APS within 7 business days after the initial request for disbursement.

96
Q

Expiration of the disbursement delay

A

The delay of disbursement will expire upon the sooner of:
1. A determination by the IA or BD that there’s no financial exploitation, OR
2. 15 business days after the date that the IA or BD initially delayed the disbursement UNLESS the Administrator or APS agency requests the delay be extended which in that case the delay will expire in 25 business days after the date the disbursement was initially delayed.

97
Q

Common rule for determining asset allocation

A

(100% - age) = % of growth or equity investments (w/ the remaining % as income or bond investments).

98
Q

Components of an option:

A

Underlying security:
Expiration date: for a standardized contract, the 3rd Friday of the expiration month
Exercise price/strike price: the price the contract owner is entitled to buy/sell the underlying for.
Premium: The amount the option buyer pays for the contract. The writer is entitled to keep the premium regardless of whether the owner chooses to exercise the option.

99
Q

Option premium

A

Time value + intrinsic value
Intrinsic value = the amt the option is in-the-money
Time value= the portion of an option’s premium that exceeds the intrinsic value

  • Intrinsic value will either be zero or a positive value. This means that premiums of options that are at-the-money or out-the-money will consist only of time value.
  • An option’s time value will diminish over time and at expiration there will be no time value.
100
Q

A security is being registered with the state Administrator by the issuer using registration by qualification. When investors purchase the security from the issuer, when must the prospectus be delivered?

A

Before the sale. Under USA, a prospectus must be delivered to an investor at the time a security is being offered under registration by qualification.

101
Q

True or false: A firm cannot say how much return it generated for its clients in an advertisement unless it discloses its return net of fees?

A

True

102
Q

Excessive trading

A

When an IAR executes trades outside the client’s ability to pay

103
Q
A