WRITTEN SUPERVISORY PROCEDURES. SUPERVISORY CONTROL PROCEDURES October 2014

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1 WRITTEN SUPERVISORY PROCEDURES SUPERVISORY CONTROL PROCEDURES October 2014

2 GENERAL... 7 A. Supervisory System... 8 B. Format of Supervisory Procedures... 8 C. Actions to be Taken upon Discovery of Noncompliance or Other Violation... 8 II. SUPERVISORY SYSTEM... 8 A. Designation of Business Locations... 8 B. Designation of Principals and Other Supervisors; Chain of Supervision C. Delegation of Chain of Supervision Responsibilities D. Delegation of Chain of Supervision Responsibilities to the President E. Qualification of Supervisors F. Distribution of Supervisory Procedures Manual and Amendments G. Distribution of Compliance Procedures to Registered Representatives (RRs) H. Amending Supervisory Procedures and Compliance Manuals I. Annual Compliance Meetings J. Reviews of Business and Supervisory System K. Activity and Supervisor Reports and Forms L. Report Review M. Internal Review Process N. Review of Heightened Supervisory Procedures III. MEMBERSHIP AND REGISTRATION OF THE FIRM A. Maintaining Current Form BD and FINRA Membership Agreement B. Maintaining Required Registered Principals C. Registration Renewal Fees and Other Filings IV. MATTERS AND ACTIVITIES OF ASSOCIATED PERSONS A. Determination of Registration Status B. Background Investigations on Prospective Registered Persons C. Fingerprinting D. Examination and Initial Registration Requirements Compliance Department Page 2 of 98

3 E. Amendments to Form U-4 and Other Changes in Registration Status F. Dual Registration G. Continuing Education Requirements H. Compensation I. Outside Activities J. Termination of Registration K. Form U-4 and U-5 and Bad Acts Disclosure Review V. INSIDER TRADING VI. FINANCIAL, OPERATIONAL AND REPORTING ACTIVITIES A. Net Capital Requirements B. Financial Accounting C. Financial Reporting D. Financial Reporting Responsibility for General Ledger Accounts and Identification of Suspense Accounts E. Cash Transaction Reporting, Bank Secrecy Record Keeping F. Customer Complaint Handling F. Adverse Events Filings G. Reporting of Specified Events and Customer Complaints H. Books and Records I. Regulatory Inspections VII. DEALING WITH CUSTOMERS, OTHER BROKER/DEALERS AND SERVICE PROVIDERS A. Dealing with Customers B. Maintenance of Customer Account Files D. Review of Transactions E. Review of Customer Accounts F. Customer Funds and Securities G. Prohibition Against Guarantees H. Do Not Call I. Gifts and Gratuities Compliance Department Page 3 of 98

4 J. Business Arrangements with Others K. Extension of Credit to Customers VIII. COMMUNICATIONS WITH THE PUBLIC A. Securities Communications B. Speaking Engagements/Media Participation, Scripts or Outlines C. Outgoing Written Correspondence D. Incoming Written Correspondence E. Underwriting Activities F. Due Diligence G. Prospectus Delivery IX. TRADING AND MARKET MAKING ACTIVITIES X. FIXED INCOME SECURITIES XI. STRUCTURED PRODUCTS XII. MUNICIPAL SECURITIES XIII. DIRECT PARTICIPATION PROGRAMS A. Suitability B. Disclosure XIV. OPTIONS XV. BEST EXECUTION XVI. MUTUAL FUNDS AND UNIT INVESTMENT TRUSTS A. Prompt Transmission of Funds, Securities and Orders B. Mutual Fund Switching C. Breakpoints D. Fees and Charges XVII. VARIABLE PRODUCTS A. Product Committee Compliance Department Page 4 of 98

5 B. Compliance Department XVIII. REAL ESTATE INVESTMENT TRUSTS A. Suitability XIX. DEFERRED VARIABLE ANNUITIES A. Principal Review and Approval of Transactions B. Surveillance Procedures C. Firm Training Program XX. PRIVATE PLACEMENTS XX. BUSINESS CONTINUITY PLAN XXI. REMEDIAL ACTIONS A. Remedial Actions B. Response C. Action Plan D. Business Conduct Review Committee XXII. ANTI-MONEY LAUNDERING POLICY XXIII. REGULATION S-P XXIV. IDENTITY THEFT PROGRAM E. s for Identifying and Detecting Red Flags F. Preventing and Mitigating Identity Theft G. Updating the Program H. Reporting I. Oversight of Service Provider Arrangements J. Training of Identity Theft Program XXI. SUPERVISORY CONTROL PROCEDURES A. Designated Principals B. Testing and of Policies and Procedures Compliance Department Page 5 of 98

6 C. Report of Supervisory Controls D. Other Requirements of Rule XXII. ANNUAL COMPLIANCE AND SUPERVISION CERTIFICATION APPENDIX A APPENDIX B Compliance Department Page 6 of 98

7 GENERAL Updated September 2011 The Firm offers mutual funds, unit investment trusts, variable contracts as well as general equities, options, municipal securities, interests in limited partnerships, U.S. Treasuries, and debt instruments. The Firm sells these products through its registered representatives ( RRs ), many of whom are employees of CUNA Mutual or employees of a credit union or credit union service organization. The Firm is registered with the U.S. Securities and Exchange Commission ( SEC ) as a broker/dealer, pursuant to the provisions of the Securities Exchange Act of 1934 (the 1934 Act ), and is a member firm of the National Association of Securities Dealers, Inc. ( FINRA ). It is also registered with the securities commission in the states in which it operates. The Firm is subject to rules, regulations, policies, and guidelines adopted by the SEC, FINRA, and states for registered broker-dealers and FINRA members. The Firm has adopted policies and procedures that qualify it to rely on the net capital standard outlined in Rule 15c3-1(a) (2) (iv) under the 1934 Act as an introducing broker-dealer. Section 15(b)(4)(E) of the 1934 Act subjects a registered broker-dealer and its supervisors to liability if they fail to reasonably supervise a person associated with the broker-dealer ( associated person ). (An associated person of a broker-dealer means a person controlling, controlled by or under common control with, the brokerdealer. The term includes directors, officers, and employees of the broker-dealer, as well as its affiliates, such as parent and sister corporations. An associated person may be registered or exempt from registration under the FINRA s by-laws or rules.) A broker-dealer and/or its supervisors will not be deemed to have failed to reasonably supervise an associated person if: (1) The broker/dealer has established procedures for supervising the associated person; (2) The broker/dealer has established a system for applying such procedures, which would reasonably be expected to prevent and detect, insofar as practicable, any violation of these procedures by the associated person; (3) The broker/dealer or supervisor has reasonably tested or reviewed such procedures and system, identified any gaps within the procedures and system and outlined a plan to resolve any gaps; (4) The broker/dealer or supervisor has reasonably discharged the duties and obligations incumbent upon it, him or her by reason of such procedures and system, without reasonable cause to believe that the procedures and system were not being complied with. Rule 3010(b) of the FINRA Rules requires each member firm to establish, maintain and enforce written procedures to supervise the types of business in which it engages and to supervise the activities of registered representatives and associated persons that are reasonably designed to achieve compliance with applicable securities laws and regulations, and with the applicable Rules of this Association. The Firm has adopted the supervisory procedures set forth in this Manual and has designated a Chief Compliance Officer, who shall be responsible for maintaining these procedures and implementing additional procedures to carry out the supervisory responsibilities. In addition, MSRB Rule G-27 describes the Obligation to supervise the conduct of the municipal securities activities of the dealer and its associated persons. The policies and procedures within this manual include Compliance Department Page 7 of 98

8 municipal securities where applicable. (Sections regarding supervisory procedures, RR registration, customer complaints, transaction reviews, branch office reviews, books and records retention, correspondence review, annual review and updates to procedures, etc. ) A. Supervisory System The Firm s supervisory system consists of the following elements: these written supervisory procedures an internal examination and inspection program designation of supervisors and delegation of supervisory responsibilities to such supervisors use of activity and exception reports a system of supervisory control policies and procedures board oversight of supervisory program B. Format of Supervisory Procedures This Manual describes various regulatory requirements applicable to SEC-registered broker-dealers that are FINRA members. Where compliance with a requirement calls for the adoption and implementation of a procedure, this Manual identifies the Firm s procedure. For each procedure, this Manual explains the regulatory requirement intended to be addressed by the procedure, comments on what policies or procedures the Firm has adopted, and then describes the procedure or notes where it is contained. With regard to each procedure, this Manual identifies: the person responsible for ensuring that the procedure is followed, what specific steps the responsible person is required to take, and when those steps are to be taken. Further, because an essential aspect of a supervisory system is being able to evidence that a procedure has in fact been followed, this Manual discusses actions to document that the procedure was followed, and the maintenance and retention periods for such documents. C. Actions to be Taken upon Discovery of Noncompliance or Other Violation While it is the intention of the Firm to diligently pursue compliance with its policies and procedures, this Manual also includes guidance for addressing situations involving deficient compliance, noncompliance, or violations of law, regulations or policies. II. SUPERVISORY SYSTEM A. Designation of Business Locations Requirement: The FINRA rules are premised in part on the designation of the locations at which a member firm conducts its business. The FINRA rules recognize various types of offices: an office of supervisory jurisdiction ( OSJ ), a Branch Office, non-registered office, and locations of convenience. State securities commissions also may impose rules on registered broker/dealers based on their locations, as defined in their state Blue-Sky regulations. NASD Rule 3010(g)(1) defines an OSJ as a location where one or more of the following functions takes place: order execution and/or market making; structuring of public offerings or private placements; maintaining custody of customers funds and or securities; final acceptance (approval) of new accounts on behalf of the member; review and endorsement of customer orders; final approval of advertising or sales literature for use by persons associated with the member; or responsibility for supervising the activities of persons associated with the member at one or more other Branch Offices of the member. Every member firm must designate at least one OSJ. Compliance Department Page 8 of 98

9 Rule 3010(g)(2) defines a Branch Office as any location identified by any means to the public or customers as a location at which the member conducts a securities business. A non-registered office is a location that is not so identified and is not an OSJ. Rule 3010(g)(2) provides guidance for determining when a location is not identified to the public or customers. For instance, the rule excludes from the definition of Branch Office: (1) any location identified in a telephone directory line listing or on a business card or letterhead, which listing, card, or letterhead also sets forth the address and telephone number of the Branch Office or OSJ of the firm from which the person(s) conducting business at the non-branch locations are directly supervised; (2) any location referred to in a member advertisement (as defined in Rule 2210) by its local telephone number and/or local post office box, provided that the reference does not contain the address of the non-branch location and also sets forth the address and telephone number of the Branch Office or OSJ of the firm from which the person(s) conducting business at the non-branch location are directly supervised; and (3) any location identified by address in a member s sales literature (as defined in Rule 2210) provided that the sales literature also sets forth the address and telephone number of the Branch Office or OSJ of the firm from which the person(s) conducting business at the non-branch locations are directly supervised. Policy. The Firm has adopted the policy that activities and functions will be carried out so that only its home office in Waverly, Iowa ( Waverly OSJ ), the office located in Madison, Wisconsin ( Madison OSJ ), and designated field locations are Offices of Supervisory Jurisdiction. Office locations, including those located within credit union locations are registered as Branch Offices, provided they meet the requirements as outlined within Rule 3010(g)(2) as discussed above. Certain locations at which registered persons are located are to be operated so as to be treated as non-registered locations, or as appointment only (location of convenience) locations which are not held out as branches as defined by Rule 3010(g)(2) (although they will be registered with state securities commissions if required by applicable law). The Chief Compliance Officer is responsible for compliance with the policy and is directed to observe the following procedures: Compliance Department Page 9 of 98

10 OFFICE REGISTRATION PROCEDURES Designated Principal(s) Ensure that locations are properly designated and identified on Form BD Schedule E if applicable, and that activities conducted at each location are permissible given its designation. Consider OSJ and Branch Office requirements whenever a new location is established. Consider OSJ requirements when there is a change in responsibilities or functions for persons at a non-osj location. Consider requirements when there is a change in responsibilities or functions for persons at a non-registered location. List of offices maintained at the Waverly OSJ Reflected on filings made with FINRA and states Current list of locations maintained at the Waverly OSJ Historical records of designations maintained in Licensing Files Six years Corrective action taken by Chief Compliance Officer. Significant violations will be brought to the attention of the President. B. Designation of Principals and Other Supervisors; Chain of Supervision Requirement. NASD Rule 3010(a)(2) requires that a broker-dealer designate one or more appropriately registered principals with authority to carry out its supervisory responsibilities for each line of business in which it engages for which registration as a broker/dealer is required. In addition, NASD Rule 3010(a)(4) requires that each broker-dealer designate one or more principals in each OSJ with the authority to carry out the supervisory responsibilities of that office. A supervisor also must be appointed for every Branch Office and non-registered location maintained by the member firm. Whether that supervisor must be a principal for such locations depends on the factors outlined in Rule Applicable states Blue-Sky requirements also may dictate whether the appointed supervisor for a location must be a principal. Finally, NASD Rule 3010(a)(5) also requires that each registered person be assigned to a supervisor. NASD Rule 3010(b)(2) requires that each broker-dealer s written supervisory procedures set forth the titles, registration status and locations of the required supervisory personnel and the responsibilities of each supervisory person. In addition, the brokerdealer must maintain an internal record of the names of all supervisory personnel and the dates they became supervisors. Policy. The Firm has designated the following Principals for specific functions or areas: Appendix A identifies the individuals currently filling these positions. The Firm has adopted the following chain of supervision for the sales force: RRs Limited OSJ (where applicable) FCMs Manager, Field Compliance With regard to the chain of supervision, the Firm requires that all of the following persons in the chain register as Principals: (1) Limited OSJ (where applicable) (2) FCMs (3) Manager Field Compliance. The Chief Compliance Officer must also be a registered Principal. The Chief Compliance Officer is responsible for Compliance Department Page 10 of 98

11 ensuring the designation of principals and supervisors (subject in some cases to approval by the Board of Directors) to carry out the supervision and oversight of Firm policies and procedures. MAINTENANCE OF SUPERVISORS PROCEDURE Chief Compliance Officer (or designated principal) Verify that requisite principals are designated Identify supervisory responsibilities of each supervisor Maintain list of supervisors and their responsibilities Maintain written chain of supervision Upon inception of the Firm s operations Upon termination of a principal Upon appointment to fill position previously occupied by a principal changes in job responsibilities occur for a supervisor or principal the Firm s operations change or expand As otherwise necessary List of principals and chain of supervision Current designations of principals and chain of supervision included in this Manual. Three years after date of last use Corrective action taken by Chief Compliance Officer. Significant violations will be brought to the attention of President. C. Delegation of Chain of Supervision Responsibilities Requirement. NASD Rule 3010 requires that a member firm adequately supervise all of its personnel, including those who supervise the RRs. Firm Policy. The Firm has assigned designated principals to supervise Firm personnel. 1. Meetings The Chief Compliance Officer or principals on his or her staff is directed to meet periodically with the FCMs and Supervising Principals to review the policies and procedures in this Manual and the Compliance Manual. Compliance Department Page 11 of 98

12 PROCEDURE Chief Compliance Officer (or designated principal) Meet with Supervising Principals Discuss compliance issues with Supervising Principals, obligations of the Supervising Principals under the Firm s supervisory system and the procedures and policies instituted there under and any compliance problems, issues or questions. At least once per year or more frequently when directed by the Chief Compliance Officer. Meeting records (e.g schedule and notes) Calendar entries, notes, etc. One year Corrective action taken by Chief Compliance Officer. Significant violations will be brought to the attention of President. 2. On-Site Reviews On-Site Inspection Plan Per NASD Rule 3010(c) Internal Inspections, a FINRA member shall establish and maintain a system to supervise the activities of each registered representative and associated person that is reasonably designed to achieve compliance with applicable securities laws and regulations, and with applicable FINRA Rules. Final responsibility for proper supervision shall rest with the member. Rule 3010(c)(2) states that a member must reduce each office inspection to a written report. The report must include testing and verification of the member s policies and procedures. It is noted that the supervision of customer accounts serviced by branch office managers, the validation of customer address changes and changes to other customer account information is not performed at branch locations. The validation of and supervisory controls and testing for these functions is performed at the Firm s Home Office. The Firm has directed the designated Compliance Dept. staff to perform announced inspections of each registered OSJ, registered Limited-OSJ, registered branch location and unregistered branch, otherwise known as a location of convenience. The following procedures are to be observed for each site location. (Note the Firm may not have all four types of locations.) Compliance Department Page 12 of 98

13 Registered OSJ Inspection Plan Designated staff: Manager of Field Compliance Manager, Field Compliance Managers, or Compliance Specialist Conduct on-site reviews of OSJ office and files Submit report describing scope of review of OSJ offices, findings of fact, conclusions, and recommendations to Chief Compliance Officer or designated staff. Annually Written reports submitted to OSJs for follow up by the OSJ Supervising Principal with a copy maintained in the Compliance Dept. Electronic copy maintained by the CBSI Compliance Dept. Three years Corrective action taken by Chief Compliance Officer Registered Limited-OSJ Inspection Plan Designated staff: Manager of Field Compliance Manager, Field Compliance Managers, or Compliance Specialist) The designated staff member must be someone other than one which could be considered a conflict of interest. uses an independent dealer model for some of its branch office locations, which consists of small or single-person offices reporting directly to an OSJ Supervisory Principal, who is usually also the branch manager as well. Per the FINRA Supervisory Control Amendments Phone in Workshop 12/16/04, dated 1/11/2005, a member firm in this instance may use the Rule 3010 exception, relating to limited size and resources. Conduct on-site reviews of OSJ office and files Submit report describing scope of review of OSJ offices, findings of fact, conclusions, and recommendations to Chief Compliance Officer or designated staff. Annually Written reports submitted to OSJs with a copy retained by the Compliance Department. Copy maintained by the CBSI Compliance Dept. Three years Corrective action taken by Chief Compliance Officer. Compliance Department Page 13 of 98

14 Registered Branch Inspection Plan Designated staff: Manager of Field Compliance Manager, Field Compliance Managers, Supervising Principals, or Compliance Specialists Conduct on-site reviews of branch office and files Submit report describing scope of review of branch office, findings of fact, conclusions, and recommendations to Chief Compliance Officer or designated staff. A minimum of once every three years. Branch offices shall be inspected based on a risk criteria compilation. The risk criteria compilation will be used to determine how often branch offices will be inspected and whether the inspection will be announced or unannounced. Virginia branch offices will be inspected annually per state requirement. Other branches may also be selected for review if other oversight is deemed necessary. Other RRs will generally be inspected biannually. No RR branch office will be inspected less than once every three years. Written reports submitted to branch location with a copy retained by the CBSI Compliance Dept. Electronic copy maintained by the CBSI Compliance Dept Three years Corrective action taken by Chief Compliance Officer. Unregistered Branch Inspection Plan Locations of Convenience Designated staff: Manager of Field Compliance Manager, Field Compliance Managers, Supervising Principals, or Compliance Specialists Conduct on-site reviews of location Submit report describing scope of review of location, findings of fact, conclusions, and recommendations to Chief Compliance Officer or designated staff. A minimum of once every five years. Written reports submitted to registered person conducting business at location with a copy maintained by the CBSI Compliance Dept. Copy maintained by the CBSI Compliance Dept. Five years or until next inspection report is created; three years if LOC is closed after last inspection. Corrective action taken by Chief Compliance Officer. Compliance Department Page 14 of 98

15 3. Heightened Inspection Procedures Requirement. NASD Rule 3010(c)(3) requires a member to have in place procedures that are reasonably designed to provide heightened office inspections if two conditions are met: The person conducting the inspection reports to the branch office manager s supervisor or works in an office supervised by the branch manager s supervisor, and The branch office manager generates 20 percent or more of the revenue of the business units supervised by the branch office manager s supervisor. Policy. The Firm has adopted guidelines for reviewing revenue of producing managers to determine if/when heightened office inspections are necessary. For the purpose of calculating the a producing manager s 20% revenue threshold, revenue from first year securities revenue of the producing manager is compared with the total first year securities revenue of all representatives within the producing manager s supervisor s business unit. The Firm s business unit is defined as all registered representatives assigned to the Field Compliance Manager/Supervising Principal who supervises the producing manager. Review of the sales ratio may be periodically but will be no less than annually, which will include review of the prior 12 months sales activity. QUALIFICATION PROCEDURES Designated Compliance Department Associate: Manager of Field Compliance Manager, Field Compliance Managers, or Compliance Specialist Review prior 12 months producing manager sales ratio compared to business unit, no less than annually District Summary with Rep Detail reviewed periodically, no less than annually Electronic copy maintained by the CBSI Compliance Department Compliance Department Page 15 of 98

16 HEIGHTENED INSPECTION PROCEDURES Designated Compliance Department Associate: Manager of Field Compliance Manager, Field Compliance Managers, or Compliance Specialist Develop and implement Heightened Inspection Plan if the two conditions noted above are met Heightened Inspection Plan may include: Increased review of inspections of branch offices: physical visit or review of inspection reports Unannounced review of producing manager s OSJ location and/or branches supervised by producing manager Periodic sampling of transactions which appear on exception reports by the Home Office Compliance Department Other additional oversight as directed by the Chief Compliance Officer Heightened Inspection performed periodically, no less than annually District Summary with Rep Detail reviewed periodically, no less than annually Electronic copy maintained by the CBSI Compliance Department D. Delegation of Chain of Supervision Responsibilities to the President Requirement. NASD Rule 3010 requires that a member firm establishes a system of supervision and assigns supervisory responsibilities to each supervisor in the system. Firm Policy. The Firm has assigned the President the responsibility to supervise the Chief Compliance Officer, and has directed that the President periodically meet with the Chief Compliance Officer. SUPERVISION PROCEDURE President Meet with the Chief Compliance Officer Discuss compliance of OSJs Supervising Principal and RRs, the role of the Chief Compliance Officer under the Firm s compliance system and any compliance problems, issues or questions. At least once per year or more frequently Meeting notes President s or Chief Compliance Officer s File One year President to take corrective action Compliance Department Page 16 of 98

17 E. Qualification of Supervisors Requirement. NASD Rule 3010(a)(6) requires that each broker/dealer make reasonable efforts to determine that all supervisory personnel are qualified by virtue of experience or training to carry out their assigned responsibilities. The FINRA has explained that a qualified person should be knowledgeable with respect to both regulatory requirements and the firm s product line, experienced in the activities that take place in the office he or she is supervising and capable of exercising authority over his or her subordinates. In addition, factors such as relevant industry experience, previous employment, and disciplinary history should be taken into account. Policy. The Firm has adopted qualification requirements for supervisors. The Chief Compliance Officer is responsible for reviewing and updating these requirements in accordance with these procedures and for ensuring all applicants meet the applicable standards: QUALIFICATION PROCEDURES Chief Compliance Officer (or designated principal) Review and update qualification requirements Verify that each applicant and supervisor satisfies the Firm s qualification requirements Upon change in business operations or regulatory pronouncement impacting qualification standards. changes in persons or job responsibilities occur Appendix A In the Written Supervisory Procedures (WSP) F. Distribution of Supervisory Procedures Manual and Amendments Updated February 2013 Requirement. NASD Rule 3010(b)(4) requires that a copy of a member firm s supervisory procedures be maintained in each OSJ and at any other location where supervisory activities are conducted on behalf of a member firm. Policy. The Firm requires that a copy of this Manual be provided to every supervisory principal. The Compliance Manager or Manager of Field Compliance Managers (or principal designated by either Manager) is responsible for implementing the policy and is directed to observe these procedures: Compliance Department Page 17 of 98

18 COMPLIANCE PROCEDURE Compliance Manager or Manager of Field Compliance Managers (or principal designated by either Manager) Provide or direct that a copy of this Manual be given to supervisory personnel Distribute updates to appropriate persons Upon designation of a supervisor in supervising chain Upon pertinent updates Dates of updated material with this document Posting to compliance center on Firm s web site Compliance Department Records Three years after date of last use Corrective action taken by Chief Compliance Officer. Significant violations will be brought to the attention of President. G. Distribution of Compliance Procedures to Registered Representatives (RRs) Updated February 2013 Requirement. An effective supervisory system depends in part on the observance by all registered persons of the firm s policies and procedures. Thus, it is critical to communicate compliance requirements to all RRs. Policy. The Compliance Department has designed Compliance Manuals that reflect certain policies and procedures of the Firm. The Compliance Department associates, as needed, update the Compliance Manuals, to reflect changes in applicable rules or regulations or changes to the Firm s business or operations. RRs are directed to the Firm s Compliance Manuals upon association with the Firm and when material updates are issued. COMPLIANCE PROCEDURE Compliance Specialists Design and update Compliance Manuals Direct Compliance Manuals to RRs Maintain File of original manual and updates to the manual In response to changes in applicable law, the Firm s business or operations or upon a review of current policies and procedures Dates of updated material with the Compliance Manual. Compliance Department Files: Manuals Three years after last use Corrective action taken by Chief Compliance Officer. Compliance Department Page 18 of 98

19 COMPLIANCE PROCEDURE Training Principal (or his/her designated associate) Conduct training for new RRs Consider training needs and conduct training as needed In response to changes in business, personnel, updates to the Compliance Manual or as directed by Compliance Department Record of RRs attending training Training Materials Record and Training Materials Maintained in Training Files Three years Corrective action taken by Chief Compliance Officer. H. Amending Supervisory Procedures and Compliance Manuals Requirement. A firm is required to amend its written supervisory procedures as appropriate within a reasonable time after changes occur in applicable securities laws and regulations or its supervisory system. Such changes must also be communicated to appropriate persons within the organization. As discussed above, firms also distribute compliance manuals to their registered personnel and these also should be updated to reflect changes in securities laws or regulations or Firm policies and procedures. Policy. It is the Firm s policy to monitor and keep abreast of changes in the law, and of any rules, regulatory interpretations, court decisions and changes in the securities industry that may require changes to this Manual, other Firm manuals or to any Firm policy or procedure, and to implement, or direct and verify the implementation of, any such changes. COMPLIANCE PROCEDURE CBSI Compliance Manager, Manager of Field Compliance or Compliance Specialist Stay abreast of changes in applicable laws and regulations or interpretations by checking or directing registered principals on his or her staff to check the FINRA Regulation website periodically and reviewing applicable FINRA Notices soon after issuance Prepare modifications to manuals to reflect such changes Distribute updates to appropriate persons Amend when appropriate This Manual and the relevant compliance manuals, plus all updates and/or memoranda regarding changes Where Compliance Department Files: Manuals Three years after last use Report to the Chief Compliance Officer Compliance Department Page 19 of 98

20 I. Annual Compliance Meetings Requirement. NASD Rule 3010(a)(7) requires a member firm to conduct, no less than annually, meetings or interviews with its registered representatives and principals to discuss compliance matters relevant to the activities of the representatives and principals. The meeting may occur in conjunction with the discussion of other matters or with other meetings. Policy. Associates of the Compliance Department are assigned responsibility for developing the agenda and materials for these meetings. The Chief Compliance Officer or designated principals are responsible for conducting the meetings for applicable registered persons. COMPLIANCE PROCEDURE Designated Compliance Dept. Associate(s) Annually Agenda and training material Written records of the date, place, person(s) conducting the meeting, the agenda, documents disseminated at the meeting and a list of attendees (evidence that each individual was present at the meeting) Records of agenda, training material and meetings maintained in Annual Compliance Meeting (ACM) File Three years Corrective action taken by Chief Compliance Officer. Annually COMPLIANCE PROCEDURE Chief Compliance Officer or Designated Principal Schedule meeting with RRs, Principals Conduct annual compliance meeting with RRs, Principals, based on agenda and materials provided by Compliance Department Collect evidence of persons attending meeting Forward copies of dated attendance list to Chief Compliance Officer for record retention Annually List of attendees (evidenced by each individual present at the meeting) Copies of agenda and any materials provided Records of meetings maintained in ACM File maintained by CBSI Compliance Dept. Three years Corrective action taken by Chief Compliance Officer. Significant violations will be brought to the attention of the President Compliance Department Page 20 of 98

21 J. Reviews of Business and Supervisory System Requirement. NASD Rule 3010(c) requires each member to conduct a review, at least annually, of the businesses in which it engages. The review must be reasonably designed to assist in detecting and preventing violations of and achieving compliance with applicable securities laws and regulations and the FINRA Rules and is to include an inspection of each OSJ. Policy. The Firm has designated the Compliance Department to conduct the required reviews. REVIEW PROCEDURES CBSI Compliance Manager, Manager of Field Compliance, or Compliance Specialist Conduct a review of the Firm s business(s) Update, if necessary, the Firm s Written Supervisory Procedures (WSP) Annually Updated Written Supervisory Procedures document or other notes to files WSP - Policies and Procedures Files Three years Chief Compliance Officer to take corrective action. REVIEW PROCEDURES CBSI Compliance Manager, Manager of Field Compliance or Compliance Specialist Conduct inspection of OSJs Submit report to Chief Compliance Officer, describing scope of review, findings of fact, conclusions, and recommendations Annually Written Report In Inspections Files Three years Chief Compliance Officer to take corrective action. K. Activity and Supervisor Reports and Forms Requirement. From time to time, securities regulators have identified different transactions or patterns that should be monitored through reports generated by the systems utilized by the firm to process its business. Securities regulators have recognized that these activity and exception reports can enable compliance departments to detect unusual events in a broker-dealer s business activities, including transactions with customers. Compliance Department Page 21 of 98

22 Policy. The Firm relies upon various reports. Associates in the Compliance Dept. are responsible for developing and refining the parameters of the Firm s activity reporting system and developing and updating other forms and report formats. REVIEW PROCEDURES CBSI Compliance Manager or Compliance Specialist Review parameters for activity and exception reports Develop and review format of forms and reports Maintain list/records of report formats and forms Determine whether to recommend any changes or new forms or formats As needed (in response to regulatory or business needs) Exception Report Parameters Updated forms, reports Compliance Department Files 18 months based upon SEC Books and Records Rules adopted, May 2003 Report to Chief Compliance Officer L. Report Review Requirement. FINRA rules contemplate that a firm will have a process for reviewing and acting upon reports. Policy. Designated principals in the Compliance Department are responsible for the initial review of all activity and exception reports generated or other reports submitted to the Compliance Department. Where a responsive action may impact the registration status or review procedures for a RR or supervisor in the chain of supervision, these principals are to observe the Internal Review Process. REVIEW PROCEDURES Compliance Specialist Review activity and exception reports generated or received Activity reports Memoranda regarding action items developed in response to red flags discovered by reports Compliance Department Files 18 months based upon SEC Books and Records Rules adopted, May 2003 Report to Chief Compliance Officer Compliance Department Page 22 of 98

23 M. Internal Review Process Updated February 2013 Requirement. The securities regulators have indicated that individuals with a history of customer complaints, disciplinary actions or adverse arbitration decisions should be subject to Heightened Supervisory Procedures. The principal means of identifying sales RRs as persons who may require special supervision is a thorough review of all relevant customer complaints, disciplinary actions and arbitration s disclosed on Forms U-4 and U-5. A firm also is required to closely monitor complaints and activity reports for purposes of identifying such persons. Other circumstances may develop that warrant a review of a particular registered person for purposes of making a hiring or termination decision or a decision to institute special supervisory procedures or to take remedial action or resolve a complaint. Policy. The Firm has adopted a process (the Internal Review Process ) for the review of matters in which educational, remedial or corrective action, the institution of heightened supervisory procedures or a termination of registration may be appropriate. It is the Firm s policy that registered persons are considered for heightened supervisory procedures or other action upon notice of red flags involving a registered person or indication of a violation of Firm policies and procedures or other irregularities. The Licensing Department is directed to refer applicants or registered persons to designated Compliance Department Associate(s) if, in the course of processing applications, Form U-4 amendments, Form U-5 termination notices or fingerprint cards, a red flag is uncovered. The Supervising Principal and other principals are required to refer to the Chief Compliance Officer any RR under their direct or indirect supervision who should be considered for remedial action. A number of procedures included in this manual direct various supervisors and principals to follow the Internal Review Process upon discovery of an irregularity or consideration of other matters in the course of their duties (such as in the case of handling a complaint). The Internal Review Process is initiated with a referral to the Compliance Department. The Compliance Department Associate is responsible for reviewing the situation referred and making recommendations as to responsive action to the Chief Compliance Officer. The Chief Compliance Officer is responsible for determining whether to approve or modify the recommendation or refer a recommendation to the BCRC. Responsive actions can range from educating the registered person to remedial action such as rejecting an application, imposing heightened supervisory procedures, termination or taking other remedial action or take no action. Heightened supervisory procedures may include: thoroughly reviewing the RRs customer account activity; requiring the RRs supervisor to sign-off on daily activity; restricting the RRs activities; assigning a mentor; providing additional training; speaking to customers; independently verifying customer information on account forms; prohibiting certain transactions; requiring supervisory approval of certain or all transactions in advance of execution; attending Compliance Department Page 23 of 98

24 meetings with customers; requiring approval of all correspondence prior to use; restricting use of certain types of communication; and other similar procedures. The Compliance Department Associate will oversee implementation of procedures that are approved by the Chief Compliance Officer or the BCRC, as applicable. REVIEW PROCEDURES Compliance Department Associate Review matter Consider whether Form U-4, U-5 or BD disclosure is warranted Consider whether responsive action should be taken If heightened supervisory procedures are recommended, develop procedures that are appropriate to the situation, considering such factors as the triggering actions, current supervisory procedures, the Firm s business, size and structure, procedural safeguards and the level of supervision required. The procedures developed should indicate the frequency and the scope of any reviews If responsive action should be taken, refer to Chief Compliance Officer with recommended responsive action Implement and document decision made by the Chief Compliance Officer or BCRC, as applicable As matter is referred to Compliance Department Associate Memoranda to Registered Representative File (Letters of Education, Letters of Discipline) Heightened Supervision or other directive by the Chief Compliance Officer: Compliance Dept. records (Education log, Disciplinary action log, Heightened Supervision log and files) Registered Representative File (see above) Compliance Dept. records (see above) Representative File: Three years after termination of Registered Person Compliance Dept. File: Three years Refer to Chief Compliance Officer Compliance Department Page 24 of 98

25 IMPLEMENTATION Chief Compliance Officer (or designated principal) Review matter or individuals referred by Compliance Department Associate Consider whether to accept, modify or reject recommendation Communicate decision to Compliance Department Associate Upon a referral from a Compliance Department Associate Documentation of recommendation and decision Registered Representative File; Compliance Dept. Files (Heightened Supervision Records, Education log, Disciplinary Action log, etc. (if applicable)) Registered Representative File: Three years after termination of RR; Compliance Dept. Files: Three years Corrective action taken by Chief Compliance Officer. Significant violations will be brought to the attention of the President BCRC Review referrals submitted by Chief Compliance Officer In conjunction with Chief Compliance Officer, discuss corrective action to be taken Make decision whether to accept, reject or modify the recommendations Communicate decision to Chief Compliance Officer Upon a recommendation by the Chief Compliance Officer Documentation of decision BCRC Minutes Three years N. Review of Heightened Supervisory Procedures Requirement. FINRA rules require firms implementing heightened supervisory procedures to monitor them for effectiveness. Policy. The Firm relies on its Internal Review Process to determine if heightened supervisory procedures should be instituted. If they are, the plan for the procedures establishes the parameters for monitoring the deployment of the procedures. In the ordinary case, the following process is followed: Compliance Department Page 25 of 98

26 REVIEW PROCEDURES Compliance Department Associate Review or direct the appropriate Supervising Principal to review evidence of the deployment of heightened supervisory procedures to assess whether they are working appropriately If no, refer to Chief Compliance Officer As warranted Written notes and/or documentation in file In Heightened Supervision File Three years Report to Chief Compliance Officer III. MEMBERSHIP AND REGISTRATION OF THE FIRM A. Maintaining Current Form BD and FINRA Membership Agreement Requirement. Rule 15b3-1 under the 1934 Act requires a registered broker/dealer to amend its Form BD when the information contained therein becomes inaccurate. State securities commissions have adopted similar updating requirements. FINRA rules require a member firm to keep its membership application (essentially the Form BD and related materials submitted with the application) current and to amend it not later than 30 days after learning of facts or circumstances giving rise to the amendment. FINRA membership rules provide for the execution of a membership agreement between the FINRA and each member firm. Policy. The Compliance Department is responsible for maintaining the Firm s current registration. In the routine course, the Chief Compliance Officer should receive information concerning developments impacting the Firm s Form BD disclosures. In the event of changes or developments warranting a FINRA filing, the designated Compliance Department Associate will be responsible for coordinating such filing. Compliance Department Page 26 of 98

27 FORM BD UPDATING PROCEDURES Compliance Department Associate Prepare, finalize and file upon Chief Compliance Officer s approval, appropriate amendment to Form BD Prepare, finalize and file upon Chief Compliance Officer s approval, applicable application for approval of changes in membership agreement restrictions or other material changes in operations, control or ownership Respond to and resolve FINRA issues arising from filing Upon receipt of information concerning reportable adverse events Upon a change in the information disclosed on Form BD and other FINRA membership materials Upon a management decision to change business operations or other material changes in the Firm After Firm board meeting for any change in officers Copies of Form BD, membership agreement, amendments and other materials as filed with regulatory agencies FINRA CRD System Life of the Firm Report to Chief Compliance Officer B. Maintaining Required Registered Principals Requirement. NASD 1021 requires a member firm to have at least two registered principals at all times. In addition, a member firm is required to have a duly registered Financial and Operations ( FinOp ) Principal at all times unless an exemption from this requirement has been granted and continues to be in effect. A member firm is also required to designate an executive representative who is the person designated to represent, vote and act for the member in all affairs relating to the FINRA. The executive representative must be a registered principal and ordinarily is the president or a senior executive officer. Policy. The Firm s policy is to have at least two Registered Principals, and at least one registered FinOp principal, at all times. Compliance Department Page 27 of 98

28 MINIMUM PRINCIPAL PROCEDURES Compliance Department Associates Stay alert to the number of OSJ principals to ensure that the Firm has at least two duly Registered Principals, and at least one registered FinOp principal at all times Stay alert to the designated Executive Representative to ensure that this position remains filled Within 30 days of a change in Principals (due to promotion, job transfer, retirement, death, or termination of service) Within 30 days of a change in operations At time of annual renewals List of Designated Principals for business functions maintained in Appendix A Filings with FINRA and copies of Executive Representative designation form filed with the FINRA Appendix A of this manual Three years Report to Chief Compliance Officer C. Registration Renewal Fees and Other Filings Requirement. FINRA member firms are required to file annual assessment reports and pay related fees. State securities commissions also may require periodic filings and registration fees to renew registrations and licenses for broker/dealer firms. Policy. The Designated Principal responsible for registration is responsible for compliance with these requirements of the FINRA and state securities commissions. REGISTRATION RENEWAL PROCEDURES Designated Principal in Licensing Dept. Review, finalize and file periodic membership and registration renewals and reports As required when due Licenses and other registration documentation Copies of reports and forms as submitted to regulatory agencies Canceled checks or other evidence of fee payment In Licensing Files Six years Report to Chief Compliance Officer Compliance Department Page 28 of 98

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