SICOR Securities, Inc.

Simply put; under most circumstances, “DO NOT” use.  Few, if any, “certification” programs in this area are properly accredited or meet the standards as detailed below.

  (1) Consistent with the model rule on the use of senior-specific certifications and professional designations adopted by the North American Securities Administrators Association, Inc. on March 20, 2008, the use of a senior-specific certification or designation by any person in connection with the offer, sale, or purchase of securities, or the provision of advice as to the value of or the advisability of investing in, purchasing, or selling securities, either directly or indirectly or through publications or writings, or by issuing or promulgating analyses or reports relating to securities, that indicates or implies that the user has special certification or training in advising or servicing senior citizens or retirees, in such a way as to mislead any person shall be a dishonest and unethical practice [...]

(2) The prohibited use of such certifications or professional designations includes, but is not limited to, the following:

     (a) Use of a certification or professional designation by a person who has not actually earned or is otherwise ineligible to use such certification or designation;

     (b) Use of a nonexistent or self-conferred certification or professional designation;

     (c) Use of a certification or professional designation that indicates or implies a level of occupational qualifications obtained through education, training, or experience that the person using the certification or professional designation does not have; and

     (d) Use of a certification or professional designation that was obtained from a designating or certifying organization that:

     (i) Is primarily engaged in the business of instruction in sales and/or marketing;

     (ii) Does not have reasonable standards or procedures for assuring the competency of its designees or certificants;

     (iii) Does not have reasonable standards or procedures for monitoring and disciplining its designees or certificants for improper or unethical conduct; or

     (iv) Does not have reasonable continuing education requirements for its designees or certificants in order to maintain the designation or certificate.

However,

There is a rebuttable presumption that a designating or certifying organization is not disqualified solely for purposes of [...] when the organization has been accredited by:

     (1) The American National Standards Institute;

     (2) The National Commission for Certifying Agencies; or

     (3) An organization that is on the United States Department of Education’s list entitled “Accrediting Agencies Recognized for Title IV Purposes” and the designation or credential issued therefrom does not primarily apply to sales and/or marketing.

Notice is hereby given that this firm will only allow the use of “senior” certifications in connection with the offer of securities pursuant to the constraints herein above.

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  (1) For the purposes of [...] use of any term, or abbreviation for a term, including the word “financial planner” or the word “investment counselor” is considered the same as the use of either of those terms alone.

     (2) For the purposes of [...]terms that are deemed similar to “financial planner” and “investment counselor” include, but are not limited to, the following:

     (a) Financial consultant;

     (b) Investment consultant;

     (c) Money manager;

     (d) Investment manager;

     (e) Investment planner;

     (f) Chartered financial consultant or its abbreviation ChFC; or

     (g) The abbreviation CFP.

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If your name appears on an SICOR Securities, Inc. related customer communcations and/or marketing materials is MUST appear as:

[Representative]
Registered Representative [Advisor]

This disclosure must be on ANY customer communication and/or marketing related materials you utilize for the business of SICOR  Securities, Inc. (including business cards and letterhead):

[Representative] offers securities [and investment advice] through SICOR Securities, Inc., Member, FINRA, MSRB, SIPC., 6500 Poe Avenue, Suite 105, Dayton, OH  45414.  937.890.3101

This disclosure must be on ANY FINANCIALLY RELATED OUTSIDE BUSINESS ACTIVITY customer communication and/or marketing materials:

[Representative] offers securities [and investment advice] through SICOR Securities, Inc., Member, FINRA, MSRB, SIPC., 6500 Poe Avenue, Suite 105, Dayton, OH  45414.  937.890.3101  [Representative's Outside Business Name(s)] and SICOR Securities, inc. are unaffiliated.

If on a business card it may be (recommended) on the back of the card in small print.

If on an email it should be below everything else on the page OR directly under your name.

If used in a web site then the HTML must be like this:

<p>[Representative] offers securities [and investment advice] through SICOR Securities, Inc., Member, <a href=”http://www.finra.org”>FINRA</a>, <a href=”http://www.msrb.org”>MSRB</a>, <a href=”http://www.sipc.org”>SIPC</a>., 6500 Poe Avenue, Suite 105, Dayton, OH  45414.  937.890.3101  [Representative's Outside Business Name(s)] and SICOR Securities, Inc. are unaffiliated.<p>

It should be included in any “about us” web page that describes the particular Representative [Advisor].  It should NOT be on every web page or at the bottom of every web page of the outside business activity’s web site.

These uses must be EXACT other than the required substitutions for names.

Registered Advisors should substitute Advisor where indicated instead of Representative and add “and investment advice” into the disclosures.

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The definition utilized by the Securities and Exchange Commission is ambiguously broad. 

Rules under the Investment Advisers Act of 1940: 

The Advisers Act applies to persons who are “investment advisers,” a term defined in Section 202(a)(11) to include:

“any person who, for compensation, engages in the business of advising others . . . as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities . . . ”

This has been construed by the SEC to include advice provided regarding the selection of asset managers.

Rule 203A-3(a)(3)(ii)

“Impersonal investment advice” means investment advisory services provided by means of written material or oral statements that do not purport to meet the objectives or needs of specific individuals or accounts.

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If you offer “investment advice” and you are not 1) a Registered Representative of a broker-dealer providing advice solely incidental to a securities transaction and you do NOT receive non-commission compensation for their advisory services, or 2) a Lawyer, accountant, engineer, and teacher providing advice as part of their professional practice, then, you are an investment advisor.

The primary sources of federal investment adviser regulation are the Advisers Act, 15 U.S.C. 80b-1 et seq., and the rules thereunder, Title 17, Part 275 of the Code of Federal Regulations.

A Registered Representative providing financial planning outside the scope of his employment with the broker-dealer employer IS an investment advisor and must register (SEC or state).

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Advertisement

Advertisement refers to a communication made available to the public through media such as radio, television, newspapers, magazines, billboards, telephone directory listings (beyond routine line listings), websites, etc.

 Sales Literature

Refers to communications made available to the public, which do not meet the definition of an advertisement. Sales literature includes circulars, market letters, research reports, form letters, seminar texts, and telemarketing scripts. The preceding chart includes filing requirements for advertisements and sales literature.

An advertisement may not:

• use or refer to testimonials (which include any statement of a client’s experience or endorsement);
• refer to past, specific recommendations made by the adviser that were profitable, unless the advertisement sets out a list of all recommendations made by the adviser within the preceding period of not less than one year, and complies with other, specified conditions;
• represent that any graph, chart, formula, or other device can, in and of itself, be used to determine which securities to buy or sell, or when to buy or sell such securities, or can assist persons in making those decisions, unless the advertisement prominently discloses the limitations thereof and the difficulties regarding its use; and
• represent that any report, analysis, or other service will be provided without charge unless the report, analysis, or other service will be provided without any obligation whatsoever.

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FINRA Rule 1230.06 provides that any person whose activities are limited to performing a function ancillary to a covered function, or whose function is to serve a role that can be viewed as supportive of or advisory to the performance of a covered function (e.g., internal audit, legal or compliance personnel who review but do not have primary responsibility for any covered function), or who engages solely in clerical or ministerial activities in a covered function is not required to register as an Operations Professional.

Conclusion, branch office clerical staff of registered representatives are not required to maintain a Series 99 FINRA license.

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Business cards and letterhead are both considered “advertising” by FINRA.

Along with stating “Registered Advisor” if you are one or “Registered Representative” under your name on the front, you must put the firm’s disclosure on any advertising material used, “directly or indirectly” (FINRA), to solicit a securities transaction.

The disclosure is:

Securities and investment advice offered through SICOR Securities, Inc.  Member FINRA, MSRB, SIPC.  6500 Poe Avenue, Suite 110, Dayton, OH  45414.  937.890.3101  <your branch dba> and SICOR are not affiliated.

You MAY put it in “tiny print” on the back side of your card.  “tiny print” means like a sans serif, 8pt font.

YOU DO NOT HAVE TO PUT THE DICLOSURE ON A BUSINESS CARD OR LETTERHEAD USED BY AN OUTSIDE BUSINESS ACTIVITY.  However, you still must disclose on that business card or letterhead that you function in the capacity of being a “Registered Advisor” or “Registered Representative” IF the outside business functions in any manner related to financial services (i.e. insurance sales, CPA firm, legal and/or tax services, etc.)

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Advertisement refers to a communication made available to the public through media such as radio, television, newspapers, magazines, billboards, telephone directory listings (beyond routine line listings), websites, etc.

Is “signage” as communication?  Apparently so.

Shouldn’t it be constrained to a communication regarding a security or an offer of such?

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Acting on its commission under Title 17 of the Code of Federal Regulations (“17 CFR”), the SEC has adopted rules pertaining to the preservation of B/D records.

In 1997, the SEC amended paragraph (f) of Rule 17a-4 to allow a B/D “to employ, under certain conditions, electronic storage media” to preserve its required books and records (Release No. 34-38245).

The conditions set forth in the 1997 amendment include:

•  Third-party access to the B/D’s electronic records (17a-4(f)(3)(vii));
•  The creation of a duplicate copy of those records (17a-4(f)(2)(ii)); and
•  The use of a physically separate backup storage location (17a-4(f)(2)(ii)).

In addition to 17a-4’s storage requirements, a B/D’s emails are also subject to the supervisory review requirements of FINRA Rule 3010(d)(2).

SEC Rule 17a-4 and FINRA Rule 3010 are designed to protect the investing public. They ensure a regulator’s access to B/D records and add special supervisory requirements for a firm’s email communications. They offer little direct benefit to the B/D.

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