(Ref. FINRA Rule 2210; SEC Rule 206(4)-1; MSRB G-21; NFA 2-29(j); SWSFS WSP Chapter 5 Communications with the Public; SWSFS WSP Section 14.3 (Muni Ad & Lit), WSP Section 17.0 (CMOs); WSP Section 19.8 Advertising & Marketing (IAR)
RR / IAR Use Only
INSTRUCTIONS
See Additional Guidelines & Disclosure Templates Starting on Page 5
1. Submit pages 1-2 of ASLR with materials to your OSJ Regional Manager/Supervisor
2. Add page 3 only if submitting seminar materials
3. Add page 4 only if submitting bond advertisement
4. Place copies of signed ASLR with materials in RR’s Advertising file
5. Do not submit materials for outside RIA customers
6. Materials approved for use up to 12 months unless revised or otherwise noted by Compliance Department
7. RRs/IARs/APs must complete the Security Futures Training Program offered by FINRA or NFA before distributing securities futures communications to the public; contact your OSJ Regional Manager for assistance.
RR INFORMATION
RR Name / Phone / Office Number (e.g., 03E)
RR Licenses & Registrations: / S3 / S6 / S7 / S24 / S65 / S66 / Insurance
RR office is registered with FINRA as: / OSJ / RBO / NON-RBO
Professional Designation Used is Current (e.g. CFA, CPA): / YES / N/A
DBA Name has been Pre-Approved by Supervisor: / YES / N/A
PUBLISHING & DISTRIBUTION
Initial Submission / Revised Submission
Date Submitted (MM/DD/YY) / Date of First Use (MM/DD/YY)
Number of Users to Receive Material:
Delivery Method: / Email / Mail (e.g., USPS) / Other(describe):
Author of Material:
(If copyrighted, attach written release from owner) / RR / Other (“ghostwriter” disclosures may apply):
NOTE: FINRA Review Letters may be required for content about specific investment products or their characteristics or when content is prepared by third parties.
AUDIENCE—CHECK ALL THAT APPLY:
Retail Investor (existing customer) / Retail Investor (prospective customer) / Seniors (age 50 & up; existing or prospective customer) / Institutional Investor (existing or prospective customer)
B/D, IAR, or Internal Use Only (label material as such) / SWSFS Managed Account Customer (IMG) / OTHER (describe):
DESCRIBE MATERIAL (written or electronic):
Account statement-related / Ad (also complete pg. 4 for bond ads) / Article or reprint originally published by third party / Audio/Video
(CD or DVD)
Brochure, circular, flyer, mailer(professional services) / Correspondence (sent to 25+ customers & also promotes SWS product/service) / Form Letter / Fund-specific information (FINRA pre-filing is required)
Market commentary / Novelty item (calendar, coffee mug, T-shirt, pen/pencil) / Periodic or other performance reports / Press Release
Public Appearance (see Guidelines) / Radio commercial / Seminar materials
(also complete pg. 3) / Shareholder’s Report (annual report; 10K)
Signage (outdoor or indoor) / Software (investment analysis tool/calculator) / Stationery (business cards, envelopes, letterhead, fax cover, notepads) / Streaming Media (web-based audio/video cannot be hosted by social networking sites)
Phone script / TV commercial
(see Guidelines) / Web site—password protected / Web site—public
OTHER (describe):
CONTENT STANDARDS FOR ALL ADVERTISING & SALES LITERATURE / RR
CHECKLIST
Ö
YES / Ö
N/A
Firm’s name and logo appear prominently
Firm’s member disclosures are included (see Guidelines)
Prominently discloses the RR’s name; Group Marketing name, if applicable; RR’s approved title, branch office or OSJ address and phone number (should match same data reported on RR’s Form U4)
Material is prominently marked for Broker, Advisor, Institutional, or Internal Use Only, if applicable
Font size used in disclosures should be as prominent as body text
Does not state/imply that firm, product/service, or RR has been endorsed/approved by SEC/SROs
Copyright/written release for commercial use is attached from original third-party owner/publisher
Material facts are disclosed and can be verified through documentation held in RR’s files
Market/statistical data and illustrations are dated and sourced to original provider(s)
Illustrations/graphics are sourced to original provider(s)
Opinions are based on fact and clearly identified (e.g., “…in my opinion”; “I believe...”)
Presentation is fair and balanced (benefits and risks of investment product/strategy are presented equally)
Sound basis is presented for customers to evaluate facts of product/service offered
Excludes or otherwise does not imply stock or sector recommendations (e.g., buy, hold, sell)
Excludes false, exaggerated, promissory, unwarranted or misleading statements, claims or illustrations
Excludes language too complex/technical for intended audience (“know your customer” rules)
Excludes predictions/projections of performance or implications of recurring performance
Excludes legends/footnotes that would prohibit an investor’s understanding of the communication
Excludes promissory images such as a pot-of-gold; vault; money growing on tree; pile of currency
Excludes language intended to provoke emotion or unnecessary/unwarranted action
SUPERVISORY STAFF & COMPLIANCE DEPARTMENT APPROVALS
OSJ Regional Manager/Supervisor / Phone Number / Review Date(M/D/YY) / See noted changes
ADDITIONAL COMMENTS:
COMPLIANCE DEPARTMENT USE
Appears to meet applicable standards
with noted changes
send final version to Compliance Dept. / Declined—revisions necessary to meet applicable standards
see notes in materials / Declined—requires FINRA filing or FINRA Review Letter / Declined—conflicts with Firm policies/procedures
ADDITIONAL COMMENTS:
COMPLIANCE DEPARTMENT:
CLH = / Chris Holmes / 214-859-6758
Compliance Department / Review Date(M/D/YY) / TCC / Teresa Cybulska-Cland / 214-859-1541
SEMINAR PLAN
(Ref.: “Protecting Senior Investors: Report of Examinations of Securities Firms Providing "Free Lunch" Sales Seminars”; (Joint Report by SEC, NASAA & FINRA) available at www.finra.org/reports. Includes regulators' findings at B/Ds & IARs that offer "free lunch" sales seminars targeting investors at or nearing retirement age.) (Also see SWSFS WSP Section 5.18 Free-Lunch Seminars, Section 2.5 Gifts/Gratuities; FINRA Regulatory Notice 07-43 “Seniors”)
INSTRUCTIONS1. Attach to pages 1-2 of ASLR
2. Attach FINRA Review Letters for seminar materials created by third parties
3. Attach copies of visual aids and handouts for supervisory review
4. Provide SWSFS Form ADV to existing/prospective managed account customers who attend the seminar.
5. Maintain list of seminar attendees in the RR’s Advertising file.
EVENT DETAILS
Date(s) of Seminar (M/D/YY) / Total Attendees Expected
Location (include city, state) / Describe “Giveaway” to Attendees (e.g., free meal)
Speaker(s) (e.g., SWSFS RR, guest, etc.) / Product Sponsor(s) Name, if applicable
$
Approx. Compensation/Reimbursement from Product Sponsor(s), if applicable / Compensation/Reimbursement Items (e.g., meeting room, mailings, food/beverage, etc.)
REQUIRED CONTENT FOR SEMINAR INVITATIONS / RR
CHECKLIST
Ö
YES / Ö
N/A
1. RR’s name & firm-approved title
2. RR’s branch office address & phone number (should match same data on RR’s Form U4)
3. RR disclosures
4. Firm name, logo & member disclosures
5. RR’s DBA name & related disclosures (DBA must be registered with FINRA WEB CRD & local authorities)
6. Name, address, phone of guest speaker(s) or sponsors/co-sponsors
7. General description of topics to be presented
8. Location, date & time of seminar
9. “Giveaway” is disclosed with delivery time (e.g., “Dinner will be served following our presentation.”)
10. Product disclosures
SUPERVISORY STAFF & COMPLIANCE DEPARTMENT APPROVALS
OSJ Regional Manager/Supervisor / Date (M/D/YY) / Comments
Compliance Department / Date (M/D/YY) / Comments
BOND ADVERTISEMENTS
1. Complete and attach to pages 1-2 of ASLR with copy of ad
2. Attach evidence of Firm’s inventory of bond(s) to be advertised
CONTENT STANDARDS FOR BOND ADS / RR CHECKLIST
(Also see page 2 “Content Standards for All Advertising & Sales Literature”) / Ö
YES / Ö
N/A
Does not claim SWSFS is a “Member of MSRB”
Does not claim “tax-exempt” if “tax-deferred”
Identifies relevant investment characteristics (e.g., credit quality/ratings)
Presentation is fair, balanced, not misleading (benefits and risks presented equally)
Bond Disclosure Statements (see attached Guidelines)
Limitations on offer are disclosed
Percentage rate labeled as coupon rate or yield (indicate discount (before/after-tax); par; or premium)
Yield disclosures
Minimum investment amount
BOND DESCRIPTION
ISSUE/ISSUER / CUSIP
ISSUE/ISSUER / CUSIP
Moody Rating / S&P Rating / Fitch Rating / Insurer(s)
Interest Rate (Coupon) / Maturity Date
(M/D/YY) / Yield to Maturity (YTM) / Lowest Yield (Worst Case Yield/WCY) / Subject to AMT (Alternative Min. Tax)
Callable/Redemption Date(s) / Callable Price / Yield to Call / Minimum Investment
PUBLICATION INFORMATION
Name of Publication (Include City, State) / Run Date(s)
Name of Publication (Include City, State) / Run Date(s)
SUPERVISORY STAFF & COMPLIANCE DEPARTMENT REVIEW
OSJ Regional Manager/Supervisor / Date (M/D/YY) / Comments
Compliance Department / Date (M/D/YY) / Comments
GUIDELINES & DISCLOSURE TEMPLATES
Advertising = Little/No Control Over Audience
Sales Literature = Some Control Over Audience
These guidelines are (1) not all-inclusive, and (2) focus on materials or events commonly reviewed by the Firm’s supervisory staff. More information is available in the Firm’s WSPs noted above, or contact your OSJ Regional Manager/Supervisor, or the Compliance Department for additional assistance.
Generally, advertising and sales literature includes any written or electronic material that is designed for distribution to the public. For IARs who manage accounts through the Firm’s advisory platforms, advertising materials would include (1) materials distributed to more than 1 person, and (2) materials designed to solicit new or maintain existing customers (excluding most account-related documents/reports).
OUTSIDE RIA BUSINESS: Do not submit materials for use with your outside RIA customers.
I. Advertising & Sales Literature—Examples· Article reprints of third-party publications
· Business cards & stationery
· Email messages sent to multiple recipients
· Investment Analysis Tools & related output
· Marketing materials from sponsor companies
· Mass mailing campaigns
· Press releases & interviews
· Prospecting, target market & form letters / · Recruiting material
· Sales presentations; seminar presentations; handouts
· Signs or banners
· Sponsorships
· Streaming Media (web-based audio/video cannot be hosted by social networking sites)
· Telemarketing scripts
· Television, radio or other broadcast advertising
· Web sites (public or password-protected)
II. Not Advertising or Sales Literature—Examples
· Correspondence sent to fewer than 25 prospective retail brokerage customers within a 30-calendar day period
· Reply to unsolicited request by an existing or prospective customer / · Regular account statements, reports, or correspondence sent to existing customers (but not to solicit new business from existing or prospective customer)
· Telephone, in-person, or other verbal conversation
III. FINRA Pre-filing Exemptions—Examples
· Correspondence (as defined by FINRA) / · Independently prepared reprints
· Municipal securities (except some 529 plans; funds) / · Prospectuses
· Material previously filed by another entity, which received a “clean” FINRA letter (opinion) / · Material simply listing products/services offered by SWSFS
· Previously filed material left unchanged / · Market commentary
IV. FINRA Pre-filing Required (allow 4-6 weeks to process)—Examples
· Investment company literature or rankings / · Seminar presentations/handouts created by third parties
· Previously filed material that has been altered beyond the provisions of the original FINRA opinion / · TV commercial
· Securities Futures Products communications sent to retail investors
V. Public Appearances
· Any public speaking event (e.g., conducting seminars) / · Radio or TV interview
· Webcasts / · Live or scripted
VI. Misrepresenting Expertise
· Material created by a third party must disclose that it was either created by a third party or prepared for use by the RR (see “ghostwriter” disclosure)
· Misuse of a title or designation in a manner that exaggerates the RR’s expertise or implies expertise where none exists may violate state and federal securities laws as well as regulatory guidelines established by SROs and Firm policies
VII. LICENSING, REGISTRATION, DESIGNATIONS
· Designations used by RRs in all communications with the public must be (1) pre-approved by the Firm; (2) current, and (3) if applicable, reported to the Registration Department and Form U4 before use (CFP; ChFC; PFS; CFA; CIC)
· RRs with insurance licenses or other designations are responsible for ensuring advertising.sales literature, or other communications meet standards set by their state insurance authorities and issuers of their professional designations
VIII. IAR
SWSFS WSP Section 19.8 contains detailed advertising and marketing policies specific to the Firm’s IARs, which are not duplicated in these guidelines and should be referenced as needed. Among the IAR advertising/marketing topics covered by WSPs:
· Performance Advertising / · Charts, Formulas, Graphs, Models, and Other Devices
· Performance Information / · Actual Results Only
· One-on-One Presentations / · Partial Client Lists
· Back-up of Performance Required / · Article Reprints
· Current Performance Data Requirement / · Superlative Statements
· Global Investment Performance Standards / · Substantiation of Claims
· Past Performance Information / · Use of "RIA" or "Investment Counsel"
· Restrictions on Linking Performance Data of Managed Accounts and Brokerage Accounts / · Claims of Free Service
· Related Accounts or Composites / · Responding to Questionnaires, Surveys, and Other Communications
· Uses of Indexes / · Providing Information to Third-Party Databases
· Use of Performance Returns Generated While at Another Firm / · Investment Analysis Tools
· Past Recommendations / · Third-party Investment Programs
IX. Security Futures Products (SFP)
· RRs/IARs/APs must complete the Security Futures Training Program from NFA or FINRA before distributing securities futures communications to the public; contact your Branch Manager for assistance if you have not completed this training (allow approx. 2 hours to complete online modules).
· SFP communications are subject to pre-filing with FINRA’S Advertising Regulation Department or the NFA’s Advertising Regulatory Team no less than 10 business days before first use.
· SWS WSP Section 5.22 contains detailed policies specific to communnications about SFPs, which are not duplicated in these guidelines and should be referenced as needed.
X. DISCLOSURES
Disclosure templates are for your use, though these may be modified during the review process. General guidance:
1. Font size used in disclosures should be as prominent as body text
2. Disclosures can be written into the body text or “story line”, or placed in the footer of a page
3. Disclosures specific to illustrations (e.g., a DJIA graph/chart) should be adjacent to or below the illustration, or otherwise in close proximity to the illustration.
4. To prevent detachment, disclosures should not appear “alone” on a single page at the end of a document
5. Benefits and risks of an investment product or strategy must be equally disclosed/discussed
6. Material facts/figures cannot be “hidden” in disclosures or footnotes
7. Discussion of branded products, or specific securities or their characteristics, will likely require product-specific disclosures
A. Standard Firm and RR Disclosures (templates)