Fla. Admin. Code Ann. R. 69W-600.014 - Books and Records Requirements
Except as otherwise provided herein, every dealer, investment adviser, branch office, and associated person conducting business in this state shall prepare and maintain on a current basis, and preserve for the periods of time specified, such records, prescribed herein, as are appropriate for said dealer's, investment adviser's, branch office's, or associated person's course of business, and are sufficient to provide an audit trail of all business transactions by said dealer, investment adviser, associated person, or branch office. Associated persons who conduct business from a branch office notice-filed in this state shall be exempt from the provisions of this rule.
(1) All dealers are required to
prepare and maintain appropriate books and records relating to their business
as described in SEC Rules 17a-3 or 17a, (17 C.F.R. §§
240.17a-3,
240.17a-4), section 248.30 of
Regulation S-P (17 C.F.R.
§
248.30), section 240.15l-1 of
Regulation Best Interest (17
C.F.R. §
240.15l-1), and MSRB Rules G-7,
G-8 and G-9; and records evidencing compliance with Financial Industry
Regulatory Authority (FINRA) Rule 1020 and FINRA rules contained in the Rule
2000 Series (Duties and Conflicts), Rule 3000 Series (Supervision and
Responsibilities Relating to Associated Persons), Rule 4000 Series (Financial
and Operational Rules), and Rule 5000 Series (Securities Offering and Trading
Standards and Practices). The foregoing rules are incorporated by reference in
Rule 69W-200.002, F.A.C.
(2) All investment advisers, notwithstanding
the fact that the investment adviser is not registered or required to be
registered under the Investment Advisers Act of 1940, shall prepare and
maintain true, accurate and current records relating to their business as
described in SEC Rule 204-2, (17 C.F.R. §
275.204-2), which
is incorporated by reference in Rule 69W-200.002, F.A.C. Notwithstanding SEC
Rule 204-2, (17 C.F.R.
§275.204-2), investment adviser records
requirements do not include Form CRS. Investment advisers shall have available
for the Office of Financial Regulation at least the following records:
(a) All trial balances, financial statements
prepared in accordance with United States generally accepted accounting
principles, and internal audit working papers relating to the investment
adviser's business as an investment adviser. For purposes of this paragraph,
"financial statements" means balance sheets, income statements, cash flow
statements and net worth computations as required by Rule
69W-600.0161, F.A.C.
(b) A list or other record of all accounts
with respect to the funds, securities, or transactions of any client.
(c) A copy in writing of each agreement
entered into by the investment adviser with any client.
(d) A file containing a copy of each record
required by SEC Rule 204-2(11), (17 C.F.R. §
275.204-2(11)), including
any communication by electronic media that the investment adviser circulates or
distributes, directly or indirectly, to two or more persons, other than persons
connected with the investment adviser.
(e) A copy of each written statement and each
amendment or revision given or sent to any client or prospective client of the
investment adviser in accordance with the provisions of SEC Rule 204-3,
(17 C.F.R. §
275.204-3), which is incorporated by
reference in Rule 69W-200.002, F.A.C., and a record of the dates that each
written statement, and each amendment or revision was given or offered to be
given to any client or prospective client who subsequently becomes a
client.
(f) For each client that
was obtained by the adviser by means of a solicitor to whom a cash fee was paid
by the adviser, records required by SEC Rule 206(4)-1, ( 17 C.F.R.
§275.206(4)-1), which is incorporated by reference in Rule 69W-200.002,
F.A.C.
(g) All records required by
SEC Rule 204-2(16), (17
C.F.R. §
275.204-2 (16)).
(h) A file containing a copy of all
communications received or sent regarding any litigation involving the
investment adviser or any associated person of the investment adviser or
employee, and regarding any customer or client complaint.
(i) Written information about each investment
advisory client that is the basis for making any recommendation or providing
any investment advice to such client.
(j) Written procedures to supervise the
activities of employees and associated persons of the investment adviser that
are reasonably designed to achieve compliance with applicable securities laws
and regulations.
(k) A file
containing a copy of each document, other than any notices of general
dissemination, that was filed with or received from any state or federal agency
or self regulatory organization and that pertains to the registrant or its
associated persons. Such file should contain, but is not limited to, all
applications, amendments, renewal filings, and correspondence.
(l) A copy of each invoice the investment
adviser sends to its clients each time an advisory fee is deducted from
clients' accounts.
(3)
Notwithstanding other record preservation requirements of this rule, the
following records or copies shall be required to be maintained in the business
location of the investment adviser from which the customer or client is being
provided or has been provided with investment advisory services:
(a) Records required to be preserved under
paragraphs (a)(3), (a)(7)-(11), (a)(14)-(15), (b) and (c) inclusive, of SEC
Rule 204-2 of the Investment Advisers Act of 1940, (17 C.F.R. §
275.204-2); and,
(b) Records or copies required under the
provision of paragraphs (a)(11) and (a)(16) of SEC Rule 204-2 of the Investment
Advisers Act of 1940 (17
C.F.R. §
275.204-2), which records or
related records identify the name of the associated person of the investment
adviser providing investment advice from that business location, or which
identify the business location's physical address, mailing address, electronic
mailing address, or telephone number.
(4) No provisions of this rule, unless
specifically designated as a required form, shall be deemed to require the
preparation, maintenance, or preservation of a dealer's or investment adviser's
books and records in a particular form or system, provided that whatever form
or system utilized by such dealer's or investment adviser's course of business
is sufficient to provide an audit trail of all business transactions.
(5) Every investment adviser that has its
principal place of business in a state other than this state shall be exempt
from the requirements of this rule, provided the investment adviser is licensed
in such state and is in compliance with that state's record keeping
requirements.
(6) All books and
records described in this rule shall be preserved in accordance with the
following:
(a) Those records required under
subsection (1) of this rule shall be preserved for such periods of time as
specified in either SEC Rule 17a-4, ( 17 C.F.R. §240.17a), or MSRB Rule
G-9.
(b) Those records required
under subsection (2) of this rule, shall be preserved for a period of not less
than five (5) years while effectively registered with the Office of Financial
Regulation, nor for less than five (5) years after withdrawal or expiration of
registration in this State.
(c)
Books and records required to be prepared under the provisions of subsection
(3), shall be maintained and preserved in an easily accessible place for a
period of not less than five years from the end of the fiscal year during which
the last entry was made on such record, the first two years in the principal
office of the investment adviser.
(d) Every investment adviser and associated
person conducting business in this state shall preserve for the life of the
client's account, and not less than 5 years after the closing of the client's
account, documents required to be prepared and maintained in accordance with
paragraphs (3)(c) and (3)(i).
(e)
Each investment adviser registered or required to be registered in this state
and which has a business location in this state shall maintain at such business
location:
1. The records or copies required
under the provisions of paragraphs (a)(3), (a)(7)-(10), (a)(14)-(15), (b), and
(c) of SEC Rule 204-2, (17
C.F.R. §
275.204-2); and,
2. The records or copies required under the
provisions of paragraphs (3)(a)-(k), above, related to customers or clients for
whom the associated person of the investment adviser provides or has provided
investment advisory services; and
3. The records or copies required under the
provisions of paragraphs (a)(11) and (a)(16) of SEC Rule 204-2, (17 C.F.R. §
275.204-2), which records or related records
identify the name of the associated person of the investment adviser or which
identify the business location's physical address, mailing address, electronic
mailing address, or telephone number. The records will be maintained for the
period described in subsections (d) and (e), of SEC Rule 204-2, (17 C.F.R. §
275.204-2). The investment adviser shall be
responsible for ensuring compliance with the provision of this subsection. SEC
Rule 204-2, ( 17 C.F.R. §275-204-2).
(7) Where the investment adviser
inadvertently held or obtained a client's securities or funds and returned them
to the client within three business days or has forwarded third party checks
within 24 hours, the investment adviser will be considered as not having
custody but shall keep a ledger or other listing of all securities or funds
held or obtained, including the following information:
(a) Issuer;
(b) Type of security and series;
(c) Date of issue;
(d) For debt instruments, the denomination,
interest rate and maturity date;
(e) Certificate number, including
alphabetical prefix or suffix;
(f)
Name in which registered;
(g) Date
given to the adviser;
(h) Date sent
to client or sender;
(i) Form of
delivery to client or sender, or copy of the form of delivery to client or
sender; and,
(j) Mail confirmation
number, if applicable, or confirmation by client or sender of the fund's or
security's return.
Notes
Rulemaking Authority 517.03(1), 517.121(1), 517.1215 FS. Law Implemented 517.121(1), 517.1215 FS.
New 12-5-79, Amended 9-20-82, Formerly 3E-600.14, Amended 10-14-90, 8-1-91, 6-16-92, 1-11-93, 9-9-96, 6-22-98, 1-25-00, 10-30-03, Formerly 3E-600.014, Amended 10-23-06, 5-15-07, 11-22-10, 11-11-13, 9-22-14, 5-6-15, 11-15-16, 11-26-19, 1-18-21, 2-14-23, 3-21-24.
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