DFI-Sec 4.04(6)(6) Each broker-dealer shall file with the division a copy of any subordination agreement relating to the broker-dealer, within 10 days after the agreement has been entered, unless prior thereto the broker-dealer has filed a copy of the agreement with a national securities exchange or association of which it is a member. DFI-Sec 4.04(7)(a)(a) Each broker-dealer shall notify the division in writing within 14 days of either the opening or the change of address in this state of any “branch office” as defined in s. DFI-Sec 1.02 (7). DFI-Sec 4.04(7)(b)(b) Each broker-dealer shall notify the division in writing not later than 14 days after the closing in this state of any “branch office” as defined in s. DFI-Sec 1.02 (7), which notice shall specify the effective date of the closing. DFI-Sec 4.04(7)(c)(c) The notification required to be provided to the division under par. (a) or (b) shall be made electronically on Form BR via the central registration depository by broker-dealers eligible to file electronically, and shall be made directly with the division by broker-dealers that are not eligible to file electronically with the central registration depository. DFI-Sec 4.04(7)(d)(d) The notice filed for a branch opening pursuant to par. (a) is deemed filed in accordance with par. (c) upon receipt by the division of the appropriate filing fee and any late filing fee due pursuant to s. DFI-Sec 7.01 (6) (d). DFI-Sec 4.04(8)(8) Each broker-dealer shall file a branch office renewal notice annually with the central registration depository by broker-dealers eligible to file electronically, and shall be made directly with the division by broker-dealers that are not eligible to file electronically with the central registration depository. DFI-Sec 4.04 HistoryHistory: Cr. Register, December, 1977, No. 264, eff. 1-1-78; am. (1) and (3), Register, December, 1979, No. 288, eff. 1-1-80; am. (4), (5), (8) and (9), Register, December, 1980, No. 300, eff. 1-1-81; am. (1) and (7), cr. (1) (b), Register, December, 1982, No. 324, eff. 1-1-83; am. (1) (a), Register, December, 1983, No. 336, eff. 1-1-84; r. and recr. (1) (a), renum. (1) (b) to be (1) (c), cr. (1) (b) and am. (9), Register, December, 1984, No. 348, eff. 1-1-85; cr. (10), Register, December, 1985, No. 360, eff. 1-1-86; r. and recr. (3), Register, December, 1989, No. 408, eff. 1-1-90; r. and recr. (4), r. (5), renum. (6) to (10) to be (5) to (9), Register, December, 1990, No. 420, eff. 1-1-91; renum. (8) to be (8) (a) and am., cr. (8) (b) and (c), Register, December, 1991, No. 432, eff. 1-1-92; renum. (4) to be (4) (a), cr. (4) (b), Register, December, 1994, No. 468, eff. 1-1-95; am. (8) (b), Register, December, 1995, No. 480, eff. 1-1-96; am. (2), Register, December, 1996, No. 492, eff. 1-1-97; reprinted to correct printing error in (1) (a), Register, April, 1998, No. 508; am. (5) (a) and (6), Register, December, 1999, No. 528, eff. 1-1-00; CR 01-082: am. (8) (a), Register December 2001 No. 552, eff. 1-1-02; CR 02-102: r. (3), renum. (4) to (9) to be (3) to (8) and am. (3) (a), Register December 2002 No. 564, eff. 1-1-03; CR 08-077: renum. (3) (a) to be (3) and am., r. (3) (b), r. and recr. (7) (c) and (8) Register December 2008 No. 636, eff. 1-1-09; corrections in (7) (a) and (b) made under s. 13.92 (4) (b) 7., Stats., Register December 2008 No. 636; CR 10-062: cr. (7) (d) Register September 2010 No. 657, eff. 10-1-10. DFI-Sec 4.05(1)(a)(a) Except as provided in pars. (b) and (c), each broker-dealer shall give or send to the customer a written confirmation, promptly after execution of, and before completion of, each transaction. The confirmation shall set forth the information prescribed in rule 10b-10 of the securities and exchange act of 1934 and whether the transaction was unsolicited. DFI-Sec 4.05(1)(b)(b) A broker-dealer engaged solely in the offer and sale of securities issued by open-end investment companies, face amount certificate companies or unit investment trusts registered under the investment company act of 1940 is not required to give or send a written confirmation under par. (a), provided that the issuer gives or sends a written confirmation directly to the customer for the transaction. DFI-Sec 4.05(1)(c)(c) A broker-dealer engaged solely in the offer and sale of interests in direct participation programs is not required to give or send a written confirmation under par. (a), provided that a customer subscribing to purchase an interest in a direct participation program is provided immediately upon subscription with a copy of the subscription agreement entered into and the issuer gives or sends a written confirmation directly to the customer for the transaction. DFI-Sec 4.05(2)(2) Each broker-dealer shall establish and keep current a set of written supervisory procedures and a system for applying such procedures, which may be reasonably expected to prevent and detect any violations of ch. 551, Stats., and rules and orders thereunder. The procedures shall include the designation, by name or title, of a number of supervisory employees reasonable in relation to the number of its registered agents, offices and transactions in this state. A complete set of the procedures and system for applying them shall be kept and maintained at every branch office. DFI-Sec 4.05(3)(3) A broker-dealer shall not enter any contract with a customer if the contract contains any condition, stipulation or provision binding the customer to waive any rights under ch. 551, Stats., or any rule or order thereunder. Any such condition, stipulation or provision is void. DFI-Sec 4.05(4)(4) No broker-dealer shall permit or effect a withdrawal of any part of its net worth, including subordinated indebtedness, whether by redemption, retirement, repurchase, repayment or otherwise, that would cause its net capital or its aggregate indebtedness to violate s. DFI-Sec 4.02 (1) or (2), without prior written approval of the division. DFI-Sec 4.05(5)(5) Each broker-dealer shall provide each customer with a conformed copy of all contracts and agreements between the broker-dealer and the customer not later than 30 days after the customer’s account is first established on the books and records of the broker-dealer. Each broker-dealer shall provide each customer with a conformed copy of the customer information pursuant to the requirements of rule 17a-3(a)(17) under the securities exchange act of 1934. Each contract or agreement and new account form for a customer whose account involves both an introducing broker and a clearing broker who provides services to the customer, shall contain or be accompanied by a disclosure of the identity and address of each broker-dealer. DFI-Sec 4.05(6)(6) Every broker-dealer whose principal office is located in this state, other than a broker-dealer engaged solely in the offer and sale of either interests in direct participation programs or securities issued by open-end investment companies, face amount certificate companies or unit investment trusts registered under the investment company act of 1940, shall have at least one registered person employed on a full-time basis at its principal office. DFI-Sec 4.05(7)(7) No broker-dealer may associate with a bank, savings institution, trust company, savings and loan association or credit union by contract, agreement or other means for the purpose of that entity publishing or circulating advertising promoting the services offered by the broker-dealer or assisting or providing information to persons to establish an account with the broker-dealer unless: DFI-Sec 4.05(7)(a)(a) The promotional or account-establishing functions are performed by persons registered as securities agents representing the broker-dealer; or DFI-Sec 4.05(7)(b)(b) The promotional or account-establishing functions are performed by persons who are supervised by one of at least 2 persons at the bank, savings institution, trust company, savings and loan association or credit union who are officers, branch or assistant branch managers or other employees occupying a similar office or performing similar functions at each location where promotional or account-opening functions are performed, and are registered as securities agents representing the broker-dealer. DFI-Sec 4.05(8)(8) No broker-dealer shall conduct broker-dealer services on the premises of a financial institution where retail deposits are taken unless the broker-dealer complies initially and continuously with all of the following requirements: DFI-Sec 4.05(8)(a)(a) The broker-dealer services shall be conducted, wherever practical, in a physical location distinct from the area in which the financial institution’s retail deposits are taken. In all situations, the broker-dealer shall identify its services in a manner that clearly distinguishes those services from the financial institution’s retail deposit-taking activities. The broker-dealer’s name shall be clearly displayed in the area in which the broker-dealer conducts its broker-dealer services. Nothing in this paragraph prohibits the financial institution from carrying out other activities within the designated area, provided that no promotional signs or materials shall be displayed in the designated area other than those relating to the securities services. DFI-Sec 4.05(8)(b)(b) Networking and brokerage affiliate arrangements shall be governed by a written agreement that sets forth the responsibilities of the parties and the compensation arrangements. Networking and brokerage affiliate arrangements shall provide that supervisory personnel of the broker-dealer and representatives of state securities authorities, where authorized by state law, will be permitted access to the financial institution’s premises where the broker-dealer conducts securities services in order to inspect the books and records and other relevant information maintained by the broker-dealer with respect to its securities services. The broker-dealer shall ensure that the networking and brokerage affiliate arrangement clearly outlines the duties and responsibilities of all parties. For purposes of this paragraph, “networking arrangement” and “brokerage affiliate arrangement” mean a contractual or other arrangement between a broker-dealer and a financial institution pursuant to which the broker-dealer conducts securities services on the premises of a financial institution where retail deposits are taken. DFI-Sec 4.05(8)(c)(c) At or prior to the time that a customer’s securities brokerage account is opened by a broker-dealer on the premises of a financial institution where retail deposits are taken, the broker-dealer shall comply with all of the following. DFI-Sec 4.05(8)(c)1.1. Disclose to the customer, orally and in writing, all of the following information about the securities products purchased or sold in a transaction with the broker-dealer: DFI-Sec 4.05(8)(c)1.a.a. The securities products are not insured by the Federal Deposit Insurance Corporation (“FDIC”), or by other deposit insurance required by the financial institution’s governmental regulatory authority. DFI-Sec 4.05(8)(c)1.b.b. The securities products are not deposits or other obligations of the financial institution, and are not guaranteed by the financial institution. DFI-Sec 4.05(8)(c)1.c.c. The securities products are subject to investment risks, including possible loss of the principal invested.