Series 66 Exam Study Guide

Series 66 Exam Study Guide Issuer Securities Exclusions for Registering as an Agent - >>>>U.S. Government Securities Municipal Securities Canadian Government Securities Banks Promissory notes & investment Contracts ...

Series 66 Exam Study Guide Issuer Securities Exclusions for Registering as an Agent - >>>>U.S. Government Securities Municipal Securities Canadian Government Securities Banks Promissory notes & investment Contracts Do you have to be registered as an Agent to sell securities issued by Insurance Co. Secuirities and Federal Savings & Loans Securities - >>>>Yes, however, these securities are listed in the federal list of exemptions Exempt Transactions from registering as an agent - >>>>*Normal everyday secondary market transactions (trading) *Transactions in covered securities Covered Securities which exempt industry professional from registering as an agent in their state - >>>>*Securities sold to qualified purchasers *Securities sold in a private placement Agent - Broker/dealer exceptions - >>>>*a rep servicing a client in one state while the client is temporarily in another state *A partner, officer, or director of a B/D or issuer Investment Advisor definition (3 key points) - >>>>ABC *Provide ADVICE about securities *as a BUSINESS * for COMPENSATION in any form "Excluded" from the definition of an Investment Advisor at the state level - >>>>Part 1- *Investment Advisor Representatives (IARs) *Financial intermediaries (banks, savings institutions, trust companies, investment companies, and others) EVEN IF THEY CHARGE A FEE FOR ADVISING. *LATE - Lawyers, Accountants, Teachers, Engineers (if the advise provided is incidental to their profession) Part 2- *B/D and their agents if the advice is incidental to their normal brokerage activities & no extra compensation is charged *Publishers who give general advice and to no respond to questions *Federal Covered Advisors are exempt from state registration BONUS ROUND *Employ Benefit Plans (ex: 401k plan) Does an IA who provides advise about securities issued by a bank, savings institution, trust company, investment company, or other financial intermediary have to be registed as an Investment Advisor? - >>>>YES, however the issuing company will be exempt from registering as an Investment advisor. If you are giving financial advice to a registered investment company which organization MUST you register with - >>>>the SEC - an advisor to a registered investment company is a federal covered advisor and must be fully registered at the federal level Federal Covered Advisors are investment advisors who come within the definition of an investment advisor under the Federal Investment Advisers Act of 1940 and must register with a.__________ and is exempt from b.____________ but may be required to c.____________ with the states in which 6 or more clients transact business with the federal covered advisor. - >>>>a. the SEC (federally) b. state registration c. file a notice (5 Will an investment Advisor that manages less than $110 million be required to register federally? - >>>>No, an investment advisor that manages more than $110 million must register with the SEC Excluded from the Definition of a federal covered advisor - >>>>1. IA's giving advice on U.s. Government securities only 2. Banks and Bank Holding Companies 3. Publishers of general advice about securities 4. LATE professions To be considered a Federal covered Advisor.... - >>>>the IA must actually register with the SEC. Persons who meet the federal defiition but have failed to register with the SEC are NOT "Federal Coveed Adivsors." Investment Adviser's Act of 1940 - >>>>a. required SEC registered investment adviser firms to adopt and implement written supervisory and compliance policies and procedures and to. b. designate a Chief Compliance Officer to administer its compliance policies and procedures Uniform Securities Act - >>>>State regulatory law which works to minimize duplication of federal and state registration requirements (some securities and persons must be registered with the SEC and others must be registered with the state ((never both)) and to prevent fraud An Issuer is any person who.... - >>>>issues or proposes to issue any secuirity for sale and receives the proceeds of the sale exceptions from the definition- *a company issuing certificates of interest in oil, gas, or mining titles or leases (even though the Uniform Secuirites Act's definition of "security" includes such certificates of interest Issuers may have to file in a.________ , registration as a b.________ would not be required - >>>>a. issuer may have to file in a state when issuing securities b. registration as a Broker-Dealerer would not be required An Administrator is a a._______ official who administers the b.________ and enforces other securities regulations in a given a._______. An Administrator may make public or private investigations c.____________ of the a._______ at any time. - >>>>a. State b. Uniform Secuirites Act c. Within or outside Howey decision (4 elements that describe an investment contract) - >>>>1. Investment of money 2. a Common enterprise 3. expectation of profits 4. management by a third party Investment products excluded from the definition of a security - >>>>1. Anything FIXED 2. endowment policies 3. commodity futures contracts 4. collectibles 5. Precious metals 6. Real estate An offer is considered to have been made in a state when: 1. It a._______ in the state 2. It is b______ to the state, or 3. It is c.________ in the state - >>>>a. IT ORI