Laws Flashcards
Not a security
- insurance: fixed, fixed annuity
- retirement plans
- collectibles
- commodity futures
- commodities
- condo for personal
- currency
exempt securities
- US govt & agencies
- state & local municipal bonds
- intrastate offering (80% rule, 50%+ employee, 100% residents, 6 month resale)
Exempt transactions
private placements under rule 506b & 506c under reg D
Rule 501 accredited investor
-insitutional investors
-EBP > 5 million
-Net worth ind/joint > 1 million excluding net equity of house
OR
-earnings over 200k (300k joint) last 2 years and expected next year
**file form D w/ in 15 days of sale
NSMIA Fed Covered Security
- States can require filing fees and impose antifraud provisions
- open/closed end investment company, UIT, FACC, registered under ICA 1940
- NYSE, NYSE LLC/Amex, NASDAQ
- rights, warrants, bonds, preferred stock
- 506bc Reg D
- if municipal issuer located in state being offered = not fed covered
- SEC registered doesn’t mean fed covered
exempt securities under USA
- fed covered (exchange listed, nasdaq, reg D, ICA 1940)
- short term note/debt. promissory note/commercial paper that has maturity of less than or equal to 270 days, min 50k denominations, 3 highest ratings
exempt securities issued by exempt issuers
- us govt agencies, municipalities, Canadian govt, foreign govt
- banks, savings, trust
- insurance - but not variable
- regulated utility
- charitable, religious, non profit
exempt transactions under USA
- pre organization certs less than equal to 10 subscribers w/ no funds paid in
- private placements
- 10 offers w/ in 12 months to non institutional
- no resale except institutions
- no commission paid on sales to retail clients
- transactions w/ institutions, BD, EBP less than equal to 1 million assets
- issuer transactions
- non issuer: unsolicited non issuer
- fudiciary transactions
IA excluded from definition
- banks, savings institutions, trust companies
- LATE, w/ no fees, incidental advice
- BD, no fees or wrap
- publishers, if not mkt driven, bonafide general circulation
- solely advise on govt securities or agency issues
- IAR
- fed covered adviser
exempt from SEC registration for IA
- intrastate, no national exchanges or private funds
- insurance companies
exempt from state USA registration for IA
- deminimis: less than 6 retail clients w/ in 12 months
- no place of bus in state & deal only w/ institutions/BD/IA
- snowbird 30 days
state AUM registration - less than 100 mil AUM, except for IA that
- registered in 15 or more states
- manage registered investment company
- expect to reach $110 mil w/ in 120 days
net worth for state
- discretion - 10k
- custody - 35k, unless solely for direct fee deduction or pooled investment subject to annual audit
- surety bond - 3k in leu of net worth
disclosure of impairment
discretion
custody
state: prepay > $500 >= 6 months advance
fed: prepay> $1200 >= 6 months advance
IAR exclusions
- clerical/admin
- impersonal investment advice
- research analyst
IAR exempt
state
- deminimis <6 retail w/ in 12 months
- snowbird
federeal
-IAR registers where place of business
