TEST TOPIC ALERTS Flashcards
Do individuals representing BDs in sales capacity have to register?
Individuals representing BDs in a sale’s capacity must register as agents whether they sell registered securities, securities exempt from registration, or in exempt transactions
What does not need to be disclosed on an agent’s application?
Disclosing citizenship
The city of Chicago issues bonds for the maintenance of local recreational facilities. Purchasers have 2 choices: they can purchase the bonds directly from the city through Ms. Stith (a city of Chicago employee responsible for selling bonds), or they can purchase them from Mr. Thompson (an employee of First Securities Corporation of Illinois). Which statement is correct?
Mr. Thompson must be registered as an agent, but Ms. Stith is excluded.
Registration of Investment Advisor
Either state ORRRR federal
An investment newsletter is being published for a subscription fee. Rather than being published on a regular basis (weekly, monthly, quarterly, and so forth), issues are released in response to market events. How does the law view this publisher?
Publisher would be considered an investment advisor requiring registration.
The exclusion requires that the publication is published w/ some sort of regular schedule rather than being timed to specific market events.
For exclusion as IA, bank does not include
Savings and loan association, a building and loan association, or a foreign bank.
Individuals representing a federal covered IA
Only register in those stages where they have a place of business. Ex. An IAR could have 1,000 or more clients in a specific state and not have to register if IAR did not maintain place of biz.
When may a registration statement be amended after its effective date to change the # of shares to be offered and sold?
As long as the POP and underwriter’s discounts and commissions are unchanged.
Exceptions = what?
Exclusions
Limited offering transactions
Offerings of Private placements to not more than 10 persons other than institutional investors during previous 12 consecutive months.
- seller reasonably believes that all of noninstitutional buyers are purchasing for investment purposes only
- no commissions or other remuneration paid for soliciting noninstitutional investors
- no general solicitation or advertising is used
Broker-dealers are prohibited from
Soliciting nonexempt transactions in unregistered nonexempt securities