USA - Fed Securities Acts Flashcards

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1
Q

Intrastate investment advisers are exempt from the ______ definition of the term

A

exempt

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2
Q

The de minimus exemption from the fed definition of investment advisor is any IA that has had no more than ____ clients in the last 12 months

A

12 clients

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3
Q

Registration with the SEC is required for those who manage over _____ in assets or those IAs who advice to _______

A

$100m in AUM, or those who advise to investment companies

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4
Q

An adviser with at least ____ in AUM who is NOT required to register in their state must register with the SEC

A

$25m

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5
Q

An adviser with ____ in AUM and who does business in _____ or more states has the option to register with the SEC

A

$25m, 15 states or more

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6
Q

Private fund advisers with more than _____ in AUM are required to register with the SEC (must have _____ or few investors)

A

$150m; 100 or fewer investors

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7
Q

Private fund investors with under _______ must register with the state

A

$150m

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8
Q

All _____ are included in determining AUM for “private fund adviser” status

A

assets (including commodities, direct real estate investments, callable loans, etc.)

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9
Q

All of a “private adviser’s” clients must be _______

A

private funds

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10
Q

Exempt private advisers still have to _______ to the SEC

A

report

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11
Q

There is _____ registration for IARs under fed law

A

NO

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12
Q

Form ADV Part 1 contains _______ information

A

general

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13
Q

ADV Part 2 has more ______ information and part _____ is considered the “brochure”

A

more detailed information, part 2A is the brochure

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14
Q

Under fed law, if an IA takes more than ______ in prepaid fees ____ months in advance, must include its ______ in its ADV

A

more than $1,200 6 months in advance must include its balance sheet

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15
Q

Part 2B discloses information about _______ within the IA

A

individual people generating the investment advice

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16
Q

SEC normally grants registration within ______ of filing form ADV

A

45 days

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17
Q

In addition to filing form ADV parts 1 & 2, private fund advisers with more than $150m in AUM must file form ______

A

PF

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18
Q

Anyone who has spent more than _____ in prison is denied registration

A

1 year

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19
Q

For material changes, an amendment to form ADV must be filed ______ according to fed rules and ______ for NASAA rules

A

promptly for Fed rules and within 30 days for NASAA rules

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20
Q

Annual year-end amendment must be filed (for Fed) within _____ of year end

A

90 days

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21
Q

Form ADV-W (for withdrawal) is submitted if IA ceases operations and is effective _____ after submission for Fed and _____ for NASAA

A

60 days for Fed, 30 days for State

22
Q

Fed requires that you keep records of the signed _______ from each client

A

brochure

23
Q

Records must be maintained for _____ with first ____ in easily review-able place

A

5 years, first 2 years (same as state)

24
Q

Brochure must be delivered to clients _____ beginning an advisory relationship with the IA

A

at or before (counts for oral or written agreements)

25
Q

The brochure delivery rule for states is different than from the fed. T/F

A

True - state requires 2 days prior or alternatively customer can sign and has 5 days to rescind

26
Q

If there are material changes to the brochure, then is must be sent to each client within ______ of year end (does not apply to the supplement)

A

120 days

27
Q

If brochure is amended because of disciplinary actions, then must be delivered ______ to all clients

A

promptly

28
Q

Brochure delivery is not required if adviser is contracting to sell to _____, “impersonal advisory services” for less than _____, or clients who are officers or employees of the firm (or are otherwise related)

A

investment companies; less than $500

29
Q

If using a solicitor, then the IA must received a signed copy, no later than the time the agreement is entered into, of both the _____ and the ______

A

IA brochure and the brochure received from the solicitor

30
Q

If the IA has custody, then must send an itemized statement to the customer _____ from either the _____ or the ________

A

quarterly from either the IA or the custodian

31
Q

If an IA with custody sends the reports, then they must arrange for an _______ audit, file form ______ within ______ of the audit

A

annual audit, file form ADV-E within 120 days of the audit

32
Q

Principal transactions by advisers must be _____ and _____ must be obtained prior

A

disclosed and consent must be obtained prior from the customer

33
Q

For agency cross transactions made by advisers, only one of the parties may be ______

A

solicited

34
Q

For agency cross transactions, must send clients an annual _______ with how many cross transactions were affected and how much received in comp

A

disclosure

35
Q

A disclosure must be made to clients if an IA has ______ and has become financially impaired

A

has custody over client assets

36
Q

Appeals to a revoked registration by the SEC must be made within _____

A

60 days

37
Q

If a private placement does NOT include non-accredited investors, it can be _______

A

advertised

38
Q

The SEC commissioners are appointed by the ______. There are ______ of them and no more than _____ can come from the same political party

A

appointed by the president. there are 5 of them and no more than 3 can come from the same party

39
Q

Copies of all proxy materials must be filed with the SEC ______ before mailed to shareholders

A

10 days

40
Q

BDs must send financial disclosures to customers ______

A

semi-annually

41
Q

Securities information processors (such as bloomberg and reuters) must ______

A

register with the SEC

42
Q

Clearing and transfer agents must _______

A

register with the SEC

43
Q

If you buy over 5% of an issuer, must file form _____ within _____

A

form 13D within 10 days

44
Q

If 5% holding but intend to be passive investor, then file form _____ within ______ of year end

A

form 13G within 45 days of year end

45
Q

Institutional investment managers who manager over _____ must file form within ______ of each quarter end where AUM is above that limit

A

$100m, within 45 days of quarter end in which you meet that AUM threshold

46
Q

Any fund with over ______ investors must be registered

A

100

47
Q

Min fund capital is _____

A

$100k

48
Q

_____% of a funds board must be independent

A

40%

49
Q

Violations of the Investment Company Act of 1940 is punishable with fines up to _____ and _____ in jail

A

$10k and 5 years in jail

50
Q

For private placements, commissions can be received under _____ law but not ____ law

A

federal law but not state law

51
Q

An “affiliated” person to a fund cannot borrow money but can buy share of the fund. T/F

A

True - they cannot borrow money but they can buy shares

52
Q

Mutual funds must send their financial statements to investors ______

A

semi-annually