USA - Fed Securities Acts Flashcards
Intrastate investment advisers are exempt from the ______ definition of the term
exempt
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
12 clients
Registration with the SEC is required for those who manage over _____ in assets or those IAs who advice to _______
$100m in AUM, or those who advise to investment companies
An adviser with at least ____ in AUM who is NOT required to register in their state must register with the SEC
$25m
An adviser with ____ in AUM and who does business in _____ or more states has the option to register with the SEC
$25m, 15 states or more
Private fund advisers with more than _____ in AUM are required to register with the SEC (must have _____ or few investors)
$150m; 100 or fewer investors
Private fund investors with under _______ must register with the state
$150m
All _____ are included in determining AUM for “private fund adviser” status
assets (including commodities, direct real estate investments, callable loans, etc.)
All of a “private adviser’s” clients must be _______
private funds
Exempt private advisers still have to _______ to the SEC
report
There is _____ registration for IARs under fed law
NO
Form ADV Part 1 contains _______ information
general
ADV Part 2 has more ______ information and part _____ is considered the “brochure”
more detailed information, part 2A is the brochure
Under fed law, if an IA takes more than ______ in prepaid fees ____ months in advance, must include its ______ in its ADV
more than $1,200 6 months in advance must include its balance sheet
Part 2B discloses information about _______ within the IA
individual people generating the investment advice
SEC normally grants registration within ______ of filing form ADV
45 days
In addition to filing form ADV parts 1 & 2, private fund advisers with more than $150m in AUM must file form ______
PF
Anyone who has spent more than _____ in prison is denied registration
1 year
For material changes, an amendment to form ADV must be filed ______ according to fed rules and ______ for NASAA rules
promptly for Fed rules and within 30 days for NASAA rules
Annual year-end amendment must be filed (for Fed) within _____ of year end
90 days
Form ADV-W (for withdrawal) is submitted if IA ceases operations and is effective _____ after submission for Fed and _____ for NASAA
60 days for Fed, 30 days for State
Fed requires that you keep records of the signed _______ from each client
brochure
Records must be maintained for _____ with first ____ in easily review-able place
5 years, first 2 years (same as state)
Brochure must be delivered to clients _____ beginning an advisory relationship with the IA
at or before (counts for oral or written agreements)
The brochure delivery rule for states is different than from the fed. T/F
True - state requires 2 days prior or alternatively customer can sign and has 5 days to rescind
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)
120 days
If brochure is amended because of disciplinary actions, then must be delivered ______ to all clients
promptly
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)
investment companies; less than $500
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 ______
IA brochure and the brochure received from the solicitor
If the IA has custody, then must send an itemized statement to the customer _____ from either the _____ or the ________
quarterly from either the IA or the custodian
If an IA with custody sends the reports, then they must arrange for an _______ audit, file form ______ within ______ of the audit
annual audit, file form ADV-E within 120 days of the audit
Principal transactions by advisers must be _____ and _____ must be obtained prior
disclosed and consent must be obtained prior from the customer
For agency cross transactions made by advisers, only one of the parties may be ______
solicited
For agency cross transactions, must send clients an annual _______ with how many cross transactions were affected and how much received in comp
disclosure
A disclosure must be made to clients if an IA has ______ and has become financially impaired
has custody over client assets
Appeals to a revoked registration by the SEC must be made within _____
60 days
If a private placement does NOT include non-accredited investors, it can be _______
advertised
The SEC commissioners are appointed by the ______. There are ______ of them and no more than _____ can come from the same political party
appointed by the president. there are 5 of them and no more than 3 can come from the same party
Copies of all proxy materials must be filed with the SEC ______ before mailed to shareholders
10 days
BDs must send financial disclosures to customers ______
semi-annually
Securities information processors (such as bloomberg and reuters) must ______
register with the SEC
Clearing and transfer agents must _______
register with the SEC
If you buy over 5% of an issuer, must file form _____ within _____
form 13D within 10 days
If 5% holding but intend to be passive investor, then file form _____ within ______ of year end
form 13G within 45 days of year end
Institutional investment managers who manager over _____ must file form within ______ of each quarter end where AUM is above that limit
$100m, within 45 days of quarter end in which you meet that AUM threshold
Any fund with over ______ investors must be registered
100
Min fund capital is _____
$100k
_____% of a funds board must be independent
40%
Violations of the Investment Company Act of 1940 is punishable with fines up to _____ and _____ in jail
$10k and 5 years in jail
For private placements, commissions can be received under _____ law but not ____ law
federal law but not state law
An “affiliated” person to a fund cannot borrow money but can buy share of the fund. T/F
True - they cannot borrow money but they can buy shares
Mutual funds must send their financial statements to investors ______
semi-annually
