10 terms

Series 63

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Terms in this set (...)

Agent Registration Exemption
When in a state in which you have no place of business and representing the issuer in effecting transactions and:
- the transaction is exempt
- the transaction is in a federal covered security
- is with an existing customer who is not a resident of the state
- with employees of the issuer and no compensation is received
- in five of the exempt securities including ones issued...
1) Government or municipal securities of U.S. or Canada
2) Securities of foreign government with diplomatic relations to the U.S.
3) Any bank, savings institution or trust company organized under the U.S. or any state law
4) Commercial paper with a maturity of 270 days or less in denominations of $50,000 or more rated in top three categories
5) Investment contract issued in connection with an employee's stock purchase, savings, pension or profit sharing plans
Broker/Dealer Registration Exemption
You have no place of business in the state and your effecting transactions exclusively through
- banks, savings institutions or trust companies
- insurance companies
- investment companies under the act of 1940
- employee benefit plans of at least $1 million
- other BDs
- existing customers whose residence is not in the state
Investment Adviser Registration Exemption
You have no place of business in the state and only give advice to....
- Other IAs
- BDs
- banks, savings institutions or trust companies
- investment companies under the act of 1940
- insurance companies
- maximum of five retail clients during a 12 month period

or

You are a federal covered IA
Exempt Securities
1) Short term notes/debt obligations/Commercial paper
2) U.S. government or Municipal securities
3) Canadian government of Provincial securities
4) Foreign government (but not municipal) securities with diplomatic relations with the U.S.
5) Banks, savings institutions and trust companies
6) Insurance companies
7) Public utility companies
8) Charitable, religious and non-profit organizations
9) Employee benefit plan securities
Exempt Transactions
1) Preorganization certificates/seed money with maximum of 10 subscribers and no funds paid in
2) Private placements restricted to 10 offers not including institutional investors
3) Transactions between Issuers and Underwriters
4) Financial Institutions - not IAs or accredited investors
5) unsolicited nonissuer transactions
6) isolated nonissuer transactions
7) fiduciary transactions (executor, bankruptcy trustee, administrator, marshal/sheriff)
8) liquidation of securities pledged as collateral for a loan
9) offers to existing employees or shareholders of the issuer for which no compensation is paid
Federal Covered Securities
- securities listed on NYSE, Chicago Stock Exchange or the NASDAQ stock market
- Investment company securities under the act of 1940
- U.S. government securities
- Municipal securities unless issued and sold in the same state
- Private Placement/Regulation D
- Bank securities regulated by the FRB
Federal Covered IAs
Not subject to register as an IA whether they have an office in the state or not

- have $110 million or more in assets
- are under contract to manage an Investment company under the act of 1940
- excluded from the definition of IA under the act of 1940
Weird Rule for IARs
Individuals performing the duties of an IAR for a federal covered investment adviser are only required to register in states in which they maintain a place of business.
Successor Firms
BDs may file for registration of a successor firm, whether said firm is in existence or not, for the remainder of the unexpired portion of the year. No payment for registration is necessary for the successor firm until the next renewal date/next Dec 31 but the consent to service of process must be filed with registration.
Who may file a registration statement for a security?
A registration statement may be filed by an issuer itself, a broker-dealer, or any other person on whose behalf the offering is to be made.