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Flashcards in USA - Registration / Licensing Deck (108)
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the Act requires that any ____, ____, _____, and ______ be registered in the state unless there is an exemption

BDs, agents, IAs, or IARs`


NSMIA was enacted to eliminate _______

duplicate fed and state registrations


"Persons" are ______

legal entities


Persons can issue and trade securities, and can be ____ or ____

human or non-human


Persons can be:

- individuals
- corporations
- partnerships
- business trusts
- estates
- trusts
- associations
- joint stock companies or joint ventures
- governments and political subdivisions of governments
- unincorporated organizations and any other legal or commercial entity


The "issuer" for a trust is the person _______

performing the functions of manager of depositor under the trust agreement


The "issuer" for equipment trusts is _______

is the person to whom the equipment is to be leased or conditionally sold (which is the corporation)


For fractional interests in O&G programs, or mining titles or leases, there is no _____

issuer (this makes them have to register through qualification - more stringent to detect fraud)


When an issuer sells or redeems securities, it is termed a _______

issuer transaction


A "non-issuer" is someone who is ______ as an issuer under the act

not defined


In a "non-issuer" transaction, the proceeds from the sale of the securities goes to _____

someone other than the issuer (a secondary transaction)


Firms with no ______ in the state that only deal with ______ are not required to register

with no office in the state than only deal with institutional clients are not required to register


Institutional buyers are:

- banks
- S&Ls
- trust companies
- insurance companies
- investment companies
- pension and profit sharing plans
- anyone else so designated by the state administrator


A broker-dealer is a person who:

- engages in the business of effecting securities transactions for the accounts of others
- engages in the business of trading for his own account


M&A advisors and finders are also considered _____



Persons that are NOT considered BDs are:

- agents
- depository institutions
- issuers


Firms that trade ______ with ________ with no place of business in the state are exempt

exclusively with professional investors (issuers, other BDs, institutional buyers)


BDs are not required to register in the state where their existing customers are _____

vacationing (30 days or less)


For Canadian BDs with clients visiting the US, they can stay in the US no longer than _____ and must intend to go back to Canada in order for them to not have to register in the US

6 months


An agent is a person who represents a ______ or _____

an issuer or a BD


Is there a requirement saying that you must earn a commission to be considered an agent?



The names of the officers of the company that will act as agents are included on the ______ (Form ____)

included on the BD registration (Form BD)


The only exclusions from the definition of an agent are those representing _____



The four exclusions for individuals who represent issuers are:

- sales of specified exempt securities (but not all exempt securities)
- exempt transactions
- sales of specified covered securities (but not all covered securities)
- sales of securities to employees of that issuer if no remuneration is paid


The "exempt" securities in regards to an agent of an issuer not having to register in the state are:

- US gov't
- Foreign gov't
- Muni gov't
- Canadian gov't
- Bank and Savings institutions
- Trust companies
- Promissory notes that will mature in 9 months or less that are rated in top 3 categories in amounts at least of $50,000 (ie commercial paper)
- securities issued in connection with savings, pension, profit sharing plans, and ESOP plans


The "exempt" transactions in regards to an agent of an issuer not having to register in the state are:

- isolated transactions with someone other than the issuer -- NOT repeated or successive trades by the same person
- transactions between issuers and underwriters
- transactions with financial or institutional investors


"Covered" securities that exempt an agent of an issuer from registering are:

- federal private placements (Reg D)
- Sales to qualified purchasers (natural persons or family owned companies with at least $5m in investments; pre-existing trusts for the persons listed above as qualified purchasers (but cannot be formed to buy securities); any other person with at least $25m of discretionary investments)


Employees of an _____ who effect trades only for the _____ employees are excluded from registration requirements, as long as no comp is involved

employees of an issuer who effect trades only for the issuer's employees are excluded


An investment adviser is someone who:

- engages in the business of advising others, directly or indirectly, as to the value of securities, investing, buying/selling securities
- issues or circulates analyses or reports concerning securities on a regular basis
- provides investment advisory services to others in a financial planning context


Persons that are excluded from the definition of investment advisers are:

- IARs
- depository institutions
- professionals
- BDs
- publishers of newsletters that do NOT give advice based on specific investment situations
- federal covered advisers