Investment adviser and agent registration requirements and common exemptions under the Uniform Securities Act, tested on the Series 65 and 66 exams.
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- Which investment advisers must register at the state level under the Uniform Securities Act?
- Those with assets under management (AUM) of less than $25 million and not registered with the SEC, unless eligible for an exemption.
- What is a federal covered adviser?
- An investment adviser required to register with the SEC rather than with individual states, typically with AUM of $25 million or more.
- What exempts a small investment adviser from state registration?
- Managing less than $25 million in assets under management within the state and having fewer than 15 clients in the state.
- May an intrastate investment adviser avoid state registration?
- Yes, if the adviser operates exclusively within one state, derives at least 80% of revenue from intrastate clients, and provides only intrastate advice.
- What is the bank adviser exemption under the Uniform Securities Act?
- Banks and bank affiliates are generally exempt from investment adviser registration at the state level when advising on bank-supervised activities.
- Are pension plan consultants required to register as state investment advisers?
- No, advisers whose clients consist exclusively of pension plans are exempt from state registration.
- What is the venture capital adviser exemption?
- Investment advisers whose sole business is advising venture capital funds are exempt from registration if they meet specific criteria regarding asset custody and client sophistication.
- Who qualifies for the family office investment adviser exemption?
- Firms advising exclusively on the financial affairs of family members and entities in which family members own a significant interest.
- Must wrap fee account advisers register separately under state law?
- No, advisers managing wrap fee accounts are exempt from certain registration requirements, though they may need notice filing in some states.
- What is required for notice filing by federal covered advisers in a state?
- Federal covered advisers must file a notice, consent to service of process, and a copy of their Form ADV with the state, even though they are not state-registered.
- Must an agent register with the state in which they work?
- Yes, agents (representatives) must register with the state where they conduct business, either directly or through a broker-dealer.
- What is an agent under the Uniform Securities Act?
- A person who represents a broker-dealer or issuer in effecting or attempting to effect transactions in securities.
- Are broker-dealers acting in a principal capacity required to register as agents?
- No, broker-dealers do not need separate agent registration; only employees who solicit clients must register as agents.
- What exempts certain persons from agent registration?
- Persons representing brokers or issuers only in certain transactions, such as isolated non-recurring transactions, and employees dealing only in exempt securities.
- Must an agent representing only institutional clients register at the state level?
- No, agents whose clients consist exclusively of institutional investors such as banks and pension funds may be exempt from registration.
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