Notice Filing vs. State Registration

Notice filing is a topic that often confuses people studying for the Series 63 Uniform Securities Agent State Law exam or the Series 65 Uniform Continue reading

Notice filing is a topic that often confuses people studying for the Series 63 Uniform Securities Agent State Law exam or the Series 65 Uniform Investment Adviser Law exam or the Series 66 Uniform Combined State Law exam. Some mistakenly assume that notice filing is the same as state registration. While there are some similarities, notice filing and state registration are different and the Series 63, Series 65 and Series 66 exams require that you understand the distinction.

So what is notice filing, and how does it work?

To understand the concept of a notice filing, it’s important to know a bit about the entities to which it applies: federal covered advisers and federal covered securities. First, let’s look at federal covered advisers. A federal covered adviser is an SEC-registered adviser that offers investment advice in exchange for compensation. Any adviser with assets under management of $110 million must register as a federal covered adviser.

When it comes to registration, advisers are not subject to double registration, meaning that an investment adviser registered with the SEC does not need to register with any state, and an adviser that is required to register with a state does not register with the SEC. For federal covered advisers, this makes life easier because a federal covered adviser only needs to go through the rigorous registration process one time. Instead of registering in a state, on Form ADV that it files with the SEC, a federal covered adviser lists any states in which it will either have an office or more than five retail clients in a twelve-month period. The SEC then gives notice to the administrator in any state noted on the adviser’s form ADV that the adviser intends to do business in that state. This is a notice filing: a simple heads-up to the state administrator that the advisor will be doing business in its state. Depending on the requirements of the given state, the adviser may be asked to file additional paperwork and pay a fee before offering advice to clients in the state. But, happy day, the adviser gets to skip the state registration process.

Now let’s discuss notice filing for federal covered securities. What is a federal covered security? Well, many of the securities that the average investor is likely to own are federal covered securities. For example, any security traded on an exchange like the NYSE or NASDAQ is a federal covered security. Additionally, securities issued by investment companies that are registered under the Investment Company Act of 1940, such as mutual funds and closed-end funds, are federal covered securities. A federal covered security must be registered with the SEC, but the issuing company is not required to register it with any state. Instead, the issuer must note on its registration statement any state in which it intends to sell the security. The SEC then notifies the administrator of each noted state of the issuer’s intention to sell in that state. Sound familiar? It should because this is also a notice filing: a simple shout-out by the SEC to the state administrator that the security will be sold in its state. Typically the issuer is then required to submit its SEC registration documents to the administrator and pay a filing fee, but, and this is a biggie, the issuer does not need to go through the demanding state registration process in order to sell its securities in the state.

So it’s actually pretty simple. A federal covered security or adviser is registered once with the big boys at the SEC. After that, it’s all smooth sailing. No need for further registration, just a simple notice given to states in which the security will be sold or the adviser will offer investment advice.

Now that you’ve learned the difference between notice filing and state registration, let’s do a practice question to get you ready for the Series 63, Series 65 or Series 66 exam:

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Spencer Investments is a federal covered investment adviser doing business in Oregon. The Administrator in Oregon requires a notice filing. Does this mean Spencer Investments must register in Oregon as well as with the SEC?

A. No. What it means is that Spencer needs to request that the SEC send the Oregon Administrator a copy of Spencer’s Form ADV, and Spencer needs to pay a notice filing fee to the Oregon Administrator.
B. Yes. Spencer does business in Oregon, so it must register in Oregon.
C. Spencer Investments does not have to register in Oregon but does need to fill out and file all the paperwork for registration so the Oregon Administrator is on “notice” regarding Spencer’s business in Oregon.
D. Yes. The Oregon requirements for registration may be more stringent than the SEC’s, so Spencer must comply with them to do business in Oregon.

Correct Answer: A.
No. What it means is that Spencer needs to request that the SEC send the Oregon Administrator a copy of Spencer’s Form ADV, and Spencer needs to pay Oregon a notice filing fee. A notice filing for an investment advisor is not a registration but means the registration papers Spencer Investments filed with the SEC are shared with the Oregon Administrator, and the Oregon Administrator receives a filing fee.

FINRA Extends Open Exam Windows To May 31

In response to the COVID-19 virus, FINRA has announced that it will extend Continue reading

In response to the COVID-19 virus, FINRA has announced that it will extend all exam enrollment windows that are currently open and scheduled to expire by the end of May. Each FINRA-administered exam enrollment end date will be extended through May 31, 2020.

For more information click here.

Prometric Test Centers Closed Until April 16

Solomon Offers Free 30-Day Extensions Continue reading

More Time To Study!

Solomon Offers Free 30-Day Extensions

Prometric has announced that it will close its test centers in the United States and Canada for a period of 30 days, starting today on March 17, due to the Covid-19 disease.  Prometric says it plans on  re-opening test centers effective April 16. 

In response, Solomon Exam Prep will offer a free 30-day extension to customers whose materials expire between March 17 and April 16.  Please call 503 601 0212 or email info@solomonexamprep.com to request your free 30-day extension.

Visit the Prometric website for further information regarding these closures.

Understanding Trading Halts

The market’s intense reaction to the coronavirus has caused something not seen since 1997: trading halts. Continue reading

Understanding Trading Halts

The market’s intense reaction to the coronavirus has caused something not seen since 1997: trading halts. If you’re studying for the FINRA Series 7 General Securities Representative exam or the FINRA Series 24 General Securities Principal exam, FINRA may test you on the subject. Rest assured, Solomon Exam Prep’s Series 7 and Series 24 study materials cover the topic in detail. Here’s a little background on trading halts.
 
Sometimes called “circuit breakers,” these trading halts were first put in place after the 1987 stock market crash known as Black Monday. Part of the reason the Black Monday crash was so bad was the panic selling that happened once the market started dropping. A trading halt is meant to prevent this panicked free fall.
 
A trading halt may apply to the entire market, or a single security.
 

Market-Wide Trading Halts

A market-wide trading halt will be triggered when the S&P 500 drops sharply from where it was the day before. A Level 1 halt is triggered by a 7% drop and lasts for 15 minutes. If the drop reaches 13%, it triggers a Level 2 halt. A level 2 halt also lasts 15 minutes. Finally, a 20% drop in the S&P 500 triggers a Level 3 halt, which stops trading for the rest of the day. These kind of halts stop securities and options trading on all the exchanges, as well as the OTC markets.  
 
Trading Pauses in a Single Security
 
When a company makes a major announcement, it’s stock price may move dramatically. Pausing trading of a particular stock or security protects smaller investors who generally cannot react as quickly to the news as larger investors. If the price of a security drops a certain amount below what it normally trades at, the security is said to be “limit down.” If it stays limit down for 15 seconds, then trading in that security is paused for 5 minutes. Unlike market-wide trading halts, the same goes if the price of a single security rises rapidly. If a security is “limit up” for 15 seconds, trading pauses for 5 minutes. How much a security has to move to be limit up or limit down depends on the type of stock and its normal price range.
 
Your Securities Exams
 
Trading halts are topics on the FINRA Series 7 and Series 24 exams. Solomon Exam Prep covers trading halts in Solomon study guides, audio guides, video lectures, exam simulators and digital flashcards. For more information, go to www.SolomonExamPrep.Com or call 503.601.0212.
 

16 Study-From-Home Tips From Solomon Exam Prep

Get both general home-study tips and specific home-study tips for securities exams. Continue reading

GENERAL HOME-STUDY TIPS

  • Find a quiet place that you feel comfortable in – try to study in this same place every day
  • Unless you’re using your phone to study with, put the phone in another room.
  • Wake up early – getting started is the hardest part, and starting in the morning will make studying easier. You will get in several hours before you know it.
  • Make small goals.
  • Reward yourself – try to get up and walk around at least every 30 minutes. This will rest your eyes and mind.
  • If you start to feel anxious – take a deep breath, counting to four as you inhale, then slowly exhale, counting to seven as you exhale. Repeat. This will lower your anxiety. This is a good strategy to use before your exam.
  • Ask for help being accountable: find someone in your life to query you every day about what you have accomplished.
  • Go for a walk in a natural or green setting.  Studies show that your mind relaxes and you remember more if you take regular walks in a natural or green setting. 
  • Get a good night’s sleep – try to go to sleep at the same time each night and wake up at the same time. 

SPECIFIC HOME-STUDY TIPS FOR SECURITIES EXAMS

  • Read the Solomon Study Guide. Remember: the number one reason people fail their securities exam is they didn’t read the Study Guide.
  • If you’re having trouble reading the Study Guide, listen to the Solomon Audio Guide while you read the Study Guide.  
  • Read Exam Notes in the Resources folder.
  • If you don’t understand a question or concept, email Solomon’s Ask the Professor.
  • If you’re having trouble with something, create note cards and try to teach it to someone else. Becoming the teacher is the most effective tool to learn something you find challenging or difficult.
  • After reading the Solomon Study Guide, take at least six practice exams in the Solomon Exam Simulator.  
  • Use Interactive Review to review the Exam Simulator questions you get incorrect.

Solomon Exam Prep has helped thousands pass the SIE and the Series 3, 6, 7, 14, 22, 24, 26, 27, 28, 50, 51, 52, 53, 54, 63, 65, 66, 79, 82 and 99.  For more information, go to www.SolomonExamPrep.Com or call 503.601.0212.

The FINRA Series 22: Basic Exam Preparation

Get answers to some of your burning Series 22 questions from Jeremy Solomon, Solomon Exam Prep owner and president, plus test day tips! Continue reading

Did you know that the FINRA Series 22 exam is a much easier path to becoming a direct participation program representative than the Series 7?  A shorter exam requiring less study time, and you’re on your way to being qualified to solicit and sell interests in DPPs, including real estate, oil and gas, equipment leasing, BDCs, agricultural, like-kind exchanges, etc.

Click on the video link above and get answers to some of your burning Series 22 questions from Jeremy Solomon, Solomon Exam Prep owner and president, plus test day tips!

Solomon Live Web Classes Coming Soon….

Solomon Exam Prep’s Live Web Classes give you the opportunity to learn from and interact with an instructor in real time, from the comfort of your own home or office. Our instructors are experts and focus their classes on the aspects that will be most valuable in helping you pass your exam.

Classes are taken online via computer, tablet or smart phone. Internet access is required. The sessions are recorded and made available for later viewing if your schedule prevents you from attending all of the sessions.

Classes coming up in March and April:
Series 7 Top-Off: March 28th & 29th, 10:30 am – 3 pm ET
Series 24: March 30th – April 3rd, 2:30 – 4:30 ET
Series 63: April 2nd, 2 – 3:30 pm ET & April 3rd, 12:00 – 3:30 pm ET
Series 65: March 30th – April 3rd, 12:00 – 3:30 pm ET
Series 66: March 30th – April 3rd, 12:00 – 3:30 pm ET

March Study Question of the Month

This month’s study question from the Solomon Online Exam Simulator question database is now available. Continue reading

This month’s study question from the Solomon Online Exam Simulator question database is now available.

***Submit your answer to info@solomonexamprep.com or comment below to be entered to win a $20 Starbucks gift card.***

In the event of a default on a series of bonds, which of the following actions is a trustee most likely to take?
 
Answers:
 
A. Accelerate the bonds to maturity
 
B. Ensure that the bonds are held by a qualified custodian
 
C. Sue the issuer in civil court
 
D. Postpone the interest payments

Join Solomon’s Upcoming Series 79 Live Web Class!

Calling all lonely Investment Bankers to be! If you’re studying for the FINRA Series 79 exam and you don’t want to do it all by yourself: Solomon Exam Prep to the rescue.  Solomon Exam Prep is pleased to announce a weekend Series 79 exam prep intensive class on February 29 & March 1, 10-2:30 ET. Continue reading

Calling all lonely Investment Bankers to be! If you’re studying for the FINRA Series 79 exam and you don’t want to do it all by yourself: Solomon Exam Prep to the rescue.  Solomon Exam Prep is pleased to announce a weekend Series 79 exam prep intensive class on February 29 & March 1, 10-2:30 ET.

The Series 79 exam requires a broad knowledge of the rules, regulations, and industry practices that govern US capital markets and investment banking. The questions on the exam are drawn from three different subject areas that FINRA deems to represent the major job functions of entry-level investment bankers: 

  • Collection, Analysis, and Evaluation of Data (37 questions)
  • Underwriting/New Financing Transactions, Types of Offerings, and Registration of Securities (20 questions)
  • Mergers and Acquisitions, Tender Offers, and Financial Restructuring Transactions (18 questions)

Solomon recommends studying 80-100 hours over a six-week period. Already studying for the Series 79 and looking for an additional way to boost your learning? Our next Live Web Class for the Series 79 is on February 29th and March 1st and covers everything you need to know to pass the exam. And if you purchase the class as part of a materials package, you receive a discount off the cost of the class! Can’t attend the class in real time? Attendees can access a recording of the class for 15 days. 

To learn more and sign up, go to https://solomonexamprep.com/series777/ or call Customer Service at 503-601-0212.