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.

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

This question is relevant to the Series 14, 79, 82, and SIE exams.

Question:

A research analyst who works for an underwriter that participated in an IPO may not publicly discuss or write a research report about the company until __________________.

Answer Choices:

A. 30 days after the registration is filed 

B. 20 days after the securities are issued

C. 10 days after the date of the IPO

D. 30 days after the date of the IPO


To explore free samples of Solomon Exam Prep’s industry-leading online exam simulators for the SIE, Series 14, Series 79, Series 82, and many more exams, visit the Solomon website here.

FINRA expands online testing to Series 24, Series 57, Series 79, and Series 99

On February 24, FINRA added the Series 24, the Series 57, the Series 79 and the Series 99 to the list of exams that are available for online delivery. Continue reading

On February 24, FINRA added the Series 24, the Series 57, the Series 79 and the Series 99 to the list of exams that are available for online delivery. Exams that were already available for online testing include the Securities Industry Essentials (SIE), Series 6, Series 7, Series 63, Series 65, Series 66, Series 3, Series 30, Series 31, Series 32 and Series. That means if you intend to sit for any of those exams, you will now able to complete them online or at a Prometric test center.

Candidates who wish to take the Series 24, 57, 79, or 99 exams online, should visit FINRA’s “Schedule An Exam” page. If you intend to take the Series 24, 57, 79, or 99 online, you must submit an interim accommodation request to FINRA. Note that such a request is not required for those who wish to take the SIE, Series 6, or Series 7 exams online. On the interim accommodation form, in addition to name and CRD number, an exam candidate will need to explain why they are requesting to take their exam online.


Online availability of the Series 24, 57, 79, and 99 exams is being done on an interim basis. FINRA says that it will continue to assess the impact of COVID-19 pandemic to determine when it will end this interim provision.


If you are interested in taking your exam online, it might be beneficial to learn more about a typical remote test-taking experience. Here is a 2020 Solomon Exam Prep blog post that gives a first-hand account from someone who took a FINRA-administered exam online.


In order to take an exam online via FINRA, you must follow the Prometric ProProctor requirements, which can be found here. Additionally, FINRA offers this webpage for those interested in preparing for their online ProProctor test.

Solomon Exam Prep has helped thousands pass the SIE and Series 3, 6, 7, 14, 22, 24, 26, 27, 28, 50, 51, 52, 53, 54, 63, 65, 66, 79, 82 and 99 exams.

How I Passed the SIE Exam

Read our interview with Dominic Mamrega, a finance major at High Point University, who passed the SIE exam with Solomon’s self-study program. Continue reading

Dominic Mamrega, a senior at High Point University, passed the FINRA Securities Industry Essentials exam!

Dominic Mamrega is a finance major at High Point University in High Point, North Carolina. Dominic studied for the Securities Industry Essentials (SIE) exam in a self-study program using Solomon Exam Prep SIE materials. We interviewed Dominic after he passed the exam.

Solomon Exam Prep: Why did you decide to study finance and what is your dream job?

Dominic: I decided to study finance because growing up as a triplet my parents taught me the value of a dollar and how to properly save your money. It wasn’t easy for my parents, they had to buy three of everything. My father is great with numbers and taught me how to properly manage my money. My dream job has always been as a financial advisor/planner. There are many people who need financial help and I wanted to make a change.

Solomon Exam Prep: Why did you decide to take the SIE exam?

Dominic: I decided to take my SIE for two reasons. The first reason was I wanted to have an edge when applying to jobs and get ahead of the pack. The other reason I decided to take the SIE was I have a good friend who recently graduated HPU who is also in the field of finance and told me to get the ball rolling in order to land a job when I graduate in May 2021.

Solomon Exam Prep: Where do you work now and how did you get there?

Dominic: My current job is on campus working in the IT department which isn’t that exciting, and I got there by applying to every job on campus and waiting to hear back from one. My upcoming job when I graduate will be with Allied Wealth Partners as a Financial Advisor. I got there by looking at LinkedIn daily for job postings and applying to every single one. I went through the interview process with a few firms and had a great connection with Allied.

Solomon Exam Prep: How has the SIE helped you in your current job?

Dominic: The SIE has helped me land my current job because it showed Allied that I am eager and want to go in the field as fast as I can.

“Yes, I would recommend the Solomon SIE course to other students because you are still able to handle the studying time while staying on top of your classwork.”

Solomon Exam Prep: How did you find Solomon Exam Prep? 

Dominic: I chose Solomon when Professor James mentioned it to me in class one day. After I investigated it and when HPU had a discount code it was a no-brainer.

Solomon Exam Prep: What do you like about Solomon Exam Prep?

Dominic: There are many things I like about Solomon. The first one being the app that is for the phone and knowing I can study anywhere and anytime with ease. Throughout the day I will just take a quiz or read up on something. I like how the material is broken down with simple day-to-day tasks that do not overwhelm me. The ability to ask the professor and the quick response times you have. Finally, I enjoy the exam breakdowns and telling me where I should study more.

Solomon Exam Prep: What did you like about the Solomon Exam Prep SIE products?

Dominic: I enjoyed the website and how easy it is to navigate and go back to sections that I was struggling with. I enjoy the highlight feature that saves to a doc that I can print out and study from.

Solomon Exam Prep: Would you recommend the Solomon SIE course to other students? If yes, why?

Dominic: Yes, I would recommend the Solomon SIE course to other students because you are still able to handle the studying time while staying on top of your classwork.

Solomon Exam Prep: What other exams do you plan to take with Solomon?

Dominic: I am currently studying for Series 7 with Solomon and I will be taking that exam in late March. After that, I will be taking Series 66 with Solomon, and if all goes to plan that will be on June 1st.


For more information about Solomon Exam Prep’s compelling SIE program and the advantages for your students, contact Beth Hamilton at Beth@SolomonExamPrep.com or call 503-601-0212.

You can also learn more on the Solomon website Colleges page.

NASAA updates Series 65, Series 66 and Series 63 to reflect SECURE Act changes

Effective February 1, 2021, the NASAA says it updated its Series 65, Series 66 and Series 63 Continue reading

The NASAA web site says that effective February 1, 2021 it updated its Series 65, Series 66, and Series 63 exam questions to reflect the changes from “Setting Every Community Up for Retirement Enhancement” Act, aka the SECURE Act. Prior to this date, Solomon Exam Prep updated Solomon Series 63, Series 65 and Series 66 study materials to reflect the SECURE Act changes. The SECURE Act made important tweaks to IRAs and defined contribution plans.

Keith Gill by day … Roaring Kitty by Night

Like Batman and Bruce Wayne, the famous GameStop investor Roaring Kitty is Continue reading

Like Batman and Bruce Wayne, the famous GameStop investor Roaring Kitty is by day Keith Gill, a now ex registered rep and IAR at MML in Massachusetts.

According to Brokercheck, Mr. Gill has passed the Series 3, 7, 24, 63 and 65.

For more information about the famous GameStop investor, go to: https://www.nytimes.com/2021/02/03/business/roaring-kitty-gamestop.html
and
https://www.thinkadvisor.com/2021/01/29/roaring-kitty-whos-pushing-gamestop-is-a-financial-advisor/

Solomon Exam Prep has helped thousands pass their securities licensing exams, including 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.

Go to www.SolomonExamPrep.Com for more information.

Online Testing Now Available for the Series 3 Exam

For those planning to sit for the National Commodity Futures Exam, or Series 3, FINRA is now offering candidates the option to take the exam online via Prometric’s ProProctor platform. Continue reading

For those planning to sit for the National Commodity Futures Exam, or Series 3, FINRA is now offering candidates the option to take the exam online via Prometric’s ProProctor platform. 

Since mid-2020, FINRA has offered online delivery of certain securities exams via the ProProctor remote service, allowing you to choose where and when to take your exam.

The ProProctor platform features an easy-to-use interface and 24/7 proctor support for a smooth test-taking experience. But it’s a good idea to be aware of the technical and security requirements before sitting for your exam remotely. 

In addition to the Series 3 and other NFA exams, these exams can be taken online: the Securities Industry Essentials (SIE), Series 6, Series 7, Series 63, Series 65, and Series 66 exams. 

For detailed information about taking exams online, including technical and procedural specifications, visit FINRA’s information page: https://www.finra.org/registration-exams-ce/qualification-exams/testonline  

And to read a first-hand description of the remote testing experience, see this blog post from August 13, 2020: https://solomonexamprep.com/news/finra/know-what-to-expect-testing-online-with-proproctor-from-prometric/

New York to require IARs to register and pass Series 65/Series 66

In December of 2020, the New York Attorney General’s office announced that the state would begin requiring certain employees of state-registered and SEC-registered Continue reading

In December of 2020, the New York Attorney General’s office announced that the state would begin requiring certain employees of state-registered and SEC-registered investment advisers to meet new examination and registration requirements.

Previously, employees of state-registered investment advisers and federal covered advisers who offered investment advice to the public for a fee did not need to register in New York. Under the new standard, however, these individuals will be required to follow New York state CRD/IARD filing requirements, and many will now need to take and pass a qualifying examination, such as the Series 65 Uniform Investment Adviser Law Examination.

Does this apply to me? Will you have worked as an investment adviser representative for two years by February 1, 2021, either in New York or some other state? If so, as long as your firm is either registered in New York as an investment adviser or registered with the SEC as a federal covered adviser by February 1, 2021, you will need to submit a Form U4 and pay the $200 fee to register with New York state.

Additionally, if the above conditions apply, and you have not been previously disqualified from registering in New York, you will not need to take any qualifying exam.

Individuals who serve as investment adviser representatives for registered firms can also request an exam waiver if they hold any of the following professional designations: Certified Financial Planner, Chartered Financial Consultant, Personal Financial Specialist, Certified Financial Analyst, or Chartered Investment Counselor. In order to apply for an exam waiver, an individual must submit Form NY-IASW along with your Form U4.
An investment adviser who has not been associated with a New York State Registered Investment Adviser or a federal covered adviser for at least two years before February 1st, 2021 will need to submit Form U4 and pass the NASAA Series 65 Uniform Investment Adviser Law Exam. In other words, IARs who have not been in the industry for at least 24 months are subject to these rules.

Individuals who must meet the exam requirements detailed above have until December 2, 2021 to do so and must submit their Form U4 by August 31, 2021. Even if the individual has not passed his exam, they still must submit Form U4 by August 31, 2021. The state allows for exam-related deficiencies to be in effect until December 2, 2021.

If you haven’t worked as an investment adviser for at least the two preceding years and do not qualify for an exam waiver, you will need to pass the NASAA Series 65 exam or the NASAA Series 66 Uniform Combined State Law Examination (and the SIE and the Series 7) if you work for a dually registered (BD/IA) firm.

Need to pass the Series 65 or Series 66 exam? Solomon Exam Prep has helped thousands pass the Series 65 and the Series 66 as well as the SIE and the Series 3, 6, 7, 14, 22, 24, 26, 27, 28, 50, 51, 52, 53, 54, 63, 79, 82 and 99. Go to www.SolomonExamPrep.Com for more information.

The full New York rule can be found here:

SEC issues interesting report on performance of Regulation A and Regulation D

In August 2020 the SEC released a report comparing the performance of Regulation A, Regulation D and registered offerings. Congress requested the Continue reading

In August 2020 the SEC released a report comparing the performance of Regulation A, Regulation D and registered offerings. Congress requested the report due to its concern that enormous growth in private securities issuance meant that investors may not be getting the liquidity, transparency, price-efficiency, accountability, pricing accuracy and low trading costs that are hallmarks of securities that are registered and publicly traded.

Solomon Exam Prep students know that when companies want to raise money they can issue equity or debt securities in the public markets, but in accordance with the requirements of the Securities Act of 1933, these issuing companies must register their securities with the SEC. Securities registration is considered to be a time-consuming and expensive process. However, companies may side-step registration by issuing securities that are exempt from registration. Two common types of exempt offerings are Regulation A offerings and Regulation D offerings. Regulation A offerings are for U.S. and Canadian issuers who wish to raise funds under $50 million. Regulation A offerings are open to all investors but issuers of Regulation A offerings must file an offering statement with the SEC. Securities offered under Regulation D require much less paperwork, but they are often available only to accredited investors and resales are restricted. Both Reg A and Reg D offerings allow companies to speed up the capital raising process, while reducing compliance costs and disclosure requirements.

The SEC report covered the years 2009-2019 and it showed some interesting findings:

  • In 2019, registered offerings accounted for $1.2 trillion (31 percent) of new capital, compared to approximately $2.7 trillion (69 percent) that the SEC estimates was raised through exempt offerings. Of this, the estimated amount of capital reported as being raised in offerings under Rule 506(b) and 506(c) of Regulation D was approximately $1.6 trillion.
  • There has been a steady increase in the number of offerings and the amounts raised in Regulation D offerings.  
  • While Regulation A offerings also increased in popularity, significantly less money was raised under Regulation A. In fact, 1,000 times more money was raised through Regulation D offerings than Regulation A offerings. 
  • Among Regulation D issuers that were not funds, most issuers were in the banking/financial, technology and the real estate industries. 
  • Reporting companies that raised money through Regulation D offerings grew faster, but had lower profitability and lower stock price returns than companies that raised money through registered offerings. The SEC adds a caveat that these reporting companies are not representative of the larger set of private companies that raise money under Regulation D.
  • Most issuers of Regulation D offerings were headquartered in California, New York, Texas, Florida, and Massachusetts
  • The majority of Regulation A issuers lacked a liquid secondary market for their securities. But this may change because the SEC now permits reporting companies to raise money under Regulation A, where previously it was limited to non-reporting companies
  • Between 2009 – 2019, 36% of IPOs had previously filed a Regulation D offering.
  • One year after a Regulation A offering, 81% of the issuers continued to make reports to the SEC. Three years after the offering, 46% of the issuers continued to make reports to the SEC. This can serve as a rough proxy for the survival of the company and therefore the risk to an investor. But a company that does not make SEC reports does not necessarily mean it has gone out of business. 

To read the “Report to Congress on Regulation A / Regulation D Performance” yourself, go to: https://www.sec.gov/files/report-congress-regulation-a-d.pdf.



December 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.

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

This question is relevant to the Series 6, 7, 14 and 79 exams.

Question: 
 
Which of the following is not typically part of an underwriting agreement?
 
Answer Choices:
 
A. Description of the per-share underwriting spread
 
B. Description of a Greenshoe option
 
C. Terms between syndicate members and selling group dealers
 
D. Terms under which the underwriter can terminate the contract
 
 

Correct Answer: C

Explanation: The underwriting agreement, which is typically signed the evening before or the morning of the effective date of a securities issue typically includes the per-share underwriting spread, an over-allotment (Greenshoe) option if granted, and the underwriter’s termination rights. It also is the document that contains the public offering price or a formula to derive it.

 

SEC Announces Major Revisions to Registration Exemptions Aimed at “Harmonizing” Regulation A Offerings, Regulation D Private Placements, and Crowdfunding

On November 2, the SEC announced a collection of rule changes meant to, in the announcement’s words, “harmonize, simplify, and improve” its “overly complex exempt offering framework.” Continue reading

On November 2, the SEC announced a collection of rule changes meant to, in the announcement’s words, “harmonize, simplify, and improve” its “overly complex exempt offering framework.” The changes affect Regulation A, which governs small public offerings; Regulation D, which governs private placements; and Regulation CF, which governs crowdfunding. This system of exemptions allows various small offerings to avoid the normal registration process required by the Securities Act.  
 
The rule changes should provide a clearer choice as to which exemption is most appropriate to an issuer, based on how much the issuer needs to raise and other factors.
 
The changes also seek to clarify how issuers can avoid “integration” of exempt offerings. Integration is the risk that exempt offerings will be considered a single offering by the SEC, because the offerings are too similar.
 
Highlights of the changes include:
 
  • If two exempt offerings are conducted more than 30 days apart, they are almost always protected from integration.
  • An issuer can “test the waters” with potential investors before deciding which exemption it will use for an offering. Test-the-waters communications solicit interest in a potential offering before the issuer has filed anything with the SEC. Previously, an issuer could only test the waters after deciding that its potential offering would take place under Regulation A.
  • Caps on the amount that may be raised through these exemptions have been increased:
    • Crowdfunding: from $1.07 million to $5 million
    • Regulation A, Tier 2: from $50 million to $75 million 
    • Regulation D, Rule 504: from $5 million to $10 million
  • Make “bad actor” exclusions more consistent across different exemptions.
The rule changes will take effect early next year. Until the changes take effect, securities exam questions will continue to be based on the old rules. FINRA Exams affected by these rule changes include the SIE, Series 6, Series 7, Series 14, Series 22, Series 24, Series 65, Series 66, Series 79, and Series 82.