On December 22, the SEC announced a major rule change that it hopes will clarify what investment advisers can and can’t do when it comes to marketing their services. Continue reading
On December 22, the SEC announced a major rule change that it hopes will clarify what investment advisers are permitted to do when it comes to marketing their services.
The SEC cited the need to adapt its rules to changing communications technology. “The marketing rule reflects important updates to the traditional advertising and solicitation regimes, which have not been amended for decades, despite our evolving financial markets and technology,” said SEC Chairman Jay Clayton in announcing the overhaul.
The SEC’s current rules about advertisements and paying for client referrals will be consolidated into a single rule. Paying a third party to solicit new clients will now be considered a form of advertising, as will paid testimonials and endorsements and some one-on-one communications with clients.
Currently, each of these activities is subject to a separate set of requirements. By bringing them under the definition of advertising, the new rule replaces this complex system with a set of six broad principles that all forms of IA advertising must adhere to:
No untrue statements or omissions of material facts
No unsubstantiated statements
No statements that imply something untrue or misleading
When the benefits of the IA’s services are discussed, there must be a fair and balanced discussion of material risks
“Anti-cherry picking”: the IA must present its track record in a fair and balanced way
No advertisements that are otherwise materially misleading (intended as a “catch-all provision” for misleading advertising not covered above)
The rule change is expected to take effect sometime in the spring of 2021 and will affect the Series 65 and Series 66 exams.
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 SECannounceda 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.
FINRA partner Prometric has developed ProProctor for online, remote test taking. Here are some takeaways about the process. Continue reading
In person licensing exams have been a staple in the securities industry for decades, but with the novel Coronavirus COVID-19, FINRA has been tasked with providing a safer method for testing. Given this, FINRA partner Prometric has developed a new product titled ProProctor for online, remote test taking. Prometric is a giant in the testing industry, and operates hundreds of testing centers.
With all this as the backdrop, one month ago I was tasked with studying for and taking the SIE as a junior associate at Solomon Exam Prep. Using the ProProctor product seemed like the most convenient way to take the exam, and proved easy enough. However, for the benefit of Solomon exam takers, I would like to share some takeaways about the process.
I registered for the test three weeks ahead of time on the Prometric website, and there were still many time slots available, but the most convenient ones had been taken. The most feasible slot for me ended up being at 7:45 AM, so if you prefer to test later in the day, register ahead of time!
I immediately received a confirmation email detailing all of the procedures that I would need to follow for test day. It was a lengthy email. This is due to Prometric’s desire to avoid cheating and duplication of the test, so they are rightfully cautious. The full procedures can be found in this PDF. That being said, there are a few procedures that are very important to understand ahead of time. First is your testing environment. Ideally one is able to test in a bare, white room, at a desk, with no decorations of any kind. However, this is not always possible, so it is helpful to have a bed sheet or tarp on hand to cover anything that your proctor determines to be unacceptable. Furthermore, you cannot have any interruptions during the test, so it is imperative to notify your office mates! Prometric also recommends having a mirror on hand for the check in process. Ultimately, this is simply for the purpose of inspecting your laptop keyboard/screen if you cannot remove your webcam, so a medium sized mirror is fine. The more easily you can position it in front of your screen the better (I did not take my own advice here and had a giant mirror, which was tough to position so that my proctor could see my keyboard).
Leading up to the exam day, you should do one of Prometric’s system readiness checks, test your microphone specifically, and download/install their application. On exam day, you will be asked to follow a unique web link that is in your confirmation email to launch your exam. Once there, you will input user specific information, and it will automatically launch the application. Be warned, once you launch the exam application, you cannot access any other settings or applications on your computer, so adjust your volume or microphone controls ahead of time. Once there, you will be asked to photograph yourself, take a picture of your photo ID, and you will be sent to the security proctor.
Ultimately two different proctors will communicate with you. The process for meeting with them is seamless, and they will answer any questions you may have. The first will conduct the security checks and you will have a webcam view of them. The security checks are detailed on the ProProctor website, as well as in the confirmation email, but here are a few tips. I wore pants with lots of pockets, which was a mistake. Wearing as few items of clothing as possible, with as few pockets as possible, is helpful because they will ask you to empty them. Additionally, they advise no jewelry. Ideally, the only things in the testing room are you, your photo ID, and your computer. There is nothing else allowed (with the exception of tests that have certified testing materials).
The security checks also include room checks, which necessitates either an external webcam or an easily portable laptop. The fewer furniture items in the room, the easier the check will be. Finally, the security proctor will detail their break policy. I did not use the break, and it should ultimately be seen as an emergency asset. The test time does not stop while you take it, and you will have to redo all security checks upon returning.
Once all of the security protocol is over with, your security proctor will pass you on to another proctor. The new proctor will greet you via the application chat, but you will not see them on screen. They will, however, see your video and hear your audio. Additionally, they prohibit you from speaking out loud during the exam. You may mouth or whisper the words, but they do not allow you to speak. Once the exam commences, it is straightforward. There is a calculator in the application, as well as a “scratch pad” where you may type things. Be warned, you may not go back to questions once you move on.
When I was taking the SIE, I felt confident once I got to this point, since I was mostly worried about complying with the security checks. However, there is protocol from Prometric should you be disconnected from the application for any reason. I was disconnected with just six questions left (!), so it would have been helpful to know this ahead of time. Needless to say, I panicked. Prometric recommends a wired internet connection for this reason, but I gambled with wifi. Ultimately this was not the reason I was disconnected (my internet connection was fine), but the application automatically closed and I was forced to consult the FAQ.
From here, Prometric recommended that I check my internet connection, wait three minutes, restart my computer, and relaunch the exam. This proved to be perfect advice, and I was readmitted to the system. I had to re-do the entire security check with a new set of proctors, but my test time was paused and my progress had been saved. I finished my last six questions without a hitch. In other words, if you are disconnected, do not panic and simply follow their directions on the FAQ. If the issue persists, they recommend that you contact support.
As with the in person exams, my preliminary results were shown at the conclusion of the exam, and I was free to continue with my work day. All in all, the process was relatively user-friendly, and well worth it since I was able to avoid going to a testing center.
The use of virtual meetings and video conferencing has exploded in recent months. FINRA has responded with new guidance about how its limits on gifts and entertainment expenses apply in a world where business meetings often don’t take place in person.
When a firm hosts a traditional, in-person meeting with institutional investors or other broker-dealers, reasonable expenses associated with these meetings don’t count toward FINRA’s $100 limit on gifts. A common example is the refreshments provided to those in attendance.
But what if you’re courting a new institutional investor through a virtual meeting? Are you allowed to have food and beverages delivered to those attending the meeting without worrying about the $100 limit on gifts? FINRA says yes, as long as the expenses are reasonable. According to FINRA:
[W]here a member firm’s associated persons personally host an interactive virtual business entertainment event or meeting, FINRA would view the associated persons’ provision of reasonable amounts of food and beverage … during that virtual business entertainment or meeting as not being subject to the $100 gift limit.
In order to keep your virtual meetings in compliance with this guidance, the refreshments:
Cannot be so expensive “as to raise any question of propriety”
Must be intended to be consumed at the meeting, by the attendees
Cannot be conditioned on meeting a sales goal (for example, when meeting with associated persons of another broker-dealer, you can’t provide refreshments selectively to the high sellers)
Cannot be used as a cover for providing something that is actually a gift (for example, a bottle of champagne meant for the attendee to take home)
The Solomon Exam Prep team is always on the lookout for how current developments affect the securities industry. For more updates from our Industry News blog, use the subscribe form on this page.
FINRA and the NASAA are now offering Prometric’s ProProctor remote assessment service which allows you to choose where and when you take your security exam. This user-friendly testing platform Continue reading
FINRA and the NASAA are now
offering Prometric’s ProProctor remote assessment service which allows
you to choose where and when you take your security exam. This user-friendly
testing platform offers self-service capabilities, with live agents available
at all times to offer support for candidates if required.
features advanced security measures to ensure the same safety standard is being
met comparable to conventional test centers, guaranteeing a consistent and fair
testing experience for all candidates. These advanced security measures include
multiple ID authentication and facial detection checks, personal security
checks, 100% live-monitoring, 360-degree environmental readiness checks, live
security agents, proactive protocols such as device checks, as well as record
and review functionalities.
Each test candidate is assigned three agents to ensure
the exam is administered safely and securely, with a proctor present throughout
the entire test.
In order to access Prometric’s ProProctor system, you
must install an application on your laptop or desktop and perform a system
It is important to note the following difference with
exams at the traditional test center: online tests via ProProctor are
forward-moving only. No flagging a question and returning to it. No changing
online exams have an onscreen calculator, a virtual scratchpad to capture your
notes digitally as well as highlight and strikethrough functionality, which
allow you to mark through or bring attention to the portions of the displayed
and firms may schedule online test appointments for the following six exams:
the SIE, Series 6, Series 7, Series 63, Series 65, and Series 66.
It was previously announced that FINRA and NASAA had been working to introduce an online testing service as an alternative to candidates taking their exam at traditional test centers, to be launched Continue reading
It was previously announced that FINRA and NASAA had been
working to introduce an online testing service as an alternative to candidates
taking their exam at traditional test centers, to be launched on May 24th.
FINRA has now announced that this service, which is
currently in its pilot phase, requires further validation before it can be
implemented and therefore will not be launched on May 24th as
planned. This also means that there will be a delay in booking appointment
times for the five exams that will be included in its initial launch, including
the SIE, Series 6, Series 7, Series 63, and Series 66 exams.
FINRA has also updated policies for test candidates,
extending enrollment windows that have either expired, or are due to expire
between March 16th and June 30th, 2020. This includes all
FINRA, NASAA and MSRB exam enrollment dates, with affected enrollment windows
being systematically updated in CRD.
Prometric will continue to reopen test centers in accordance
with local, state and federal regulations. You can check their Site Openings page, which is
continually being updated. You can also read more about the Prometric policies
to ensure candidate safety on their Covid-19 Update page.
If your Solomon Exam Prep materials are due to expire
before June 1st, contact Customer Service on 503 601 0212 or by
email at firstname.lastname@example.org
for a complimentary extension until August 1st.
Prometric has announced social distancing procedures with the re-opening of test centers. Test-takers must bring and wear a mask while at the test center. Anyone without a mask Continue reading
has announced social distancing procedures with the re-opening of test
centers. Test-takers must bring and wear a mask while at the test
center. Anyone without a mask will be denied entry and marked as a “no
Test takers will be required to stand on the ‘stand here’ sign or ‘X’ in place on the floor, designating a safe distance away from the test center employee.
Test takers will be seated in a manner that ensures distancing guidelines are satisfied during testing.
Monitoring of the test room will be done exclusively using existing DVR monitoring. Physical walk throughs will be waived unless there is adequate space to comply with local government distancing guidelines.
Return of scratch paper instead of dry erase boards.
Test center staff to clean all surfaces, including every workstation, admin desk, and proctor desk, between each test taker and at the start and end of each day.
For the full list of Prometric test center procedures and requirements, please click here.
You can also see a list of which test centers have reopened here.
It has now been announced that FINRA and NASAA plan to implement a new remote testing service, which will allow exam candidates to take selected exams using a camera-equipped computer. Continue reading
Due to the COVID-19 pandemic, on March 17
Prometric closed its testing centers in the US and Canada, with these
closures being extended until May 31st. It has now been announced
that FINRA and NASAA plan to implement a new remote testing service, which will
allow exam candidates to take selected exams using a camera-equipped computer.
Exam testing will continue to be administered by Prometric, with their staff
supervising the exams via video and online monitoring tools.
remote testing service is currently in its trial phase, FINRA plans to launch
the service “in the near future” for selected exams, including the SIE, Series
6, Series 7, Series 63 and Series 66. It is expected that further exams will be
included in the weeks following the launch of this innovative service.
also announced that it plans to resume testing at certain test centers on May 1st,
with limited capacity to maintain safe social distancing protocols. Further
information will be updated on the Prometric
Coronavirus Update page.
Solomon Exam Prep is offering complimentary extensions for students who have Solomon study materials expiring before June 1st. Contact Customer Service at email@example.com or phone us on 503 601 0212 to have your Solomon study materials extended until August 1st.
In accordance with CDC and WHO guidelines, it was announced by Prometric that they will be extending the closure of their test centers nation-wide until May 31st Continue reading
In accordance with CDC and WHO guidelines, it was announced by Prometric that they will be extending the closure of their test centers nation-wide until May 31st, and plan to resume testing after that time. You can read more about the announcement on the Prometric website regarding these closures. Here, you will also find some helpful information about newly introduced social distancing policies and procedures to ensure safety during your testing appointment.
Exam Prep understands the stress that this uncertainty can bring and wish to
offer free extensions for students who have materials due to expire before June
1st. We will extend these materials free of charge until August 1st.
Email firstname.lastname@example.org or
contact us by phone on 503 601 0212 to request your complimentary extension.
Solomon Exam Prep continues to support our customers during this time and
encourage you to contact us if you have any questions or concerns.
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.