What are the permitted activities of a General Securities Representative (Series 7)?

In this article, Solomon Exam Prep explains what a General Securities Representative can and cannot do and how this compares to other rep-level registrations. Continue reading

Of the representative-level FINRA registrations categories, the General Securities Representative (Series 7) registration is considered by many to be the most valuable, due to the range of products it allows you to sell. But how “general” is it? Are there other representative-level registrations that permit you do things a Series 7 representative cannot?

What is a Series 7 representative permitted to do?

FINRA allows a General Securities Representative to solicit the purchase and sales of all securities products, including:

  • Stocks, whether from IPOs, private placements, or secondary market trading
  • Other corporate securities, such as bonds, rights, and warrants
  • Mutual funds
  • Closed-end funds
  • Money market funds
  • Unit investment trusts (UITs)
  • Exchange-traded funds (ETFs)
  • Real estate investment trusts (REITs)
  • Variable contracts (insurance products whose funds are invested in securities)
  • Municipal securities
  • Municipal fund securities, such as 529 plans
  • Options
  • Government securities
  • Direct participation programs (DPPs)
  • Venture capital
  • Hedge funds

This long list of products means that a Series 7 registered rep may perform the functions of an Investment Company and Variable Contracts Representative (Series 6), Direct Participation Programs Representative (Series 22), or Private Securities Offerings Representative (Series 82).

Besides sales, General Securities Representatives may also perform certain activities closely related to sales. They may:

  • recommend investments after performing a suitability analysis for the customer
  • accept unsolicited orders
  • open customer accounts, subject to approval by a principal

What is a Series 7 representative not permitted to do?

Though a General Securities Representative may solicit purchases of IPO shares, he may not work on underwriting or structuring an IPO, or any other securities offerings. This means that he is not permitted to advise an issuer on an offering. This work requires registration as an Investment Banking Representative (Series 79).  Likewise, working on municipal underwriting requires registration as a Municipal Securities Representative (Series 52).

A Series 7 representative is also not qualified to perform the back-office functions of an Operations Professional (Series 99). Among these functions are maintaining possession or control of the firm’s securities, calculating margin for margin accounts, and sending trade confirmations and account statements.

Of course, every registered representative must also pass the FINRA Securities Industry Essentials (SIE) exam. The SIE doesn’t qualify you to do anything, instead it is a foundational exam that focuses on industry terminology, securities products, the structure and function of the markets, regulatory agencies and their functions, and regulated and prohibited practices. Unlike other FINRA securities exams, you do not need to be employed or sponsored by a broker-dealer in order to take the SIE. The only requirement is that you be 18 years old.

If you are considering taking the Series 7 exam, Solomon Exam Prep is here to help you. Solomon provides an extensive array of study material, together with resources such as study schedules, the Ask The Professor function, and important exam information. You can view our Series 7 offerings here.

 

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What Are QIBs and Accredited Investors? What’s the Difference?

If you’re studying for securities licensing exams, such as the SIE or the Series 7, then you should understand the terms “accredited investor” and “QIB.” Continue reading

If you’ve been studying for the Series 7, 6, 14, 22, 24, 65, 79, or 82, or the Securities Industry Essentials (SIE), then you’ve had to learn about Regulation D private placements and Rule 144A sales. Regulation D private placements are securities offerings that are exempt from the normal SEC registration process and in many cases are sold only to “accredited investors” or limit the involvement of investors who are not accredited. Rule 144A sales are sales of unregistered securities to large institutional investors known as “qualified institutional buyers” or QIBs for short. 
 
You may have wondered about the difference between accredited investors and QIBs. On the surface, these may seem similar. Each refers to a category of investor with resources and/or knowledge above and beyond the average retail investor. So why not just have one standard for buyers under both Rule 144A and Regulation D? After all, the purpose of both Regulation D and Rule 144A is the same: to allow wealthier and more sophisticated investors easier access to investments that may be too risky for the average investor.  
 
To begin to answer this question, we have to start with the fact that wealth and sophistication fall on a spectrum. Investors aren’t neatly divided between small retail investors and huge financial institutions that move millions around without blinking an eye. 

Accredited Investors

You could think of accredited investors as a middle ground between these two extremes. Accredited investors are investors whose financial status or investment knowledge may give them a greater ability to handle the risks inherent in a private placement. There are many ways to qualify as an accredited investor but they all have one thing in common, which is that the SEC believes they indicate an ability to take on risks that regulators believe are unsuitable for most retail investors.

Accredited investors are investors whose financial status or investment knowledge may give them a greater ability to handle the risks inherent in a private placement.

All of the following are considered accredited investors:
  • Banks, broker-dealers, investment advisers, insurance companies, and investment companies
  • Corporations, trusts, partnerships, and LLCs with more than $5 million in assets
  • Most employee benefit plans with more than $5 million in assets
  • The issuer’s directors, executive officers, and general partners
  • If the issuer is a privately owned fund, (such as a hedge fund), a knowledgeable employee of the fund, which means an employee with at least 12 months’ experience working on the fund’s investment activities
  • Individuals with income of $200,000 in each of the last two years, or $300,000 in combination with a spouse or spousal equivalent such as a domestic partner
  • Individuals with a net worth more than $1 million, alone or with a spouse or spousal equivalent, not including primary residence
  • Individuals who hold any of these three designations in good standing:
    • Licensed General Securities Representative (Series 7)
    • Licensed Investment Adviser Representative (Series 65)
    • Licensed Private Securities Offerings Representative (Series 82)
  • Any firm where all owners are accredited investors (e.g., venture capital firms)
  • Any other entity with more than $5 million in investments that was not formed specifically to qualify as an accredited investor; the purpose of this category is to include entities that don’t neatly fit into any of the above categories, such as:
    • Native American tribes
    • Labor unions
    • Government bodies, including those of foreign governments
    • Investment funds created by government bodies
    • New types of business entities that may be introduced by new laws

An accredited investor that is not an individual—such as a business, governmental, or nonprofit entity—is sometimes called an institutional accredited investor (IAI).

Qualified Institutional Buyers

QIBs are a narrower group of large institutional investors. A QIB is a large institutional investor that owns at least $100 million worth of securities, not counting securities issued by its affiliates. For registered broker-dealers, the threshold is lower, just $10 million. A bank must also have a net worth of at least $25 million in order to be considered a QIB. 
 
If a firm has discretionary authority to invest securities owned by a QIB, those securities count toward whether the firm itself is considered a QIB. So if a broker-dealer has $9 million worth of securities in its own accounts, and holds $1 million worth of securities in a discretionary account belonging to a QIB, then the broker-dealer is itself a QIB.  

Common examples of QIBs include broker-dealers, insurance companies, investment companies, pension plans, and banks. However, any corporation, partnership, or LLC could qualify as a QIB. So can an IAI that owns at least $100 million in securities. Individuals can never be QIBs, regardless of their assets or financial sophistication.

Individuals can never be QIBs, regardless of their assets or financial sophistication.

Rule 144A allows QIBs to buy unregistered securities at any time, and freely trade these shares to other QIBs. In effect, QIBs can trade unregistered shares among themselves with almost the same ease as trading registered shares. Selling unregistered securities to anyone other than a QIB commonly requires a the seller to hold the securities for a period of up to 12 months. 

A QIB will virtually always meet the criteria to be an accredited investor, whereas an accredited investor may fall well short of QIB status.

Over time, other securities laws and regulations have made use of these two well-known categories. For example, in 2019 the SEC gave issuers more flexibility to test the waters with potential investors before deciding whether to go through with a public offering. When deciding which investors were sophisticated enough to receive test-the-waters communications, the SEC limited these communications to QIBs and institutional accredited investors. Additionally, references to institutional accredited investors have become more common, such as when the SEC revamped its rules around integration of offerings in March 2021.  
 
Know your QIBs from your accredited investors and be ready to pass your securities exam with Solomon Exam Prep.


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Curious about the Solomon Learning System? Watch the video overview!

Watch the latest Solomon Exam Prep video for a complete look at the Solomon learning system and what it offers students and firms. Continue reading

Solomon Exam Prep has helped thousands of financial professionals pass their FINRA, NASAA, MSRB, and NFA licensing exams. Watch the video for a complete look at the Solomon learning system and what it offers students and firms.

To explore Solomon Exam Prep study materials for 21 different 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, visit the Solomon website.

January 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 SIE, Series 6, 7, 22, 24, and 82 exams.

Question:

Which of the following people would be considered a specified adult?

Answer Choices:

A. A 16 year old with autism

B. A 30 year old

C. A 60 year old with a heart condition

D. An 18 year old in a coma

Correct Answer: D

Explanation: A specified adult is a natural person age 65 and older or a natural person age 18 and older who the member firm reasonably believes has a mental or physical impairment that renders the individual unable to protect his or her own interests.

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.

If you have ADHD and you are studying for the SIE exam or the Series 7 or the Series 65 … Solomon Exam Prep can help

It’s no small feat to study for and pass a securities licensing exam, especially if you have ADHD. With that in mind, Solomon has compiled a list of skill-based strategies to support ADHD learners through the process of studying for their securities licensing exams. Continue reading

Studying for a knowledge test, like a securities licensing exam, requires significant effort over time. Solomon offers some helpful tips for studying and passing your securities licensing exam(s).

Study Strategies for People with ADHD

It’s no small feat to study for and pass a securities licensing exam, especially if you have ADHD. Two areas that can be especially challenging for people with ADHD are time management skills and study skills. Time management can be difficult because it requires a person to prioritize tasks, organize their day, and plan for short- and long-term goals, all of which are potential stumbling blocks for those with ADHD. And when it comes to studying, people with ADHD often have trouble concentrating and haven’t acquired effective study habits.

However, studies suggest that people can learn specific behaviors and strategies that help them work around ADHD symptoms and succeed in their studies. With that in mind, Solomon has compiled a list of skill-based strategies to support ADHD learners through the process of studying for their securities licensing exams.

Time Management

If you’re planning to study for a securities licensing exam, such as the Securities Industry Essentials exam or the Series 7 or the Series 65, managing your time effectively is crucial. Depending on the exam, Solomon Exam Prep recommends studying for between 30 to 100 hours over the course of ten days to several weeks. It’s a daunting prospect for anyone. How can someone with ADHD get better at managing his or her time?

Use schedules and planners to stay on track. Whether you use a paper or digital planner, the following tips will help you use it to your advantage:

  • Refer to the Solomon Exam Prep study schedules located in the resources folder of your online Solomon account to help create an effective study plan.
  • Fill in your planner with study targets for each week and smaller goals for each day. People with ADHD often get overwhelmed when confronted with a large task, so breaking the task up into smaller pieces will make it more approachable.
  • Be realistic about how long things take for you and build in some breathing room for when things takes longer than expected. Also build in time for frequent short study breaks.
  • Begin the day by checking your planner to see which activities you need to do. Try to complete each day’s to-do list, but don’t panic if you don’t finish everything – you built in extra time, remember?

Build structure into your day with consistent routines and rituals.

  • Figure out your best time for study. Are you more alert in the morning, afternoon, or evening? Try to study at your optimal time as much as possible.
  • Use alarm clocks, timers, and alerts to help you structure your time, build routine, and remind yourself of important tasks. This article has some great tips on how to use your smartphone to stay organized.
  • Give yourself small rewards as you study and complete tasks. This article recommends people with ADHD improve their focus by routinely rewarding themselves for achieving small goals. A reward can be as simple as taking a 10–15 minute break to have a snack or take a walk around the block, which also helps prevent fatigue and loss of concentration.
Study Skills

Studying for a securities licensing exam can make you feel like you’ve landed back in high school or college, when you were forced to study and retain large amounts of information with the end goal of passing a test. If you were a successful student, the strategies that worked for you then will probably work for you now. But individuals without prior academic success, and those with ADHD, can increase the effectiveness of their study time by applying the strategies that follow.

Make note-taking a core aspect of your studying. Studies suggest that becoming a better note-taker can increase concentration and help learners make better use of their time by learning actively rather than passively. Here are some specific ways to boost your studying with note-taking:

  • If you have a hardcopy of your Solomon Exam Prep Study Guide, then highlight, underline, and write notes and questions in the margins as you read. If you are reading your Study Guide online or listening to your Audiobook, take notes on paper using a note-taking system that works for you, such as the Cornell, outlining, or mapping method, all described here.
  • Use color-coding to organize your notes. Invest in colored pens, highlighters, and sticky notes and use them strategically.
  • Return to your notes frequently: review them several times; rewrite them; read them aloud; create possible test questions from them.

Do A LOT of self-testing. Studies have found that incorporating more self-testing, or retrieval practice, into a study routine can significantly improve retention of material, especially for people with ADHD. The Solomon Exam Prep study system has two features specifically designed for self-testing:

  • Solomon Exam Prep Online Exam Simulator: with a large question bank and tools that help you identify areas that require more study, the Solomon Exam Simulator is the perfect way to incorporate self-testing into your study time.
  • Solomon Exam Prep Digital Flashcards: interactive true/false and definitions flashcards that can be organized by chapter and customized to target the terms and concepts you need to study more.

Teach the content to someone else. To be well-prepared for a securities licensing exam, candidates must truly understand the content. What better way to check your understanding than to teach the content to another person? Becoming the teacher to a friend or family member is a highly effective learning technique. This list of study tips for learners with ADHD includes talking about the concepts aloud to yourself or others. Even if you don’t have a study buddy or captive family member to lecture to, imagine that you’re teaching a course on the material and write up a lesson plan. Deliver your lesson to an empty room if need be, but the act of trying to explain the material out loud is a great way to confirm which areas you have a strong command of and which you need to study further.

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!