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.

November 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 for the SIE and Series 7, 14, 24, 26, 27, 28, 51, 53, 65, 66, and 99 exams.

Question:

Which situation would a CTR need to be filed?

Answer Choices:

A. When a customer regularly, but on different days, deposits $9,900 into their account in cash.

B. When a person deposits checks for $11,000 every week.

C. A customer withdraws $10,500 from their account in cash.

D. A customer makes a $20,000 Venmo transaction.

September Study Question of the Month

Answer this month’s study question for a chance to win! Continue reading

This question comes from the Solomon Exam Prep Online Exam Simulator question database for Series 65 & 66:
 
Under modern portfolio theory, which of the following is the most efficient set?
 
A. Expected return 9%,  Standard deviation 8
B. Expected return 9%,  Standard deviation 9
C. Expected return 11%, Standard deviation 8
D. Expected return 11%, Standard deviation 9
 

Correct Answer: C. Expected return 11%, Standard deviation 8

Rationale: According to modern portfolio theory (MPT), the investment opportunity set consists of all available risk-return combinations. Standard deviation is the measure of volatility used in MPT. Assuming a normal distribution of returns, 68% of all returns will fall within one standard deviation of the mean return and 95% of all returns will fall within two standard deviations of the mean return. An efficient portfolio is a portfolio that has the highest possible expected return for a given standard deviation.  In this question, the highest expected return with the lowest standard deviation is 11% and 8.

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.

Pandemic Study Tip: Practice With a Mask

Since Prometric test centers now require test-takers to wear a mask when taking a securities exam Continue reading

Since Prometric test centers now require test-takers to wear a mask when taking a securities exam, Solomon Exam Prep recommends that individuals studying for a securities licensing exam — such as the SIE, the Series 7 or the Series 65 — take at least one practice exam at home wearing a mask. Solomon Exam Prep’s Exam Simulator offers quizzes and timed and untimed practice exams. Wearing a mask while using the Solomon Exam Simulator will better simulate the pandemic test center experience and help you prepare for your exam.

Solomon Exam Prep, a leader in FINRA, MSRB, NASAA and NFA securities licensing exams, 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.

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:

**

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.

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

April Study Question of the Month

Submit your answer to info@solomonexamprep.com to be entered to win a $20 Starbucks gift card. Continue reading

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

Question

 

 

 

 

 

 

When inherited, the basis of a depreciated asset is?
 
A. Stepped up
B. Stepped down
C. Carried over
D. Carried under
 
Answer: B. Typically, when an asset is inherited, the value of the asset has increased since it was purchased and the heir gets to “step up” (raise) the basis of the inherited property to the fair market value at the date of death. So, for example, if Grandpa bought shares of XYZ  for $1,000 in the previous century, and the shares are worth $1 million on the date of Grandpa’s death, the basis for tax purposes is stepped up to $1 million to the lucky recipient. This means that capital gain escapes any federal taxation. 
The basis “step-up” rule can become a “step-down” rule as well. So if an asset’s value has declined and someone inherits the asset, for the sake of taxes, the basis of the asset is stepped down (lowered) to the fair market value on the date of the owner’s death. This loss of basis can be avoided by the owner selling any depreciated property before death, so he or she can reap the tax losses.

July Study Question of the Month

Submit your answer to info@solomonexamprep.com to be entered to win a $10 Starbucks gift card. Continue reading

Submit your answer to info@solomonexamprep.com to be entered to win a $10 Starbucks gift card.

Question

Relevant to the Series 6Series 7Series 62Series 65,  Series 66,  Series 82, and Series 99.

 

 

 

 

 

Bob owns convertible preferred stock in BigCo. Which of the following is a taxable event for Bob?
 
A. He converts it into common stock
B. Due to a corporate restructuring, he receives additional shares
C. He receives a cash dividend that is less than the amount that the share price declined last quarter

D. Due to a corporate merger, his shares are exchanged for shares in LargerCo

Answer: C. Receiving a dividend (even a qualified dividend) is a taxable event. When a company merges with another company, it may give its shareholders stock in a new company in exchange for the stock they currently hold. This is usually not a taxable event, meaning the shareholder does not have to pay taxes on the new shares at the time of the exchange. Moreover, if the company gives shares of common or preferred stock to shareholders because of a corporate restructuring or bankruptcy, this is also not a taxable event. Additionally, the conversion of convertible preferred stock (or bonds) to common stock is not a taxable event.

March Study Question of the Month

Submit your answer to info@solomonexamprep.com to be entered to win a $10 Starbucks gift card. Continue reading

Submit your answer to info@solomonexamprep.com to be entered to win a $10 Starbucks gift card.

Question

Relevant to the Series 65 and Series 66.

 

 

 

 

 

Tammy analyzes the history of trading volume on the stock of company XYZ. She believes she finds a pattern which will predict an increase in the stock price of XYZ. Tammy plans to make trades using her strategy to make a profit. Tammy:

A. believes in the strong form of the efficient market hypothesis

B. believes in the weak form of the efficient market hypothesis

C. believes in the semistrong form of the efficient market hypothesis

D. does not believe in any form of the efficient market hypothesis

Answer: D. By thinking she can profit on information she discovered by examining the historical trading volume of XYZ stock, Tammy does not believe in any form of the efficient market hypothesis (EMH), which in general asserts that all available information is already reflected in a stock’s price. The weak form of the EMH asserts that a stock’s price already reflects all information that can be derived from market trading data, such as historical trading volume. The semistrong form asserts that all market trading data and all other publicly available information on the company, such as earnings reports, is reflected in a stock’s price. The strong form asserts all historical data and all company information – both publicly available and privately known only to insiders- is reflected in a stock’s price.