第 1 章，共 4 章40% 占考试比重
State Securities Laws & Regulations
The regulatory framework of the Uniform Securities Act, the Investment Advisers Act of 1940, and NASAA model rules: registration of broker-dealers, agents, investment advisers, and IARs; exempt securities versus exempt transactions; administrator powers; and the ethical and fiduciary obligations owed to clients.
Registration of BDs, Agents, IAs, and IARs
An agent is an individual who represents a broker-dealer or issuer in effecting securities transactions; clerical and purely ministerial employees are generally excluded.
Broker-dealers with no place of business in a state may be exempt from state registration when dealing exclusively with institutional clients, other broker-dealers, or issuers.
Assets under management determine whether an adviser registers with the SEC (federal covered) or with the states, with $100 million as a key dividing line and buffer rules near the threshold.
A federal covered adviser registers with the SEC but remains subject to state antifraud authority and may owe state notice filings and fees.
Methods of Securities Registration
Registration by coordination files a federal statement under the Securities Act of 1933 simultaneously with the state, timing state effectiveness to the SEC.
Registration by qualification is the most burdensome method, used when there is no federal registration, and effectiveness is set by the Administrator.
Federal covered securities require only a state notice filing and fee rather than full state registration.
Registration never means the Administrator approved the merits of an offering or guaranteed its value.
Exempt Securities vs. Exempt Transactions
Exempt securities are exempt because of the issuer, including U.S. government and municipal bonds and securities issued by banks.
Exempt transactions depend on the manner of sale, such as isolated non-issuer transactions and certain private placements and institutional sales.
A fixed whole life insurance policy or fixed annuity is generally excluded from the definition of a security; variable products are securities.
Antifraud provisions apply to all transactions, including those involving exempt securities and exempt transactions.
Administrator Powers and Civil Liability
The Administrator may deny, suspend, or revoke registration for statutory causes such as a securities-related felony conviction within the past ten years, subject to notice and hearing.
The Administrator may issue cease and desist orders with or without a prior hearing to prevent violations and may investigate and subpoena within its jurisdictional reach.
Jurisdiction extends to offers or sales that originate in, are directed into, or are accepted within the state.
A defrauded purchaser may generally recover the consideration paid plus interest, costs, and attorney fees, less income received, subject to the statute of limitations.
Ethical Practices & Fiduciary Obligations
Investment advisers are fiduciaries owing ongoing duties of loyalty and care, must place client interests first, and must disclose all material conflicts of interest.
Prohibited practices include churning, selling away, guaranteeing customers against loss, misrepresenting the effect of registration, and unauthorized use of discretion.
The Form ADV Part 2 brochure must be delivered at or before entering the advisory contract, and advisory contracts may not be assigned without client consent.
Custody of client assets requires a qualified custodian and delivery of account statements; borrowing from non-institution clients and commingling assets are unethical.
Performance-based fees are generally limited to qualified clients meeting net worth or assets-under-management thresholds.
测试你的知识
练习 State Securities Laws & Regulations 的相关题目
Last updated: July 2026