Exempt Transactions under the Securities Act of 1933
1. Private placements (Reg. D Offerings)
2. An investment manager for an insurance company negotiating with a financial executive of a publically held corporation to buy a note that matures in four years
3. Broker transactions that are unsolicited
Exempt Securities under the Securities Act of 1933
1. U.S. Treasuries and federal agency issues, 2. Municipal securities, 3. Non-profit issues, 4. Regulation D Offerings, 5. Intrastate Offerings, 6. Regulation A Offerings, 7. Commercial paper, 8. Promissory notes, 9. Small Business Investment Companies, 10. Banks and Savings and Loans, 11. Motor Carriers.
Exclusions & Exemptions under the Investment Advisors Act of 1940
Exemptions From Registration for IAs under the Investment Advisors Act of 1940
1. all the clients of the IA live in the same state as the location of the IA's principal office and the IA doesn't provide advice about listed securities. 2. the IA's clients are ONLY Insurance companies. 3. the IA has fewer than 15 clients.
Exclusions from the Definition of IA under the Investment Advisors Act of 1940
1. Banks and bank holding companies. 2. LATE professions when incidental. 3. BDs and their Agents if the advice is incidental. 4. Publishers of publications giving general advice. 5. Any person whose advice or services is related ONLY to US Gov't securities.
Definitions
Exclusions from the Definition of "Agent of an Issuer" under the Uniform Securities Act
Agents representing issuers in effecting:
1. Exempt transactions
2. SOME exempt securities (US Gov't, Muni, Canadian Gov't, banks, Promissory Notes)
3. Transactions in certain covered securities
4. Transactions with investing employees, if no commission is paid
Exclusions to the Definition of IAR under the Uniform Securities Act
1. Perform clerical or ministerial services or
2. Sell fixed annuities, not securities.
USA Exclusions from the Definition of Investment Advisor (IA)
1. IARs - Representatives of IA Firms, 2. Banks, savings institutions, trust companies, and investment companies, 3. LATE professions, if the advice is incidental to their practice, 4. B/Ds and their Agents, if the advice is incidental to the practice, 5. Publishers of any news or business publication who give general advice, 6. Federal Covered Advisors, 7. Employee Benefit Plans.
Exclusions From the Definition of an "Agent of a Broker-Dealer" under the Uniform Securities Act
1. Represents a B/D in one state and is servicing an existing client who is temporarily in another state (30 days) or has just moved into another state. 2. Partners, Officers, or Directors of the BD who do not serve in the capacity or supervise agents.
Exclusions from the Definition of a "Broker -Dealer" under the Uniform Securities Act
1. Agents
2. Issuers
3. Banks, savings institutions, and trust companies
4. NO place of business, and only clients are institutions
5. NO Place of business, and whose existing customer is living in another state, but deals with the B/D in its state
USA Exclusions from the List of Federal Covered Securities
1. Securities issued by non-profit organizations
2. Municipal bonds issued intra-state only
3. Other intra-state offerings
4. Securities issued with a guarantee
Exclusions from the Definition of Investment Advisor (IA) under the Uniform Securities Act
An IA firm is not required to register under the Uniform Securities Act if the IA has NO place of business in the State and: 1. their only clients are Institutions, 2. during any 12 month period, the IA does not direct communications to and has no more than 5 retail clients in the state. Note that if the firm has a place of business in the State, registration would be required.
MISC
Federal Covered Securities that are Exempt from Registration under the USA and the Securities Act of 1933
1. US Government Securities, 2. Interstate Municipal Bond Offerings, 3. Securities that are unregistered and issued as a Private Placement. These securities would be considered "Federal Covered" since exempted by Federal Law, and would also be considered "Exempt".
Exemptions from Registration of Federal Covered Investment Advisors under the Uniform Securities Act
1. gives advice ONLY on US. Gov't securities, 2. are banks, 3. are publisher of general advice, 4. are providing advice incidental to the LATE professions (Lawyers, Accountants, Teachers, and Engineers).
Exempt Securities under the Uniform Securities Act
1. U.S. Treasury or federal agency issues, 2. Municipal securities, 3. Securities issued/guaranteed by the country of Canada or its provinces, 4. Bank, Savings and Loan, or Trust company securities, 5. Credit Unions, 6. Insurance company securities, 7. Securities listed on a registered exchange, 8. Promissory notes, 9. Public Utility or Common Carrier, 10. Investment Contracts, 11. Non-Profits.
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