Term
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Definition
| The official or agency administering the state Uniform Securities Act |
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Term
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Definition
| Any material designed for use in any public medium to solicit business. |
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Definition
| An individual who represents a broker-dealer or an issuer when selling or trying to sell securities to the investing public |
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Definition
| Any employee, manager, director, officer, or partner of a member broker-dealer or another entity (issuer, bank, etc.) or any person controlling, controlled by, or in common control with that member |
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Term
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Definition
| any person engaged in the business of effecting transactions in securities for the account of others or for his or her own account |
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Term
| CONSENT TO SERVICE OF PROCESS |
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Definition
| When applying for registration in a state, agents, brokers, dealers, and investment advisers must agree to respond to all subpoenas served on them in that state even if they do not reside there |
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Term
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Definition
| A security exempt from the state registration and advertising filing requirements |
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Term
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Definition
| A transaction exempt from registration and advertising requirements under the Uniform Securities Act |
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Term
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Definition
| An investment adviser that is regulated by the Securities Exchange Commission (SEC) under the Investment Adviser’s Act of 1940 rather than the state. are generally those who manage investment company (mutual fund) portfolios or those who have $100 million or more in assets under management. |
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Term
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Definition
| Federal covered securities are exempt from state registration and advertising filing requirements. They include new securities issued by companies whose securities already trade on a national securities exchange or on the NASDAQ National Market System and any security senior or equal to such securities. |
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Term
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Definition
| indemnifies customers against losses due to check forgery, lost securities, or fraudulent trading may be required of every agent, broker, dealer, and investment adviser at the discretion of the Administrator. The minimum coverage must not be less than $35.000. Broker-dealers with a net capital of $35,000 or more may be exempt from the requirement. Appropriate deposits of cash or securities are acceptable by the Administrator in lieu of a bond |
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Term
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Definition
| Securities that have a guarantee, usually from a source other than the issuer, as to the payment of principal, interest, or dividends. |
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Term
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Definition
| An organization that trades large volumes of securities. A mutual fund, bank, or pension fund are examples of institutional investors. |
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Term
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Definition
| Any person who, for compensation (a flat fee or a percentage of assets managed), offers investment advice either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities; or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities. |
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Term
| INVESTMENT ADVISER REPRESENTATIVE |
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Definition
Any partner, officer, director, or other individual employed by or associated with an investment adviser who:
• Gives investment advice or makes recommendations
• Manages client accounts or portfolios
• Determines which investment recommendations or advice should be given
• Offers or sells investment advisory services
• Supervises employees involved in any of these activities |
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Term
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Definition
| According to the Uniform Securities Act, any person who issues or proposes to issue any security |
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Term
| NATIONAL SECURITIES MARKETS IMPROVEMENT ACT (NSMIA) |
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Definition
| A federal law designed to restructure the division of responsibilities between federal regulators and state securities administrators especially in the areas of mutual fund regulation and the registration of investment advisers |
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Term
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Definition
| Liquid capital (cash and assets readily convertible into cash) maintained by a broker-dealer and investment adviser as required by law for customer protection. |
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Term
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Definition
| An “offer” includes every solicitation to sell a security for value and every solicitation of an offer to buy a security for value. A “sale” is the act of conveying ownership of a security for money or other value. |
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Term
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Definition
| very broadly defined to include an individual, a corporation, a partnership, an estate, an association, a fund, a joint stock company, an unincorporated organization, a trust in which the interests of the beneficiaries are evidenced by a security, a government, or a political sub-division of a government. |
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Term
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Definition
| any state, territory, or possession of the United States (such as Guam and America Samoa), the District of Columbia, and Puerto Rico. |
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Term
| STATE SECURITIES REGISTRATION BY COORDINATION |
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Definition
| registration in a state if the issuer files for registration of that security under the Securities Act of 1933 and files duplicates of the registration documents with the state administrator. The state registration becomes effective at the same time the federal registration statement becomes effective. |
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Term
| STATE SECURITIES REGISTRATION BY NOTICE FILING |
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Definition
Although the Uniform Securities Act gives the Administrator the authority to require issuers of federal covered securities to make a notice filing, the National Securities Markets Improvement Act designated certain securities as ‘federal covered’ and effectively removed them from the jurisdiction of state
regulators |
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Term
| STATE SECURITIES REGISTRATION BY QUALIFICATION |
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Definition
A security is eligible for blue sky registration by qualification in a state if the issuer files complete registration documents for that security with the state administrator, meets minimum net worth, disclosure and other requirements, and files appropriate registration fees. The state registration becomes effective when the Administrator so orders. A newly formed company registering securities for the first time in a
state would have to register its securities by qualification. |
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Term
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Definition
| The federal law that requires the full and fair disclosure of all material information about the issuance of new securities in the primary market. The Act requires issuers to file a registration statement with the SEC and to give prospective purchasers a prospectus. |
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Term
| SECURITIES AND EXCHANGE COMMISSION (SEC) |
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Definition
| A federal agency created by Congress to protect investors |
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Term
| SECURITIES EXCHANGE ACT OF 1934 |
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Definition
| The federal law that regulates those engaged in the exchange of securities in the secondary market including brokers, dealers, registered representatives (agents), and the various stock exchanges. |
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Term
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Definition
| Broadly defined under the USA to include any note, stock, bond, investment contract, debenture, certificate of interest in profit sharing or partnership agreement, certificate of deposit, collateral trust certificate, voting trust certificate, pre-organization certificate, option on a security, or other instrument of investment |
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