S63 - Chapter 1
A broker-dealer with no place of business in the state would not be required to register if their only clients were A) banks and insurance companies B) limited to a maximum of 5 individuals over any 12-month period C) persons acting in a fiduciary capacity D) accredited investors
A) banks and insurance companies A broker-dealer with no place of business in a state is not deemed to be a broker-dealer in that state if its only customers are institutions like banks, insurance companies, investment companies employee benefit plans with assets of at least $1 million, or other broker-dealers. There is no de minimis rule for broker-dealers as there is for investment advisers.
Which of the following persons are NOT excluded from the definition of, or exempt from registration as, a broker-dealer under the Uniform Securities Act? A) A broker-dealer with no office in the state that effects securities trades exclusively with trust companies or other broker-dealers B) A trust company with an office in the state that deals with the general public C) A broker-dealer with no office in the state that has no more than 5 retail clients resident in the state within a 12 month period D) A broker-dealer with no office in the state that effects trades exclusively with other broker-dealers in the state
C) A broker-dealer with no office in the state that has no more than 5 retail clients resident in the state within a 12 month period. Even without a place of business in a state, once a broker-dealer has even a single retail client residing in that state, registration is required. Unlike investment advisers, there is no de minimis exemption for broker-dealers.
A broker-dealer suddenly incurs a liability that materially affects its net capital. Which of the following statements under the Uniform Securities Act is TRUE? A) The broker-dealer need not file an amendment to its registration if it is scheduled for an examination by the Administrator. B) The broker-dealer is not required to file an amendment to its registration with the Administrator. C) The broker-dealer must promptly notify the Administrator. D) The broker-dealer need only be sure that the next scheduled filing with the Administrator reflects the change.
C) The broker-dealer must promptly notify the Administrator. Prompt notification is required when a broker-dealer faces a potential financial impairment.
Foster Advisers, based in New Jersey, manages $135 million in funds for New Jersey-based clients. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which of the following statements best describes the registration requirement for Foster Advisers? A) Foster Advisers is required to register as an adviser with the SEC and has no requirement to notify the Administrator of the New Jersey Department of Securities. B) Foster Advisers is required to register with both the SEC and the Administrator of the New Jersey Department of Securities. C) Foster Advisers is required to register with the Administrator of the New Jersey Department of Securities. D) Foster Advisers is required to register as an adviser with the SEC and notify the Administrator of the New Jersey Department of Securities of its operation.
D) Foster Advisers is required to register as an adviser with the SEC and notify the Administrator of the New Jersey Department of Securities of its operation. With $135 million under management, Foster Advisers must register with the SEC. Foster Advisers is subject to the additional requirement of notifying the administrators of the securities departments of states in which it maintains offices or clients of its operations. At the state level, a notification fee (but not registration) is generally required. One aim of the NSMIA was to eliminate dual registration of investment advisers with the states and the SEC. Investment advisers are not required to register at both state and federal levels. Reference: 1.5.2.3 in the License Exam Manual
An investment adviser is registered in New Jersey and has offices in Georgia and Arkansas. One of their IARs lives in Georgia and in addition to his local clients, has one client who lives in Arkansas. The IAR would be required to register in A) Georgia and Arkansas B) Georgia, Arkansas and New Jersey C) Georgia and New Jersey D) Georgia
D) Georgia There is no need to register in New Jersey because the IAR has no clients there.
Which of the following statements regarding an agent's registration is CORRECT? A) Registration of a broker-dealer in a specific state automatically registers all of the firm's agents in that state as well. B) If the broker-dealer with which that agent is registered should have its registration revoked, the agent's license will be held by the Administrator and the agent will be required to register with an active broker-dealer within 30 days. C) If the broker-dealer with which that agent is registered should have its registration revoked, the agent may continue to do business only with existing clients and may not acquire any new ones until registered with an active broker-dealer. D) Revocation of the registration of that agent's broker-dealer will result in cancellation of that agent's effective registration.
D) Revocation of the registration of that agent's broker-dealer will result in cancellation of that agent's effective registration.
Which of the following are not specifically excluded from the definition of an investment adviser under the Uniform Securities Act? I. An investment adviser representative of an advisory firm who makes securities recommendations on a regular basis for compensation II. A temporary employee hired to assist in administrative responsibilities of an advisory firm III. Any person who is a federal covered investment adviser IV. A person who, on a regular basis for compensation, offers specific investment advice to clients as to the value of securities
IV. A person who, on a regular basis for compensation, offers specific investment advice to clients as to the value of securities
In response to an evolving marketplace, the SEC, through Release IA-1092, expanded the coverage of the definition of investment adviser to include A) financial planners and pension consultants B) broker-dealers offering wrap fee programs and financial planners C) broker-dealers offering wrap fee programs and life insurance agents D) life insurance agents and pension consultants
A) financial planners and pension consultants SEC Release IA-1092 added financial planners, pension consultants, and sports and entertainment representatives to the list of potential IAs. (The Release did not address wrap fee programs because the exclusion for broker-dealers is part of the Investment Advisers Act of 1940)
The sole proprietor of a retirement planning business that exclusively provides advice on fixed income annuity contracts A) need not register under any securities laws B) must register as a broker-dealer with the SEC C) must register as an investment adviser representative under the USA D) must register as an investment adviser under the Investment Advisers Act of 1940
A) need not register under any securities laws. The sole proprietor of this business need not register under the Uniform Securities Act or Investment Advisers Act. Advice is provided solely on fixed income annuities, which are insurance products, not securities. Regulations under the USA, as well as federal securities laws, only apply to securities.
Under all of the following circumstances, the USA requires investment advisers with no place of business in the state to register EXCEPT A) when an adviser only provides advice to registered investment companies B) when an adviser only provides investment advice to 401(k) plans with assets of $250,000 or more C) when an adviser has maintained assets of $100 million or more for 7 out of the last 10 years D) when an adviser with numerous retail clients in the state has not been subject to disciplinary action within any state within the last 10 years
A) when an adviser only provides advice to registered investment companies An adviser that only provides investment advice to investment companies registered under the Investment Company Act of 1940 is federal covered and does not have to register in a state, regardless of whether or not it has a place of business there.
Which of the following is an investment adviser? A) A retired mechanical engineer who offers investment advice in his areas of expertise to a small number of clients for a fee B) A lawyer with sophisticated investment experience who gratuitously offers his clients advice on the value of securities C) A columnist for a major news magazine who writes on the business and economic functions of banking institutions D) A bank that purchases securities on behalf of its custodial accounts
A. Even though an engineer is part of the acronym LATE, a retired or active mechanical engineer who offers investment advice to clients for a fee falls within the definition of investment adviser under the Uniform Securities Act. The LATE exclusion only applies to incidental advice given in the practice of a profession.
Which of the following statements are TRUE? I. An agent may never be simultaneously employed by multiple broker-dealers. II. An agent must submit separate registrations for each broker-dealer with which he is registered. III. Certain states prohibit agents from dual or multiple registration. IV. An agent who sells securities in several states must be registered with different broker-dealers in each state. A) II, III, and IV B) I only C) II and III D) IV only
II and III. An agent must submit separate registrations for each broker-dealer with which he is registered, and an agent may be prevented from multiple registration in those states that prohibit dual or multiple registrations.
Steven is registered as an agent with Maple Leaf Securities, a Canadian broker-dealer located in Toronto with no offices in the United States. One of Steven's clients has recently made a permanent move to Florida. Which of the following statements with respect to Steven is CORRECT? A) As long as the only dealings with this client are with a previously established Canadian tax qualified retirement plan, Steven only has to file an application and a consent to service of process. B) Steven and Maple Leaf Securities must register with both FINRA and the State of Florida. C) Steven 's current Canadian registration is sufficient to deal with a client who moves to another country. D) Under no circumstances is Steven permitted to have any dealings with this client once residence in Florida has been effective for more than 30 days.
A) As long as the only dealings with this client are with a previously established Canadian tax qualified retirement plan, Steven only has to file an application and a consent to service of process. Canadians have their equivalent of our IRA called an RRSP and, as long as the account is opened in Canada with a properly registered agent, that agent may continue to handle transactions in that account for clients who move out of the country.
Under the Uniform Securities Act, the term "nonissuer" refers to A) an agent B) a person other than the issuer C) a corporation D) an investment adviser
B) a person other than the issuer
A Canadian broker-dealer with no offices in this state has a Canadian client who is on a temporary work assignment in this state. To accept orders from this client, the broker-dealer must I. file an application for limited registration with the Administrator in the form required by the jurisdiction in which it has its head office II. file a consent to service of process III. provide the Administrator with evidence that it is currently in good standing as a broker-dealer in the jurisdiction from which it is effecting securities transactions IV. be a member of a recognized self-regulatory association or stock exchange in Canada
All of the above. For a Canadian broker-dealer with no offices in this state to do business with Canadian residents who are temporarily in this state, it must apply for a special limited registration. Filing involves all of the choices listed. In essence, Canadian broker-dealers and agents have a limited form of the snowbird exemption.
A state Administrator may require an applicant for registration to do which of the following? I) Furnish information about any SEC adjudications in the past II) Pay a registration fee III) Pass a qualification examination IV) Place an advertisement in one or more newspapers circulated in the state A) I, II, III and IV B) II, III and IV C) I and II D) II and III
All of the above. In general, the application for registration will request information about any disciplinary actions, such as an adjudication by the SEC at any time in the past, and require an applicant to pay a fee, pass an examination, or place an advertisement in a local newspaper before granting registration.
Broker-dealer A wants to promote and reward teamwork. The firm plans to pay out a small percentage of the firm's profits to the clerical staff as a bonus for their hard work. Under NASAA rules, is this permitted? A) No, this cannot be done. B) Yes, no registration is necessary. C) Yes, if the entire clerical staff is registered as agents for the firm. D) Yes, if all of the agents agree to it.
B) Yes, no registration is necessary. Bonuses based on a broker-dealer's profits may be payable to nonregistered clerical help as long as there is no direct relationship to any specific sales.
All of the following must register as an agent when representing a broker-dealer EXCEPT A) An individual selling shares of a trust company chartered in this state B) A partner in a broker-dealer who has no securities sales functions C) An employee who accepts solicited orders D) An individual who represents an underwriter only in transactions between an issuer and the underwriter
B) A partner in a broker-dealer who has no securities sales functions. A partner, (or any employee), of a broker-dealer with no securities sales functions (and that includes supervising sales), need not register as an agent.
Joan, who has a PhD in economics, has been employed as an agent by Gibraltar Securities for the past 15 years. Missing academic life, she resigns from the broker-dealer and accepts a position as an economics professor at a state university. Which, if any party, is required to notify the state securities Administrator of this change? A) No party, because Joan's termination is voluntary and not for cause B) Both Joan and the firm C) Only the securities firm D) Only Joan
B) Both Joan and the firm
Which of the following situations would require registration as an investment adviser? I) A broker-dealer provides investment research services to a customer and charges a fee for the service II) An agent of a broker-dealer recommends the purchase of ABC securities to a customer, who then purchases 100 shares, and the agent earns a commission III) An agent of a broker-dealer prepares a complete financial plan for a customer with a one-time charge of $950. The plan recommends specific securities transactions, which the customer orders. The agent earns commissions on the securities transactions IV) A broker-dealer charges its customers a fee for collecting dividends and account maintenance, in addition to commission charges for transactions executed A) I and II B) I and III C) I, II, III, and IV D) I, III, and IV
B) I and III. *Broker-dealers may charge for clerical services provided to customers, but clerical services are not considered investment advisory services.
Under the Uniform Securities Act, which of the following is excluded from the definition of investment adviser? I. A bank II. An investment adviser representative III. A lawyer giving suggestions to a client on where to invest the proceeds of a divorce settlement that he helped her obtain IV. An investment adviser with an office in the state whose only client is a closed-end investment company registered under the Investment Company Act of 1940 A) I, II, and III B) I, II, III, and IV C) II and IV D) II and III
B) I, II, III, and IV Banks, IARs, federal covered advisers, and lawyers are all specifically excluded from the definition of investment adviser. Any investment adviser under contract to manage a regulated investment company must register with the SEC and is, therefore, a federal covered adviser (regardless of where they have an office). Remember that the law makes a distinction between investment advisers and their representatives and that certain professions are excluded from the definition if the investment advice provided is solely incidental to the practice of that profession. Making suggestions as to how to invest proceeds from a legal settlement would certainly appear to be incidental to the practice of law. Banks are given a blanket exclusion.
When an application for registration as an agent is filed, the Administrator has the right to inquire about any of the following EXCEPT A) a drug-related felony conviction that occurred 7 years ago B) a drug-related misdemeanor conviction that occurred 8 years ago C) a conviction for a securities-related misdemeanor 6 years ago D) an adjudication by the SEC 5 years ago
B) a drug-related misdemeanor conviction that occurred 8 years ago. Non-securities- related misdemeanors are not reported.
An individual functioning as an investment adviser representative for a federal covered adviser, with no place of business in this state, would be required to register in this state if A) he only dealt with investment companies located in the state B) he conducts frequent public seminars in the state C) the investment adviser had a small office in the state D) he had a time-share in the state
B) he conducts frequent public seminars in the state One of the provisions dealing with federal covered investment advisers is that states have no registration jurisdiction over their investment adviser representatives unless the IAR has a place of business in the state. Under the Uniform Securities Act, conducting seminars open to the public in a state is considered to be having a place of business in the state.
Under the Uniform Securities Act, all of the following are specifically excluded from the definition of a broker-dealer EXCEPT A) issuers B) investment advisers C) banks D) agents
B) investment advisers investment advisers frequently also carry registration as a broker-dealer.
An individual wishing to register as an agent for a broker-dealer would be required to file an application for registration that would include all of the following EXCEPT A) citizenship information B) the applicant's fingerprints C) a consent to service of process D) the appropriate fees
B) the applicant's fingerprints. Unlike FINRA rules, the Uniform Securities Act does not require fingerprints for natural person applicants.
An individual who has applied for registration as an agent of a broker-dealer has just passed the Series 63 exam. This individual may begin soliciting brokerage clients A) immediately B) when informed by the broker-dealer that the agent's registration is effective C) when informed by the Administrator that the representative's registration is effective D) within 48 hours
B) when informed by the broker-dealer that the agent's registration is effective Notice is received by the broker-dealer from the appropriate state and/or federal authorities and then, in accordance with that firm's procedures, the firm determines when activity as an agent may start. The Administrator does not directly contact the individual.
Which of the following would have to register as an investment adviser under the Uniform Securities Act? A) An accountant who advises clients about investments as an incidental part of services B) An economics professor who occasionally gives a lecture to business groups about the stock market C) A petroleum engineer who frequently is a paid speaker at seminars dealing with investment opportunities in oil and gas exploration limited partnerships D) A trust company
C) A petroleum engineer who frequently is a paid speaker at seminars dealing with investment opportunities in oil and gas exploration limited partnerships. Although engineers are included in the list of professionals excluded from the definition of investment adviser, that is only the case when any advice they give is incidental to the practice of their profession. Acting as a paid speaker for an investment seminar "crosses the line".
Under the Uniform Securities Act, an individual representing an issuer in the sale of its securities to the general public is defined as an agent if the issuer is A) a trust company organized and supervised under the laws of any state B) any political subdivision of any Canadian province C) an insurance company authorized to do business in the state D) a foreign government with which the United States currently maintains diplomatic relations
C) an insurance company authorized to do business in the state an insurance company is not one of the exempt issuers qualifying for the exemption from agent's registration for those who selling the company's securities while representing the company
Under the Uniform Securities Act, requirements for registration may include which of the following?An announcement of the application for registration in one or more newspapers in the stateMinimum capital requirements for broker-dealers who do not have custody of client securities or fundsA surety bond for agents who have custody of client securities or funds A) I and III B) II and III C) I and II D) I, II, and III
C) I and II A published announcement may be required by the Administrator. The Administrator may also establish minimum capital requirements for broker-dealers, whether or not they maintain custody. However, the Administrator may require a bond only of persons who have custody or discretion. Agents may never have custody, only broker-dealers and investment advisers are permitted to do so.
Under the Uniform Securities Act, the term "agent" refers to individuals who act on behalf of a broker-dealer or issuer in effecting securities transactions. Which of the following individuals are NOT included in the definition of an agent?A lawyer acting on behalf of an issuer in preparing documents describing the issuance of nonexempt securitiesA lawyer acting on behalf of a broker-dealer who prepares documents describing the sales or purchase of securities to the general publicA partner or officer of a broker-dealer whose only securities activity is the purchase of shares of an issuer for his personal investment accountAn officer of an issuer who sells shares of the issuer's stock to employees without receiving any special compensation A) II and III B) II, III, and IV C) I, II, III, and IV D) I and II
C) I, II, III, and IV An agent is described in the Uniform Securities Act as an individual, other than a broker-dealer or issuer, who represents a broker-dealer or issuer in effecting transactions in securities. The lawyer is not engaged in effecting securities transactions on behalf of the issuer or broker-dealer. Therefore, the lawyer is not considered an agent subject to regulation by the Uniform Securities Act. A partner (or anyone else) of a securities firm making a personal investment does not make him an agent. An officer of an issuer not receiving any compensation for sales of the issuer's stock to employees is not an agent under the USA.
Traditionally, banks have been excluded from the definition of a broker-dealer. However, under recent federal legislation, a bank is included in the definition if it A) conducts personal trust activities B) refers customers to a clearly identified third-party brokerage house not under the control of the bank C) bought and sold securities on behalf of customers in a wholly owned brokerage subsidiary D) conducts securities custodial activities
C) bought and sold securities on behalf of customers in a wholly owned brokerage subsidiary Under financial modernization legislation (known as the Gramm-Leach-Bliley Act), banks can have wholly owned brokerage subsidiaries. In such cases, the bank would be a broker-dealer subject to registration. The bank is not a broker-dealer if it refers securities to unrelated third-party brokerage houses or limits its securities-related activities to trust and custodial activities.
A president of a bank sells shares of the bank to public investors. Under the Uniform Securities Act, he or she is A) underwriting the issue in the role of a broker-dealer B) an agent under the Uniform Securities Act C) not defined as an agent under the Uniform Securities Act D) an investment adviser
C) not defined as an agent under the Uniform Securities Act Any individual selling securities on behalf of an issuer of certain exempt securities (bank securities are in that list) is not an agent under the USA.
Under the Uniform Securities Act, the Administrator can require a federal covered investment adviser A) to maintain books and records for a period of time in excess of SEC requirements B) to maintain net worth in excess of that required by the SEC C) to file a copy of all of the documents submitted to the SEC D) file copies of the firm's advertisements
C) to file a copy of all of the documents submitted to the SEC. Federal covered investment advisers do not come under the jurisdiction of the state Administrator. The only requirement he may place on them is a Notice Filing which may include: Submitting copies of all documentation filed with the SEC; Paying a filing fee; and Providing a consent to service of process
Which of the following is (are) NOT exempt from registration as an investment adviser representative in the state in which they maintain a place of business? I. A certified financial planner who prepares financial plans and whose only compensation is commissions II. An insurance agent who prepares comprehensive financial plans and receives commissions on any insurance products purchased by his clients III. A broker-dealer with extensive business in the state IV. A mutual fund company with offices and clients in the state A) I, II, III, and IV B) III and IV C) I only D) I and II
D) I and II A certified financial planner who prepares financial plans for commissions must register in the state as an investment adviser representative because the commissions represent compensation for advice. An insurance agent who prepares comprehensive financial plans for commissions is also acting in the capacity of an investment adviser representative and must register accordingly. In both cases, these individuals are holding themselves out as offering investment advice because, at least in the eyes of the USA, there is no such thing as a comprehensive financial plan that does not involve securities. The commissions they receive are considered indirect compensation for the rendering of investment advice. Broker-dealers and mutual fund companies are not investment advisers under the Uniform Securities Act.
State laws provide for exclusions from the definition of investment adviser. Which of the following persons is specifically excluded under the Uniform Securities Act? A) Economists whose advice is strictly incidental to their professional activity B) Broker-dealers receiving special compensation C) A wholly owned subsidiary of a commercial bank that is in the business of offering investment advice D) Investment adviser representatives
D) Investment adviser representatives. The USA specifically excludes IARs from its definition of investment adviser. Excluded are banks but not subsidiaries offering investment advice. Once broker-dealers receive special compensation, such as in a wrap fee program, they lose their exclusion. Economists are not included in the list of exclusions.
An agent of a broker-dealer registered in Illinois terminates his employment to accept a new position with broker-dealer who is also registered in Illinois. If his previous employer fails to notify the state Administrator of the termination, the agent must A) notify his new employer that he has terminated his registration B) notify the Administrator only if he learns that his previous employer has failed to notify the Illinois securities Administrator C) not seek employment with another broker-dealer until his registration is renewed D) notify the Administrator in Illinois of his termination
D) notify the Administrator in Illinois of his termination
An individual with a place of business in State A manages client assets on behalf of a covered investment adviser. This individual wishes to expand his client base by working one day per week out of the firm's office in State B. Which of the following actions must the person take to practice within that particular state? A) Comply with the notice filing requirements of the state B) Become licensed as a broker-dealer C) Pass an oral or written examination D) Pay state registration fees if required by the Administrator
D) Pay state registration fees if required by the Administrator. Individuals with a place of business in a state, managing client assets while employed by federal covered investment advisers, must register as investment adviser representatives in that state (or any others in which they, the IAR, maintain a place of business). Registration will generally involve paying the registration fees. Because this individual is already registered in State A, it is not necessary to pass another exam to become registered in another state. It is the investment adviser who may be required to notice file with the Administrator.
According to the Uniform Securities Act, a person representing an issuer in the sale of which of the following securities would have to be registered as an agent? A) Municipal bonds B) Securities issued by the Government of Brazil C) Securities of a federally chartered bank D) Securities issued by a federal credit union
D) Securities issued by a federal credit union. An individual is exempt from registering as an agent only when representing the issuer in one of the limited group of five exempt securities, or in any exempt transaction. Oddly enough, a federal credit union is not on that list.
Sharon Smith is an agent for Highwater Securities, a broker-dealer registered in all 50 states. Sharon receives an unsolicited order from a bank located in State X, a state in which she has no place of business. Under the Uniform Securities Act, A) because Sharon has no place of business in State X and the client is an institution, Sharon may accept the order without registering in State X B) because Highwater Securities is registered in all 50 states, Sharon must also be registered in all of them C) because Sharon has no place of business in State X and the order is unsolicited, Sharon may accept the order without registering in State X D) Sharon must be registered in State X in order to accept the order
D) Sharon must be registered in State X in order to accept the order. Regardless of whether the security is exempt or the transaction is exempt, one must be licensed in any state which is the domicile of a client placing an order. One does not have to be registered as an agent in every state the BD is, only in those where she expects clients to reside.
According to the USA, under what circumstances is an employee of a licensed broker-dealer in a state allowed to sell exempt securities as an unregistered agent? A) The transaction is exempt. B) The employee is not paid any commission or salary. C) The securities are federal covered securities. D) Under no circumstances is an employee of a licensed broker-dealer in a state allowed to sell exempt securities as an unregistered
D) Under no circumstances is an employee of a licensed broker-dealer in a state allowed to sell exempt securities as an unregistered. It is unlawful for a person to transact business on behalf of a broker-dealer unless that person is registered as an agent in the state. Only individuals selling on behalf of the issuer may qualify to be exempt from registration as an agent.
A consent to service of process allows the Administrator to A) ensure that the legal appeal process is expedited as a result of the Administrator's access to information B) verify the accuracy and completeness of registration without obtaining the registrant's prior approval C) terminate a registrant's application D) exercise the power of attorney on behalf of the registrant
D) exercise the power of attorney on behalf of the registrant. The consent to service of process provides the Administrator with power of attorney for registrants. This power of attorney does not grant the Administrator the authority to terminate the registration at will nor does it empower the Administrator to verify information or expedite the registration process.
D) Persons who effect securities transactions as part of a regular business solely for their own accounts Although broker-dealers generally act on behalf of others as well as themselves, there are cases where firms strictly trade for their own positions, such as over-the-counter market makers.
Under the Uniform Securities Act, which of the following are NOT excluded from the definition of broker-dealer? A) Agents B) Banks C) Issuers of securities D) Persons who effect securities transactions as part of a regular business solely for their own accounts
C) Investment adviser representatives of federal covered advisers who have a place of business in the state and limit their clientele to employee benefit plans with a minimum of $10 million in assets The investment adviser representatives of a federal covered adviser are required to register in each state in which they have a place of business, even if the only clients are institutions.
Which of the following are required to register with a state Administrator? A) An investment adviser who has no place of business in the state and has fewer than 6 advisory clients in the state B) A person that only provides impersonal investment advice through newspaper columns, magazine articles, or a financial publication of general and regular circulation C) Investment adviser representatives of federal covered advisers who have a place of business in the state and limit their clientele to employee benefit plans with a minimum of $10 million in assets D) An employee of a federal covered investment adviser who has no natural person clients and is limited to performing administrative functions
Excluded from definition of a BD: BSIT
banks, savings institutions, trust companies