Hi @A11! Here are the answer to your questions.
Does bank holding company count towards exclusion from USA registration?
They do not. Bank holding companies are treated like normal corporations and do not qualify for the banking exemption. You can read more about this on this page of our Series 66 material.
Can you go over the private placement for the USA again? my understanding is under USA is 10 non-accredited investor without 506, but under 506 through SEC will be 35 non-accredited investors. Am I right?
You’re mostly right. The state’s (USA’s) version of private placement allows a sale of unregistered securities to no more than 10 non-institutional investors (you mentioned accredited, but this term does not apply at the state level). Regulation D (technically rule 506b), which is the federal version of private placement, allows a sale of unregistered securities to no more than 35 non-accredited investors.
Then Intrastate will be registration through qualification under SEC, but exempt federal???
Intrastate offerings of securities are generally subject to state registration by qualification, and exempt from of federal (SEC) registration.
Oh, the L.A.T.E. also a bit bury.
This chapter goes over the specifics of the LATE exclusion. Let me know if I need to clarify anything.
So anyone surprise and manage IAR needs to register. How about manage portfolio only, do those have to register?
I’m not 100% sure what you’re asking here, but any natural person (human being) offering any type of advisory services (managing portfolios only included), they must generally register as an investment adviser representative (IAR). If you meant “supervise” in your question - yes, supervisors must also register as IARs.
publishers under what particular scenarios have to registered?
First, publishers only need to worry about registration if providing advice on securities. However, they can avoid registration if they can claim the advice is general and non-specific. This chapter discusses more on the topic.
securities broadcast through radio/TV counts towards where the camera is located and has to be registered in that state, even the broadcast is nationwide?
I think you’re referring to whether the administrator retains jurisdiction over an offer of securities. Generally speaking with media programs, only the administrator in the state where the program is broadcast from. This chapter goes over this in more detail.
Internet advisers are under SEC, how about in an interactive platform
Although I don’t think you’ll see much about it on the exam, internet-only advisers (typically referred to as “robo advisers”) are eligible for SEC registration as federal covered advisers. Interactive platforms are basically the same thing.
a client posted a testimonial on that internet advisor blog, does it count as a violation?
Although the SEC has recently updated their rules regarding testimonials, the USA (which is the primarily law tested) states testimonials are forbidden for advisers. We cover testimonials in this chapter.
Hope this helps!