Investment Adviser and IAR Registration
The largest legal area starts with adviser, federal covered adviser, private fund adviser, IAR, Form ADV, Form U4, records, supervision, and notice filing.
How to study the Series 66
Treat the Series 66 as a dual-capacity exam: know the product, profile the client, then identify whether the person is acting as agent, adviser, or IAR.
Core concepts
Concept 1
Investment adviser status turns on advice about securities, compensation, and business activity.
Exam cue: Apply the adviser or IAR definition before jumping to an exemption.
Concept 2
Federal covered advisers, state advisers, exempt reporting advisers, private fund advisers, Form ADV, notice filing, books and records, brochure delivery, and policies require careful classification.
Exam cue: Separate SEC registration from state notice filing and antifraud authority.
Concept 3
IAR definition, registration, Form U4, examination requirements, place of business, supervision, and disclosure updates are recurring Series 66 issues.
Exam cue: For IARs, check function and place of business.
Risk pitfalls and guardrails
Assuming SEC registration eliminates all state authority.
Guardrail: Do not let an exemption erase antifraud or disclosure duties.
Calling clerical employees IARs without advisory activity.
Guardrail: Avoid answers that blur capacity, skip disclosure, ignore custody, or give unlimited administrator power.
Ignoring Form ADV or brochure obligations.
Guardrail: Avoid answers that blur capacity, skip disclosure, ignore custody, or give unlimited administrator power.
Memory anchors
Investment Adviser
An adviser gives securities advice for compensation as part of a business.
Federal Covered Adviser
A federal covered adviser is generally SEC registered rather than state registered.
State Adviser
A smaller adviser may be state registered unless an exclusion or exemption applies.
Form ADV
Form ADV is the core adviser registration and disclosure filing.
Brochure Rule
Brochure delivery provides clients with material adviser information.
Notice Filing
States can require notice filings from federal covered advisers.
Private Fund Adviser
Private fund adviser exemptions require careful facts and filings.
IAR
An IAR performs advisory, management, solicitation, or supervisory functions for an adviser.
Form U4
Form U4 carries registration and disclosure information for representatives.
Adviser Policies
Written policies and procedures support adviser compliance.
Checkpoint rule
Do the check-up only after you can summarize each concept in one sentence and identify one dangerous pitfall from memory.
Knowledge Check (after reading)
Short check-up to confirm understanding of this module.
Check-up Questions
A person is evaluating whether they meet the definition of an investment adviser under the Uniform Securities Act. Which three-part test generally applies?
A large advisory firm with substantial assets under management registers with the SEC. What is such a firm generally called under securities law?
Answer all questions to submit.
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