Series 24 Outline
Series 24 Outline
Qualification Examination
(Series 24)
Content Outline
© 2023 FINRA
TABLE OF CONTENTS
INTRODUCTION ........................................................................................................................................... 3
PURPOSE OF THE EXAM............................................................................................................................ 3
ELIGIBILITY REQUIREMENTS .................................................................................................................... 3
APPLICATION PROCEDURES .................................................................................................................... 3
STRUCTURE OF THE EXAM ....................................................................................................................... 4
DEVELOPMENT AND MAINTENANCE OF THE CONTENT OUTLINE AND EXAM .................................. 4
ADMINISTRATION OF THE EXAM .............................................................................................................. 4
HOW THE EXAM IS SCORED ...................................................................................................................... 5
SERIES 24 CONTENT OUTLINE.................................................................................................................. 6
SAMPLE ITEMS .......................................................................................................................................... 30
REFERENCES ............................................................................................................................................ 31
Outline Page 2
INTRODUCTION
The Series 24 exam is the General Securities Principal Qualification Examination. The exam is developed
and maintained by the Financial Industry Regulatory Authority (FINRA). This content outline provides a
comprehensive guide to the topics covered on the Series 24 exam. The outline is intended to familiarize
exam candidates with the range of subjects covered on the exam, as well as the depth of knowledge
required. Sample items are also included to acquaint candidates with the types of multiple-choice items
used on the exam. It is recommended that candidates refer to the content outline as part of their
preparation to take the exam. Candidates are responsible for planning their course of study in preparation
for the exam.
ELIGIBILITY REQUIREMENTS
The candidate must be associated with and sponsored by a FINRA member firm or other applicable self-
regulatory organization (SRO) to be eligible to take the Series 24 exam. In order to register in this category,
candidates must first qualify as a General Securities Representative (Series 7), United Kingdom Module of
Series 7 (Series 17), Canada Module of Series 7 (Series 37 or 38), Securities Trader Representative
(Series 57), Corporate Securities Limited Representative (Series 62), Investment Banking Representative
(Series 79), or Private Securities Offerings Representative (Series 82). For more information on eligibility
requirements, please see FINRA 1220(a), which is viewable in the FINRA Rule Manual through the
following link: www.finra.org.
APPLICATION PROCEDURES
The FINRA member firm or other applicable SRO member firms that sponsors the applicant must file a
Uniform Application for Securities Industry Registration or Transfer (Form U4) in the Central Registration
Depository (CRD®) and request the General Securities Principal position on the Form U4.
Outline Page 3
STRUCTURE OF THE EXAM
The exam consists of 150 multiple-choice items, which are distributed among the five major content areas
listed in the table below.
Under the guidance of FINRA staff, a committee of industry representatives (Committee) writes, reviews
and validates all exam items to ensure and sustain the job relevance of the exam. Exam items are subject
to multiple reviews prior to inclusion on the exam, and each item links directly to a component of the
content outline. Items vary in difficulty and complexity. Each item has only one correct or best answer.
The bank of items changes frequently as a result of amendments to, or the introduction of, government and
SRO rules and regulations, changes in industry practice, and the introduction of new products. Exam items
and their statistical performance are analyzed routinely by FINRA staff and the Committee to ensure
relevance to the functions of General Securities Principals. Candidates are responsible for keeping
abreast of changes made to the applicable rules and regulations as the exam is updated when new
rules are introduced and when the rules are amended.
Outline Page 4
guessing. Therefore, candidates should attempt to answer all items. Candidates will be allowed 3 hours
and 45 minutes to complete the exam.
The test administrator will provide white boards/dry erase markers and basic electronic calculators to
candidates, who must return these materials to the test center administrator at the end of the testing
session. Some exam items may involve calculations. Only calculators provided by the test center
administrators are allowed for use during the exam.
Candidates are not permitted to bring any reference material to their testing session. Severe penalties are
imposed on candidates who cheat or attempt to cheat on FINRA-administered exams.
All candidate test scores have been placed on a common scale using a statistical adjustment process
known as equating. Equating scores to a common scale accounts for the slight variations in difficulty that
may exist among the different sets of exam questions that candidates receive. This allows for a fair
comparison of scores and ensures that every candidate is held to the same passing standard regardless of
which set of exam questions he or she received.
Outline Page 5
SERIES 24 CONTENT OUTLINE
1.1 Initiate or terminate the registration of the broker-dealer and physical office locations in the
Central Registration Depository (CRD) System by filing, updating or amending appropriate
documents
KNOWLEDGE OF:
• Difference between SEC, SRO and state requirements, including information about
registration requirements and exemptions
• Form BD, Form BDW, Form BR
• Difference between Registered Investment Adviser (RIA) and Broker-Dealers (BD) and
required registrations
FINRA By-Laws
Article IV—Membership
Section 1—Application for Membership
Section 3—Executive Representative
Section 5—Resignation of Members
Section 6—Retention of Jurisdiction
Section 7—Transfer and Termination of Membership
Section 8—Registration of Branch Offices
FINRA Rules
3110—Supervision
3110(e)—Definitions
Outline Page 6
Section 15(c)(1)
Rule 15c1-3—Misrepresentation by Brokers, Dealers and Municipal Securities Dealers as to
Registration
Section 17—Accounts and Records, Reports, Examinations of Exchanges, Members and Others
Rule 17a-4(d)
1.2 Conduct hiring and registration of associated persons and maintenance of registration
KNOWLEDGE OF:
• Prehire requirements based on background, disciplinary, complaint or financial history and
the registration/affiliation
• Associated person registration requirements
• SEC, SRO and state requirements, including basic information about registration
requirements
• Requirements for heightened supervision
• Forms U4 and U5 and required amendments
• Types of activities of associated or registered persons
• Regulatory element and firm element continuing education requirements
FINRA By–Laws
Article I—Definitions
Paragraph (rr)
Article III—Qualifications of Members and Associated Persons
Section 1—Persons Eligible to Become Members and Associated Persons of Members
Section 2—Authority of Board to Adopt Qualification Requirements
Section 3—Ineligibility of Certain Persons for Membership or Association
Section 4—Definition of Disqualification
Article V—Registered Representatives and Associated Persons
Section 1—Qualification Requirements
Section 2—Application for Registration
Section 3—Notification by Member to the Corporation and Associated Person of Termination;
Amendments to Notification
Section 4—Retention of Jurisdiction
FINRA Rules
1010—Electronic Filing Requirements for Uniform Forms
1122—Filing of Misleading Information as to Membership or Registration
1210 —Registration Requirements
1220 —Registration Requirements
1230 —Persons Exempt from Registration
Outline Page 7
1240—Continuing Education Requirements
2263—Arbitration Disclosure to Associated Persons Signing or Acknowledging Form U4
3110(e)—Responsibility of Member to Investigate Applicants for Registration
4517—Member Filing and Contact Information Requirements
8311—Effect of a Suspension, Revocation, Cancellation, or Bar
9500 Series—Other Proceedings
Outline Page 8
FUNCTION 2—Supervision of General Broker-Dealer Activities
2.1 Develop, implement and update firm’s policies, written supervisory procedures (WSP) and
controls for applicable rules and regulations; and implement appropriate monitoring and
testing
KNOWLEDGE OF:
• Requirement to conduct periodic inspections and reviews of activities of personnel located
at the Office of Supervisory Jurisdiction (OSJ), branch offices and associated office
locations
• Appropriate testing of the firm’s procedures and controls including the CEO Certification
• Business and regulatory requirements for firm’s systems and technologies
• Requirement that all activities and systems have proper controls
• Requirements to implement and test the firm’s Business Continuity Plan (BCP)
FINRA Rules
3110—Supervision
3110.12—Standards for Reasonable Review
3120—Supervisory Control System
3130—Annual Certification of Compliance and Supervisory Processes
4370—Business Continuity Plans and Emergency Contact Information
4517—Member Filing and Contact Information Requirements
8110—Availability of Manual to Customers
KNOWLEDGE OF:
• Regulatory requirements to manage conflicts of interests
• Regulatory requirements related to personal trading, private securities transactions and
outside business and other activities
FINRA Rules
2010—Standards of Commercial Honor and Principles of Trade
2020—Use of Manipulative, Deceptive or Other Fraudulent Devices
2060—Use of Information Obtained in a Fiduciary Capacity
2150—Improper Use of Customers’ Securities or Funds; Prohibition Against Guarantees and Sharing
in Accounts
2320—Variable Contracts of an Insurance Company
2341—Investment Company Securities
Outline Page 9
3110(d)—Transaction Review and Investigation
3210—Accounts at Other Broker-Dealers and Financial Institutions
3240—Borrowing From or Lending to Customer
3270—Outside Business Activities of Registered Persons
3280—Private Securities Transactions of an Associated Person
5210.01—Publication of Transactions and Quotations – Manipulative and Deceptive Quotations
2.3 Supervise compensation practices of member, associated persons and other parties
KNOWLEDGE OF:
• Networking arrangements
• Payments for referrals
• Cash and non-cash compensation arrangements
• Gifts
FINRA Rules
1230 —Persons Exempt from Registration
2040—Payments to Unregistered Persons
2320(g)—Member Compensation
3160—Networking Arrangements Between Members and Financial Institutions
3220—Influencing or Rewarding Employees of Others
Outline Page 10
Securities Exchange Act of 1934
Section 3(a)(4)(B)—Exception for Certain Bank Activities
Section 17—Accounts and Records, Reports, Examinations of Exchanges, Members and Others
Rule 17a-3(a)(19)
2.4 Supervise the development, evaluation and delivery of products and services offered by the
broker-dealer
KNOWLEDGE OF:
• Products and their risk characteristics and appropriate accounts
• Industry initiatives, developments, new and existing rules
• Requirements to train associated persons concerning products and services
Requirements to conduct due diligence on new products and services and continue risk
assessment of existing products and services
• Ongoing risk assessment of listing products and services
FINRA Rules
1014(a)(9)—Standards for Admission
1017—Application for Approval of Change in Ownership, Control, or Business Operations
2111.05(a)—Components of Suitability Obligations
2310—Direct Participation Programs
2320—Variable Contracts of an Insurance Company
2330—Members’ Responsibilities Regarding Deferred Variable Annuities
2341—Investment Company Securities
3110—Supervision
3120—Supervisory Control System
Outline Page 11
Section 4—Classification of Investment Company
Section 5—Sub-Classification of Management Companies
Section 8—Registration of Investment Companies
Section 8(b)—Filing Requirements for Investment Companies
Form N-1A—Registration Statement of Open-End Management Investment Companies
Section 11—Offers of Exchange
Section 12—Functions and Activities of Investment Companies
Rule 12b-1—Distribution of Shares by Registered Open-End Management Investment Company
Section 13—Changes in Investment Policy
Section 19—Payments or Distributions
Rule 19a-1—Written Statement to Accompany Dividend Payments by Management Companies
Rule 19b-1—Frequency of Distribution of Capital Gains
Section 22—Distribution, Redemption, and Repurchase of Redeemable Securities
Section 22(c)—Regulation of Underwriters and Dealers by Commission
Rule 22c-1—Pricing of Redeemable Securities for Distribution, Redemption and Repurchase
Section 22(d)—Persons To and Through Whom Redeemable Securities May be Sold
Rule 22d-1—Exemption from Section 22(d) to Permit Sales of Redeemable Securities at Prices
Which Reflect Sales Loads Set Pursuant to a Schedule
Rule 22d-2—Exemption from Section 22(d) for Certain Registered Separate Accounts
Section 22(e)—Suspension of Rights of Redemption
Rule 22e-1—Exemption from Section 22(e) During Annuity Payment Period of Variable Annuity
Contracts Participating in Certain Registered Separate Accounts
Section 23—Distribution and Repurchase of Securities: Closed-End Companies
Section 35—Unlawful Representations and Names
Section 37—Larceny and Embezzlement
2.5 Take disciplinary or corrective actions relating to the conduct of associated persons; address
regulatory actions regarding violations or potential violations of securities industry laws,
rules and regulations; and address customer and industry disputes
KNOWLEDGE OF:
• Proper handling and resolution of customer and industry disputes
• FINRA and SEC disciplinary processes
• Reporting requirements for customer complaints and other events
FINRA Rules
2080—Obtaining an Order of Expungement of Customer Dispute Information from the Central
Registration Depository (CRD) System
4513—Records of Written Customer Complaints
4530—Reporting Requirements
Outline Page 12
8000 Series—Investigations and Sanctions
8120—Definitions
8210—Provision of Information and Testimony and Inspection and Copying of Books
8310—Sanctions for Violation of the Rules
8312—FINRA BrokerCheck Disclosure
8320—Payment of Fines, Other Monetary Sanctions, or Costs; Summary Action for Failure to Pay
9000 Series—Code of Procedure
9110—Application
9120—Definitions
9130—Service; Filing of Papers
9140—Proceedings
9210—Complaint and Answer
9230—Appointment of Hearing Panel, Extended Hearing Panel
9250—Discovery
9260—Hearing and Decision
9310—Appeal to or Review by National Adjudicatory Council
9350—Discretionary Review by FINRA Board
9370—Application to SEC for Review
12000 and 13000 Series—Code of Arbitration Procedure for Customer/Industry Disputes
Part I—Interpretive Material, Definitions, Organization and Authority
IM-12000 and IM-13000—Failure to Act Under Provisions of Code of Arbitration Procedure for
Customer/Industry Disputes
12105 and 13105—Agreement of the Parties
13200—Required Arbitration
Part II—General Arbitration Rules
12200—Arbitration Under an Arbitration Agreement or the Rules of FINRA
12201—Elective Arbitration
Part VIII—Simplified Arbitration and Default Proceedings
12800 and 13800—Simplified Arbitration
12801 and 13801—Default Proceedings
14000 Series—Code of Mediation Procedure
14104—Mediation Under the Code
14105—Effect of Mediation on Arbitration Proceedings
14109—Mediation Ground Rules
2.6 Develop and maintain policies, procedures and controls relating to the creation and retention
of books and records
KNOWLEDGE OF:
• Record retention requirements
Outline Page 13
• Electronic records storage requirements
FINRA Rules
3170—Tape Recording of Registered Persons by Certain Firms
4510 Series—Book and Records Requirements
4511—General Requirements
4570—Custodian of Books and Records
2.7 Supervise compliance with financial responsibility requirements and funding and cash
management
KNOWLEDGE OF:
• Reporting requirements of firm capital condition
• Requirements to segregate customer securities and funds
• Requirement to report short interest
• Introducing and clearing arrangements
• SEC requirements for extensions of credit and related disclosure
FINRA Rules
1021—Foreign Members
2261—Disclosure of Financial Condition
4120—Regulatory Notification and Business Curtailment
4160—Verification of Assets
4210—Margin Requirements
4220—Daily Record of Required Margin
4230—Required Submission for Extension of Time under Regulation T and SEC Rule 15c3-3
4240—Margin Requirements for Credit Default Swaps
4311—Carrying Agreements
4330—Customer Protection—Permissible Use of Customers’ Securities
4340—Callable Securities
4360—Fidelity Bonds
4540—Reporting Requirements for Clearing Firms
4560—Short-Interest Reporting
6274 and 6350A/B—Clearance and Settlement
Outline Page 14
Securities Exchange Act of 1934
Section 3(a)(12)
Rule 3a12-9—Exemption of Certain Direct Participation Program Securities From the Arranging
Provisions of Sections 7(c) and 11(d)(1)
Section 1—Regulation of the Use of Manipulative and Deceptive Devices
Rule 10b-16—Disclosure of Credit Terms in Margin Transactions
Section 8—Restrictions on Borrowing by Members, Brokers and Dealers
Rule 8c-1—Hypothecation of Customers’ Securities
Section 11(d)(1)—Extension of Credit
Rule 11d1-1—Exemption of Certain Securities from Section 11(d)(1)
Rule 11d1-2—Exemption From Section 11(d)(1) For Certain Investment Company Securities Held
by Broker–Dealers as Collateral in Margin Accounts
Rule 15c1-9—Use of Pro Forma Balance Sheets
Section 15(c)(2)
Rule 15c2-1—Hypothecation of Customers’ Securities
Appendix D—Satisfactory Subordination Agreements
Rule 15c2-5—Disclosure and Other Requirements When Extending or Arranging Credit in Certain
Transactions
Section 15(c)(3)
Rule 15c3-1—Net Capital Requirements for Brokers or Dealers
Rule 15c3-2—Customers’ Free Credit Balances
Rule 15c3-3—Customer Protection—Reserves and Custody of Securities
Section 17—Accounts and Records, Reports, Examinations of Exchanges, Members and Others
Rule 17a-3(a)(11)
Rule 17a-3(a)(14)
Rule 17a-4(b)(2)
Rule 17a-4(b)(3)
Rule 17a-4(b)(5)
Rule 17a-4(b)(8)
Rule 17a-5—Reports To Be Made by Certain Brokers and Dealers
Rule 17a-11—Notification Provisions for Brokers and Dealers
Rule 17f-1—Requirements for Reporting and Inquiry With Respect to Missing, Lost, Counterfeit or
Stolen Securities
Sarbanes—Oxley
Section 404—Management Assessment of Internal Controls
Outline Page 15
FUNCTION 3—Supervision of Retail and Institutional Customer-Related Activities
3.1 Supervise new account opening and ongoing maintenance of existing accounts
KNOWLEDGE OF:
• Requirement to obtain specified customer information
• Requirement to verify that accounts comply with Customer Identification Program (CIP)
• Bank Secrecy Act and USA PATRIOT Act
• Office of Foreign Assets Control (OFAC)
• Financial Crimes Enforcement Network (FinCEN)
• Anti–Money Laundering regulations
• Asset transfer processes
• Required documentation for account changes
• Privacy of customer information
• Detect, prevent and mitigate identity theft
FINRA Rules
2010—Standards of Commercial Honor and Principles of Trade
2140—Interfering With the Transfer of Customer Accounts in the Context of Employment Disputes
2231—Customer Account Statements
3250—Designation of Accounts
3310—Anti-Money Laundering Compliance Program
Supplementary Material
.01 Independent Testing Requirements
.02 Review of Anti–Money Laundering Compliance Person Information
4512—Customer Account Information
11870—Customer Account Transfer Contracts
Outline Page 16
3.2 Monitor, review and approve speaking engagements and other communications with the
public
KNOWLEDGE OF:
• Social media and electronic communications guidelines
• Differences among research, retail and institutional communications and correspondence
• Various approval and filing requirements
• “Do Not Call” list requirements
FINRA Rules
2210—Communications with the Public
2211—Communications with the Public About Variable Life Insurance and Variable Annuities
2212—Use of Investment Companies Rankings in Retail Communications
2213—Requirements for the Use of Bond Mutual Fund Volatility Ratings
2214—Requirements for the Use of Investment Analysis Tools
2216—Communications with the Public about Collateralized Mortgage Obligations (CMOs)
3170—Tape Recording of Registered Persons by Certain Firms
3230—Telemarketing
5230—Payments Involving Publications that Influence the Market Price of a Security
Outline Page 17
3.3 Review securities transactions, recommendations and account activity, and verify that
required disclosures are made
KNOWLEDGE OF:
• Best interest obligations and suitability requirements
• Requirement to recognize red flags, investigate and escalate potential issues
• Commission and markup regulations
• Requirements to provide disclosures concerning products, risks, services, costs and fees
FINRA Rules
2040—Payments to Unregistered Persons
2090—Know Your Customer
2111—Suitability
2114—Recommendations to Customers in OTC Equity Securities
2121—Fair Prices and Commissions
2122—Charges for Services Performed
2124—Net Transactions with Customers
2130—Approval Procedures for Day-Trading Accounts
2232—Customer Confirmations
2251—Forwarding of Proxy and Other Issuer-Related Materials
2264—Margin Disclosure Statement
2265—Extended Hours Trading Risk Disclosure
2266—SIPC Information
2267—Investor Education and Protection
2268—Requirements When Using Predispute Arbitration Agreements for Customer Accounts
2270—Day–Trading Risk Disclosure Statement
2310(b)(2)—Direct Participation Programs
2342—“Breakpoint” Sales
3150—Holding of Customer Mail
3260—Discretionary Accounts
4210(f)(8)(B)—Day Trading
4514—Authorization Records for Negotiable Instruments Drawn from a Customer’s Account
Outline Page 18
FUNCTION 4—Supervision of Trading and Market Making Activities
KNOWLEDGE OF:
• Requirements to implement and enforce trader mandates and to restrict traders to assigned
aggregation units
• Market making and quoting activities
• Requirements to comply with Regulation SHO
• Various execution venues, order routing, best execution obligations and Regulation NMS
• Various restrictions on trading systems and capital and credit limits
• Volatility trading pauses
• Prohibited trading activities
• Escalation requirements upon discovery of a prohibited activity
FINRA Rules
5200 Series—Quotation and Trading Obligations and Practices
5210—Publication of Transactions and Quotations
5220—Offers at Stated Prices
5240—Anti–intimidation/Coordination
5250—Payments for Market Making
5260—Prohibition on Transactions, Publication of Quotations, or Publication of Indications of
Interest during Trading Halts
5270—Front Running of Block Transactions
5280—Trading Ahead of Research Reports
5290—Order Entry and Execution Practices
5300 Series—Handling of Customer Orders
5310—Best Execution and Interpositioning
5320—Prohibition against Trading Ahead of Customer Orders
5330—Adjustment of Orders
5340—Pre-Time Stamping
6100 Series—Quoting and Trading in NMS Stocks
6120—Trading Halts
6121—Trading Halts Due to Extraordinary Market Volatility
6190—Compliance with Regulation NMS Plan to Address Extraordinary Market Volatility
6200 Series—Alternative Display Facility
6220—Definitions
6272—Character of Quotations
6273—Normal Business Hours
6400 Series—Quoting and Trading in OTC Equity Securities
6432—Compliance with the Information Requirements of SEA Rule 15c2-11
6433—Minimum Quotation Size Requirement for OTC Equity Securities
6435—Withdrawal of Quotations in an OTC Equity Security in Compliance with SEC Regulation M
Outline Page 19
6440—Trading and Quotations Halt in OTC Equity Securities
6500 Series—OTC Bulletin Board® Service
6530—OTCBB-Eligible Securities
Nasdaq Rules
4121—Trading Halts Due to Extraordinary Market Volatility
4611—Nasdaq Market Center Participant Registration
4612—Registration as a Nasdaq Market Maker
4613—Market Maker Obligations
4617—Normal Business Hours
4619—Withdrawal of Quotations and Passive Market Making
4750 Series—Nasdaq Market Center—Execution Services
4751—Definitions
4761—Adjustment of Open Quotes and/or Orders
KNOWLEDGE OF:
• Trade confirmation requirements and disclosures
• Buy–in and close–out requirements
FINRA Rules
6274 and 6350A/B—Clearance and Settlement
11100 Series—Scope of Uniform Practice Code
11200 Series—Comparisons or Confirmation and “Don’t Know Notices”
11300 Series—Delivery of Securities
11320—Dates of Delivery
11361—Units of Delivery—Stocks
11362—Units of Delivery—Bonds
11363—Units of Delivery—Unit Investment Trust Securities
Outline Page 20
11364—Units of Delivery—Certificates of Deposit for Bonds
11400 Series—Delivery of Securities with Draft Attached
11500 Series—Delivery of Securities with Restrictions
11520—Delivery of Mutilated Securities
11550—Assignments and Powers of Substitution; Delivery of Registered Securities
11574—Certificate in Name of Deceased Person, Trustee, etc.
11600 Series—Delivery of Bonds and Other Evidences of Indebtedness
11620—Computation of Interest
11630—Due-Bills and Due-Bill Checks
11640—Claims for Dividends, Rights, Interest, etc.
11650—Transfer Fees
11700 Series—Reclamations and Rejections
11740—Marking to the Market
11800 Series—Close-Out Procedures
11810—Buy–In Procedures and Requirements
11820—Selling-out
11840—Rights and Warrants
11860—COD Orders
11900 Series—Clearance of Corporate Debt Securities
KNOWLEDGE OF:
• Trade reporting facilities for various types of securities
FINRA Rules
4515—Approval and Documentation of Changes in Account Name or Designation
6100 Series—Quoting and Trading in NMS Stock
6140—Other Trading Practices
6150—Obligation to Provide Information
6160—Multiple MPIDs for Trade Reporting Facility Participants
6170—Primary and Additional MPIDs for Alternative Display Facility Participants
6181—Timely Transaction Reporting
6182—Trade Reporting of Short Sales
6183—Exemption from Trade Reporting Obligation for Certain Alternative Trading Systems
6200 Series—Alternative Display Facility
6220—Definitions
6230—Use of Alternative Display Facility Data Systems
6240—Prohibition from Locking or Crossing Quotations in NMS Stocks
6250—Quote and Order Access Requirements
6271—Registration as an ADF Market Maker or an ADF ECN
6275—Withdrawal of Quotations
Outline Page 21
6281—Reporting Transactions in ADF-Eligible Securities
6300A Series—FINRA/Nasdaq Trade Reporting Facilities
6320A—Definitions
6380A—Transaction Reporting
6500 Series—OTC Bulletin Board® Service
6620 Series—Reporting Transactions in OTC Equity Securities and Restricted Equity Securities
6700 Series—Trade Reporting and Compliance Engine (TRACE)
6710—Definitions
6720—Participation in TRACE
6730—Transaction Reporting
6740—Termination of TRACE Service
6750—Dissemination of Transaction Information
6760—Obligation to Provide Notice
6800 Series – Consolidated Audit Trail Compliance Rule
6810 – Definitions
6820 – Clock Synchronization
6830 – Industry Member Data Reporting
6890 – Recordkeeping
7100 Series—Alternative Display Facility
7110—Definitions
7120—Trade Reporting Participation Requirement
7130—Trade Report Input
7170—Termination of Access
7200A Series and 7300 Series—FINRA/Nasdaq Trade Reporting Facility and OTC Reporting Facility
7210A/7310—Definitions
7220A/7320—Trade Reporting Participation Requirements
7230A/7330—Trade Report Input
7240A/7340—Trade Report Processing
7270A/7370—Violation of Reporting Rules
Nasdaq Rules
4750 Series—Nasdaq Market Center—Execution Services
4751—Definitions
4755—Order Entry Parameters
4756—Entry and Display of Quotes and Orders
4757—Book Processing
4758—Order Routing 5001—The Qualification, Listing, and Delisting of Companies
5400 Series—Nasdaq Global Market
Outline Page 22
Rule 17a-4(b)(11)
Provisions of the Securities Exchange Act of 1934 Related to Penny Stocks
Section 3(a)(51)
Rule 3a51-1—Definition of Penny Stock
Section 15(h)—Requirements for Transactions in Penny Stocks
Rule 15g-1—Exemptions for Certain Transactions
Rule 15g-2—Penny Stock Disclosure Document Relating to the Penny Stock Market
Rule 15g-3—Broker or Dealer Disclosure of Quotations and Other Information Relating to the
Penny Stock Market
Rule 15g-4—Disclosure of Compensation to Brokers or Dealers
Rule 15g-5—Disclosure of Compensation of Associated Persons in Connection With Penny Stock
Transactions
Rule 15g-6—Account Statements for Penny Stock Customers
Rule 15g-9—Sales Practice Requirements for Certain Low Priced Securities
Rule 15g-100—Schedule 15G—Information To Be Included in the Document Distributed Pursuant
to 17 CFR 240.15g-2
SEC Regulation M
Rule 103—Nasdaq Passive Market Making
Rule 105—Short Selling in Connection with a Public Offering
Outline Page 23
FUNCTION 5—Supervision of Investment Banking and Research
5.1 Develop and maintain policies, procedures and controls; and supervise related investment
banking activities
KNOWLEDGE OF:
• Public and private offering regulations
• Requirements to conduct and document due diligence of issuers
• M&A, tender offers, corporate financial advisory and valuation services
• Fundamental terms of loan documents
• Terms of bankruptcy and the potential claims and priorities of investors
• Corporate annual and quarterly reports
• Requirements for information barriers
FINRA Rules
2262—Disclosure of Control Relationship with Issuer
2269—Disclosure of Participation or Interest in Primary or Secondary Distribution
5110—Corporate Financing Rule—Underwriting Terms and Arrangements
5121—Public Offerings of Securities with Conflicts of Interest
5122—Private Placements of Securities Issued by Members
5123—Private Placements of Securities
5130—Restrictions on the Purchase and Sale of Initial Equity Public Offerings
5131—New Issue Allocations and Distributions
5141—Sale of Securities in a Fixed Price Offering
5150—Fairness Opinions
5160—Disclosure of Price and Concessions in Selling Agreements
5190—Notification Requirements for Offering Participants
6130—Transactions Related to Initial Public Offerings
6760—Obligation to Provided Notice
11880—Settlement of Syndicate Accounts
Nasdaq Rules
4614—Stabilizing Bids
4624—Penalty Bids and Syndicate Covering Transactions
Outline Page 24
Section 12(k)—Trading Suspensions; Emergency Authority
Section 13—Periodical and Other Reports
Rule 13a-1/Rule 15d-1—Requirement of annual reports
Rule 13a-11/Rule 15d-1—Current reports on Form 8-K
Rule 13a-13/Rule 15d-13—Annual reports on form 10-K
Rule 13a-13/Rule 15d-13—Quarterly reports on Form 10-Q
Rule 13d-1—Filing of Schedules 13D and 13G
Rule 13e-3—Going Private Transactions by Certain Issuers or Their Affiliates
Schedule 13E–3 Filing Requirement
Rule 13e-4—Tender Offers by Issuers
Schedule 13E-4—Filing Requirement
Rule 13f-1—Reporting by Institutional Investment Managers of Information with Respect to
Accounts Over Which They Exercise Investment Discretion (Schedule 13F)
Regulation 13A—Reports of Issuers of Securities Registered Pursuant to Section 12 Annual Reports
Section 14—Proxies
Rule 14a-6—Filing Requirements (Proxy Statement) on Form 14A
Rule 14e-1—Unlawful Tender Offer Practices
Rule 14e-2—Position of Subject Company with Respect to a Tender Offer
Rule 14e-3—Transactions in Securities on the Basis of Material, Nonpublic Information in the
Context of Tender Offers
Rule 14e-4—Prohibited Transactions in Connection with Partial Tender Offers
Rule 14e-5—Prohibiting Purchases Outside of a Tender Offer
Section 15(c)(1)
Rule 15c1-5—Disclosure of Control
Rule 15c1-6—Disclosure of Interest in Distributions
Rule 15c1-8—Sales at the Market
Section 15(c)(2)
Rule 15c2-4—Transmission or Maintenance of Payments Received in Connection with
Underwritings
Section 16—Directors, Officers and Principal Stockholders
Rule 16a-1—Definition of Terms
Rule 16a-2—Persons and Transactions Subject to Section 16
Rule 16a-3—Reporting Transactions and Holdings
Section 17—Accounts and Records, Reports, Examinations of Exchanges, Members and Others
Rule 17a-2—Recordkeeping Requirements Relating to Stabilizing Activities
Outline Page 25
Section 4—Exempted Transactions
Section 7—Information Required in Registration Statement
Section 8—Taking Effect of Registration Statements and Amendments Thereto
Section 11—Civil Liabilities on Account of False Registration Statement
Section 12—Civil Liabilities Arising in Connection With Prospectuses and Communications
Rule 159—Information Available to Purchaser at Time of Contract of Sale
Section 15—Liability of Controlling Persons
Section 17—Fraudulent Interstate Transactions
Section 23—Unlawful Representations
Rule 175—Liability for Certain Statements by Issuers
Rule 412—Modified or Superseded Documents
Regulation C—Registration
Rule 405—Definition of Terms
Rule 415—Delayed or Continuous Offering and Sale of Securities (Shelf Registration)
Regulation D—Rules Governing the Limited Offer and Sale of Securities without Registration Under the
Securities Act of 1933
Rule 501—Definitions and Terms Used in Regulation D
Rule 502—General Conditions To be Met
Rule 503—Filing of Notice of Sales
Rule 504—Exemption for Limited Offerings and Sales of Securities Not Exceeding $5,000,000
Rule 506—Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering
Regulation S—Rules Governing Offers and Sales Made Outside the U.S. Without Registration Under
the Securities Act of 1933
Rule 901—General Statement
Rule 902—Definitions
Rule 903—Offers or Sales of Securities by the Issuer, a Distributor, Any of Their Respective
Affiliates, or Any Person Acting on Behalf of Any of the Foregoing; Conditions Relating to Specific
Securities
Rule 904—Offshore Resales
17 C.F.R. Part 210—Regulation S–X —Form and Content of and Requirements for Financial
Statements, Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of
1940, Investment Advisers Act of 1940, and Energy Policy and Conservation Act of 1975
17 C.F.R. Part 229—Regulation S–K—Standard Instructions for Filing Forms Under Securities Act of
1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975—Regulation
S–K
Regulation M-A—Mergers and Acquisitions
Regulation AB—Asset–Backed Securities
Regulation M
Rule 100—Preliminary Note; Definitions (“stabilization” and “stabilizing”)
Rule 101—Activities by Distribution Participants
Rule 102—Activities by Issuers and Selling Security Holders During a Distribution
Rule 104—Stabilizing and Other Activities in Connection With an Offering
Outline Page 26
Regulation FD—Fair Disclosure
Hart–Scott–Rodino Act
15 U.S.C. Section 18a—Premerger Notification and Waiting Period
5.2 Review and approve investor disclosure materials, pitch books and marketing materials
KNOWLEDGE OF:
• Communication regulations related to new issues
• Public notices excluded from the definition of prospectus
Outline Page 27
Rule 430A—Prospectus in a Registration Statement at the Time of Effectiveness
Rule 430B—Prospectus in a Registration Statement After Effective Date
Rule 433—Conditions to Permissible Post–Filing Free Writing Prospectuses
Rule 460—Distribution of Preliminary Prospectus
5.3 Develop and maintain policies, procedures and controls; and supervise activities relating to
research
KNOWLEDGE OF:
• What constitutes research
• Research report approval and dissemination processes
• Disclosure requirements for analysts who make public appearances
FINRA Rules
2241—Research Analysts and Research Reports
Outline Page 28
SAMPLE ITEMS
The following sample items are included to provide an introduction to the basic formats of multiple-choice
items used on the exam. The sample items do not reflect the difficulty level of actual exam items.
Candidates who familiarize themselves with these formats may be able to improve their test-taking skills so
their performance on the exam will better reflect their knowledge of the areas tested. An asterisk indicates
the correct answer to each sample item.
Closed-Stem: The stem (the part that poses the question) is a complete sentence and thus concludes with
a question mark. The options (answer choices) may be complete or incomplete sentences.
Example: The designation of the person or persons permitted to trade on behalf of a corporation is
usually found in which of the following?
Open-Stem (Sentence Completion): The stem is an incomplete statement, and the options represent
conclusions to the sentence.
Except or Not: "Except" or “not” is used when the task is to select the response option that is an exception
to the principle or rule stated in the stem. In such cases, the stem may be open or closed.
Example: In determining whether to approve a change from the exempt status of a member firm under
SEC Rule 15c3-3, FINRA considers each of the following except:
Outline Page 29
REFERENCES
Listed below are government and SRO websites that provide information about rules and other information
candidates may find useful in preparing for the exam. In addition to information about rules, the SRO may
publish glossaries of terms, explanations of securities products, and compliance procedures. Candidates
are encouraged to refer to the SRO websites for information memos or Regulatory Notices concerning
amendments to rules and the announcement of new rules that may relate to the exam. Candidates can
purchase copies of federal securities laws and SEC rules through the network of federal government
printing offices. However, some of this information may be available on the SRO and pertinent federal
government (e.g., the SEC) websites. It is recommended that candidates refer to the content outline as
part of their preparation to take the exam. Candidates are responsible for planning their course of study in
preparation for the exam. FINRA produces only the content outline and is not involved with, nor does it
endorse, any particular course of study.
Outline Page 30