Wiley Series 63 Exam Review 2015 + Test Bank The Uniform Securities Examination

ABOUT THE SERIES 63 EXAM IX

ABOUT THIS BOOK XIII

ABOUT THE TEST BANK XV

ABOUT THE SECURITIES INSTITUTE OF AMERICA XVII

CHAPTER 1

FEDERAL LAW REVIEW 1

The Securities Act of 1933 1

The Prospectus 2

The Final Prospectus 2

Misrepresentations 3

The Securities Exchange Act of 1934 3

Net Capital Requirement 7

Customer Coverage 7

Fidelity Bond 8

The Insider Trading and Securities Fraud Enforcement Act of 1988 8

Firewall 9

The Telephone Consumer Protection Act of 1991 9

National Securities Market Improvement Act of 1996 10

The Uniform Securities Act 11

The Uniform Prudent Investors Act of 1994 11

CHAPTER 2

DEFINITIONS OF TERMS 13

Security 13

Person 15

Broker Dealer 16

Pension Consultants 18

Form ADV 18

Investment Adviser Representative 19

Offer/Offer to Sell/Offer to Buy 21

Sale/Sell 22

Guarantee/Guaranteed 22

Contumacy 22

Federally Covered Exemption 23

Power of attorney 23

Pretest 25

CHAPTER 3

REGISTRATION OF BROKER DEALERS, INVESTMENT ADVISERS, AND AGENTS 31

Registration of Broker Dealers and Agents 31

Agent Registration 32

Registering Broker Dealers 33

Financial Requirements 34

Broker Dealers on the Premises of Other Financial Institutions 34

Registering Agents 34

Canadian Firms and Agents 36

Investment Adviser Registration 36

The National Securities Market Improvement Act of 1996/The Coordination Act 37

Investment Adviser Representative 38

Investment Adviser Registration 38

Capital Requirements 39

Exams 39

Advertising and Sales Literature 40

Brochure Delivery 41

Wrap Accounts 41

Pretest 43

CHAPTER 4

SECURITIES REGISTRATION, EXEMPT SECURITIES, AND EXEMPT TRANSACTIONS 47

Exempt Securities 47

Securities Registration 48

Registration of IPOs Through Coordination 48

Registration Through Notice Filing 49

Registration of Non-Established Issuers/Registration Through Qualifi cation 49

Exempt Securities/Federally Covered Exemption 51

Exempt Transactions 52

Pretest 57

CHAPTER 5

PROFESSIONAL CONDUCT AND PROHIBITED AND FRAUDULENT ACTIONS 63

Fraud 63

Professional Conduct 64

Suitability 64

Market Manipulation 66

Customer Complaints 67

The Role of the Investment Adviser 67

Additional Compensation for an Investment Adviser 68

Agency Cross Transactions 68

Disclosures by an Investment Adviser 68

Investment Adviser Contracts 70

Private Investment Companies/Hedge Funds 70

Fulcrum Fees 70

Soft Dollars 71

Borrowing and Lending Money 72

Pretest 73

CHAPTER 6

THE STATE SECURITIES ADMINISTRATOR AND THE UNIFORM SECURITIES ACT 81

Actions by the State Securities Administrator 81

Cancellation of a Registration 82

Withdrawal of a Registration 83

Actions Against an Issuer of Securities 83

Rule Changes 83

Administrative Orders 83

Interpretive Opinions 85

Administrative Records 85

Investigations 85

Civil and Criminal Penalties 86

Jurisdiction of the State Securities Administrator 87

Administrator’s Jurisdiction over Securities Transactions 87

Right of Rescission 90

Statute of Limitations 90

Pretest 91

ANSWER KEYS 97

GLOSSARY OF EXAM TERMS 105

INDEX 171