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Exam Code: Series63
Exam Name: Uniform Securities Agent State Law - Series 63
Vendor: NASAA
Number of Questions: 65 multiple-choice questions (60 scored; 5 unscored pretest questions). The pretest questions are indistinguishable and may appear anywhere in the exam.
Time Limit: 75 minutes.
Passing Score: 72% (correctly answer at least 43 of the 60 scored questions).

Regulations of Investment Advisers- Including State-Registered and Federal Covered Advisers

- Definition of an Investment Adviser: Persons or entities providing advice on securities for compensation; exclusions (e.g.- banks- lawyers- accountants under certain conditions); distinction from broker-dealers.
- State Registration Requirements: Application process via IARD (Investment Adviser Registration Depository); minimum financial requirements (e.g.- net capital- surety bonds); recordkeeping obligations (e.g.- maintaining books and records for 5 years); brochure rule (delivery of Form ADV Part 2).
- Federal Covered Advisers: Definition (advisers registered with SEC under Investment Advisers Act of 1940); state notice filing requirements (e.g.- submitting Form ADV- fees); anti-fraud provisions applicable via state laws; exemptions from state registration.
- Exemptions and Exclusions: De minimis exemption (limited clients in state); private fund advisers; exemptions for advisers to venture capital funds.
- Post-Registration Obligations: Renewals- amendments to Form ADV; custody rules (e.g.- qualified custodians- surprise audits); proxy voting policies; code of ethics.
- Prohibited Practices: Fraud- misrepresentation; conflicts of interest (e.g.- disclosure of affiliations); excessive fees.
- State vs. Federal Coordination: NSMIA (National Securities Markets Improvement Act) preemption; state authority over anti-fraud and notice filings.

Regulations of Investment Adviser Representatives

- Definition of Investment Adviser Representative (IAR): Solicitors or those giving advice for compensation; supervisory roles.
- Registration Requirements: Filing Form U4 via IARD; competency exams (e.g.- Series 65 or equivalent); fingerprinting and background checks; continuing education (CE) requirements (e.g.- 12 hours annually- including ethics).
- Exemptions: Clerical/ministerial employees; out-of-state representatives under de minimis rules.
- Supervision and Compliance: Responsibility of IA firm; written supervisory procedures; personal trading restrictions.
- Prohibited Conduct: Borrowing from/lending to clients; commingling funds; guaranteeing returns; unfair dealing.
- Termination and Reporting: Form U5 filing; reporting disciplinary events to regulators.

Regulations of Broker-Dealers

- Definition of Broker-Dealer (BD): Entities effecting securities transactions for others or own account; exclusions (e.g.- banks- issuers).
- State Registration Requirements: Application via CRD (Central Registration Depository); net capital requirements (FINRA Rule 15c3-1 integration); fidelity bonds; audited financial statements.
- Exemptions: Intrastate BDs; those dealing only in exempt securities (e.g.- government bonds).
- Federal Coordination: SEC-registered BDs and state notice filings; FINRA membership requirements.
- Business Practices: Recordkeeping (e.g.- order tickets- confirmations for 6 years); customer account statements; anti-money laundering (AML) programs.
- Supervision: Office inspections; written procedures; qualification of principals (e.g.- Series 24 exam).
- Prohibited Activities: Churning; unauthorized trading; market manipulation.

Regulations of Agents of Broker-Dealers

- Definition of Agent: Individuals soliciting or effecting transactions; exclusions (e.g.- clerical staff- partners in certain cases).
- Registration Requirements: Form U4 filing; qualifying exams (e.g.- Series 7 + Series 63); background checks; state-specific fees.
- Exemptions: Agents dealing only in exempt transactions (e.g.- unsolicited orders); out-of-state agents under Rule 15a-6.
- Continuing Education: FINRA/state requirements (e.g.- annual compliance training).
- Compensation and Conflicts: Sharing commissions; disclosure of referral fees.
- Conduct Rules: Suitability (know your customer); fair dealing; no misleading statements.
- Termination: Form U5; reporting to SIPC if applicable; "statutory disqualification" for certain violations.

Regulations of Securities and Issuers

- Definition of Security: Stocks- bonds- investment contracts (Howey test); exempt securities (e.g.- U.S. government- municipal bonds).
- Registration Methods: By coordination (with SEC); by qualification; by filing/notification (for established issuers).
- Exempt Transactions: Private placements (Rule 506); intrastate offerings (Rule 147); unsolicited transactions.
- Issuer Requirements: Disclosure documents (prospectus); anti-fraud rules (full and fair disclosure).
- Merit Review: Some states evaluate fairness (e.g.- excessive promoter compensation).
- Variable Annuities and Contracts: Treated as securities; agent qualifications.
- Reporting: Post-registration filings (e.g.- sales reports- amendments).

Remedies and Administrative Provisions

- Administrative Actions: Denial- suspension- revocation of registration; cease and desist orders; investigations (subpoenas- testimony).
- Civil and Criminal Remedies: Restitution- rescission offers; fines (up to $10-000 per violation); imprisonment for willful violations.
- Statute of Limitations: Time frames for actions (e.g.- 3-5 years).
- Hearings and Appeals: Due process rights; judicial review.
- Sharing Information: Cooperation with SEC- FINRA; NASAA protocols.
- Investor Protection: Bonding requirements; fidelity funds.

Communication with Customers and Prospects

- Definitions: Retail vs. institutional communications; correspondence- sales literature.
- Approval and Recordkeeping: Pre-use approval by principal; retention for 3 years.
- Prohibited Practices: Misleading statements; past performance guarantees; unsubstantiated claims.
- Recommendations and Suitability: Disclosure of risks; suitability standards (e.g.- customer-specific).
- Electronic Communications: Emails- social media rules; NASAA statements on digital ads.
- Testimonials and Endorsements: Restrictions (e.g.- no compensation disclosure omissions).
- Performance Reporting: Uniform standards (e.g.- GIPS for advisers).

Ethical Practices and Obligations

- Fiduciary Duty: Acting in client's best interest; loyalty- care.
- Conflicts of Interest: Disclosure and management (e.g.- soft dollars- affiliated transactions).
- Insider Trading: Prohibitions under state laws; misuse of material nonpublic information.
- Gifts and Gratuities: Limits (e.g.- $100 annual cap under FINRA).
- Privacy and Confidentiality: Safeguarding customer information (Reg S-P integration).
- Fair Dealing: No front-running; equitable allocation of trades.
- Reporting Violations: Duty to report unethical conduct; whistleblower protections.