TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
FINRA Series 99 Exam Study Guide with
Complete Solutions
ways to raise capital - Answer✔️✔️-1. sell ownership/equity in your company
2. issue debt securities (bonds)
share of stock - Answer✔️✔️-a percentage ownership of the company; a unit of
ownership
debit security/bond - Answer✔️✔️-"a tiny loan" to a company where the issuer promises
to pay back an amount of $ in the future + interest
capital markets - Answer✔️✔️-includes the stock market and the bond market
stock market - Answer✔️✔️-the place where stocks are traded among investors
bond market - Answer✔️✔️-the place where bonds are traded among investors
hire an underwriter or investment banking firm. - Answer✔️✔️-a company must do what
to issue stock?
primary market - Answer✔️✔️-the first time a stock is sold to investors
secondary market - Answer✔️✔️-the place where a stock is traded among investors
broker - Answer✔️✔️-1. acts as a go-between for the buyer and seller
2. earns $ through fees for their services (i.e. commissions)
1/42
,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
dealer - Answer✔️✔️-1. makes trades out of their inventory of stock
2. buys at a lower "bid" price and sells it at a higher "ask" price
3. earns $ through the differences between the ask price and the bid price
registered investment advisors - Answer✔️✔️-individuals or firms that manage the
investment portfolios of individuals, groups, or funds
RIA needs to register with SEC - Answer✔️✔️-if AUM > $110 M
RIA needs to register with the state - Answer✔️✔️-if AUM < $100 M
RIA can register with SEC or state - Answer✔️✔️-if $100 M < AUM < $110 M
The Securities Act of 1933 - Answer✔️✔️-regulates the registration of securities that are
sold to the public
The Securities Act of 1933 - Answer✔️✔️-requires that issuers disclose material
information to investors
The Securities Act of 1933 - Answer✔️✔️-a.k.a. the "Paper Act" because corporations
register their securities through a paper registration statement
The Securities Act of 1933 - Answer✔️✔️-regulates the primary market
The Securities Exchange Act of 1934 - Answer✔️✔️-regulates broker-dealers and how
existing securities are resold in the secondary market
The Securities Exchange Act of 1934 - Answer✔️✔️-a.k.a. the "People Act" because it
regulates people who work in the industry
2/42
,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
The Securities Exchange Act of 1934 - Answer✔️✔️-contains important trading laws,
such as insider trading laws
The Securities Exchange Act of 1934 - Answer✔️✔️-introduced margin requirements
The Securities Exchange Act of 1934 - Answer✔️✔️-created the Securities and Exchange
Commission (SEC) to interpret and enforce securities laws
The Securities Exchange Act of 1934 - Answer✔️✔️-allows securities exchanges and
broker-dealers to regulate themselves
The Securities Exchange Act of 1934 - Answer✔️✔️-requires broker-dealers to register
with the SEC and FINRA
security - Answer✔️✔️-(1) an investment of money that (2) involves a common enterprise
(3) in which the investors expect to make a profit (4) from the efforts of someone other
than themselves
what is not a security? - Answer✔️✔️-1. fixed annuity
2. whole life, term life, universal life, endowment policy
3. gold
4. collectibles, antiques, art
what are securities exempt under the '33 Act? - Answer✔️✔️-1. securities issued by the
federal gov't (U.S. treasury bills, notes, and bonds)
2. municipal securities
3/42
, TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
3. securities issued/regulated by government agencies and government sponsored
entities
4. securities issued by banks and credit union
5. securities issued by non-profits
private placement - Answer✔️✔️-a private offering of debt or equity securities to a small
group of investors
exempt transaction - Answer✔️✔️-a private placement that meets the requirements of
Regulation D, and is not subject to full SEC registration
Regulation D, Rule 504 - Answer✔️✔️-1. non-reporting issuers for small equity offerings
2. small, under 1 million aggregated over 12 months
3. no restriction on the number or type of investors
Regulation D, Rule 505 - Answer✔️✔️-1. open to all issuers (except sketch ones w/
violations)
2. somewhat small, under $5M aggregated over 12 months
3. maximum of 35 non-accredited investors
Regulation D, Rule 506(b) - Answer✔️✔️-1. open to all issuers (except sketch ones w/
violations)
2. no dollar cap
3. maximum of 35 non-accredited investors, but all must be sophisticated or
represented by a "purchaser representative"
4/42
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
FINRA Series 99 Exam Study Guide with
Complete Solutions
ways to raise capital - Answer✔️✔️-1. sell ownership/equity in your company
2. issue debt securities (bonds)
share of stock - Answer✔️✔️-a percentage ownership of the company; a unit of
ownership
debit security/bond - Answer✔️✔️-"a tiny loan" to a company where the issuer promises
to pay back an amount of $ in the future + interest
capital markets - Answer✔️✔️-includes the stock market and the bond market
stock market - Answer✔️✔️-the place where stocks are traded among investors
bond market - Answer✔️✔️-the place where bonds are traded among investors
hire an underwriter or investment banking firm. - Answer✔️✔️-a company must do what
to issue stock?
primary market - Answer✔️✔️-the first time a stock is sold to investors
secondary market - Answer✔️✔️-the place where a stock is traded among investors
broker - Answer✔️✔️-1. acts as a go-between for the buyer and seller
2. earns $ through fees for their services (i.e. commissions)
1/42
,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
dealer - Answer✔️✔️-1. makes trades out of their inventory of stock
2. buys at a lower "bid" price and sells it at a higher "ask" price
3. earns $ through the differences between the ask price and the bid price
registered investment advisors - Answer✔️✔️-individuals or firms that manage the
investment portfolios of individuals, groups, or funds
RIA needs to register with SEC - Answer✔️✔️-if AUM > $110 M
RIA needs to register with the state - Answer✔️✔️-if AUM < $100 M
RIA can register with SEC or state - Answer✔️✔️-if $100 M < AUM < $110 M
The Securities Act of 1933 - Answer✔️✔️-regulates the registration of securities that are
sold to the public
The Securities Act of 1933 - Answer✔️✔️-requires that issuers disclose material
information to investors
The Securities Act of 1933 - Answer✔️✔️-a.k.a. the "Paper Act" because corporations
register their securities through a paper registration statement
The Securities Act of 1933 - Answer✔️✔️-regulates the primary market
The Securities Exchange Act of 1934 - Answer✔️✔️-regulates broker-dealers and how
existing securities are resold in the secondary market
The Securities Exchange Act of 1934 - Answer✔️✔️-a.k.a. the "People Act" because it
regulates people who work in the industry
2/42
,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
The Securities Exchange Act of 1934 - Answer✔️✔️-contains important trading laws,
such as insider trading laws
The Securities Exchange Act of 1934 - Answer✔️✔️-introduced margin requirements
The Securities Exchange Act of 1934 - Answer✔️✔️-created the Securities and Exchange
Commission (SEC) to interpret and enforce securities laws
The Securities Exchange Act of 1934 - Answer✔️✔️-allows securities exchanges and
broker-dealers to regulate themselves
The Securities Exchange Act of 1934 - Answer✔️✔️-requires broker-dealers to register
with the SEC and FINRA
security - Answer✔️✔️-(1) an investment of money that (2) involves a common enterprise
(3) in which the investors expect to make a profit (4) from the efforts of someone other
than themselves
what is not a security? - Answer✔️✔️-1. fixed annuity
2. whole life, term life, universal life, endowment policy
3. gold
4. collectibles, antiques, art
what are securities exempt under the '33 Act? - Answer✔️✔️-1. securities issued by the
federal gov't (U.S. treasury bills, notes, and bonds)
2. municipal securities
3/42
, TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
3. securities issued/regulated by government agencies and government sponsored
entities
4. securities issued by banks and credit union
5. securities issued by non-profits
private placement - Answer✔️✔️-a private offering of debt or equity securities to a small
group of investors
exempt transaction - Answer✔️✔️-a private placement that meets the requirements of
Regulation D, and is not subject to full SEC registration
Regulation D, Rule 504 - Answer✔️✔️-1. non-reporting issuers for small equity offerings
2. small, under 1 million aggregated over 12 months
3. no restriction on the number or type of investors
Regulation D, Rule 505 - Answer✔️✔️-1. open to all issuers (except sketch ones w/
violations)
2. somewhat small, under $5M aggregated over 12 months
3. maximum of 35 non-accredited investors
Regulation D, Rule 506(b) - Answer✔️✔️-1. open to all issuers (except sketch ones w/
violations)
2. no dollar cap
3. maximum of 35 non-accredited investors, but all must be sophisticated or
represented by a "purchaser representative"
4/42
