TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
Series 99 Exam Study Guide with
Complete Solutions
NYSE was founded in - Answer✔️✔️-1792
Securities Act of 1933 - Answer✔️✔️-Covered new issue in primary markets; IPOS; Full
Disclosure; Prospectus; Red Herring
Securities Act of 1934 - Answer✔️✔️-Covered trading in secondary markets. Formed the
SEC; Antifraud Rules; Margin: Regulation T; Registers People (Exchanges, Firms,
Individuals).
Maloney Act of 1938 - Answer✔️✔️-Enabled the creation of non-exchange SROs.
Item - Answer✔️✔️-Date/Number
CHAPTER 1 - OVERVIEW OF REGULATION - Answer✔️✔️-...
NYSE was founded in - Answer✔️✔️-1792
Securities Act of 1933 - Answer✔️✔️-Covered new issue in primary markets; IPOS; Full
Disclosure; Prospectus; Red Herring
Securities Act of 1934 - Answer✔️✔️-Covered trading in secondary markets. Formed the
SEC; Antifraud Rules; Margin: Regulation T; Registers People (Exchanges, Firms,
Individuals).
Maloney Act of 1938 - Answer✔️✔️-Enabled the creation of non-exchange SROs.
1/43
,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
NASD - Answer✔️✔️-Created in 1938 for NASD to act as SRO for OTC market.
Trust Indenture Act of 1939 - Answer✔️✔️-Added security for Bond investors which
requires and agreement (indenture) between the issuing corporation and the trustee
who acts on the behalf of the bond owners.
The Investment Company Act of 1940 - Answer✔️✔️-Covers companies that formed to
pool investor's money, e.g., Open-end Investment companies called Mutual Funds;
More than 100 shareholders; Minimum $100,000 in assets; Annual reports to SEC;
Semiannual reports to Shareholders.
The Investment Advisors Act of 1940 - Answer✔️✔️-Regulate firms that sell their
investment advice for a fee; includes managers of Wrap accounts where a single fee is
paid for investment advice and transaction costs; ABC Test (Advice, Business,
Compensation).
SIPA - Securities Investor Protection Act of 1970 - Answer✔️✔️-Covers industry funded
insurance which covers the customers of BDs (Brokers /Dealers) where a BD might go
bankrupt; $500,000 coverage per Separate Customer; $250,000 limitation on Cash
Coverage; Industry-Funded; Not part of U.S. government.
ERISA - Employee Retirement Income Security Act of 1974 - Answer✔️✔️-Provides
standards for funding, vesting, fiduciary responsibilities of pension and 401(K) plans.
MSRB (Municipal Securities Rulemaking Board) of 1975 - Answer✔️✔️-To write rules and
regulation for the municipal markets.
2/43
,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
Insider Trading Sanctions Act of 1984 - Answer✔️✔️-See below.
Insider Trading Act of 1988 (ITSFEA) - Answer✔️✔️-In response to 1980 scandals of
Insider Trading of material and non-public information. No penalties existed before; now
(a) Criminal from DOJ - $5mm fines and/or 20 years imprisonment; (b) Civil from SEC -
Treble (3x) damages on amount gained or loss avoided; disgorgement of profits; covers
both Tippers and Tippees - any person can be violated of this law; (c) Bounties - May
not exceed 10% of the penalty.
TCPA - Federal Telephone Consumer Protection Act of 1991 - Answer✔️✔️-Discourage
cold callings of consumers and those who calls must maintain a Do NOT Call list. Can
call only from 8 am to 9 pm in customer time zone
Penny Stock Rule of 1991 - Answer✔️✔️-Defined Penny Stocks to be less than $5 and
requires a firm to have a signed disco lure document from buyers stating they
understand the risks.
The USA Patriot Act of 2001 - Answer✔️✔️-"Covers Anti-Money Laundering
CTRs: $10,000 Currency Transaction Reports - Answer✔️✔️-...
SARs: Suspicious Activity Report - Answer✔️✔️-...
CIP Procedures" - Answer✔️✔️-...
FINRA - Answer✔️✔️-"Created in 2007 by merging NYSE and NASD regulatory
functions.
FINRA is the primary SRO for the securities industry." - Answer✔️✔️-...
3/43
, TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
Balance sheet has to be created before filing for IPO registration - Answer✔️✔️-90 days
Disclose share ownership of offers and underwritings as part of pre-filing in IPO -
Answer✔️✔️-If they own at least 10% of the securities
IPO cooling off period after registration process - Answer✔️✔️-20 days
Effective Date in IPO - Answer✔️✔️-20 days after the last amendment in response to a
deficiency letter as part of the IPO
Public Offering Price (POP) in IPO - Answer✔️✔️-Set in the morning of the effective date
and also called the Post Effective Date
In IPO purchaser must be delivered the final Prospectus - Answer✔️✔️-No later than the
time a sale is confirmed
"Prospective Delivery Requirements - Answer✔️✔️-...
(1) Non-reporting (will be listed) - Answer✔️✔️-...
(2) Non-reporting (will not be listed; not an IPO) - Answer✔️✔️-...
(3) Non-reporting (will not be listed but an IPO) - Answer✔️✔️-...
(4) Reporting (currently Listed)" - Answer✔️✔️-"Continue to deliver Prospectus for:
(1) 25 days - Answer✔️✔️-...
(2) 40 days - Answer✔️✔️-...
(3) 90 days - Answer✔️✔️-...
(4) N/A (aftermarket prospectus does NOT apply)" - Answer✔️✔️-...
4/43
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
Series 99 Exam Study Guide with
Complete Solutions
NYSE was founded in - Answer✔️✔️-1792
Securities Act of 1933 - Answer✔️✔️-Covered new issue in primary markets; IPOS; Full
Disclosure; Prospectus; Red Herring
Securities Act of 1934 - Answer✔️✔️-Covered trading in secondary markets. Formed the
SEC; Antifraud Rules; Margin: Regulation T; Registers People (Exchanges, Firms,
Individuals).
Maloney Act of 1938 - Answer✔️✔️-Enabled the creation of non-exchange SROs.
Item - Answer✔️✔️-Date/Number
CHAPTER 1 - OVERVIEW OF REGULATION - Answer✔️✔️-...
NYSE was founded in - Answer✔️✔️-1792
Securities Act of 1933 - Answer✔️✔️-Covered new issue in primary markets; IPOS; Full
Disclosure; Prospectus; Red Herring
Securities Act of 1934 - Answer✔️✔️-Covered trading in secondary markets. Formed the
SEC; Antifraud Rules; Margin: Regulation T; Registers People (Exchanges, Firms,
Individuals).
Maloney Act of 1938 - Answer✔️✔️-Enabled the creation of non-exchange SROs.
1/43
,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
NASD - Answer✔️✔️-Created in 1938 for NASD to act as SRO for OTC market.
Trust Indenture Act of 1939 - Answer✔️✔️-Added security for Bond investors which
requires and agreement (indenture) between the issuing corporation and the trustee
who acts on the behalf of the bond owners.
The Investment Company Act of 1940 - Answer✔️✔️-Covers companies that formed to
pool investor's money, e.g., Open-end Investment companies called Mutual Funds;
More than 100 shareholders; Minimum $100,000 in assets; Annual reports to SEC;
Semiannual reports to Shareholders.
The Investment Advisors Act of 1940 - Answer✔️✔️-Regulate firms that sell their
investment advice for a fee; includes managers of Wrap accounts where a single fee is
paid for investment advice and transaction costs; ABC Test (Advice, Business,
Compensation).
SIPA - Securities Investor Protection Act of 1970 - Answer✔️✔️-Covers industry funded
insurance which covers the customers of BDs (Brokers /Dealers) where a BD might go
bankrupt; $500,000 coverage per Separate Customer; $250,000 limitation on Cash
Coverage; Industry-Funded; Not part of U.S. government.
ERISA - Employee Retirement Income Security Act of 1974 - Answer✔️✔️-Provides
standards for funding, vesting, fiduciary responsibilities of pension and 401(K) plans.
MSRB (Municipal Securities Rulemaking Board) of 1975 - Answer✔️✔️-To write rules and
regulation for the municipal markets.
2/43
,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
Insider Trading Sanctions Act of 1984 - Answer✔️✔️-See below.
Insider Trading Act of 1988 (ITSFEA) - Answer✔️✔️-In response to 1980 scandals of
Insider Trading of material and non-public information. No penalties existed before; now
(a) Criminal from DOJ - $5mm fines and/or 20 years imprisonment; (b) Civil from SEC -
Treble (3x) damages on amount gained or loss avoided; disgorgement of profits; covers
both Tippers and Tippees - any person can be violated of this law; (c) Bounties - May
not exceed 10% of the penalty.
TCPA - Federal Telephone Consumer Protection Act of 1991 - Answer✔️✔️-Discourage
cold callings of consumers and those who calls must maintain a Do NOT Call list. Can
call only from 8 am to 9 pm in customer time zone
Penny Stock Rule of 1991 - Answer✔️✔️-Defined Penny Stocks to be less than $5 and
requires a firm to have a signed disco lure document from buyers stating they
understand the risks.
The USA Patriot Act of 2001 - Answer✔️✔️-"Covers Anti-Money Laundering
CTRs: $10,000 Currency Transaction Reports - Answer✔️✔️-...
SARs: Suspicious Activity Report - Answer✔️✔️-...
CIP Procedures" - Answer✔️✔️-...
FINRA - Answer✔️✔️-"Created in 2007 by merging NYSE and NASD regulatory
functions.
FINRA is the primary SRO for the securities industry." - Answer✔️✔️-...
3/43
, TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
Balance sheet has to be created before filing for IPO registration - Answer✔️✔️-90 days
Disclose share ownership of offers and underwritings as part of pre-filing in IPO -
Answer✔️✔️-If they own at least 10% of the securities
IPO cooling off period after registration process - Answer✔️✔️-20 days
Effective Date in IPO - Answer✔️✔️-20 days after the last amendment in response to a
deficiency letter as part of the IPO
Public Offering Price (POP) in IPO - Answer✔️✔️-Set in the morning of the effective date
and also called the Post Effective Date
In IPO purchaser must be delivered the final Prospectus - Answer✔️✔️-No later than the
time a sale is confirmed
"Prospective Delivery Requirements - Answer✔️✔️-...
(1) Non-reporting (will be listed) - Answer✔️✔️-...
(2) Non-reporting (will not be listed; not an IPO) - Answer✔️✔️-...
(3) Non-reporting (will not be listed but an IPO) - Answer✔️✔️-...
(4) Reporting (currently Listed)" - Answer✔️✔️-"Continue to deliver Prospectus for:
(1) 25 days - Answer✔️✔️-...
(2) 40 days - Answer✔️✔️-...
(3) 90 days - Answer✔️✔️-...
(4) N/A (aftermarket prospectus does NOT apply)" - Answer✔️✔️-...
4/43
