Exam Identity and Study Focus
| Item | Reference |
|---|
| Official vendor/provider | FINRA |
| Official exam title | Series 14 — Compliance Official Qualification Examination |
| Official exam code | Series 14 |
| Page purpose | Independent Quick Reference for candidates preparing for the real exam |
The Series 14 is a compliance-official exam. Expect scenario questions that test whether you can identify the governing rule set, the responsible party, the required supervisory response, the records needed, and the escalation or reporting obligation.
Use this page to review decision points quickly. Confirm current rule text and your firm’s procedures when applying these concepts in practice.
Scenario Triage Framework
For most Series 14 questions, classify the fact pattern before trying to recall details.
flowchart TD
A[Fact pattern] --> B{Who is involved?}
B --> C[Customer / retail investor]
B --> D[Associated person]
B --> E[Issuer / syndicate / affiliate]
B --> F[Trading desk / market center]
B --> G[Operations / books and records]
C --> H{Recommendation?}
H -->|Yes| I[Reg BI, suitability, disclosure, conflicts, documentation]
H -->|No| J[Account rules, communications, order handling, antifraud]
D --> K{Personal activity?}
K -->|Outside business| L[OBA review and approval process]
K -->|Private securities transaction| M[PST notice, compensation, firm approval/supervision]
K -->|Personal account| N[Employee account controls, preclearance, review]
E --> O[Underwriting, conflicts, IPO rules, Reg M, research, MNPI barriers]
F --> P[Best execution, trade reporting, Reg NMS, Reg SHO, manipulation controls]
G --> Q[SEA books/records, net capital, customer protection, confirmations, statements]
Regulatory Map
| Source | Primary role | High-yield Series 14 focus |
|---|
| FINRA | SRO for broker-dealers and associated persons | Supervision, sales practice, communications, registration, reporting, trade reporting, disciplinary process |
| SEC | Federal securities laws and broker-dealer regulation | Securities Act, Exchange Act, Reg BI, books/records, financial responsibility, Reg M, Reg SHO, Reg NMS, Reg S-P |
| MSRB | Municipal securities dealer and municipal advisor rules | Fair dealing, municipal supervision, political contributions, pricing, suitability, disclosures, EMMA/RTRS concepts |
| Federal Reserve / Reg T | Credit extension in securities accounts | Initial margin concepts, cash vs margin account issues, extensions of credit |
| FinCEN / BSA / OFAC | Financial crime and sanctions controls | AML program, CIP, CDD, suspicious activity, sanctions screening |
| SIPC | Customer protection if broker-dealer fails | Missing securities/cash coverage concept; not protection from market loss |
| Exchanges and clearing agencies | Market rules, listing/trading standards, clearance and settlement | Trading controls, short sale and locate issues, operational risk |
| State regulators | State securities law overlay | Blue sky concepts, state action risk, dual federal/state concerns |
Compliance Official Role: What the Exam Tests
| Area | Compliance official mindset |
|---|
| Policies | Are written policies tailored to the firm’s business, products, customers, and risks? |
| Supervision | Who is the designated supervisor, and what evidence shows review occurred? |
| Testing | Are procedures tested independently enough to detect failures? |
| Escalation | What must be escalated to legal, AML, senior management, regulators, or the board? |
| Conflicts | Has the conflict been eliminated, mitigated, disclosed, or supervised? |
| Documentation | Can the firm prove what it knew, reviewed, approved, rejected, and reported? |
| Remediation | Were affected customers identified, corrected, and monitored for recurrence? |
| Training | Were associated persons trained on the relevant rule, product, and red flags? |
Supervision and Control Rules
| Topic | Core concept | Exam trap |
|---|
| Written Supervisory Procedures | WSPs must describe how the firm supervises its business, who performs reviews, and how evidence is retained | Generic WSPs are not enough if the firm’s actual business is more complex |
| Designated supervisors | Supervisory responsibility must be assigned to qualified principals or supervisors | Compliance staff can monitor, but business supervisors cannot outsource accountability entirely |
| Branch and OSJ supervision | Offices must be classified and inspected based on business activity and risk | A small or remote office can still be high risk |
| Correspondence review | Firm must supervise incoming and outgoing correspondence based on risk and procedure | “Electronic” does not avoid supervision |
| Internal inspections | Reviews should test whether procedures are followed, not merely whether procedures exist | Self-review conflicts require controls |
| Supervisory control system | Independent review/testing of supervisory systems and reporting to senior management | Same person who created a process should not be the only tester of its effectiveness |
| CEO certification | Certification process focuses on maintaining and reviewing policies and supervisory procedures | It is not a personal guarantee that no violation occurred |
| Taping rule | Applies to firms with concentrations of associated persons from disciplined firms, subject to FINRA rule conditions | Do not confuse with ordinary call recording policies |
| Heightened supervision | Used for higher-risk associated persons, branches, products, or patterns | Must be specific, documented, and actually performed |
Customer and Account Lifecycle
| Stage | Required compliance focus | Red flags |
|---|
| Prospecting | Communications, fair and balanced presentation, no promissory statements | Guarantees, cherry-picked performance, exaggerated credentials |
| Account opening | CIP, customer profile, risk tolerance, investment objectives, capacity, authority | Incomplete beneficial owner/control person information, reluctance to provide ID |
| Account approval | Product eligibility, options/margin/discretionary approvals if applicable | Trading begins before required approvals |
| Recommendations | Reg BI, care, conflict, disclosure, reasonable basis | Recommendation inconsistent with customer profile |
| Trading | Best execution, order handling, trade reporting, confirmations | Pattern of late, cancelled, or corrected trades |
| Ongoing review | Statements, complaints, changes in customer status, unusual activity | Elder exploitation, sudden wire activity, new third-party instructions |
| Termination/transfer | ACATS/transfer controls, restricted accounts, complaint preservation | Blocking transfers without valid basis |
Regulation Best Interest and Suitability
| Concept | Key point | Common trap |
|---|
| Reg BI applies to | Broker-dealer recommendations to retail customers | It is triggered by a recommendation, not every interaction |
| Disclosure obligation | Material facts about scope, fees, costs, conflicts, and capacity must be disclosed | Disclosure alone does not cure all conflicts |
| Care obligation | Must understand risks, rewards, costs, and alternatives reasonably available | Lowest-cost product is not always required, but cost must be considered |
| Conflict obligation | Conflicts must be identified and addressed through mitigation, elimination, or disclosure | Sales contests and compensation grids create exam-relevant conflicts |
| Compliance obligation | Firm must have policies reasonably designed to achieve Reg BI compliance | A rep-level explanation is insufficient without firm procedures |
| FINRA suitability | Still relevant for non-retail customers, institutional accounts, and rule overlays | Do not assume Reg BI eliminated all suitability analysis |
| Institutional suitability | Customer sophistication and independent evaluation matter | Institutional status does not excuse misleading recommendations |
| Unsolicited order | Customer initiates without recommendation | Unsolicited does not excuse AML, manipulation, or account review duties |
Account Authority and Discretion
| Situation | Treatment |
|---|
| Time and price discretion only | Generally treated differently from full investment discretion when limited to execution timing/price |
| Full discretionary authority | Requires written customer authorization and firm/principal acceptance under applicable procedures |
| Third-party trading authority | Verify legal authority, written authorization, and account records |
| Power of attorney | Review scope, validity, and potential elder exploitation or undue influence |
| Margin authority | Requires margin agreement and approval; margin risk disclosure matters |
| Options authority | Requires specific approval based on options experience, objectives, financial status, and risk tolerance |
Communications With the Public
| Category | Typical definition | Supervision focus |
|---|
| Retail communication | Communication to more than a limited number of retail investors within the rule period | Principal approval, fair/balanced content, filing when required |
| Correspondence | Written or electronic communication to a limited number of retail investors | Risk-based review and retention |
| Institutional communication | Communication only to institutional investors | Procedures to prevent improper retail distribution |
| Public appearance | Seminars, media, webinars, unscripted appearances | Training, supervision, recordkeeping when required |
| Social media static content | Profile pages, posts that remain posted and are controlled by the firm/person | Treat like retail communication if retail audience |
| Social media interactive content | Real-time or interactive posts | Supervise under interactive-use procedures; retain records |
| Testimonials/endorsements | Statements from customers or third parties | Required disclosures, conflicts, compensation, and no misleading implications |
Communication Content Checklist
| Requirement | What to look for |
|---|
| Fair and balanced | Benefits and risks presented together |
| No false or misleading statements | No omissions that make statements misleading |
| Reasonable basis | Claims supported by data or reasonable assumptions |
| Prominently disclosed risks | Especially for complex, illiquid, leveraged, speculative, or tax-sensitive products |
| No exaggerated predictions | Avoid guarantees, projections without basis, and promissory language |
| Proper product naming | Do not blur mutual funds, ETFs, annuities, bank products, crypto assets, or insured deposits |
| Performance standards | Include required context, time periods, assumptions, and limitations |
| Record retention | Retain final versions, approvals, and evidence of review |
Associated Person Conduct
| Topic | Rule logic | Exam distinction |
|---|
| Outside business activity | Activity outside the firm, whether securities-related or not, must be disclosed and reviewed under firm procedures | OBA may become PST if securities transactions are involved |
| Private securities transaction | Securities transaction outside regular employment; written notice required; compensation changes treatment | If approved and compensated, firm must supervise as if on its books |
| Borrowing/lending with customers | Generally prohibited unless permitted under rule conditions and firm procedures | Personal relationships do not automatically make it acceptable |
| Gifts and gratuities | Limits and policies apply to business-related gifts | Entertainment is analyzed differently if host is present and business purpose is documented |
| Noncash compensation | Particularly relevant for investment company securities, variable products, and public offerings | Sales contests tied to specific products are high risk |
| Political contributions | Pay-to-play restrictions can affect municipal and advisory business | Contributions by covered persons may trigger business restrictions |
| Personal trading | Employee accounts, restricted lists, watch lists, preclearance, and duplicate confirmations | MNPI and front-running issues are central |
| Heightened supervision | Tailored monitoring for higher-risk individuals | A memo saying “heightened supervision” is not enough without actual steps |
OBA vs PST Quick Distinction
| Question | OBA | PST |
|---|
| Is the activity outside the firm? | Yes | Yes |
| Does it involve a securities transaction? | Not necessarily | Yes |
| Is compensation relevant? | Relevant for risk review | Determines whether firm must record/supervise as firm business if approved |
| Is prior written notice expected? | Yes, under firm procedures/rule requirements | Yes |
| Example | Paid tax preparation business | Selling private placement interests away from the firm |
AML, Sanctions, and Financial Crime
| Component | Compliance expectation | Exam red flags |
|---|
| AML program | Written policies, AML officer, training, independent testing, risk-based controls | No testing, outdated risk assessment, unclear escalation |
| Customer Identification Program | Collect and verify identifying information before or within permitted account-opening process | Customer avoids ID, uses nominee, inconsistent documents |
| Customer Due Diligence | Understand customer nature, purpose, beneficial ownership/control where applicable | Shell entities, complex ownership, foreign high-risk jurisdictions |
| Suspicious activity monitoring | Detect, investigate, escalate, and file when required | Structuring, rapid in/out wires, penny-stock liquidation, third-party wires |
| OFAC/sanctions | Screen customers, counterparties, and transactions against sanctions requirements | Potential hit ignored or cleared without documentation |
| Currency activity | Cash transactions require special controls and reporting analysis | Multiple cash deposits just below reporting levels |
| Elder exploitation | Unusual withdrawals, new caregivers, sudden beneficiaries, confusion | May require temporary holds, trusted contact, and escalation under firm procedures |
| Cyber-enabled fraud | Account takeover, email compromise, altered wire instructions | Verify through trusted channels; preserve evidence |
Complaints, Reporting, and Escalation
| Event | Compliance response |
|---|
| Written customer complaint | Log, investigate, supervise, retain, and report when required |
| Oral complaint | May not trigger the same formal definition, but should still be reviewed for risk |
| Regulatory inquiry | Preserve documents, coordinate response, meet deadlines, avoid incomplete responses |
| FINRA information request | Rule-based obligation to provide information and testimony when properly requested |
| U4 disclosure event | Determine whether amendment is required; do not delay based on reputational concerns |
| U5 termination disclosure | Must be accurate, complete, and timely under applicable rules |
| Internal investigation | Preserve privilege where applicable, document findings, remediate control failures |
| Statutory disqualification issue | Escalate immediately; affects association and membership considerations |
| Customer restitution | Correct affected accounts and evaluate whether systemic reporting is required |
Trading and Market Conduct
| Area | Core rule concept | Common exam trap |
|---|
| Best execution | Use reasonable diligence to obtain the most favorable terms reasonably available | Payment for order flow does not eliminate best-execution duty |
| Order handling | Follow order instructions, priority, display, routing, and cancellation procedures | “Not held” orders still require supervision |
| Trading ahead / Manning | Firm must not trade for its own account ahead of customer limit orders in a prohibited way | Principal capacity does not avoid the rule |
| Front-running | Trading based on advance knowledge of customer or research activity is prohibited | Applies even if trade is profitable for customer later |
| Market manipulation | Wash trades, matched orders, marking the close, layering/spoofing, rumor-based trading | Intent and pattern evidence matter |
| Reg NMS | Order protection, access, sub-penny, and market data concepts | Best execution is broader than trade-through compliance |
| Reg SHO | Locate, marking long/short/short exempt, close-out rules | “Easy-to-borrow” lists require controls |
| Trade reporting | Equity, corporate bond, agency, and municipal transactions have reporting systems and timing rules | Reporting and settlement are different concepts |
| TRACE | Corporate and agency debt transaction reporting | Do not confuse with MSRB RTRS |
| RTRS / EMMA | Municipal trade reporting and municipal disclosure access concepts | Municipal rules are MSRB-based, not FINRA-only |
| Market access | Pre-trade risk controls for direct or sponsored market access | Cannot rely only on post-trade surveillance |
| Short tender / Reg M | Distribution-period restrictions prevent manipulative activity | Stabilization and syndicate covering have specific conditions |
Trade Capacity and Compensation
| Capacity | Customer disclosure issue | Compensation form |
|---|
| Agency | Firm acts as agent for customer | Commission or commission equivalent |
| Principal | Firm sells from or buys into its own account | Markup or markdown |
| Riskless principal | Firm offsets customer order with contemporaneous offsetting trade | Treated with special confirmation and markup disclosure considerations |
| Underwriter | Firm participates in distribution | Underwriting spread, selling concession, syndicate compensation |
| Market maker | Firm stands ready to buy/sell | Spread; conflicts and quote obligations matter |
Markup / Markdown Reference
Markup and markdown analysis generally compares the customer price to the prevailing market price, not the firm’s original cost if that cost is stale or not representative.
\[
\text{Markup \%} = \frac{\text{Customer price} - \text{Prevailing market price}}{\text{Prevailing market price}} \times 100
\]\[
\text{Markdown \%} = \frac{\text{Prevailing market price} - \text{Customer price}}{\text{Prevailing market price}} \times 100
\]
High-yield trap: a “5% policy” is a guideline, not a safe harbor. The fairness of compensation depends on facts such as product type, price, service, availability, risk, and execution.
Margin and Credit Concepts
| Formula / concept | Quick reference |
|---|
| Long account equity | Long market value minus debit balance |
| Short account equity | Credit balance minus short market value |
| Reg T | Federal initial margin framework for securities credit |
| Maintenance margin | Ongoing equity requirement; FINRA/exchange/house rules may apply |
| SMA | Special Memorandum Account; represents buying power, not cash |
| Restricted account | Equity below initial requirement but above maintenance |
| Margin call | Demand for additional equity or reduction of debit/short exposure |
| Hypothecation | Firm pledging customer margin securities subject to limits and agreements |
| Portfolio margin | Risk-based margining for approved accounts/products |
\[
\text{Long Equity} = \text{Long Market Value} - \text{Debit Balance}
\]\[
\text{Short Equity} = \text{Credit Balance} - \text{Short Market Value}
\]
Exam trap: margin approval is not only a credit decision. It also raises suitability, disclosure, risk tolerance, concentration, and liquidation authority issues.
Investment Company, Variable Product, and Retirement Account Controls
| Product / account | Compliance focus | Common trap |
|---|
| Mutual funds | Breakpoints, letters of intent, rights of accumulation, share class suitability | Recommending higher-cost share class without rationale |
| ETFs | Market price vs NAV, intraday trading, leverage/inverse risks | Treating all ETFs like plain index funds |
| Variable annuities | Surrender charges, tax deferral, riders, subaccounts, replacement analysis | Ignoring existing contract benefits and surrender period |
| 529 plans | State tax benefits, fees, investment objective, beneficiary needs | Recommending out-of-state plan without documenting rationale |
| Retirement rollovers | Costs, services, investment options, conflicts, customer profile | Rollover recommendation requires Reg BI care analysis |
| Complex products | Options, structured notes, leveraged/inverse funds, private REITs | Extra training, approval, disclosures, and surveillance needed |
| Cash sweep | Bank vs money market vs brokerage cash features | FDIC and SIPC protections are different |
\[
\text{Public Offering Price} = \frac{\text{NAV}}{1 - \text{Sales Charge \%}}
\]\[
\text{Sales Charge \%} = \frac{\text{POP} - \text{NAV}}{\text{POP}} \times 100
\]
Options and Complex Products
| Area | Compliance requirement |
|---|
| Account approval | Options account must be approved based on financial status, experience, objectives, and risk tolerance |
| Options agreement | Required under options account procedures |
| Disclosure | Options disclosure document and product-specific risk disclosures |
| Levels of approval | Strategy approval should match customer sophistication and risk capacity |
| Principal review | Transactions and accounts reviewed under options supervision procedures |
| Spreads/straddles | Require understanding of margin, assignment, exercise, and tax consequences |
| Naked options | High risk; require stronger approval and margin controls |
| Complex products generally | Product committee, training, due diligence, concentration monitoring, and exception reports |
Research, Investment Banking, and MNPI
| Topic | Rule logic | Red flags |
|---|
| Equity research | Controls over analyst independence, conflicts, disclosures, and investment banking influence | Banker edits recommendation or price target |
| Debt research | Similar conflict principles with debt-specific exemptions and institutional treatment | Institutional-only assumptions applied to retail distribution |
| Research disclosures | Firm ownership, market making, compensation, conflicts, ratings distribution where required | Missing or buried disclosures |
| Quiet periods | Restrictions can apply around offerings and research publication | Publishing to support a distribution |
| Information barriers | Prevent misuse of MNPI between banking, research, trading, and sales | Wall-crossing not documented |
| Restricted/watch lists | Control trading, research, and solicitation where firm has sensitive information | Traders unaware of restrictions |
| Insider trading | Trading while aware of MNPI or tipping others is prohibited | “Rumor” may still be MNPI depending on source and facts |
| Personal trading | Preclearance and surveillance protect against misuse of information | Employee trades before research release or client block order |
New Issues, Underwriting, and Capital Markets
| Area | Compliance focus |
|---|
| Securities Act registration | Registered offering requires prospectus and disclosure compliance |
| Exempt offerings | Exemption from registration does not eliminate antifraud, suitability, Reg BI, AML, or supervision duties |
| Private placements | Reasonable investigation, investor qualification, use of proceeds, compensation, conflicts |
| Regulation D | Private offering framework; accredited investor and general solicitation conditions matter |
| Rule 144A | Resales to qualified institutional buyers; institutional market focus |
| Restricted/control securities | Resale limits and legend/removal controls |
| FINRA corporate financing rules | Underwriting compensation, conflicts, filing/review when applicable |
| Conflicts of interest offerings | Additional disclosure, qualified independent underwriter concepts where required |
| IPO allocations | Restricted persons, spinning, quid pro quo, and allocation records |
| Reg M | Distribution-period anti-manipulation controls for issuers, selling shareholders, underwriters, and market participants |
| Stabilization | Permitted only under specific conditions and disclosure/record requirements |
| Syndicate records | Allocation, concessions, penalty bids, covering transactions, confirmations |
Municipal Securities Quick Reference
| MSRB area | Core point | Exam trap |
|---|
| G-17 fair dealing | Dealer must deal fairly and not mislead | Applies to all municipal securities activities |
| G-19 suitability | Suitability obligations for municipal recommendations | Institutional analysis still matters |
| G-20 gifts/gratuities | Business-related gift restrictions and noncash compensation controls | Municipal rules are separate from FINRA rules |
| G-27 supervision | Municipal securities supervisory system and WSPs | Municipal principal responsibilities matter |
| G-30 prices/commissions | Fair and reasonable prices and compensation | Markup fairness applies to muni context |
| G-32 disclosures | Primary offering disclosure delivery concepts | Official statement access and timing are tested conceptually |
| G-37 political contributions | Pay-to-play restrictions for municipal securities business | Small contribution exceptions are not a broad safe harbor |
| G-42 municipal advisors | Duties when acting as municipal advisor | Underwriter and municipal advisor roles are different |
| EMMA | Public access to municipal disclosures and market information | EMMA is not the trade reporting system itself |
| RTRS | Municipal transaction reporting system | Do not confuse with TRACE |
Municipal Dealer vs Municipal Advisor
| Role | Duty profile |
|---|
| Underwriter / dealer | Fair dealing, disclosure of role and conflicts, no misleading statements |
| Municipal advisor | Advisor duty framework, including obligations to municipal entity clients |
| Placement agent | Analyze whether acting as dealer, underwriter, advisor, or solicitor |
| Associated person | Registration, qualification, supervision, and political contribution controls may apply |
High-yield trap: a firm cannot avoid municipal advisor analysis just by labeling itself “underwriter” if its conduct crosses into advice outside the underwriting role.
Books, Records, and Customer Protection
| Area | Compliance focus |
|---|
| SEA books and records | Create and preserve required records of accounts, orders, trades, communications, approvals, complaints, and financial data |
| Electronic records | Must be preserved, accessible, and protected from improper alteration/destruction |
| Order tickets | Terms, time, capacity, account, representative, and execution information |
| Confirmations | Capacity, price, compensation, settlement, and required disclosures |
| Account statements | Accurate positions, money balances, activity, and disclosures |
| Customer protection | Possession/control of fully paid and excess margin securities; reserve computation concepts |
| Net capital | Minimum liquid capital framework; nonallowable assets and haircuts matter |
| FOCUS and financial reporting | Broker-dealer financial reporting and supplemental reporting controls |
| SIPC | Protects eligible customer property if broker-dealer fails; does not insure against market loss |
| Business continuity | Written plan, emergency contacts, data backup, alternate communications |
Net Capital Concept
\[
\text{Net Capital} = \text{Net Worth} + \text{Allowable Adjustments} - \text{Nonallowable Assets} - \text{Haircuts}
\]
Exam trap: net capital is a liquidity-based regulatory measure, not the same as GAAP net income or ordinary balance-sheet equity.
Registration, Licensing, and Continuing Education
| Topic | Compliance review point |
|---|
| Registration category | Associated person must hold registrations matching actual functions |
| Principal registration | Supervisory approval requires appropriately registered principal where rules require it |
| Form U4 | Accurate disclosures and timely amendments |
| Form U5 | Accurate termination reason and reportable events |
| Fingerprinting | Required for covered associated persons |
| Continuing education | Regulatory Element and Firm Element processes |
| Statutory disqualification | Requires escalation and may limit association |
| Permissive registrations | Must still be supervised and maintained under firm procedures |
| Branch registration | Office classification affects registration and inspection requirements |
Product and Activity Selection Matrix
| If the scenario involves… | Think first about… | Then check… |
|---|
| Retail recommendation | Reg BI | Costs, alternatives, conflicts, documentation |
| Institutional recommendation | Suitability | Sophistication and independent evaluation |
| Email/social post | Communications rules | Category, approval, retention, filing |
| Employee side business | OBA/PST | Notice, approval, compensation, supervision |
| Private placement | Due diligence | Investor status, conflicts, commissions, disclosures |
| IPO allocation | New issue rules | Restricted persons, spinning, records |
| Research report | Research conflict rules | Banking influence, disclosures, quiet periods |
| Muni bond sale | MSRB rules | Fair dealing, pricing, suitability, EMMA/RTRS |
| Short sale | Reg SHO | Locate, marking, close-out, aggregation unit |
| Large customer order | Best execution / front-running | Information barriers, order handling |
| Suspicious wires | AML/OFAC | Escalation, SAR analysis, account restrictions |
| Customer complaint | Complaint procedures | Reporting, retention, remediation |
| Financial shortfall | Net capital/customer protection | Notices, restrictions, books/records |
| Cyber intrusion | BCP/cyber/Reg S-P | Customer notice analysis, evidence preservation |
High-Yield Distinctions
| Distinction | Correct exam approach |
|---|
| Compliance vs supervision | Compliance designs, tests, advises, and monitors; supervisors approve and control business activity |
| Disclosure vs mitigation | Some conflicts require mitigation or elimination; disclosure alone may be insufficient |
| Recommendation vs education | Education can become a recommendation when tailored to induce action |
| Unsolicited vs solicited | Unsolicited orders still require truthful communications, AML controls, and proper order handling |
| Correspondence vs retail communication | Audience size and distribution determine category; forwarding can change treatment |
| OBA vs PST | Securities transaction outside the firm points to PST analysis |
| Agency vs principal | Compensation and confirmation disclosure differ |
| Markup vs commission | Principal trade uses markup/markdown; agency trade uses commission |
| TRACE vs RTRS | TRACE for corporate/agency debt; RTRS for municipal securities |
| EMMA vs official statement | EMMA is the access platform; official statement is the disclosure document |
| SIPC vs FDIC | SIPC is broker-dealer failure protection; FDIC is bank deposit insurance |
| Margin call vs Reg T extension | Different timing/authority concepts; do not merge them |
| Private placement exemption vs antifraud | Exemption from registration is not exemption from antifraud or suitability duties |
| Research vs sales material | Research has analyst-conflict rules; sales material still has communications standards |
| Underwriter vs municipal advisor | Role, duty, and conflict analysis differ |
Exam-Day Rule Application Checklist
When a Series 14 question gives a messy fact pattern, answer in this order:
- Identify the activity: recommendation, communication, trade, offering, employee conduct, account event, complaint, financial responsibility issue.
- Identify the customer type: retail, institutional, municipal entity, issuer, affiliate, employee, senior/vulnerable investor.
- Identify the governing regime: FINRA, SEC, MSRB, BSA/AML, margin, books/records, exchange rules.
- Find the required control: approval, disclosure, supervision, testing, filing, reporting, restriction, escalation.
- Check conflicts: compensation, proprietary product, banking relationship, affiliate, political contribution, MNPI.
- Check records: approval evidence, correspondence, order ticket, complaint file, surveillance exception, investigation memo.
- Choose the most protective compliant answer: stop, escalate, document, remediate, and report when required.
Practical Next Step
Use this Quick Reference to build short practice drills: take one scenario at a time, name the rule area, identify the responsible supervisor or compliance function, state the required record, and decide whether escalation or reporting is required. Then move into full-length Series 14 practice questions to test timing and application under exam conditions.