Series 66 — Uniform Combined State Law Examination Cheat Sheet

Compact independent Cheat sheet for NASAA Series 66 — Uniform Combined State Law Examination candidates: state law, adviser rules, ethics, products, suitability, and formulas.

Use the tables for a quick pre-exam check. Expand a topic’s notes for explanations, examples, and additional distinctions.

Scope and study context
ItemReference
Official providerNASAA
Official exam titleSeries 66 — Uniform Combined State Law Examination
Official exam codeSeries 66
Page purposeIndependent Cheat Sheet for final review, scenario drills, and formula refresh
Best useRead once for structure, then use the tables to classify practice-question facts quickly

The Series 66 blends state securities law, investment adviser regulation, ethical practices, investment products, portfolio concepts, taxation, and client suitability. Most missed questions come from confusing similar legal labels, ignoring capacity, or treating an exempt security as if every transaction in it is exempt.

A quick review helps you recognize patterns, but the Series 66 is won by applying rules under pressure. After reviewing this page, use independent companion practice in this sequence:

  1. Topic drills for definitions, exemptions, ethics, and products.
  2. Mixed question-bank sets to practice switching between law and recommendation questions.
  3. Mock exams to build timing and endurance.
  4. Detailed explanations to fix the reason behind each miss.
  5. Error log review for repeated traps such as exempt transactions, IA/IAR status, and unsuitable recommendations.

Practical next step: start a focused set of original practice questions on your weakest Series 66 topic, then review every explanation until you can state why each wrong answer is wrong.

High-Yield Map

AreaWhat to recognize fastCommon exam trap
Persons and registrationBroker-dealer, agent, investment adviser, investment adviser representative, issuer, AdministratorAn individual can be an agent, IAR, both, or neither depending on activity and compensation
State jurisdictionOffer, sale, advice, place of business, client residenceAnti-fraud applies even when registration is not required
ExemptionsExempt securities vs exempt transactions vs federal covered securitiesExempt transaction does not make the security exempt for later trades
Adviser conductFiduciary duty, conflicts, custody, discretion, fees, contracts, disclosureDisclosure alone is not enough if conflict is misleading or not consented to where required
Broker-dealer conductFair dealing, suitability/best interest, supervision, commissions, customer authorizationUnauthorized trading and excessive trading are unethical even if profitable
ProductsBonds, funds, annuities, options, alternatives, insurance, retirement accountsVariable products are securities; fixed insurance products generally are not
Portfolio theoryRisk, return, diversification, beta, alpha, standard deviation, correlationDiversification reduces unsystematic risk, not market/systematic risk
Tax and planningCapital gains, retirement accounts, muni/Treasury taxation, estate/account ownershipTax-advantaged is not automatically suitable

Persons, Registration, and Jurisdiction

Core State Law Definitions

TermExam-ready definitionKey exclusions or limits
SecurityBroad investment instrument: stock, bond, note, debenture, investment contract, limited partnership interest, option, variable annuity, variable life, fractional oil/gas interestFixed annuity, fixed life insurance, collectibles, commodities futures, and currency are generally not securities unless structured as an investment contract
Investment contractInvestment of money in a common enterprise with expectation of profits primarily from others’ effortsUsed to catch nontraditional schemes
Broker-dealerPerson engaged in effecting securities transactions for customer accounts or own accountAgent, issuer, and certain institutions or persons with no state presence dealing only with institutions may be excluded
AgentIndividual who represents a broker-dealer or issuer in effecting securities transactionsClerical personnel are not agents merely for administrative work
IssuerPerson who issues or proposes to issue a securityIssuer is not a broker-dealer merely because it issues securities
Investment adviserFor compensation, engaged in business of advising others about securities or issuing securities analysis/reportsLawyers, accountants, teachers, engineers, and broker-dealers may be excluded when advice is incidental and no special advisory compensation is received
Investment adviser representativeIndividual associated with an adviser who gives advice, manages accounts, solicits advisory services, determines recommendations, or supervises such personsClerical/ministerial employees are excluded
Federal covered adviserAdviser registered with the SEC or otherwise treated as covered under federal lawStates generally use notice filing and IAR registration, not state adviser registration
AdministratorState securities regulator under the Uniform Securities Act frameworkCan investigate, issue orders, require filings, and seek court action; still subject to procedural limits
Notes and examples

Three-Part Investment Adviser Test

A person is generally an investment adviser when all three are present:

ElementMeaningTrap
AdviceAdvice, reports, analysis, or recommendations about securitiesGeneral budgeting alone is not securities advice; asset allocation involving securities usually is
BusinessAdvice is part of regular business activityOne isolated conversation may not create adviser status
CompensationAny economic benefit, direct or indirectCompensation does not need to be a separate advisory fee

Broker-Dealer vs Investment Adviser Capacity

Fact patternLikely capacityWhy it matters
Executes customer trades for commissionsBroker-dealer/agentTransaction-based compensation and order execution
Provides portfolio allocation advice for an annual asset-based feeInvestment adviser/IAROngoing compensated securities advice
Broker gives incidental advice while recommending a trade, paid only commissionBroker-dealer capacityAdviser exclusion may apply if advice is solely incidental and no special compensation
Financial planner charges a planning fee and recommends mutual fundsInvestment adviser/IARCompensation plus securities recommendations
Insurance producer sells fixed annuity onlyUsually insurance capacity, not securitiesFixed annuity is generally not a security
Insurance producer sells variable annuitySecurities capacity alsoVariable annuity is a security

Registration Decision Table

Person or entityState registration usually required whenNot usually required when
Broker-dealerHas office in state or effects securities transactions with noninstitutional state residentsNo place of business in state and deals only with specified institutions, issuers, other broker-dealers, or other excluded parties
Agent of broker-dealerRepresents a broker-dealer in securities transactions in the statePerforms only clerical/ministerial duties
Agent of issuerRepresents issuer in nonexempt securities transactions, especially compensated sales activityRepresents issuer in many exempt securities or exempt transactions where agent definition exclusion applies
State-registered investment adviserMeets adviser definition and is not federal covered or excludedExcluded professional, publisher, broker-dealer incidental advice, or de minimis/no-place-of-business situation
Federal covered adviserUsually files notice with state if requiredState cannot require full adviser registration
IAR of state adviserGives advice, solicits advisory clients, manages portfolios, or supervises those activities in stateClerical/minimal activity only
IAR of federal covered adviserOften state registration if the IAR has a place of business in the stateNo place of business in the state, subject to federal/state framework

Federal vs State Adviser Registration

Adviser typeGeneral exam treatmentState role
Small adviserGenerally state regulated unless an exemption appliesState registration and examination authority
Mid-sized adviserGenerally state regulated if the state requires registration and examines advisersState registration unless federal rule exception applies
Large adviserGenerally SEC registered/federal coveredState notice filing, fees, anti-fraud authority, and IAR registration where applicable
Private fund adviserMay have federal or state exemptions depending on factsNotice/exempt reporting may appear in questions
Federal covered adviserNot state-registered as an adviserStates may require notice filing and regulate fraud

Jurisdiction: When a State Can Act

TriggerState jurisdiction likely?Notes
Offer originates in the stateYesEven if buyer is elsewhere
Offer is directed into the stateYesIncludes communications targeted to state residents
Sale accepted in the stateYesAcceptance location matters
Investment advice provided from the stateYesAdviser location can create jurisdiction
Investment advice directed to state residentsYesClient residence can matter
Bona fide out-of-state publication not targeted to the stateOften no offer in the stateAvoid treating all media as state-directed
Exempt security or exempt transactionAnti-fraud still appliesExemption usually affects registration, not fraud liability

“Sale” and “Offer” Traps

SituationUsually treated as
Contract to sell or disposition for valueSale
Security given as a bonus with purchase of another itemSale
Gift of assessable stockSale, because recipient may assume liability
Stock dividend with no considerationNot a sale
Pledge of securities as loan collateralUsually not a sale
Merger/share exchangeAnalyze consideration and statutory treatment
Solicitation of interest before registrationOffer; may be restricted unless permitted

Investment Adviser Status: Three-Part Test

A person is likely acting as an investment adviser when all three are present:

  1. Advice or analysis about securities
  2. As a business
  3. For compensation

Compensation Is Broad

Compensation does not have to be a separate line-item “advisory fee.” It can include:

  • Flat planning fees
  • Asset-based fees
  • Subscription fees
  • Referral fees
  • Wrap fees
  • Indirect economic benefit

Common IA Exclusions Tested

Exclusion PatternKey Limitation
Lawyers, accountants, teachers, engineersAdvice must be incidental to the profession
Broker-dealersAdvice must be incidental to brokerage business and no special advisory compensation
PublishersMust be bona fide, general, regular, and not tailored to individual needs
Banks and certain financial institutionsTreatment depends on the law being tested and facts
Federal covered advisersNot state-registered as advisers, but states may require notice filings and IAR registration where applicable

Securities Registration and Exemptions

Three Registration Concepts

MethodUsed forKey idea
Notice filing / federal covered noticeFederal covered securities, such as many exchange-listed securities, investment company securities, and certain private offeringsState cannot require full registration but may require filings/fees and retains anti-fraud power
CoordinationSecurities also registered with the SECState effectiveness coordinates with federal registration
QualificationSecurities registered directly with the state when no simpler method fitsMost detailed state review
Notes and examples

Federal Covered Securities

CategoryExam significance
Exchange-listed securities and securities equal/senior to listed securitiesState registration preempted
Investment company securities, including mutual fundsState registration preempted; notice filing may apply
Certain exempt offerings, including common private placement structuresState registration preempted; notice filing and anti-fraud remain
Securities sold to qualified purchasers under federal lawState registration preempted

Exempt Securities vs Exempt Transactions

ConceptWhat is exempt?What still applies?Example
Exempt securityThe security itself is exempt from state registrationAnti-fraud, agent/adviser rules where applicableU.S. government bond
Exempt transactionOnly that specific transaction is exemptAnti-fraud; later transactions may need registration/exemptionIsolated nonissuer sale
Federal covered securityState registration is preempted by federal lawAnti-fraud and possible notice filingMutual fund shares

Common Exempt Securities

SecurityWhy it is testedTrap
U.S. government and agency securitiesHigh-quality government issuerGovernment exempt does not permit fraud
Municipal securitiesGovernmental issuerAgents and broker-dealers may still need registration
Canadian government/provincial securitiesCommon USA-style exemptionDo not overextend to every foreign corporate issuer
Bank, savings institution, trust company securitiesRegulated financial institutionBank-issued security may be exempt; bank as broker-dealer is separate issue
Insurance company securitiesRegulated insurerVariable insurance products are securities even if issued by insurer
Public utility/common carrier securitiesHeavily regulated issuerKnow only if question gives regulated status
Nonprofit/religious/charitable/educational securitiesPolicy-based exemptionCompensation or resale facts can change analysis
Commercial paperShort-term, high-quality corporate debtLong maturity or speculative use may defeat exemption
Federal covered securitiesFederal preemptionNotice filing may still be required

Common Exempt Transactions

TransactionExam cueTrap
Isolated nonissuer transactionOne-off sale by holder, not issuer distributionFrequent sales may look like distribution
Unsolicited brokerage transactionCustomer initiates orderBroker cannot create exemption by calling solicitation “education”
Institutional transactionSale to bank, insurance company, investment company, pension, or other institutionInstitutional status often removes need for state registration
Issuer-to-underwriter transactionPart of distribution chainPublic resale may still require registration
Private placementLimited offerees/purchasers, investment intent, no general solicitation under USA-style factsResale to public destroys private character
Fiduciary transactionExecutor, administrator, sheriff, trustee in bankruptcy, guardianMust be bona fide fiduciary role
Preorganization subscriptionOrganizing corporation, no commission, limited subscribers, no paymentReceiving funds too early is a red flag
Existing security holder transactionRights, warrants, or conversion to existing holdersCommission for soliciting can change treatment
Pledgee saleSale by bona fide pledgeeSham pledge is not exempt
Court-supervised saleJudicial or regulatory supervisionStill no fraud

Exempt Securities: Quick Recognition

Exempt Security PatternWhy It Is Tested
U.S. government securitiesGovernment backing and federal framework
Municipal securitiesGovernmental issuer status
Certain foreign government securitiesOften tested by issuer type
Bank and savings institution securitiesFinancial institution regulation
Insurance company securitiesInsurance regulatory framework
Public utility and common carrier securitiesRegulated issuer status
Federal covered securitiesPreemption from state registration
Certain nonprofit or charitable securitiesIssuer purpose may matter
Commercial paper meeting statutory conditionsShort-term, high-quality business financing

Exam trap: municipal bonds are exempt securities, but municipal bond fraud is still fraud.

Exempt Transactions: Quick Recognition

Exempt Transaction PatternKey Clue
Isolated nonissuer transactionOccasional trade by a holder, not issuer distribution
Unsolicited customer orderCustomer initiated the trade
Institutional transactionBanks, insurers, investment companies, pension plans, or other institutions
Fiduciary transactionExecutor, administrator, sheriff, trustee in bankruptcy
Private placement / limited offeringLimited offerees, investment intent, restricted solicitation
Preorganization subscriptionBefore entity formation, limited subscribers, no commission/payment conditions
Existing security holder transactionNo commission for soliciting may be relevant
Nonissuer transaction in outstanding securitiesPublicly available information may matter

Exemption Trap

If a question says the transaction is exempt, do not assume:

  • The agent is exempt from registration,
  • Misstatements are allowed,
  • The next resale is exempt,
  • The security is automatically exempt.

Federal Covered Securities and Notice Filing

Federal covered securities are generally exempt from state registration requirements, but state authority is not eliminated.

State Role May Still Include

  • Notice filings where permitted
  • Filing fees where permitted
  • Consent to service of process
  • Antifraud enforcement
  • Investigation of fraudulent conduct

Common Federal Covered Security Patterns

PatternReview Point
Exchange-listed securitiesListed on major national exchanges and certain related securities
Investment company securitiesMutual funds are common exam examples
Securities sold to qualified purchasersFederal preemption concept
Certain exempt federal transactionsAnalyze carefully; do not overgeneralize

Federal Covered Advisers

A federal covered adviser is generally regulated at the SEC registration level rather than registered as an investment adviser in each state.

Key Exam Points

PointReview
State registrationStates generally do not register federal covered advisers as IAs
Notice filingStates may require notice filing, fee, and consent to service where permitted
IAR registrationIARs may still need state registration depending on place of business and activity
AntifraudState antifraud authority remains important
Custody, brochure, advertisingFederal and state concepts can appear; read the fact pattern

Administrator Powers and Process

Administrator Authority

PowerWhat it meansLimit
InvestigateCan investigate suspected violations inside or outside the stateMust relate to securities/advisory law authority
SubpoenaCan compel testimony and recordsCourt assistance may be needed for enforcement
Issue cease-and-desist ordersCan order a person to stop violationsSubject to hearing/procedural rights
Deny/suspend/revoke registrationApplies to firms and individualsUsually requires public interest plus statutory cause
Require filings and recordsApplications, amendments, advertising, financials, booksFederal preemption limits state demands for covered firms
Seek injunctionGoes to court to restrain violationsAdministrator does not personally imprison violators
Make rules and formsImplements statuteCannot contradict the statute
Notes and examples

Registration Procedure Traps

Rule areaQuick reference
Effective dateUnder the Uniform Securities Act model, registration often becomes effective after a set review period unless accelerated or delayed by the Administrator
Consent to service of processFiled so legal papers can be served through the Administrator
AmendmentsMaterial changes require prompt amendment
Expiration/renewalRegistrations are not permanent; renewal is required
TransferabilityRegistration is generally not transferable
Dual registrationAgents representing more than one broker-dealer usually need affiliation/approval facts; IAR roles must match adviser relationships
TerminationFirm and individual notification duties can apply when employment ends or changes

Enforcement and Liability

IssueExam focus
Public interest standardAdministrator discipline usually requires that action be in the public interest
Statutory causeExamples include willful violations, material misstatements, insolvency, injunctions, certain convictions, dishonest practices, or lack of qualification
Summary orderTemporary order may be entered quickly, followed by opportunity for hearing
Civil liabilityBuyer remedy commonly resembles rescission: consideration paid plus interest, less income received, plus costs/fees where allowed
Criminal liabilityWillful violations can be referred for prosecution
No waiverCustomer cannot validly waive protections of securities law through contract boilerplate

State Administrator Powers

The state securities Administrator is a recurring character on the Series 66.

What the Administrator Can Generally Do

PowerReview Point
Require filingsApplications, consents to service, financials, records
InvestigatePublic or private investigations, subpoenas, testimony
Issue ordersStop orders, cease-and-desist orders, suspensions, revocations
Deny or revoke registrationsUsually requires proper grounds and process
Make rulesRules must be within statutory authority
CooperateCan coordinate with other regulators
Enforce antifraud provisionsEven when securities or transactions are exempt

What the Administrator Cannot Do

CannotWhy It Matters
Approve the merits of a securityRegistration is not a recommendation
Waive antifraud liabilityFraud rules remain central
Change federal lawState authority has limits
Punish without required processExam answers often turn on notice/opportunity for hearing
Require state registration of federal covered securities as if not coveredFederal preemption matters

Common Liability Patterns

PatternResult
Selling unregistered nonexempt securitiesPotential rescission/civil liability
Acting while unregisteredRegulatory and civil consequences
Material misstatement or omissionAntifraud liability
Unsuitable or conflicted recommendationEthical/regulatory liability
Failure to superviseFirm and supervisor exposure

Rescission Concept

Rescission generally aims to put the investor back in the position before the unlawful sale, often involving return of consideration plus interest, less income received, depending on the applicable rule and facts.

Exam trap: civil liability and criminal liability are not the same. Criminal penalties usually require appropriate prosecution and proof standards.

Investment Adviser and Broker-Dealer Conduct

Fiduciary vs Transactional Standards

StandardApplies toCore duty
Fiduciary dutyInvestment advisers and IARsPut client interests first; duty of care and loyalty
Best interest / fair dealingBroker-dealers and agentsRecommendations must be in customer’s best interest under applicable standards; disclose and manage conflicts
SuitabilityRecommendations by financial professionalsReasonable basis, customer-specific fit, and no excessive trading
Anti-fraudEveryoneNo material misstatements, omissions, schemes, or deceptive practices
Notes and examples

Adviser Fiduciary Duties

DutyPractical exam meaningRed flag
Duty of careReasonable investigation and basis for adviceRecommending complex product without understanding it
Duty of loyaltyFull and fair disclosure of material conflictsHidden compensation, undisclosed referral fee
Best executionSeek favorable overall execution, not just lowest commissionRouting trades for adviser benefit
Conflict managementDisclose, mitigate, and obtain consent where required“Disclosed in fine print” but misleading overall
Ongoing monitoringRequired if adviser agrees to ongoing serviceOne-time plan does not automatically require continuous monitoring
Fair allocationAllocate trades fairly among clientsCherry-picking profitable trades
ConfidentialityProtect client nonpublic informationSharing holdings with outside marketer without consent

Advisory Contracts

Required or tested itemQuick reference
ServicesContract should describe services to be provided
FeesFee formula and billing terms must be clear
Prepaid feesRefund method for unearned prepaid fees should be disclosed
AssignmentAssignment generally requires client consent
Partnership changeAdviser organized as partnership must notify clients of material membership changes
Performance feesGenerally prohibited unless client qualifies under applicable rule
Hedge clauseCannot imply client waived nonwaivable legal rights
Oral promisesDo not override required written disclosures

Brochure and Disclosure

ItemExam treatment
Form ADV Part 2/brochurePrimary adviser disclosure document
Initial deliveryMust be provided before or at contract time under applicable rules
Annual updateMaterial updates must be provided or offered/delivered as required
Material changesMust be disclosed promptly
Wrap fee brochureRequired when client pays a bundled advisory/transaction fee
Conflict disclosuresMust be specific enough for informed consent

Custody, Discretion, and Authority

ConceptMeaningTrap
CustodyHolding client funds/securities or having authority to obtain themFee deduction authority, trustee role, or possession of checks can create custody issues
Qualified custodianBank, broker-dealer, or other permitted custodianAdviser should not casually hold client assets
DiscretionAuthority to decide asset, amount, or action without prior client approvalTime/price discretion for same-day execution is not full investment discretion
Written discretionary authorityUsually required for discretionary accounts, subject to rule-specific timingOral permission is not a permanent substitute
Trading authorizationLimited power to trade differs from authority to withdraw fundsTrading discretion alone is not always custody
Third-party checksPayable to adviser can create custody concernPayable to custodian is different

Fees, Compensation, and Conflicts

PracticeAcceptable ifUnethical if
Asset-based advisory feeReasonable and disclosedExcessive or calculated on undisclosed basis
CommissionsDisclosed and suitable/best interestChurning or recommending to generate compensation
Referral/solicitor feeWritten arrangement and required disclosuresHidden cash payment for client referral
Soft dollarsBenefits clients and are properly disclosedUsed for adviser overhead or undisclosed benefit
Principal transactionRequired disclosure and consent obtained before completionAdviser sells from own inventory without consent
Agency cross transactionRequired disclosure, consent, and confirmationsAdviser places itself on both sides without safeguards
Performance feeClient meets qualification and rule permitsCharged to ordinary retail client when prohibited

Core Definitions

RoleWhat They DoCompensation Trigger?Typical Exam Clue
Broker-dealerEffects securities transactions for customers or its own account as a businessTransaction compensation often appears“Executes trades,” “solicits securities transactions”
AgentIndividual representing a broker-dealer or certain issuers in securities transactionsUsually tied to securities transaction activity“Registered representative,” “salesperson”
Investment adviserProvides advice, reports, or analysis about securities as a business for compensationYes“Financial planner charging a fee,” “portfolio advice”
Investment adviser representativeIndividual associated with an investment adviser who gives advice, manages accounts, solicits advisory services, or supervisesUsually compensated through adviser relationship“Advisory representative,” “portfolio manager”

Broker-Dealer vs Investment Adviser Decision Rule

If the person primarily…Think…
Executes securities transactionsBroker-dealer/agent rules
Gives securities advice for a feeInvestment adviser/IAR rules
Gives incidental advice with no special advisory compensationMay remain broker-dealer activity
Charges a financial planning fee and recommends securitiesInvestment adviser analysis
Publishes impersonal general market commentaryPublisher exclusion may be relevant
Gives advice only about nonsecuritiesIA status may not apply unless securities advice is involved

Agent vs IAR

QuestionAgentIAR
Associated with whom?Broker-dealer or issuerInvestment adviser or federal covered adviser
Main functionSecurities transactionsSecurities advice, account management, advisory solicitation
Exam clueCommission, trade execution, securities saleAdvisory fee, portfolio recommendation, financial planning
Can one person be both?Yes, if properly registered/qualified where requiredYes, dual capacity creates conflict-disclosure issues

Advisory Contract Items to Recognize

TopicExam Review
ServicesWhat the adviser will provide
FeesHow fees are calculated and billed
DiscretionWhether adviser may trade without prior client approval
AssignmentAssignment generally requires client consent
Partnership changesClients may need notification
CustodyMust be disclosed and controlled
TerminationRefunds and prepaid fees may matter
ConflictsMaterial conflicts must be disclosed

Brochure / Form ADV Concepts

Know what the disclosure document is meant to communicate:

  • Advisory services
  • Fees and compensation
  • Methods of analysis
  • Disciplinary history
  • Conflicts of interest
  • Brokerage practices
  • Custody
  • Review of accounts
  • Financial information when relevant

Exam trap: disclosure must be clear and meaningful, not buried in vague language.

Custody

Custody means holding client funds/securities or having authority that gives access to them.

Custody ClueWhy It Matters
Adviser can withdraw fees directlyMay create custody issues
Adviser holds client checks or securitiesSafeguards required
Adviser has power of attorney to move fundsAuthority may equal custody
Adviser is trustee for client assetsCustody analysis likely

Discretion

Discretion is the authority to decide:

  • What security to buy or sell,
  • How much to buy or sell,
  • Whether to buy or sell.

Time and price discretion alone is often treated differently and may be more limited.

Client Authorization

ActivityUsually Requires
Discretionary tradingWritten client authorization and firm/adviser acceptance
CustodyDisclosure and safeguards
Principal transaction by adviserDisclosure and client consent before completion
Assignment of advisory contractClient consent
Margin tradingMargin agreement and suitability analysis

Unethical and Prohibited Practices

PracticeDescriptionExam cue
MisrepresentationFalse statement of material fact“Guaranteed,” “risk-free,” “approved by NASAA/SEC”
OmissionLeaving out material factFails to disclose surrender charge or conflict
ChurningExcessive trading for compensationHigh turnover inconsistent with client objective
Unauthorized tradingTrade without authority“Client would have approved anyway” is not a defense
Unsuitable recommendationProduct does not fit client profileIlliquid DPP for emergency-fund investor
Front runningTrading ahead of client/order knowledgeRepresentative buys before large client purchase
Insider tradingTrading on material nonpublic informationTippee/tipper liability
Market manipulationArtificial price/activityWash trades, matched orders, pump-and-dump
Selling awayPrivate securities transaction outside firm approvalRep sells startup notes off platform
Borrowing from customerGenerally prohibited unless narrow permitted relationship/procedureCustomer is elderly client, not lending institution
Lending to customerGenerally prohibited unless firm rules and relationship permitRep personally loans trading money
ComminglingMixing customer and firm/rep assetsCustomer checks deposited into rep account
ConversionTaking customer propertyUnauthorized withdrawal
Guaranteeing performancePromise against loss or profit“You cannot lose”
Sharing in profits/lossesOnly allowed under strict firm/customer proportional arrangementsRep covers customer losses
False advertisingMisleading testimonials, charts, ratings, or selective performanceCherry-picked winners
Breakpoint saleMutual fund sale just below discount levelSplitting purchases to avoid breakpoint
SwitchingMoving products mainly for compensationVariable annuity replacement with no benefit
Backdating/altering formsFalse books and records“Fixing” risk tolerance after complaint
Failing to superviseFirm does not monitor representativesRepeated red flags ignored

Product and Account Selection

Security or Not?

ProductSecurity?Exam note
Common stockYesEquity ownership
Preferred stockYesHybrid equity/income features
Corporate bondYesDebt security
Municipal bondYesExempt security, but still a security
Mutual fundYesInvestment company security
ETFYesExchange-traded pooled product
UITYesFixed portfolio investment company
REITYesReal estate security; can be traded or nontraded
Limited partnership/DPPYesPassive investment contract/partnership interest
Variable annuityYesInsurance plus separate account market risk
Variable life insuranceYesInsurance plus securities component
Fixed annuityGenerally noInsurance product
Fixed life insuranceGenerally noInsurance product
Commodity futures contractGenerally no for Series 66 securities classificationRegulated separately
CollectiblesNoNot a security by themselves
Notes and examples

Equity Products

ProductInvestor profileMain risksTax/other notes
Common stockGrowth, voting rights, inflation hedge potentialMarket, business, dividend uncertaintyDividends and capital gains taxable unless in tax-advantaged account
Preferred stockIncome-focused investor wanting priority over commonInterest-rate risk, call risk, limited growthDividends may be fixed; may be cumulative/convertible/callable
Convertible preferred/bondIncome plus upside participationCall risk, equity downside, dilutionConversion value matters
RightsExisting shareholders; short-term purchase privilegeExpiration riskUsually below market subscription price
WarrantsLong-term purchase optionSpeculative, expiration riskOften attached to debt/preferred

Fixed Income Products

ProductBest fitMain risksTrap
Treasury securitiesSafety of principal/interest; liquidityInterest-rate and inflation riskInterest federally taxable, generally state/local exempt
Agency securitiesIncome, high credit qualityCredit varies by agency; prepayment for mortgage-backedNot all are direct U.S. government obligations
Corporate bondsIncomeCredit/default, interest-rate, call, liquidityHigher yield usually means higher risk
Municipal GO bondsTax-sensitive incomeTax revenue/issuer credit riskBacked by taxing power
Municipal revenue bondsTax-sensitive income tied to projectProject revenue riskNot backed by general taxing power
Zero-coupon bondsKnown future value, long horizonHigh duration, phantom income in taxable accountNo periodic interest
Callable bondsHigher coupon for issuer call optionReinvestment riskLikely called when rates fall
Put bondsInvestor can put back to issuerLower yieldUseful when rates rise
Convertible bondsIncome plus equity upsideCredit and equity riskLower coupon than straight debt
TIPSInflation protectionReal-rate risk, tax on inflation adjustmentPrincipal adjusts with inflation

Bond Yield Relationships

Bond priceYield orderMeaning
Discount bondCoupon rate < current yield < yield to maturityPull to par increases return
Premium bondYield to maturity < current yield < coupon ratePull to par reduces return
Par bondCoupon rate = current yield = yield to maturityPrice equals face value
Callable premium bondYield to call may be lower than yield to maturityEarly call hurts premium buyer

Investment Companies and Pooled Products

ProductStructureBest fitTrap
Open-end mutual fundRedeemable at NAV; priced forward once per dayDiversification and professional managementSales charge affects return
Closed-end fundExchange-traded; fixed sharesIntraday trading, possible discounts/premiumsMarket price may differ from NAV
ETFExchange-traded basketLow cost, tax efficiency, intraday liquidityLeveraged/inverse ETFs are not simple long-term products
UITFixed unmanaged portfolio, termination dateDefined portfolio exposureLimited active management
Money market fundShort-term instrumentsLiquidity and stability objectiveNot guaranteed like bank deposit
Hedge/private fundPrivate pooled strategySophisticated/high-net-worth investorsIlliquidity, leverage, valuation risk
REITReal estate portfolioReal estate exposure/incomeNontraded REITs can be illiquid and costly
DPP/limited partnershipFlow-through tax and business exposureSophisticated investors with long horizonPassive losses, illiquidity, suitability issues

Mutual Fund Share Classes

Share classCost patternBetter fitTrap
Class AFront-end sales charge; breakpoints; lower ongoing expensesLarger or longer-term purchasesBreakpoint sales are unethical
Class BContingent deferred sales charge; higher ongoing expenses; may convertSmaller purchases with medium horizonOften poor for large/long-term investors
Class CLevel load/higher ongoing expensesShorter holding periodsExpensive if held long term
No-loadNo sales loadCost-sensitive investorsMay still have operating expenses
InstitutionalLow expenses, eligibility minimumsQualified large investors/plansNot available to all clients

Annuities and Insurance

ProductSecurity?Main useKey risks/traps
Fixed annuityGenerally noTax-deferred fixed income from insurerInflation, surrender charges, insurer credit risk
Variable annuityYesTax-deferred market participation with annuity featuresMarket risk, fees, surrender charges, ordinary income taxation on gains
Immediate annuityDepends on fixed/variableCurrent incomeIrrevocability/liquidity limits
Deferred annuityDepends on fixed/variableAccumulation before payoutSurrender period and tax penalties may apply
Term lifeNoPure death benefit for periodNo cash value
Whole lifeNoPermanent insurance with cash valueHigher premiums, lower flexibility
Universal lifeNo, unless variableFlexible premium/death benefitPolicy lapse if underfunded
Variable lifeYesInsurance plus investment subaccountsSecurities registration and prospectus issues

Options Cheat Sheet

PositionMarket viewMax gainMax lossBreakeven
Long callBullishUnlimitedPremiumStrike + premium
Short callNeutral/bearishPremiumUnlimitedStrike + premium
Long putBearishStrike minus premium, if stock goes to zeroPremiumStrike - premium
Short putNeutral/bullishPremiumStrike minus premium, if stock goes to zeroStrike - premium
Covered callNeutral/moderately bullishLimitedStock downside reduced by premiumStock cost - premium
Protective putBullish but wants floorUpside minus premiumLimitedStock cost + premium

Portfolio, Risk, and Economics

Risk Types

RiskMeaningReduced by diversification?Most affected products
Market/systematic riskOverall market movementNoStocks, equity funds
Business/unsystematic riskCompany-specific riskYesIndividual stocks/bonds
Interest-rate riskBond prices fall when rates risePartlyLong-term bonds, preferred stock
Reinvestment riskIncome reinvested at lower ratesPartlyCallable bonds, high-coupon bonds
Call riskIssuer redeems when rates fallNo for that bondCallable bonds/preferred
Credit/default riskIssuer cannot payPartlyCorporate, revenue, high-yield bonds
Inflation/purchasing power riskReturns fail to keep up with pricesPartlyCash, fixed income
Liquidity riskCannot sell quickly at fair pricePartlyDPPs, nontraded REITs, thin bonds
Political/regulatory riskLaw or policy change hurts valuePartlyMunis, regulated industries
Currency riskExchange-rate movementPartlyForeign investments
Prepayment riskPrincipal returned earlyNo for that securityMortgage-backed securities
Extension riskPrincipal returned slower than expectedNo for that securityMortgage-backed securities
Notes and examples

Modern Portfolio Theory Terms

TermMeaningExam use
Expected returnProbability-weighted average returnCompare uncertain outcomes
Standard deviationTotal volatilityHigher means wider return dispersion
BetaSensitivity to market movementBeta 1 equals market; above 1 more volatile than market
AlphaReturn above/below risk-adjusted expected returnPositive alpha means outperformance after risk adjustment
CorrelationDegree assets move togetherLow/negative correlation improves diversification
CovarianceDirectional co-movement measureBasis for correlation
Efficient frontierPortfolios with best expected return for given riskRational investor chooses on frontier
Capital market lineEfficient portfolios using risk-free asset and market portfolioSharpe ratio concept
Sharpe ratioExcess return per unit of total riskUses standard deviation
Treynor ratioExcess return per unit of market riskUses beta
R-squaredPercent of portfolio movement explained by benchmarkLow R-squared makes beta less meaningful
Dollar-cost averagingInvest fixed dollars at intervalsDoes not assure profit or prevent loss
RebalancingRestore target allocationControls drift; may trigger taxes

Economic Indicators and Policy

Indicator or policyMeaningInvestment effect
GDPTotal economic outputGrowth supports earnings; contraction signals recession
CPIConsumer inflation measureHigher inflation pressures rates and purchasing power
PPIProducer/input inflationCan lead consumer prices
UnemploymentLabor market conditionOften lagging indicator
Yield curveShort vs long ratesInversion can signal recession concern
Leading indicatorsTend to move before economyNew orders, permits, market expectations
Coincident indicatorsMove with economyProduction, employment
Lagging indicatorsConfirm after trendUnemployment, corporate profits in some contexts
Fed buys securitiesAdds liquidity; tends to lower ratesStimulative
Fed sells securitiesRemoves liquidity; tends to raise ratesRestrictive
Higher interest ratesSlows borrowing/spendingBond prices generally fall
Lower interest ratesEncourages borrowing/spendingBond prices generally rise
Defensive stocksLess sensitive to cycleUtilities, consumer staples, healthcare
Cyclical stocksMore sensitive to cycleIndustrials, discretionary, materials

Client Profile, Suitability, and Planning

Know-Your-Client Data

Data pointWhy it matters
Age and time horizonDetermines ability to accept volatility and illiquidity
Income and net worthDetermines capacity for risk and need for income
Tax statusAffects muni bonds, retirement accounts, harvesting, product placement
Investment objectiveGrowth, income, preservation, speculation, liquidity
Risk toleranceEmotional willingness to accept loss
Risk capacityFinancial ability to absorb loss
Liquidity needsEmergency reserves, upcoming purchases, distributions
Experience and sophisticationComplexity suitability
Existing holdingsConcentration and correlation
Legal constraintsTrust, entity, retirement plan, custodial rules
Ethical/social constraintsESG or restricted securities
Beneficiaries/estate needsAccount titling, TOD, trusts, insurance
Notes and examples

Suitability Decision Rules

Client factUsually points towardUsually avoid
Short time horizon and emergency needCash equivalents, short-term high-quality debtDPPs, nontraded REITs, long-term volatile products
High tax bracket seeking incomeMunicipal bonds/funds, tax-efficient strategiesHigh-turnover taxable funds without reason
Retired, needs stable incomeDiversified income portfolio, laddered bonds, appropriate annuity analysisConcentrated small-cap speculation
Young, long horizon, stable incomeGrowth allocation, diversified equity exposureExcess idle cash if objective is growth
Low risk toleranceConservative allocation, high-quality debtLeveraged/inverse products, options speculation
High risk capacity but low risk toleranceRespect tolerance; educate but do not force risk“Can afford it” as sole rationale
Concentrated employer stockDiversification planMore employer stock without strong reason
Needs tax deferral and has maxed retirement plansConsider annuity only after cost/liquidity reviewVariable annuity in IRA solely for tax deferral
Sophisticated accredited investorAlternatives may be consideredAssuming accreditation alone equals suitability
Elderly client with cognitive red flagsEscalate, document, protect clientTaking suspicious instructions without review

Account Ownership and Estate Concepts

ConceptMeaningExam trap
Individual accountOne owner controls assetsProbate may apply unless beneficiary/TOD
Joint tenants with rights of survivorshipSurvivor owns automaticallyNot controlled by will at first death
Tenants in commonEach owner has divisible interestDeceased owner’s share goes through estate
Tenancy by entiretySpousal ownership in some statesState-specific; do not assume for all
TOD/PODTransfer/payable on death beneficiaryAvoids probate for that asset
UGMA/UTMACustodial account for minorIrrevocable gift to minor; custodian controls until termination age
TrustLegal arrangement with grantor, trustee, beneficiaryTrustee must follow trust and fiduciary duties
Revocable trustGrantor can amend/revokeUsually included in grantor estate
Irrevocable trustGenerally cannot be changed easilyMay remove control/ownership
Durable power of attorneyAgent can act if principal incapacitatedAuthority must be valid and within scope
WillDirects probate estateDoes not override beneficiary designations

Retirement and Education Accounts

AccountCore tax treatmentBest exam cue
Traditional IRAPotential pretax/deductible contributions; tax-deferred growth; distributions generally ordinary incomeCurrent deduction or tax deferral
Roth IRAAfter-tax contributions; qualified distributions generally tax-freeLong horizon and future tax-free withdrawals
401(k)Employer plan; salary deferral; may include matchWorkplace retirement savings
Roth 401(k)After-tax salary deferral; qualified tax-free withdrawalsEmployer plan plus Roth tax profile
403(b)Tax-favored plan for certain schools/nonprofitsSimilar retirement role to 401(k)
457Deferred compensation plan for governmental/certain nonprofit employeesPublic-sector/nonprofit cue
SEP IRAEmployer-funded plan often for small business/self-employedSimple employer contribution structure
SIMPLE IRASmall employer plan with employee salary deferralSmall business retirement plan
529 planEducation savings, tax-advantaged if used for qualified educationCollege planning; investment risk remains
Coverdell ESAEducation savings with broader education expense useContribution/eligibility details may be tested by courses
HSATax-advantaged medical savings when eligibleMedical expenses and high-deductible health plan context

Tax Cheat Sheet

Investment Tax Treatment

ItemFederal tax treatment, exam levelTrap
Corporate bond interestTaxable as ordinary incomeHigher nominal yield may lose after tax
Treasury interestFederally taxable, generally exempt from state/local taxNot federal tax-free
Municipal bond interestGenerally federally tax-exempt; may be state/local exempt for in-state residentsPrivate activity bonds can have AMT issues
Capital gainsTaxed when realizedUnrealized gain is not currently taxed
Short-term capital gainGenerally ordinary income rate treatmentHolding period matters
Long-term capital gainPreferential rate treatment may applyDo not treat all gains the same
Qualified dividendsMay receive preferential treatmentNot every dividend is qualified
REIT dividendsOften ordinary income characterNot automatically qualified dividends
Mutual fund distributionsTaxable to shareholder if in taxable accountReinvested distributions still taxable
Tax-loss harvestingRealize losses to offset gainsWash sale rules can disallow loss
Zero-coupon bond accretionTaxable phantom income may occurNo cash received despite tax income
Annuity nonqualified gainGenerally ordinary income when withdrawnNot capital gain treatment
Retirement account distributionDepends on account typeTax deferral is not tax elimination
Notes and examples

Tax-Equivalent Yield

Use when comparing tax-free municipal yield with taxable yield.

\[ \text{Taxable-equivalent yield} = \frac{\text{Tax-free yield}}{1 - \text{Marginal tax rate}} \]\[ \text{Tax-free equivalent yield} = \text{Taxable yield} \times (1 - \text{Marginal tax rate}) \]

Example: a 3.6% municipal yield for a 32% bracket investor has taxable-equivalent yield of 3.6% / 0.68 = 5.29%.

Tax Treatment Quick Table

ItemGeneral Review
Interest incomeOften taxed as ordinary income unless tax-exempt
Qualified dividendsMay receive favorable tax rates if conditions are met
Short-term capital gainsGenerally taxed less favorably than long-term gains
Long-term capital gainsOften receive favorable tax treatment
Municipal interestMay be federally tax exempt; state treatment depends on facts
Retirement account distributionsTax treatment depends on account type and contribution basis
Tax-deferred growthTax delayed, not eliminated
Tax-loss harvestingRealized losses may offset gains subject to rules

Retirement Account Concepts

Account TypeReview Point
Traditional IRAPossible deductible contributions; taxable distributions
Roth IRAAfter-tax contributions; qualified distributions may be tax free
401(k) / qualified planEmployer plan rules; salary deferral and fiduciary concepts
SEP / SIMPLESmall business retirement plan patterns
529 planEducation funding; tax benefits depend on use and state rules
Coverdell ESAEducation savings; contribution limits are not usually the core concept

Avoid relying on stale annual dollar limits unless your current exam materials require them. Focus on tax treatment, suitability, access, penalties, and objective.

Formula Sheet

Return and Valuation

FormulaPlain-text formulaUse
Holding-period return(Ending value - Beginning value + Income) / Beginning valueTotal return over period
Current yieldAnnual income / Current market priceBond or income security income rate
Total returnIncome + price change, divided by beginning valueIncludes income and appreciation/depreciation
Expected returnSum of each probability x returnProbability scenarios
Future valuePV x (1 + r)^nCompound growth
Present valueFV / (1 + r)^nDiscount future cash flow
Rule of 7272 / annual return percentApproximate years to double
Real return approximationNominal return - inflation ratePurchasing power estimate
Notes and examples\[ \text{Holding-period return} = \frac{\text{Ending value} - \text{Beginning value} + \text{Income}} {\text{Beginning value}} \]\[ \text{Expected return} = \sum(\text{Probability} \times \text{Return}) \]

Risk-Adjusted Performance

MeasurePlain-text formulaInterprets
Sharpe ratio(Portfolio return - Risk-free return) / Standard deviationExcess return per unit of total risk
Treynor ratio(Portfolio return - Risk-free return) / BetaExcess return per unit of market risk
Jensen alphaActual return - CAPM required returnRisk-adjusted outperformance
CAPM expected returnRisk-free rate + Beta x (Market return - Risk-free rate)Required return for systematic risk
\[ \text{CAPM required return} = R_f + \beta(R_m - R_f) \]

Bond and Fund Math

FormulaPlain-text formulaUse
Bond current yieldAnnual coupon dollars / Market priceIncome yield
Conversion ratioPar value / Conversion priceConvertible bonds/preferred
Parity price of convertibleMarket price of common x Conversion ratioConversion value
Mutual fund NAV(Assets - Liabilities) / Shares outstandingFund share value
Public offering priceNAV / (1 - Sales charge percentage)Front-end load fund price
Sales charge percentage(POP - NAV) / POPLoad as percent of offering price

Financial Statement Ratios

RatioPlain-text formulaWhat it shows
Balance sheet equationAssets = Liabilities + EquityAccounting foundation
Working capitalCurrent assets - Current liabilitiesShort-term liquidity dollars
Current ratioCurrent assets / Current liabilitiesShort-term liquidity
Quick ratio(Cash + Marketable securities + Receivables) / Current liabilitiesStricter liquidity
Debt-to-equityTotal debt / Shareholders’ equityLeverage
Earnings per shareEarnings available to common / Common shares outstandingProfit per share
P/E ratioMarket price per share / EPSValuation multiple
Dividend payout ratioAnnual dividends per share / EPSEarnings paid as dividends
Dividend yieldAnnual dividends per share / Market priceIncome return
Book value per shareCommon equity / Common shares outstandingAccounting value per share

Scenario Decision Checklists

Is It a Security?

  1. Is there an investment of money or value?
  2. Is there expectation of profit, income, appreciation, or participation?
  3. Are returns primarily dependent on issuer, manager, promoter, or third-party efforts?
  4. Is it specifically listed as a security, such as stock, bond, note, option, investment contract, variable annuity, or limited partnership?
  5. Is there a specific exclusion, such as fixed insurance, commodity futures, or collectibles?

Does the State Require Securities Registration?

StepAskIf yes
1Is it a security?Continue
2Is there an offer or sale in the state?Continue
3Is it a federal covered security?State registration preempted; notice filing may apply
4Is the security exempt?No state securities registration, but anti-fraud applies
5Is the transaction exempt?That transaction exempt; later transactions still analyze
6No exemption?State registration required before lawful offer/sale
Notes and examples

Does the Person Need Registration?

StepAskLikely result
1Is the person an individual or firm/entity?Individuals are agents/IARs; entities are BDs/IAs/issuers
2Are they effecting securities transactions?BD/agent analysis
3Are they giving securities advice for compensation as a business?IA/IAR analysis
4Is there a place of business in the state?Strong registration trigger
5Are clients retail state residents?Strong registration trigger
6Is there an exclusion or exemption?May avoid registration, not anti-fraud
7Is the adviser SEC registered?Federal covered; state notice/IAR rules remain

Is the Recommendation Suitable?

  1. Identify client objective, risk tolerance, risk capacity, time horizon, liquidity need, tax status, and experience.
  2. Identify product risks, costs, liquidity, tax treatment, complexity, and compensation.
  3. Compare product time horizon with client time horizon.
  4. Compare downside risk with client risk tolerance and capacity.
  5. Check concentration in issuer, sector, product type, and tax wrapper.
  6. Check whether a lower-cost or simpler product would meet the same objective.
  7. Document rationale and disclosures.
  8. Avoid treating client consent as a cure for an unsuitable recommendation.

Final Review Traps

If the question says…Think…
“Guaranteed no loss”Misrepresentation unless specific valid guarantee is fully disclosed; securities returns are not guaranteed
“Exempt security”Registration exemption, not anti-fraud exemption
“Unsolicited order”Transaction may be exempt; agent/BD conduct rules still apply
“Federal covered”State registration preempted; notice filing and anti-fraud remain
“No separate advisory fee”Adviser exclusion may apply only if advice is incidental to brokerage and no special compensation
“Financial planner”If securities advice for compensation, adviser analysis
“Variable” insurance productSecurity
“Fixed” insurance productUsually not a security
“Agent of issuer”May or may not need registration depending on security, transaction, and compensation
“Customer approved after the fact”Does not fix unauthorized trading
“High return needed”Need does not equal suitability for high risk
“Accredited investor”Eligibility does not automatically equal suitability
“Tax-free”Usually means federal tax-free muni interest; check state, AMT, capital gains
“Discretion over time and price only”Usually not full discretionary authority
“Custody”Look for possession or ability to withdraw, not merely ability to trade
“Past performance chart”Must be fair, balanced, and not misleading
“Administrator approved”Regulators do not approve securities as good investments

Series 66 Cheat Sheet

The NASAA Series 66 — Uniform Combined State Law Examination, exam code Series 66, tests whether you can apply state securities law concepts, ethical standards, investment adviser and broker-dealer rules, product knowledge, and client recommendation principles in realistic exam scenarios.

Use this page as a fast final review before moving into topic drills, mock exams, and detailed explanations. It is independent exam-prep support, not an official NASAA document and not affiliated with NASAA.

Notes and examples
  1. Confusing agent and IAR registration.
  2. Treating federal covered securities as completely outside state authority.
  3. Forgetting antifraud applies to exempt securities and transactions.
  4. Assuming an issuer employee is always an agent.
  5. Assuming a financial planner is not an adviser because they do not trade.
  6. Missing that compensation can be indirect.
  7. Believing registration equals regulatory approval.
  8. Ignoring consent to service of process and notice filing concepts.

Recommendation Mistakes

  1. Choosing the highest-yield product without considering risk.
  2. Ignoring the client’s liquidity need.
  3. Forgetting time horizon.
  4. Matching tax-exempt bonds to low-bracket or tax-deferred accounts without analysis.
  5. Recommending variable annuities for short-term needs.
  6. Ignoring surrender charges and expenses.
  7. Treating all retirees as identical.
  8. Treating risk tolerance and risk capacity as the same.

Calculation Mistakes

  1. Using par value instead of market price for current yield.
  2. Forgetting tax-equivalent yield only matters for comparing tax-free and taxable yields.
  3. Confusing nominal return with real return.
  4. Misreading basis points.
  5. Treating bond price and yield as moving in the same direction.
  6. Ignoring beta direction in CAPM-style questions.

How to Think on Series 66 Questions

Series 66 questions often test the same facts from different angles. Slow down enough to identify the role, the product, the customer, and the legal trigger.

The Four Questions to Ask First

QuestionWhy It MattersCommon Trap
Is the item a security?Determines whether securities laws and antifraud rules applyAssuming all financial products are securities
Who is acting?Broker-dealer, agent, investment adviser, or IAR rules differTreating an agent like an investment adviser representative
What activity is occurring?Advice, solicitation, execution, custody, discretion, advertising, or offeringMissing compensation or “business” activity
Is it registered, exempt, or federal covered?Registration analysis is separate from antifraud liabilityThinking “exempt” means “no rules apply”
Notes and examples

Core Exam Mindset

  • Registration does not mean approval. A regulator allowing registration to become effective is not a merit endorsement.
  • Exempt from registration does not mean exempt from antifraud.
  • Client consent matters. Assignment, discretionary trading, custody, principal transactions, and conflicts often require disclosure and/or consent.
  • Compensation changes classification. A person giving securities advice “for compensation” may become an investment adviser.
  • Fiduciary language is powerful. Investment advisers and IARs are generally tested through loyalty, care, disclosure, conflicts, and best-interest principles.
  • Suitability/recommendation facts matter. Age, liquidity needs, time horizon, tax status, objectives, risk tolerance, and investment experience can change the best answer.

High-Yield Topic Map

AreaKnow ColdExam Traps to Drill
Uniform Securities Act conceptsAdministrator authority, registrations, exemptions, antifraudConfusing exempt securities with exempt transactions
Broker-dealers and agentsDefinitions, registration, exclusions, unethical practicesAssuming issuer representatives are always agents
Investment advisers and IARsCompensation, business of advice, fiduciary duty, contracts, custodyMissing that financial planning can be securities advice
Federal covered securities/advisersState notice filing vs state registrationBelieving states lose all antifraud authority
Investment vehiclesStocks, bonds, funds, ETFs, annuities, options, alternativesMatching product risk to the wrong client profile
Portfolio theoryDiversification, correlation, beta, alpha, Sharpe, CAPM basicsTreating diversification as eliminating systematic risk
Client recommendationsSuitability, best interest, constraints, taxes, retirement goalsIgnoring liquidity, time horizon, or tax bracket
EthicsMisrepresentation, guarantees, churning, unauthorized trading, conflicts“Everyone does it” is never a defense
    flowchart TD
	    A[Start with the facts] --> B{Is it a security?}
	    B -- No --> C[Series 66 securities rules may not be the main issue]
	    B -- Yes --> D{Is someone effecting transactions?}
	    D -- Yes --> E[Analyze broker-dealer or agent status]
	    D -- No --> F{Is someone giving securities advice for compensation?}
	    F -- Yes --> G[Analyze investment adviser or IAR status]
	    F -- No --> H[Analyze issuer, investor, or exempt activity]
	    E --> I{Registration or exclusion?}
	    G --> I
	    H --> J{Security or transaction registered, exempt, or federal covered?}
	    I --> K[Apply antifraud and ethical rules regardless]
	    J --> K

Securities Law Foundations

“Security” — High-Yield Recognition

A security is broader than common stock. Series 66 questions commonly use examples that look ordinary but are legally securities.

Usually Treated as SecuritiesOften Not Treated as Securities
Common stock and preferred stockFixed insurance policies
Corporate bonds and debenturesTraditional bank certificates of deposit
Municipal bondsCollectibles bought for personal use
Mutual fund sharesCommodities themselves, when not structured as securities
ETFs and closed-end fund sharesReal estate purchased for personal occupancy
Options on securitiesSome retirement or insurance arrangements depending on structure
Limited partnership interestsGeneral partnership interests in many cases
Investment contractsPure service contracts without investment expectation
Notes and examples

Investment Contract Test — Quick Memory

An investment contract generally involves:

  1. An investment of money,
  2. In a common enterprise,
  3. With an expectation of profit,
  4. Primarily from the efforts of others.

Exam trap: if the investor is truly controlling the business, the “efforts of others” element may be weaker. If the investor is passive and relies on a promoter or manager, securities treatment is more likely.

Registration vs Exemption: Do Not Mix the Buckets

Three Separate Registration Questions

QuestionExamplesKey Point
Is the person registered or excluded?Broker-dealer, agent, investment adviser, IARPerson registration is separate from product registration
Is the security registered, exempt, or federal covered?Stock offering, municipal bond, mutual fundA security can avoid state registration but still be subject to antifraud rules
Is the transaction exempt?Isolated nonissuer trade, unsolicited order, institutional transactionTransaction exemption does not necessarily exempt future trades

Exempt Security vs Exempt Transaction

ConceptFocusExample PatternTrap
Exempt securityThe type of securityGovernment or municipal securityStill subject to antifraud rules
Exempt transactionThe circumstances of the tradeUnsolicited customer orderSecurity itself may not be exempt
Federal covered securityPreemption from state registrationExchange-listed securities, mutual fund sharesStates may still require notice filings in some cases and enforce antifraud rules

Security Registration Methods

MethodUsed WhenCheat Sheet
Filing / notificationOften for established issuers meeting conditionsLess intensive state review
CoordinationCoordinated with federal Securities Act registrationState effectiveness often follows federal effectiveness if conditions are met
QualificationUsed when other methods are unavailableMost direct state review; effective by Administrator order

Stop Order Triggers

A stop order may appear when:

  • Filing is incomplete or misleading
  • Required fees are unpaid
  • Offering would work a fraud
  • Issuer or key persons have disqualifying history
  • Offering terms are unfair or inequitable under applicable standards
  • Securities are subject to other regulatory issues

Exam trap: a stop order is not automatically permanent; facts about notice, hearing, correction, and timing can matter.

Ethical Practices: High-Yield Prohibited Conduct

Fraud and Misrepresentation

Never choose an answer that permits:

  • Omitting material facts
  • Guaranteeing returns
  • Predicting performance as certain
  • Saying registration means approval
  • Misstating risks, fees, liquidity, or tax consequences
  • Hiding conflicts of interest
  • Using testimonials or performance claims in a misleading way
  • Borrowing from or lending to clients outside permitted arrangements
  • Falsifying records or signatures
Notes and examples

Brokerage Practice Traps

ConductWhy It Is a Problem
ChurningExcessive trading for compensation
Unauthorized tradingTrading without customer authorization
Discretion without written authorizationDiscretion requires proper authority and approval
Front-runningTrading ahead of customer orders
Selling awayPrivate securities transaction outside firm procedures
Breakpoint saleRecommending mutual fund purchases to avoid discount thresholds
Unsuitable switchingMoving products without client benefit
Markup/markdown abuseUnfair pricing
Sharing in customer accounts improperlyRequires strict conditions if allowed

Advisory Practice Traps

ConductWhy It Is a Problem
Failing to disclose conflictsBreaches duty of loyalty
Custody without safeguardsClient asset protection issue
Assignment without client consentAdvisory contracts restrict assignment
Misleading performance advertisingPast performance, cherry-picking, and hypothetical results are high risk
Improper performance feesGenerally restricted except for eligible clients/arrangements
Principal transaction without disclosure/consentAdviser acting on both sides creates conflict
Agency cross transaction abuseRequires disclosure and procedural safeguards
Charging unreasonable feesFee level and disclosure matter

Fiduciary Duty for Investment Advisers

Investment advisers and IARs are usually tested under fiduciary principles.

Duty of Care

DutyPractical Meaning
Reasonable basisUnderstand the product and strategy
Client-specific adviceMatch recommendation to client profile
Best executionSeek favorable execution under the circumstances
Ongoing adviceMonitor if the relationship or agreement requires monitoring
CompetenceDo not recommend products you do not understand

Duty of Loyalty

DutyPractical Meaning
Full and fair disclosureExplain material conflicts clearly
Informed consentClient must understand important conflicts
Avoid misleading statementsHalf-truths can be fraudulent
Put client interests firstCompensation cannot drive the recommendation
Manage conflictsDisclosure alone may not fix every conflict

Client Profile and Recommendation Analysis

Know the Investor Profile Factors

FactorWhy It Changes the Recommendation
AgeAffects time horizon, risk capacity, income needs
IncomeDetermines ability to absorb loss and fund goals
Net worthIndicates financial strength and concentration risk
Liquidity needsIlliquid products may be unsuitable
Tax statusMunicipal bonds, retirement accounts, gains/losses
Investment objectivesGrowth, income, preservation, speculation
Risk toleranceEmotional willingness to accept volatility
Risk capacityFinancial ability to absorb loss
Time horizonShort horizon generally reduces equity/speculative suitability
Investment experienceComplexity must match understanding
ConstraintsLegal, ethical, religious, family, estate, or employer restrictions
Notes and examples

Recommendation Decision Table

Client FactUsually Points TowardUsually Points Away From
Needs emergency liquidityCash equivalents, money market funds, short-term instrumentsLimited partnerships, nontraded REITs, long lockups
High tax bracket seeking incomeMunicipal bonds, tax-managed strategiesHigh-turnover taxable strategies
Long horizon, growth objectiveDiversified equities, growth fundsExcessive cash allocation
Retired, needs stable incomeQuality bonds, dividend income, balanced income strategySpeculative options, highly volatile concentration
Low risk toleranceDiversification, high-quality fixed incomeLeverage, penny stocks, aggressive sector funds
Inflation concernEquities, TIPS-like exposure, real assetsLong-duration nominal bonds only
Concentrated employer stockDiversification planMore exposure to same employer/sector
Short-term goalCapital preservationVolatile growth portfolio

Investment Vehicles Cheat Sheet

Common Stock

FeatureReview
OwnershipEquity ownership in corporation
ReturnDividends and capital appreciation
RiskBusiness risk, market risk, lower priority in liquidation
VotingUsually voting rights
Best forLong-term growth and inflation protection potential
Notes and examples

Preferred Stock

FeatureReview
IncomeFixed dividend tendency
PriorityAbove common, below debt
VotingUsually limited
Interest-rate sensitivityOften behaves partly like a bond
TrapNot as safe as bonds; dividends can be missed unless cumulative feature helps

Bonds

Bond ConceptExam Review
CouponStated interest rate on par value
Current yieldAnnual income divided by current price
Yield to maturityTotal return if held to maturity, considering price discount/premium
Yield to callReturn if called before maturity
DurationInterest-rate sensitivity
Credit riskIssuer may default
Reinvestment riskCoupons reinvested at lower rates
Call riskBond redeemed when rates fall
Inflation riskFixed payments lose purchasing power

Bond Price/Yield Rules

If Interest Rates…Existing Bond Prices…Long Duration Bonds…
RiseFallFall more
FallRiseRise more

Premium and Discount Bond Logic

Bond StatusCoupon vs Market RatePull to Par
PremiumCoupon above current market yieldPrice tends to decline toward par as maturity approaches
DiscountCoupon below current market yieldPrice tends to rise toward par as maturity approaches
ParCoupon near market yieldPrice near face value

Municipal Bonds

TypeBacked ByKey Risk
General obligation bondTaxing power of issuerTax base and fiscal condition
Revenue bondProject or revenue streamProject revenues and feasibility
Industrial development revenue bondCorporate user paymentsCorporate credit risk may dominate

Municipal bond interest may receive favorable tax treatment, but suitability still depends on the client’s tax bracket, credit risk, maturity, and liquidity needs.

Mutual Funds

FeatureReview
PricingForward-priced at NAV after order received
RedeemabilityRedeemed with fund
DiversificationDepends on fund strategy
Loads and feesSales charges and operating expenses matter
BreakpointsLarger purchases may reduce sales charge
TaxDistributions may be taxable even if reinvested

ETFs

FeatureReview
TradingIntraday on exchanges
PricingMarket price can vary from NAV
CostsBrokerage costs/spreads plus expense ratio
Tax efficiencyOften relatively tax efficient, not tax free
TrapETF liquidity depends on underlying holdings and market conditions

Closed-End Funds

FeatureReview
SharesFixed pool after offering
TradingExchange-traded
PricingCan trade at premium or discount to NAV
LiquidityInvestor sells in secondary market
TrapNot redeemed at NAV like open-end mutual funds

UITs

FeatureReview
PortfolioGenerally fixed
ManagementLittle active management
TermOften has termination date
UseBond ladders or defined portfolios
TrapNot the same as an actively managed mutual fund

REITs

REIT ConceptReview
Equity REITOwns properties; income from rents and appreciation
Mortgage REITOwns mortgages or mortgage-backed assets
Public traded REITExchange liquidity but market volatility
Nontraded REITIlliquidity and valuation issues
SuitabilityIncome objective may fit, but concentration and liquidity matter

Variable Annuities

Variable annuities are securities because investment performance depends on separate account investments.

FeatureReview
Tax deferralEarnings grow tax deferred
Investment riskContract owner bears separate account risk
ExpensesMortality, expense, administrative, fund expenses, riders
Surrender chargesLiquidity issue
SuitabilityLong-term tax-deferred goal, not short-term liquidity
TrapTax-deferred product inside a tax-deferred account needs a strong non-tax reason

Fixed Annuities

Fixed annuities generally emphasize insurer guarantees rather than securities market performance. For Series 66, read carefully: variable products trigger securities analysis more directly.

Options

PositionMarket ViewRight / Obligation
Long callBullishRight to buy
Short callNeutral to bearishObligation to sell if exercised
Long putBearish or protectiveRight to sell
Short putNeutral to bullishObligation to buy if exercised

Options Strategy Recognition

StrategyPurposeMain Trap
Covered callIncome on owned stockUpside capped
Protective putDownside protectionPremium cost reduces return
Long straddleProfit from volatilityNeeds big move to overcome premiums
SpreadsLimit risk/rewardMust identify max gain/loss directionally
Naked option writingPremium incomeHigh risk; suitability issue

Portfolio Theory and Risk Measures

Risk Types

RiskMeaningExample
Systematic riskMarket-wide riskRecession, interest rates
Unsystematic riskCompany/industry-specific riskProduct failure, strike
Interest-rate riskBond prices fall when rates riseLong-term bonds
Credit riskIssuer default or downgradeLower-rated bonds
Liquidity riskCannot sell quickly at fair priceThinly traded securities
Inflation riskPurchasing power erosionLong-term fixed income
Reinvestment riskReinvest at lower ratesCallable bonds after rate decline
Currency riskExchange-rate movementForeign securities
Political riskGovernment instability/actionEmerging markets
Concentration riskToo much in one issuer/sectorEmployer stock
Notes and examples

Diversification and Correlation

CorrelationMeaningDiversification Benefit
+1.00Move together perfectlyLow
0No consistent relationshipModerate
-1.00Move exactly oppositeHighest theoretical benefit

Exam trap: diversification can reduce unsystematic risk, but it does not eliminate systematic market risk.

Key Performance Measures

MeasureWhat It ShowsHigher Usually Means
Standard deviationTotal volatilityMore volatility
BetaMarket sensitivityMore systematic risk
AlphaReturn above/below expected returnBetter risk-adjusted manager performance
Sharpe ratioExcess return per unit of total riskBetter total risk-adjusted return
Treynor ratioExcess return per unit of beta riskBetter systematic risk-adjusted return
R-squaredRelationship to benchmarkBenchmark explains more of returns

Formulas to Know

Use formulas when a question gives numbers. Otherwise, the exam often tests interpretation.

Current Yield

\[ \text{Current Yield} = \frac{\text{Annual Income}}{\text{Current Market Price}} \]

Tax-Equivalent Yield

\[ \text{Tax-Equivalent Yield} = \frac{\text{Tax-Free Yield}}{1 - \text{Marginal Tax Rate}} \]

After-Tax Yield

\[ \text{After-Tax Yield} = \text{Taxable Yield} \times (1 - \text{Marginal Tax Rate}) \]

Real Return Approximation

\[ \text{Approximate Real Return} = \text{Nominal Return} - \text{Inflation Rate} \]

CAPM Expected Return

\[ \text{Expected Return} = \text{Risk-Free Rate} + \beta(\text{Market Return} - \text{Risk-Free Rate}) \]

Economic Concepts

Business Cycle

PhaseTypical FeaturesProduct/Strategy Implications
ExpansionRising output, employment, confidenceEquities may benefit
PeakCapacity pressure, inflation concernsRisk of tightening
ContractionFalling output, weaker earningsDefensive assets may appeal
TroughLow activity, early recovery signsCyclical opportunities may emerge
Notes and examples

Monetary and Fiscal Policy

Policy ToolActorEffect
Monetary policyCentral bankInfluences money supply and interest rates
Fiscal policyGovernmentUses spending and taxation
Tight moneyCentral bankOften raises rates, slows borrowing
Easy moneyCentral bankOften lowers rates, encourages borrowing
Deficit spendingGovernmentCan stimulate demand but may affect rates/inflation

Yield Curve

Curve ShapeCommon Interpretation
Normal upward slopeHigher yields for longer maturities; growth/inflation expectations
FlatUncertainty or transition
InvertedShort rates above long rates; recession concern
SteepGrowth and/or inflation expectations may be rising

Fundamental Analysis

Financial Statements

StatementShowsExam Clue
Balance sheetAssets, liabilities, equity at a point in timeFinancial position
Income statementRevenue, expenses, profit over a periodProfitability
Cash flow statementOperating, investing, financing cash flowsQuality of earnings and liquidity
Statement of retained earningsChanges in retained earningsDividend and reinvestment policy
Notes and examples

Common Ratios

RatioInterpretation
Current ratioShort-term liquidity
Quick ratioMore conservative liquidity
Debt-to-equityLeverage
Gross marginProduction profitability
Operating marginOperating efficiency
Net profit marginOverall profitability
P/E ratioMarket price relative to earnings
Dividend payout ratioEarnings paid as dividends
Dividend yieldDividend income relative to price
Inventory turnoverInventory efficiency

Valuation Traps

  • High P/E can mean growth expectations or overvaluation.
  • Low P/E can mean value opportunity or deteriorating business.
  • Book value is accounting-based, not necessarily liquidation value.
  • Dividend yield rises when price falls; high yield can signal distress.
  • EPS growth without cash flow support may be lower quality.

Technical Analysis

Series 66 candidates should recognize technical analysis but not confuse it with fundamental analysis.

Technical ConceptMeaning
SupportPrice level where buying has historically emerged
ResistancePrice level where selling has historically emerged
Moving averageSmooths price trend
Relative strengthCompares performance to market or peers
VolumeConfirms or questions price movement
Head and shouldersReversal pattern concept

Trap: technical analysis focuses on market data and price behavior, not issuer financial statement value.

Account Types and Ownership

AccountKey FeatureExam Trap
IndividualOne owner controls accountDeath/estate handling differs from joint
Joint tenants with rights of survivorshipSurvivor receives ownershipNot the same as tenancy in common
Tenants in commonDecedent’s share passes through estateNo automatic full survivorship
TOD / transfer on deathBeneficiary receives assets at deathDoes not give beneficiary lifetime trading authority
Trust accountTrustee controls for beneficiariesMust follow trust document
Custodial accountCustodian acts for minorAssets belong to minor
Corporate accountEntity authorization requiredNeed corporate resolutions/authority
Partnership accountPartnership agreement mattersAuthority must be verified
Discretionary accountAdviser/rep can make specified decisionsRequires proper written authority

Unethical Communications and Advertising

Red-Flag Words

Be skeptical of answer choices using:

  • Guaranteed
  • Risk-free
  • Approved by regulator
  • Insider opportunity
  • No downside
  • Certain profit
  • Secret strategy
  • Tax-free for everyone
  • Suitable for all investors
  • Limited risk when risk is not actually limited

Performance Advertising Traps

ClaimProblem
“Past performance guarantees future results”Misleading
Cherry-picked profitable accountsMisleading sample
Gross returns without fee contextMay mislead
Hypothetical results without assumptions/limitationsMisleading
Testimonials without required disclosuresConflict and compensation concerns
Backtested strategy shown as real performanceMisrepresentation risk

Books, Records, and Supervision

Records Commonly Tested

Record TypeWhy It Matters
Customer account informationSuitability and supervision
Orders and trade confirmationsTransaction evidence
Written communicationsAdvertising and correspondence review
ComplaintsSupervisory and regulatory issue
Financial recordsSolvency and net capital concepts
Advisory contractsFee, discretion, assignment, and disclosure terms
Personal securities transactionsConflicts and insider trading monitoring
Policies and proceduresSupervision and compliance

Supervision Principles

  • Firms must supervise associated persons.
  • Written procedures matter.
  • Branch offices and remote activities can create supervision issues.
  • Customer complaints cannot be ignored.
  • A supervisor may be liable for failing to supervise when red flags are missed.
  • “I did not know” is weak if proper supervision would have detected the issue.

Client Strategy Scenarios

Growth Investor

Likely appropriate:

  • Diversified equities
  • Equity mutual funds or ETFs
  • Long-term allocation strategy
  • Dollar-cost averaging when suitable
  • Rebalancing plan

Watch for:

  • Time horizon
  • Risk tolerance vs risk capacity
  • Concentration in one stock or sector
  • Taxable gains from frequent switching

Income Investor

  • Bonds

  • Bond funds

  • Dividend-paying stocks

  • Preferred stock

  • Income-oriented balanced funds

  • Credit quality

  • Interest-rate risk

  • Inflation risk

  • Tax bracket

  • Liquidity needs

Capital Preservation Investor

  • Cash equivalents

  • Money market funds

  • Treasury securities

  • Short-term high-quality fixed income

  • Inflation risk

  • Overreaching for yield

  • Illiquid products

  • Long-duration bonds

Speculative Investor

Possible products:

  • Options

  • Small-cap or emerging-market exposure

  • Sector funds

  • Limited partnerships

  • High-yield bonds

  • Net worth and income

  • Experience

  • Loss capacity

  • Documentation

  • Whether speculation conflicts with stated objective

Mini Drill: Best Answer Patterns

If the Question Says “Most Appropriate”

Look for the answer that best matches:

  • Objective
  • Risk tolerance
  • Time horizon
  • Liquidity
  • Tax status
  • Experience
  • Cost
  • Conflicts

If the Question Says “Prohibited”

Favor answers involving:

  • Fraud
  • Guarantees
  • Unauthorized activity
  • Undisclosed conflicts
  • Misleading advertising
  • Improper custody
  • Unregistered activity
  • Selling unregistered nonexempt securities

If the Question Says “Exempt”

Ask:

  1. Is it the security that is exempt?
  2. Is it the transaction that is exempt?
  3. Is it federal covered?
  4. Does antifraud still apply? Yes.

If the Question Says “Administrator”

  1. Is the Administrator acting within state authority?
  2. Is federal preemption limiting the action?
  3. Is due process required?
  4. Is the issue registration, investigation, records, or fraud?

Last-Day Review Checklist

Law and Registration

  • Security vs nonsecurity
  • Broker-dealer vs agent
  • Investment adviser vs IAR
  • Federal covered adviser vs state adviser
  • Federal covered security vs exempt security
  • Exempt transaction vs exempt security
  • Administrator powers and limits
  • Registration methods: filing, coordination, qualification
  • Stop orders, denial, suspension, revocation
  • Antifraud applies broadly
Notes and examples

Ethics

  • Fiduciary duty
  • Disclosure of conflicts
  • Custody safeguards
  • Discretionary authority
  • Advisory contract assignment
  • Misleading advertising
  • Churning and unauthorized trading
  • Selling away and outside business activity
  • Insider trading concepts
  • Customer complaints and supervision

Products and Recommendations

  • Stocks, bonds, preferred stock
  • Mutual funds, ETFs, closed-end funds, UITs
  • Municipal bonds
  • Options basics
  • Variable annuities
  • REITs and alternatives
  • Retirement accounts
  • Taxable vs tax-exempt yield
  • Risk measures
  • Portfolio construction and diversification

Put the review into practice