Broker-Dealer, Agent, Securities and Issuer Regulation
This topic covers broker-dealer and agent definitions, securities and issuer registration, notice filing, exemptions, underwriters, and antifraud authority.
How to study the Series 65
Treat the Series 65 as an adviser competency exam: quantify risk, classify the product, profile the client, then apply fiduciary and registration rules.
Core concepts
Concept 1
Broker-dealer, agent, underwriter, market maker, associated person, issuer, security, and investment company definitions must be kept separate.
Exam cue: Name the actor and instrument before applying registration rules.
Concept 2
State securities registration, federal covered securities, notice filings, exemptions, Regulation D, and post-registration requirements are tested.
Exam cue: Separate exempt security from exempt transaction.
Concept 3
An exemption from registration does not remove antifraud authority.
Exam cue: Remember antifraud applies even when registration is not required.
Risk pitfalls and guardrails
Assuming federal covered status removes all state filings.
Guardrail: Avoid answers that skip client profile, risk, disclosure, custody, approval, or fiduciary analysis.
Confusing issuer activity with broker-dealer activity.
Guardrail: Avoid answers that skip client profile, risk, disclosure, custody, approval, or fiduciary analysis.
Treating private offerings as immune from fraud standards.
Guardrail: Avoid answers that skip client profile, risk, disclosure, custody, approval, or fiduciary analysis.
Memory anchors
Broker-Dealer
A broker-dealer effects securities transactions for others or for its own account.
Agent
An agent represents a broker-dealer or issuer in securities transactions.
Underwriter
An underwriter participates in securities distribution for an issuer.
Market Maker
A market maker stands ready to buy and sell to support liquidity.
Security
A security includes stocks, bonds, notes, investment contracts, and other listed instruments.
Issuer
An issuer creates or distributes its own securities.
Federal Covered Security
Federal covered status limits state registration but can allow notice filing.
Regulation D
Regulation D provides private offering exemptions under federal law.
Exempt Transaction
Certain transactions are exempt because of how or to whom they are sold.
State Antifraud
State antifraud authority remains even when registration is exempt.
Checkpoint rule
Do the check-up only after you can summarize each concept in one sentence and identify one dangerous pitfall from memory.
Knowledge Check (after reading)
Short check-up to confirm understanding of this module.
Check-up Questions
Under the Uniform Securities Act, who is a broker-dealer?
Under the Uniform Securities Act, who is an agent?
Answer all questions to submit.
Next step personalized recommendations
Continue learning
Move forward only after this module is stable.
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