Revisions to the Series 23, 24, 42, 55, 62, 72 and 82 Examination Programs

Qualification Examinations

Regulatory Notice
Notice Type Qualifications Exam Updates	Referenced Rules & Notices NASD Rule 1022(a) NASD Rule 1032(d, e, f, g, h) NYSE Rule 342.13
Suggested Routing Compliance Legal Operations Registration Training	Key Topic(s) Qualification Examinations General Securities Principal Sales Supervisor Module (Series 23) General Securities Principal (Series 24) Limited Representative—Corporate Securities (Series 62) Limited Representative—Equity Trader (Series 55) Limited Representative—Government Securities (Series 72) Limited Representative—Options (Series 42) Limited Representative—Private Securities Offerings (Series 82)

Executive Summary

FINRA has revised the following examination programs:

The changes are reflected in the study outlines on FINRA's Web site at www.finra.org/brokerqualifications/exams. The changes will appear in examinations starting on February 12, 2008.

Questions concerning this Notice may be directed to:

Background and Discussion

Section 15A(g)(3) of the Securities Exchange Act of 1934 (Exchange Act) requires FINRA to prescribe standards of training, experience and competence for persons associated with FINRA member firms. In accordance with that provision, FINRA has developed examinations, and administers examinations developed by other self-regulatory organizations, that are designed to establish that persons associated with FINRA member firms have attained specified levels of competence and knowledge. FINRA periodically reviews the content of the examinations to determine whether revisions are necessary or appropriate in view of changes pertaining to the subject matter.

FINRA and committees of industry representatives recently reviewed the Series 23, 24, 42, 55, 62, 72 and 82 examination programs. As a result of these reviews, and as discussed in greater detail below, FINRA has revised the examination programs to reflect changes to the laws, rules and regulations covered by the examinations and to better reflect the duties and responsibilities of the individuals who are taking these examinations.

Series 23 (General Securities Principal Sales Supervisor Module)

The Series 23 is a limited qualification examination that tests a candidate's knowledge of securities industry rules and regulations pertaining to the supervision of investment banking, securities markets and trading as well as financial responsibility requirements. The Series 23 examination, in combination with the General Securities Sales Supervisor (Series 9/10) examination, is an acceptable qualification alternative to the General Securities Principal (Series 24) examination for associated persons who are required to register and qualify as a General Securities Principal with FINRA. The Series 23 examination covers material from the Series 24 examination not otherwise covered under the Series 9/10 examination.

Among other revisions, FINRA has changed the references to the FINRA and the Nasdaq Stock Market LLC (NASDAQ) rules in the Series 23 study outline to reflect NASDAQ's separation from FINRA (then known as NASD). In addition, FINRA has added sections on:

FINRA has changed the title of Section 1 of the study outline from "Supervision of Investment Banking Activities" to "Supervision of Investment Banking, Underwriting Activities and Research," and the title of Section 4 from "Sales Supervision; General Supervision of Employees; Regulatory Framework of NASD" to "Sales Supervision and General Supervision of Employees."

Further, FINRA has modified the number of questions in each section of the study outline as follows:

FINRA has made similar changes to the Series 23 selection specifications and question bank. The number of questions on the Series 23 examination remains at 100, and candidates continue to have 21/2 hours to complete the exam. Also, each question continues to count as one point, and each candidate must correctly answer 70 percent of the questions to receive a passing grade.

Series 24 (General Securities Principal)

Pursuant to NASD Rule 1022(a), each associated person of a member firm who is included within the definition of principal in NASD Rule 1021(b), and each person designated as a Chief Compliance Officer on Schedule A of Form BD (Uniform Application for Broker-Dealer Registration), is required to register with FINRA as a General Securities Principal, or in such other limited principal registration categories, as may be appropriate.² An associated person also may be required to register as a General Securities Principal due to other FINRA rule requirements.³ The Series 24 examination is the FINRA examination that qualifies an individual to function as a General Securities Principal. An associated person seeking to register as a General Securities Principal also must register as either a General Securities Representative (Series 7) or, depending on the scope of his or her supervisory responsibilities, as a Limited Representative—Corporate Securities (Series 62).⁴

Among other revisions, FINRA has changed the references to the FINRA and NASDAQ rules in the Series 24 study outline to reflect NASDAQ's separation from FINRA (then known as NASD). In addition, FINRA has added sections on:

FINRA has changed the title of Section 1 of the study outline from "Supervision of Investment Banking Activities" to "Supervision of Investment Banking, Underwriting Activities and Research," and the title of Section 4 from "Sales Supervision; General Supervision of Employees; Regulatory Framework of NASD" to "Sales Supervision and General Supervision of Employees."

Further, FINRA has modified the number of questions in each section of the study outline as follows:

FINRA has made similar changes to the Series 24 selection specifications and question bank. The number of questions on the Series 24 examination remains at 150, and candidates continue to have 31/2 hours to complete the exam. Also, each question continues to count as one point, and each candidate must correctly answer 70 percent of the questions to receive a passing grade.

Series 42 (Limited Representative—Options)

Pursuant to NASD Rule 1032(d), each associated person of a member firm who is included within the definition of representative in NASD Rule 1031(b) may register with FINRA as a Limited Representative—Options and Security Futures if: (1) the individual's activities in the investment banking and securities business of the member firm are limited solely to the solicitation or sale of option or security futures contracts, including option contracts on government securities as that term is defined in Section 3(a)(42)(D) of the Exchange Act, for the account of a broker-dealer or public customer; (2) the individual also registers as either a Limited Representative—Corporate Securities (Series 62) or Limited Representative—Government Securities (Series 72); (3) the individual passes the Series 42 qualification examination; and (4) the individual completes a firm element continuing education program that addresses security futures before engaging in any security futures business.

Among other revisions, FINRA has changed the Series 42 study outline to add sections on NASD IM-2110-7 and NASD Rules 2370 and 2790 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings).

FINRA also has decreased the number of sections covered by the Series 42 outline from five to four. Further, FINRA has modified the section headings and the number of questions in each section of the outline as follows:

FINRA has made similar changes to the Series 42 selection specifications and question bank. The number of questions on the Series 42 examination remains at 50, and candidates continue to have 11/2 hours to complete the exam. Also, each question continues to count as one point, and each candidate must correctly answer 70 percent of the questions to receive a passing grade.

Series 55 (Limited Representative—Equity Trader)

Pursuant to NASD Rule 1032(f), each associated person of a member firm who is included within the definition of representative in NASD Rule 1031(b) is required to register with FINRA as a Limited Representative—Equity Trader if, with respect to transactions in equity, preferred or convertible debt securities effected otherwise than on a securities exchange, such person is engaged in proprietary trading, the execution of transactions on an agency basis or the direct supervision of such activities. There is an exception from the Limited Representative—Equity Trader requirement for any associated person of a member firm whose trading activities are conducted principally on behalf of an investment company that is registered with the SEC pursuant to the Investment Company Act of 1940 (Investment Company Act) and that controls, is controlled by or is under common control with the member firm. The Series 55 examination is the FINRA examination that qualifies an individual to function as a Limited Representative—Equity Trader. Before registration as a Limited Representative—Equity Trader may become effective, the individual must be registered as either a General Securities Representative (Series 7) or Limited Representative—Corporate Securities (Series 62).

Among other revisions, FINRA has changed the references to the FINRA and NASDAQ rules in the Series 55 study outline to reflect NASDAQ's separation from FINRA (then known as NASD). FINRA also has added sections on NASD Rules 2441 and 5110.

FINRA has changed the title of Section 2 of the study outline from "NASDAQ Display, Execution and Trading Systems" to "Display, Execution and Trading Systems." Further, FINRA has modified the number of questions in each section of the study outline as follows:

FINRA has made similar changes to the Series 55 selection specifications and question bank. The number of questions on the Series 55 examination remains at 100, and candidates continue to have 3 hours to complete the exam. Also, each question continues to count as one point, and each candidate must correctly answer 70 percent of the questions to receive a passing grade.

Series 62 (Limited Representative—Corporate Securities)

Pursuant to NASD Rule 1032(e), each associated person of a member firm who is included within the definition of representative in NASD Rule 1031(b) may register with FINRA as a Limited Representative—Corporate Securities if: (1) the individual's activities in the investment banking and securities business of the member firm are limited solely to the solicitation, purchase and sale of a "security," as that term is defined in Section 3(a)(10) of the Exchange Act; (2) the individual does not engage in any activities relating to the following securities: municipal securities as defined in Section 3(a)(29) of the Exchange Act, option securities as defined in NASD Rule 2860, redeemable securities of companies registered pursuant to the Investment Company Act (except for money market funds), variable contracts of insurance companies registered pursuant to the Securities Act of 1933 (Securities Act) and direct participation program securities as defined in NASD Rule 1022(e); and (3) the individual passes the Series 62 qualification examination.

Among other revisions, FINRA has changed the references to the FINRA and NASDAQ rules in the Series 62 study outline to reflect NASDAQ's separation from FINRA (then known as NASD). In addition, FINRA has added sections on:

FINRA has changed the title of Section 1 of the study outline from "Characteristics of Corporate Securities" to "Types and Characteristics of Securities and Investments," the title of Section 3 from "Valuing Corporate Securities" to "Evaluation of Securities and Investments," and the title of Section 4 from "Handling Customer Accounts" to "Handling Customer Accounts and Securities Industry Regulations."

Further, FINRA has modified the number of questions in each section of the study outline as follows:

FINRA has made similar changes to the Series 62 selection specifications and question bank. The number of questions on the Series 62 examination remains at 115, and candidates continue to have 21/2 hours to complete the exam. Also, each question continues to count one point, and each candidate must correctly answer 70 percent of the questions to receive a passing grade.

Series 72 (Limited Representative—Government Securities)

Pursuant to NASD Rule 1032(g), each associated person of a member firm who is included within the definition of representative in NASD Rule 1031(b) may register with FINRA as a Limited Representative—Government Securities if: (1) the individual's activities in the investment banking and securities business of the member firm are limited solely to the solicitation, purchase and sale of "government securities," as that term is defined in Sections 3(a)(42)(A) through (C) of the Exchange Act, for the account of a broker-dealer or public customer; and (2) the individual passes the Series 72 qualification examination.

Among other revisions, FINRA has changed the Series 72 study outline to add sections on NASD IM-2210-6, NASD Rule 2370 and NASD Rule 2790.

FINRA also has changed the title of Section 3 of the study outline from "Other Related Securities and Financial Instruments" to "Related Securities and Financial Instruments," and the title of Section 5 from "Legal Considerations" to "Securities Industry Regulations and Legal Considerations." Further, FINRA has modified the number of questions in each section of the study outline as follows:

FINRA has made similar changes to the Series 72 selection specifications and question bank. The number of questions on the Series 72 examination remains at 100, and candidates continue to have 3 hours to complete the exam. Also, each question continues to count as one point, and each candidate must correctly answer 70 percent of the questions to receive a passing grade.

Series 82 (Limited Representative—Private Securities Offerings)

Pursuant to NASD Rule 1032(h), each associated person of a member firm who is included within the definition of representative in NASD Rule 1031(b) may register with FINRA as a Limited Representative—Private Securities Offerings if: (1) the individual's activities in the investment banking and securities business of the member firm are limited solely to effecting sales as part of a primary offering of securities not involving a public offering, pursuant to Sections 3(b), 4(2) or 4(6) of the Securities Act and the rules and regulations thereunder; (2) the individual does not effect sales of municipal or government securities, or equity interests in or the debt of direct participation program securities as defined in NASD Rule 1022(e); and (3) the individual passes the Series 82 qualification examination.

Among other revisions, FINRA has revised the Series 82 study outline to add sections on exchange-traded funds, Private Investment in Public Equity (PIPE) offerings, NASD IM-2110-7 and NASD Rule 2370.

FINRA also has changed the title of Section 3 of the study outline from "Analyzing Corporate Securities" to "Analyzing Corporate Securities and Investment Planning." Further, FINRA has modified the number of questions in each section of the study outline as follows:

FINRA has made similar changes to the Series 82 selection specifications and question bank. The number of questions on the Series 82 examination remains at 100, and candidates continue to have 21/2 hours to complete the exam. Also, each question continues to count as one point, and each candidate must correctly answer 70 percent of the questions to receive a passing grade.

Availability of Study Outlines

The study outlines for the revised examination programs are available on FINRA's Web site at www.finra.org/brokerqualifications/exams.

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¹See File Nos. SR-FINRA-2007-027 (Proposed Rule Change Relating to Revisions to the Series 23 Examination Program); SR-FINRA-2007-028 (Proposed Rule Change Relating to Revisions to the Series 24 Examination Program); SR-FINRA-2007-029 (Proposed Rule Change Relating to Revisions to the Series 42 Examination Program); SR-FINRA-2007-030 (Proposed Rule Change Relating to Revisions to the Series 55 Examination Program); SR-FINRA-2007-031 (Proposed Rule Change Relating to Revisions to the Series 62 Examination Program); SR-FINRA-2007-032 (Proposed Rule Change Relating to Revisions to the Series 72 Examination Program); and SR-FINRA-2007-033 (Proposed Rule Change Relating to Revisions to the Series 82 Examination Program). These rule filings were filed with the SEC for immediate effectiveness on December 12, 2007.

² In addition, NYSE Rule 342.13 recognizes the Series 24 examination as an acceptable alternative to the Series 9/10 examination for persons whose duties do not include supervision of options or municipal securities sales activities. FINRA has incorporated into its rulebook certain rules of NYSE, including NYSE Rule 342.13. FINRA's NYSE Rule 342.13 applies solely to those members of FINRA that also are members of NYSE on or after July 30, 2007.

³See, e.g., NASD Rules 3010(a)(2), 3010(a)(4) and 3012(a)(1).

⁴ As a prerequisite to the Series 24 examination, FINRA also recognizes the Limited Registered Representative (Series 17), Canada Modules of the Series 7 (Series 37 and Series 38) and Limited Representative—Private Securities Offerings (Series 82) examinations.