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質問 # 32
The net worth of a broker-dealer has fallen below the minimum net capital requirement specified by the
state in which the broker-dealer is registered. This broker-dealer must notify the Administrator of this fact
- A. within a week's time.
- B. by the close of business on the next business day.
- C. before the end of the month.
- D. before the beginning of the next quarter.
正解：B
解説：
When the net worth of a broker-dealer falls below the minimum net capital requirement
specified by the state, the broker-dealer must notify the Administrator of this fact by the close of business
on the next business day according to the Uniform Securities Act.
質問 # 33
Sam Shyster had his day in court-and lost. His license to do business as an investment adviser in the
state has been revoked. What legitimate options does Sam have available to him now?
- A. Sam can register with the SEC as an investment adviser, which will exempt him from state registration
requirements. - B. Sam has 60 days to file an appeal of the decision in a court of law.
- C. Sam can move to another state and apply for registration as an investment adviser there.
- D. Sam has 45 days in which to file an appeal with the attorney general.
正解：B
解説：
Sam has the legitimate option of filing an appeal of the decision in a court of law within 60
days. He will not be able to register as an investment adviser with the SEC or with another state. His
application will be denied when it is discovered that Sam has had his license revoked by one state.
質問 # 34
Shady Corporation's executives are concerned over the firm's steadily declining stock price and decide to
do something about it. They each decide to make significantly large purchases of their firm's stock in
order to stabilize and hopefully even to drive up its price, reasoning that they can sell the stock for the
higher price down the road and profit from the transaction. You are a broker-dealer for the firm's
executives. Are Shady's executives planning to do anything illegal?
- A. Yes. Although it is not illegal for them to purchase shares of their firm's stock, they cannot do so in
order to try to manipulate the price of the stock. - B. No. As long as they follow the rules and report their purchases to the SEC, it is not illegal for them to
purchase shares of their firm's stock. - C. No. It's a win-win. They are using their own money to buy stock of their firm, and this can help drive the
stock price up and put profits in their pockets. - D. Yes. To purchase shares of their own company is considered to be illegal insider trading.
正解：A
解説：
Yes. Although it is not illegal for Shady's executives to purchase shares of their firm's stock,
in this case they are planning to do something illegal in deciding to make significantly large purchases of
their firm's stock in order to manipulate the price. This is an example of price pegging.
質問 # 35
Which of the following does not describe a prohibited practice for broker-dealers under the NASAA Model Rules?
I. SecureMoney Broker-Dealers has received a request from a client who wants SecureMoney to "identify a few solid firms in the Asian market and invest up to $20,000 in them." SecureMoney executes the purchases and receives the requisite signed discretionary authorization from the client before the settlement date.
II. CanDo Broker-Dealers executes a margin transaction for a client, promptly receiving a signed, written margin agreement from the client after the transaction takes place.
III. GetErDone Broker-Dealers receives a call from a client who wants to purchase some securities on margin.
GetErDone has the client come into the office to sign a properly executed margin agreement prior to effecting the transaction.
- A. II and III only
- B. None of the selections are prohibited practices.
- C. I and III only
- D. III only
正解：A
解説：
Explanation
Neither Selection II nor Selection III describes a prohibited practice for broker-dealers under the NASAA Model Rules. Broker-dealers are permitted to execute margin transactions for clients as long as they receive a signed, written margin agreement promptly after the initial margin transaction takes place. The agreement need not be signed beforehand. Discretionary authorizations do need to be signed before the broker-dealer executes any discretionary transactions for a client, so Selection I describes a prohibited practice.
質問 # 36
Rich Quick is a broker-dealer licensed in the state of Massachusetts and has offices only within the state.
Two of Rich Quick's clients regularly vacation in Florida during the winter months, and Rich Quick
executes trades for them when they call him from out-of-state. Based on these facts,
I. Rich Quick needs to register as a broker-dealer in the state of Florida as well.
II. Rich Quick needs to register only as an agent in the state of Florida.
III. Rich Quick needs to establish an office in the state of Florida in order to transact business.
IV. Rich Quick need not register in Florida.
- A. Statements II and III are true.
- B. Only Statement IV is true.
- C. Statements I and III are true.
- D. Only Statement I is true.
正解：B
解説：
Based on the facts provided, Rich Quick need not register in Florida since he has no offices
in the state of Florida, and he is conducting business for existing clients who are merely vacationing in
Florida and are not residents of the state.
質問 # 37
Which of the following does not describe a prohibited activity by investment advisers and their
representatives, according to NASAA Model Rules?
- A. A new client comes to Simon LaGree for investment advice. The client has $25,000 to invest.Simon
tells the client that it will cost the client $5,000 to have a customized financial plan developed for him, but
after that the client needs to pay only 5% of the total value of the assets under management each quarter. - B. A 72-year-old retired social worker comes to Simon LaGree for investment advice. She has $50,000 to
invest. Simon recommends she invest half of it in an international growth mutual fund and half in a
variable annuity. - C. The agreement that Simon LaGree has his clients sign indicates that LaGree uses SecureMoney
Broker-Dealers in executing trades for his clients and that, in return, LaGree receives software from the
broker-dealer that allows LaGree to perform some fundamental and technical analysis. - D. All of the above describe prohibited practices.
正解：C
解説：
It is not prohibited for LaGree to receive the software from SecureMoney in return for
executing trades through that broker-dealer since LaGree has disclosed this to his clients. An investment
adviser is permitted to receive soft dollars from broker-dealers in return for executing trades through them,
as long as the client is informed of the arrangement and the soft dollars will benefit both the client and the
adviser, which is the case in this instance since the software gives LaGree the ability to do research in
order to better advise his client. Choice A is clearly prohibited since it constitutes an "unreasonable
advisory fee." In Choice B, LaGree is making unsuitable recommendations to his client. A 72-year-old
retired social worker is likely to have a greater-than-average need for liquidity to pay for unexpected items,
such as medical bills. Variable annuities are designed to be long-term investments, not short-term
investments, so they would not meet this need. They typically have high surrender penalties that the client
would be subject to if she needed to make withdrawals within, say, the next 10 years. Likewise,
international growth funds are not liquid investments. International growth mutual funds are invested in
foreign stocks and are riskier than average, and are, thus, not suitable investment vehicles for the typical
7 2-year-old retired social worker.
質問 # 38
Barring no irregularities (such as a license revocation by another state last year), after you have filed for
registration as an agent, your license will be granted within
- A. 45 days.
- B. 10 business days.
- C. 30 days.
- D. 14 business days.
正解：C
解説：
Barring no irregularities, after you have filed for registration as an agent, you should receive
your license within 30 days. More specifically, your license will be approved "no later than noon of the
3 0th day after filing."
質問 # 39
Iggy recently started his own company. He soon discovered it required more cash to keep it going than he had anticipated. He ran an ad in the local paper for investors and got a response. He found a template for a promissory note on the internet, filled in the requisite information specific to the agreement he and the investor had worked out, and printed it out. On it, he promised to make monthly interest payments of 2% on the loan and to repay the principal amount at the end of 18 months. A few months after the arrangement, Iggy read an article in a small business publication that indicated that promissory notes had to be registered with the state unless they were sold in an exempt transaction, such as one enacted with a financial institution, prior to being offered for sale. The article indicated that a seller who had sold an unregistered note in error could remedy the situation by sending the buyer a formal offer to buy the security back, with interest. Iggy turned to the computer once again, found a form that could be used for a formal offer of rescission, filled it out, and sent it to the investor. Having done this,
- A. Iggy must follow up with a second notice sent via registered mail if he has not heard from the investor within 30 days.
- B. Iggy cannot be sued for civil damages if the investor fails to respond to the offer within 30 days.
- C. Iggy will not be assessed any penalties by the Administrator of the state, but the investor can still sue for damages in civil court.
- D. Iggy must wait 6 months for a response from the investor. If no response is received by the end of 6 months, Iggy is off the hook.
正解：B
解説：
Explanation
Since Iggy realized the promissory note he had sold to the investor required state registration and sent a formal offer of rescission to the investor, he cannot be sued for civil damages if the investor has not responded to the offer within 30 days. The investor has 30 days to accept or reject the offer. If he either rejects it or fails to accept it by not responding to the offer at all, the investor has lost the right to sue for damages.
質問 # 40
Which of the following is not a prohibited practice for a broker-dealer?
- A. requiring that a client who is engaged in margin transactions leave the securities with the broker-dealer in "street name"
- B. waiting 36 hours before mailing a check after receiving a request for a cash withdrawal from a client if the client has that much cash available in his account
- C. recommending a security to a new client without first ascertaining that client's level of risk tolerance
- D. executing a trade for an account holder based on instructions from the account holder's spouse
正解：A
解説：
Explanation
It is not prohibited for a broker-dealer to require that a client who is engaging in margin transactions to leave the securities with the broker in "street name." This is the normal business practice. A margin transaction means that the client is borrowing part of the funds he's investing, and the securities are serving as collateral for the loan. It is illegal to delay sending a check upon receiving a request for a cash withdrawal, assuming the client has the cash available in his account; to recommend a security to a client without knowing anything about him, including his tolerance for risk; and to execute a trade on instructions from anyone other than the account holder unless that party has at least limited power of attorney.
質問 # 41
BigCash Broker-Dealers is registered in the state and is in the process of purchasing a smaller
broker-dealer, Target Investments, as a subsidiary. Target Investments is also registered in the state.
After completing the purchase, what actions must BigCash take regarding registration of its new
subsidiary?
- A. BigCash need do nothing since Target Investments was already duly registered with the state as a
broker-dealer. - B. BigCash must file a new application with the state to register its new subsidiary and must also pay the
annual filing fees required by the Administrator. - C. BigCash will need to pay the annual filing fees required by the Administrator, but will not need to file a
new registration application. - D. BigCash must file a new application with the state to register its new subsidiary, but will be able to
utilize the remainder of any annual filing fees that Target Investments had paid for the year.
正解：D
解説：
After completing the purchase, BigCash will have to file a new registration application for its
new subsidiary, but BigCash can utilize the remainder of any annual filing fees that Target Investments
had paid for the year. Although registration applications are never transferable, annual filing fees are.
質問 # 42
Most individual state securities laws today are based on:
- A. the Gramm-Leach-Bliley Act of 1999.
- B. the National Securities Markets Improvement Act of 1996.
- C. the Uniform Securities Act of 2002.
- D. the Uniform Securities Act of 1956.
正解：D
解説：
Most individual state securities laws continue to be based on the 1956 Uniform Securities
Act. Although the Uniform Securities Act was revised in 1985, 1988, and 2002, none of these revisions
have been widely incorporated by the individual states. The National Securities Markets Improvement Act
of 1996 dealt mainly with the definition of federal covered securities and more efficient management of
mutual funds. The focus of the Gramm-Leach-Bliley Act of 1999 was on financial institutions.
質問 # 43
An investment adviser may act as a custodian for a client's securities if
I. the Administrator of the state doesn't have a rule prohibiting custodial arrangements.
II. he informs the state Administrator in writing that he will be acting as a custodian for the client.
III. he arranges to pay an independent certified public accountant to perform an unannounced audit of his
books each year so that the accountant can report his findings to the state Administrator.
- A. I only
- B. I and II only
- C. I and III only
- D. I, II and III
正解：D
解説：
Selections I, II, and III are true statements. In order for an investment adviser to act as a
custodian for a client's securities, he must first make certain that the Administrator of the state in which
he's registered does not prohibit it. Then he must inform the Administrator in writing that he will be acting
as a custodian for the client, and he has to pay for an independent CPA to audit his books once a year to
make certain that everything is copasetic, upon which the CPA reports his findings to the state
Administrator. There are also other requirements that must be met.
質問 # 44
Skip is a registered agent with state. He recently quit his job with Venus Broker-Dealers to become affiliated with Mars Broker-Dealers.
Which of the three entities must report this change to the state Administrator?
- A. Both Skip and Venus
- B. Skip, Mars, and Venus
- C. Skip and either Mars or Venus, but not both
- D. Skip only
正解：B
解説：
Explanation
When Skip leaves one broker-dealer and signs on with another, all three entities-Skip, Mars, and Venus-must report this to the state Administrator. Under the Uniform Securities Act, when an agent leaves a broker-dealer, both the agent and the broker-dealer are required to report this to the state Administrator, and when an agent begins employment with a new broker-dealer, both the agent and the new broker-dealer must report it.
質問 # 45
Finn Nance has recently passed his CFP exam and is now a certified financial planner. He has new business cards printed that have the words "Certified Financial Planner" printed under his picture. In doing so,
- A. Finn has not violated any laws or engaged in any prohibited practices.
- B. Finn has possibly violated a state securities regulation. The Administrator in many states prohibits the use of the word "certified" on any advertisement for services.
- C. Finn is not in violation of any laws as long as he has notified the state Administrator of his new designation and his new logo.
- D. Finn has violated a securities law. The Uniform Securities Act prohibits anyone from using the word
"certified" on any advertisement for services.
正解：A
解説：
Explanation
Finn has not violated any laws or engaged in any prohibited practices in using the words "Certified Financial Planner" on his business cards. Had he indicated he had been certified or approved by the state, he would have been in violation, but he is allowed to indicate a certification with a professional organization in any advertising literature.
質問 # 46
The discretionary powers over a clients' accounts differ between broker-dealers and investment advisers
in that
- A. An investment adviser can execute a discretionary transaction for a client upon receiving only verbal
authority initially, followed up by written authority to be received within 10 days of the order, whereas a
broker-dealer must require that written authority for the transaction is provided before the transaction
even takes place. - B. An investment adviser can execute a discretionary transaction for a client upon receiving only verbal
authority initially, followed up by written authority to be received within 10 days of the order, whereas a
broker-dealer must require that written authority for the transaction is in the mail before proceeding with
the transaction. - C. A broker-dealer can execute a discretionary transaction for a client upon receiving only verbal authority
initially, followed up by written authority to be received within 10 days of the order, whereas an investment
adviser must require that written authority for the transaction is in the mail before proceeding with the
transaction. - D. A broker-dealer can execute a discretionary transaction for a client upon receiving only verbal authority
initially, followed up by written authority to be received within 10 days of the order, whereas an investment
adviser must require that written authority for the transaction is provided before the transaction even takes
place.
正解：A
解説：
The discretionary powers of a broker-dealer and an investment banker differ in that an
investment adviser is allowed to execute a discretionary transaction for a client upon receiving verbal
authority only, as along as it is followed up with a written authorization within 10 days, whereas a
broker-dealer is prohibited from executing a discretionary transaction unless it has already received
written authority for that transaction.
質問 # 47
You have recently discovered that a security you purchased has not been registered with the state, nor is
it exempt from registration. You can file a civil claim against the seller as long as you do so within
- A. one year from discovery.
- B. two years from discovery or three years from the event, whichever comes first.
- C. three years from discovery or five years from the event, whichever comes first.
- D. five years.
正解：B
解説：
If you discover that a security you purchased has not been registered with the state and was
sold unlawfully, you can file a civil claim against the seller as long as you do so within two years from
discovery or three years from the event, whichever comes first, under the guidelines of the Uniform
Securities Act. Therefore, if you know about an unlawful sale for more than two years or if the sale took
place more than three years ago, you cannot sue. The statute of limitations has expired.
質問 # 48
In its capacity as a full service broker, A-2-Z Associates is also in the investment advisory industry, charging its clients for investment advice for additional remuneration. One of the firm's clients has been advised to buy some U.S. government treasury inflation-protected securities (TIPS.) A-2-Z is a dealer in these securities in the secondary market.
Which of the following statements is true?
- A. A-2-Z can sell the client TIPS from its own portfolio as long as it tells the client that it is taking on the part of the seller in the transaction.
- B. A-2-Z can sell the client TIPS indirectly by getting a 3rd party-another broker-dealer-to effect the sale.
- C. Under no circumstances may A-2-Z sell the client TIPS that A-2-Z holds in its own portfolio. This would be a conflict of interest.
- D. A-2-Z can only sell the client TIPS if it informs the client it is acting as the seller in this transaction and receives the client's written consent before the transaction is settled.
正解：D
解説：
Explanation
A-2-Z can only sell a client TIPS from its own portfolio if it informs the client that it is acting as the seller in this transaction and receives the client's written consent before the settlement date of the transaction.
質問 # 49
You execute a stock transaction for a client on Thursday, September 23rd. The settlement date on the
order ticket will be
- A. Monday, September 27th.
- B. Tuesday, September 28th.
- C. Thursday, September 23rd.
- D. Friday, September 24th.
正解：B
解説：
If you execute a stock transaction for a client on Thursday, September 23rd, the settlement
date for that trade will be Tuesday, September 28th, which is T + 3, meaning three business days after the
trade date.
質問 # 50
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