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質問 # 73
To continue operating as an agent, broker-dealer, investment adviser, or investment adviser representative next year, you must pay the filing fee to renew your license with the state Administrator by
- A. January 15th of the new year.
- B. December 31st of this year.
- C. the anniversary date of the original issue date on your license.
- D. January 30th of the new year.
正解：B
解説：
Explanation
To continue operating as an agent, broker-dealer, investment adviser, or investment adviser representative next year, you must pay your filing fee to renew your license by December 31st of this year. Otherwise, your license will expire. There is no grace period.
質問 # 74
A "notice filing" refers to
- A. notification to the public by the issuer or its underwriters that the issue is being sold on an "all or nothing" basis.
- B. the right of an issuer to run tombstone ads in the newspapers and other publications upon filing a registration application with the state Administrator.
- C. the filing by a federal covered investment adviser of forms already filed with the SEC along with a consent to service of process with the state Administrator.
- D. a document that the issuer must file with the SEC informing the SEC that the firm has applied to the state for registration of its new security.
正解：C
解説：
Explanation
A "notice filing" refers to the filing by a federal covered investment adviser of forms filed with the SEC along with a consent to service of process with the state Administrator. The notice filing must be accompanied by the requisite state filing fee as well.
質問 # 75
Individual states are prohibited from requiring a broker-dealer or investment adviser to file financial reports more frequently than:
- A. twice a year.
- B. twelve times a year.
- C. once a year.
- D. four times a year.
正解：D
解説：
Explanation
Individual states are prohibited from requiring a broker-dealer or investment adviser to file financial reports more frequently than four times a year. Under the Securities and Exchange Act of 1934, individual states are prohibited from imposing more stringent requirements than those already required by the SEC, and the SEC requires quarterly reporting. Therefore, a state may not require that a broker-dealer or investment adviser file monthly reports with it.
質問 # 76
Which of the following practices would be prohibited in connection with the sale of investment company shares?
I. selling a client shares of a load stock fund when a no load stock fund with the same investment objective exists II. selling the client shares of five S&P 500 Index mutual funds, offered by different fund families III. encouraging a client to swap his money between two funds in the same family without informing him that this creates a taxable event
- A. I, II, and III
- B. II and III only
- C. I and II only
- D. I and III only
正解：B
解説：
Explanation
The scenarios described in Selections II and III only would be prohibited. Five S&P 500 Index mutual funds, even if offered by different fund families, all have the same investment objective-duplicating the returns earned on the S&P 500 Index, and they will be invested in very similar stocks. Therefore, the client is getting little or no more diversification of risk by investing in five funds over investing in just one. The agent is just getting richer from more commissions. Encouraging a client to swap his money between two funds in the same family without informing the client that this creates a taxable event is not providing the client with "full and fair disclosure." It may well be in the client's best interest to make the switch, but he needs to be made aware of the tax consequences. It is not necessarily prohibited to sell a client shares of a load stock fund when a no load stock fund with the same investment objective exists as long as the agent believes that the load stock fund is a better investment for his client.
質問 # 77
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 I and III are true.
- B. Only Statement IV is true.
- C. Only Statement I is true.
- D. Statements II and III are true.
正解：B
解説：
Explanation
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 # 78
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 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. - B. BigCash need do nothing since Target Investments was already duly registered with the state as a
broker-dealer. - C. 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. - D. BigCash will need to pay the annual filing fees required by the Administrator, but will not need to file a
new registration application.
正解：A
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 # 79
Which of the following constitutes a non-punitive order?
- A. registration cancellation
- B. All of the above are punitive orders.
- C. summary license suspension
- D. registration denial
正解：A
解説：
Explanation
Registration cancellation is a non-punitive order. The Administrator issues a cancellation order if a registered person dies, becomes mentally incompetent, is no longer in business, or is unable to be located.
質問 # 80
o: 52
Which of the following statements regarding "registration by qualification" is true?
- A. In its simplest form, registration by qualification requires the issuer to supply voluminous amounts of information about both the firm and its directors, officers, and major shareholders.
- B. Registration by qualification is the preferred method used by issuers since it requires the least amount of paperwork.
- C. Registration by qualification refers to the fact that certain categories of securities are exempt from state registration requirements.
- D. Registration by qualification refers to the fact that the highest quality bonds, i.e., those with a AAA rating, are exempt from registration with the state.
正解：A
解説：
Explanation
Registration by qualification, in its simplest form, requires the issuer to supply voluminous amounts of information about both the firm and its directors, officers, and major shareholders. The state Administrator also has the authority to require even more documentation. It is the least favorite method of registration for obvious reasons.
質問 # 81
Which of the following statements regarding an investment adviser representative who has an office in the
state is true?
- A. If an investment adviser representative is registered with the SEC, he or she need not obtain state
registration, regardless of whether the investment adviser representative has an office in the state. - B. Regardless of whether the investment adviser is registered with the SEC or is registered with the state,
all investment adviser representatives of the firm must be registered with the state if they have offices in
the state. - C. If the investment adviser that the investment adviser representative is affiliated with is itself registered
with the state, then the investment adviser representative does not need to apply for a separate
registration, regardless of whether the investment adviser representative has an office in the state. - D. If the investment adviser is registered with the SEC, then neither the investment adviser nor any of its
affiliated investment adviser representative needs to be registered with the state.
正解：B
解説：
Regardless of whether the investment adviser is register with the SEC or is itself registered
with the state, all of its investment adviser representatives (IARs) are required to register with the state if
they operate a place of business in the state.
質問 # 82
Harry Lange manages the investment portfolio for the Fidelity Magellan Mutual Fund. Mr. Lange is a(n)
- A. investment adviser.
- B. investment company.
- C. agent.
- D. broker-dealer.
正解：A
解説：
Explanation
If Harry Lange is managing the investment portfolio of Fidelity Magellan Mutual Fund, he is an investment adviser. He is making the investment decisions and receives a percentage of the assets under management as his compensation. He is not selling the mutual fund or the fund's investors anything, which is the job of a broker-dealer or an agent. Fidelity Magellan is the investment company.
質問 # 83
A-2-Z Associates is a full service brokerage and is also in the investment advisory industry, charging its
clients for investment advice for additional remuneration. Which of the following statements is true?
- A. A-2-Z can charge an individual client an advisory fee for its advice or a commission when it executes a
trade that the client makes based on that advice, but not both. - B. A-2-Z can charge the client both an advisory fee for its advice and a commission for the execution of a
trade based on that advice, but it must inform the client of its potential conflict of interest in doing so and
get the client's written consent. - C. A-2-Z can charge the client both an advisory fee for its advice and a commission on any trade the client
makes based on the advice. This is all laid out in the advertising brochures full service brokerage firms
like A-2-Z provide their prospective clients. - D. A-2-Z can charge the client only an advisory fee when it is serving as an investment adviser; no
commissions may be collected.
正解：B
解説：
A-2-Z can charge a client it advises an advisory fee for its advice and a commission for the
execution of a trade based on that advice, but it must inform the client of the potential conflict of interest
and get the client's written consent. It must also provide an itemized statement of all such agency cross
transactions performed for the client at least annually.
質問 # 84
Trevor is currently a registered agent in the state of Connecticut where he has been employed by Connect
& Company, a broker-dealer that is registered in Connecticut and has subsidiary operations in
Massachusetts, New Jersey, and New York. Trevor has moved to Massachusetts and is now associated
with one of Connect's subsidiaries, a broker-dealer registered in the state. Trevor has applied to the
Administrator of Massachusetts for registration as an agent. Can Trevor execute purchases and sales for
clients while his registration is still pending?
- A. Yes. Trevor can execute trades for new clients he solicits, but only for sixty days while his registration
is pending. - B. Yes. Because Trevor is a registered agent in another state and is affiliated with a broker-dealer that is
registered in the state of Massachusetts, he is not restricted from executing trades. - C. It depends. Trevor can execute some purchases and sales, but only for clients that he already had who
may have recently relocated to Massachusetts and only for sixty days while his registration is pending. - D. No. Until he is informed by the Administrator of Massachusetts that his application has been accepted,
Trevor may not effect any securities transactions in Massachusetts.
正解：C
解説：
It depends. Because he is a registered agent in another state and the broker-dealer he is
now affiliated with is registered in the state of Massachusetts, Trevor can execute purchases and sales,
but only for existing clients while his registration with the Massachusetts Administrator is still pending and
only for sixty days. This assumes, of course, Trevor has no violations that would restrict him from
registering in Massachusetts.
質問 # 85
Which of the following securities would not necessarily be exempt from state registration?
- A. a bond guaranteed by the Canadian government
- B. a bond issued by another state's employees' credit union
- C. a stock listed as a NASDAQ National Market Issue.
- D. a stock listed on the Tokyo Stock Exchange
正解：D
解説：
Explanation
Stocks listed on the Tokyo Stock Exchange would not necessarily be exempt from state registration. Stocks that are registered with the SEC, such as NASDAQ National Market Issue stocks, securities issued or guaranteed by the Canadian government, and securities issued or guaranteed by banks or credit unions are all exempt.
質問 # 86
Layered Corporation wants to issue a bond that will have warrants attached. Each warrant gives the
holder the right to buy 5 shares of Layered's common stock at a price stipulated on the warrant. In this
instance, Layered must file to register which of the following securities with the state?
I. the bonds
II. the warrants
III. the common stock
- A. I only
- B. I and II only
- C. I, II, and III
- D. I and III only
正解：C
解説：
If Layered issues a bond with warrants attached that give the holder the right to buy shares
of its common stock, Layered must register all three securities. The bond is being offered for sale with the
warrants attached, so both the bond and the warrant are being offered for sale and must be registered.
Furthermore, the Uniform Securities Act stipulates that the "sale or offer for sale of the right" to buy
another security "is considered to include an offer of the other security." Therefore, offering the warrant for
sale is effectively an offer to sell the stock as well, so the stock must be registered.
質問 # 87
Which of the following does not necessarily have to be included in the contract between an investment
adviser and an individual client, according to the Uniform Securities Act (USA)?
- A. a statement of the investment policy that has been agreed upon between the adviser and the client
- B. a statement stipulating that the contract cannot be assigned to another party without the client's
consent - C. if the investment adviser is a partnership, a statement indicating that the client will be notified if there is
any change in the partners within a reasonable time period - D. the compensation agreement, which cannot be a percentage of the capital gains or capital appreciation
earned on the portfolio for all but the wealthiest of individual clients.
正解：A
解説：
A statement of the investment policy does not have to be included in the contract between an
investment adviser and an individual client. The statement of investment policy is generally developed
after the contract is signed.
質問 # 88
Julia Hasty has recently applied with the Administrator to be a registered investment adviser in the state. Eager to open her new business, she has business cards printed that indicate that she is a "state-registered" investment adviser and visits some local businesses, asking them for permission to put some of her cards in their waiting rooms.
Has Julia violated any of the provisions of the Uniform Securities Act by distributing her business cards?
- A. No. As long as her application has been submitted and is pending acceptance, Julia has not violated any provisions of the Uniform Securities Act.
- B. No. Julia has merely put her business cards in waiting rooms. She has not opened her business to clients yet.
- C. No. The provisions of the Uniform Securities Act relate to securities, not people.
- D. Yes. Julia is not permitted to advertise as a "state-registered" investment adviser until she receives notification of the acceptance of her application by the state Administrator.
正解：D
解説：
Explanation
Yes. Julia has violated a provision of the Uniform Securities Act by distributing business cards that indicate she is a "state-registered" investment adviser because she has not yet received notification of the acceptance of her application by the state Administrator. The filing of an application for registration is not the same as registration, and the placement of the cards is, at this early point, false advertising.
質問 # 89
You are an investment adviser representative. Your client, Mr. I. M. Pulse, calls you with what he thinks is
exciting news. He just passed a restaurant and saw Microsoft's Bill Gates having lunch with a local
entrepreneur who owns a small firm in the computer software industry that trades on the OTC pink sheets.
He is sure that this means Microsoft is negotiating a purchase of the smaller company and instructs you to
take the cash balance in his account and buy shares of the local company. You should
- A. advise Mr. Pulse that he may be jumping the gun, but place the order if he insists.
- B. tell Mr. I.M. Pulse that this would be an illegal insider trade and that you are unable to fulfill his request.
- C. do both A and B.
- D. call your supervisor and alert him immediately of Mr. Pulse's attempt to have you place an illegal order
on his behalf in case Mr. Pulse decides to place the order elsewhere.
正解：A
解説：
If Mr. Pulse wants you to place an order to buy a firm that he thinks will become a target of
Microsoft based on seeing Bill Gates and the owner of the firm dining together, you should, as his adviser,
inform him that he may be jumping the gun and drawing a false conclusion, but you should place the order
if he continues to insist. It is a legitimate order, and you are obligated to follow his instructions. It does not
constitute illegal insider trading because Mr. Pulse has no way of knowing what the two men were talking
about. They may just be old high school buddies catching up on the news.
質問 # 90
Erin is a registered agent who works for SecureMoney Brokers-dealers. One of her clients, Mrs. McTurk, is a recently-widowed woman who relies on Erin for advice about her investment portfolio. Mrs. McTurk reminds Erin of her own grandmother, and she is happy to provide guidance within the sphere of her own knowledge.
Based on these facts, which of the following statements is true?
- A. Neither SecureMoney Broker-dealers nor Erin must register as an investment adviser based on the facts provided.
- B. SecureMoney Broker-dealers must register as an investment adviser since one of its employees is providing investment advice, and Erin must register as an investment adviser representative as the firm's employee.
- C. SecureMoney Broker-dealers must register as an investment adviser since one of its employees is providing investment advice.
- D. Erin must register as an investment adviser since she is providing investment advice.
正解：A
解説：
Explanation
Neither SecureMoney Broker-dealers nor Erin must register as an investment adviser based on the facts provided since neither the broker-dealer nor Erin is receiving any compensation for the advice Erin is giving Mrs. McTurk. In this instance, the advice provided is considered incidental to the broker-dealer business.
質問 # 91
According to the NASAA Model Rules, which of the following institutions would not be considered a qualified custodian?
- A. a broker-dealer that is registered with the state
- B. a foreign financial institution
- C. a savings institution that is insured by the FDIC
- D. a bank that is insured by a private, state-sponsored insurance company
正解：D
解説：
Explanation
According to the NASAA Model Rules, a bank that is insured by a private, state-licensed insurance company would not be considered a qualified custodian. Registered broker-dealers, foreign financial institutions, and banks and savings institutions that are insured by the FDIC are on the list of qualified custodians.
質問 # 92
The state of Massachusetts has issued a general obligation (G.O.) bond that pays 3% interest. As an
agent selling this bond, you can legitimately tell the investor that
- A. the bond is guaranteed by the state of Massachusetts and is, therefore, a risk-free investment.
- B. all of the above statements are true.
- C. all state general obligation bonds are also guaranteed by the federal government.
- D. the interest income the investor receives from the bond will be free from federal taxation.
正解：D
解説：
An agent selling a Massachusetts general obligation bond can legitimately tell the investor
that the interest income he receives from the bond will be free from federal taxation. It is not, however, a
risk-free investment. States may default on their bond issues, and bonds issued by states are not
guaranteed by the federal government.
質問 # 93
Which of the following scenarios describes activities that are disallowed under the NASAA Model Rules?
I. Broker-dealer Anon observes that a client placed a stop loss order to sell her 1,500 shares of
Amazon.com stock for $131 when the stock was selling for $134. Anon sold the stock for $133 when it
started to fall during the day and credited the client's account with $131 per share when stock dropped
further to $129 a share.
II. Penny is an agent with Broker-dealer Anon. She recently recommended that a client buy a stock that
Penny thought would do well. As it turned out, Penny was wrong, and she offers to refund the commission
that the client paid her.
III. Broker-dealer Anon is part of the selling group of a hot new IPO. As such, the firm purchases 50% of
the shares for its own portfolio and sells the remainder to the public.
- A. I only
- B. I and II only
- C. I, II, and III
- D. I and III only
正解：C
解説：
Selections I, II, and III are all disallowed under the NASAA Model Rules. In Selection I,
Broker-dealer Anon has made an unauthorized transaction and has also stolen from his client. The stop
order indicated that the client's Amazon.com order should be effected only if the stock dropped to $131 a
share or less. Anon jumped the gun and sold it for $133, but only gave the client the specified price of
$ 131 a share. In the scenario described in Selection II, Penny's intentions might have been good, but an
agent is not allowed to refund commissions. Anon is also in violation in Selection III's scenario. A member
of the selling group is expected to make "bona fide" public offerings of the securities allotted him. To
purchase some of the securities for itself is prohibited.
質問 # 94
Newbie Corporation is considering the possibility of an interstate initial public offering (IPO) of its stock. In
the initial meetings with BigFee Investment Bankers, Newbie has learned that the underwriting spread will
be 15%. Although the actual offering price won't be set until Newbie's registration statement is approved
by the SEC, BigFee has indicated that the offer price will probably be between $3 and $4 a share and that
the stock will initially be listed on the OTC Bulletin Board. What methods for state registration does
Newbie have available?
I. registration by coordination
II. registration by notification
III. registration by qualification
- A. Newbie may elect to register by any one of the above methods although registration by qualification
would be the most burdensome choice. - B. Methods I and III only
- C. Method II only
- D. Method I only
正解：B
解説：
Newbie may apply for state registration using either the registration by coordination or the
registration by qualification method, although the latter method is the most burdensome of the three. The
firm is not eligible to register by notification. To be eligible, the offer price of the IPO would have to be at
least $5, and the underwriting spread would need to be no greater than 10%.
質問 # 95
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