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質問 # 116
Noah Scruples, an agent with CanDo Broker-Dealers, just got a copy of the most recent report on a
certain stock. The report was generated by CanDo's analyst department and is hot off the presses. It has
not yet even been put on the firm's website for the firm's clients.
The analyst department has just changed its recommendation on the stock from "Hold" to "Strong Buy"
based on new information that it has obtained on the company. Can Noah
rush to his office to buy shares of the stock before the analysts release their reports to CanDo's clients?
- A. Both B and C are true statements.
- B. No. It is unethical for him to trade based on this information before the firm's clients have received the
information. - C. Yes. The firm's analysts used publicly available information to assess the stock and make its
recommendation, so Noah can buy the stock now on his own account. - D. No. This is a prohibited activity referred to as "painting the tape."
正解：B
解説：
No. It is unethical for him to trade based on the information that just came from the analysts
before the firm's clients have the information. This is a prohibited practice called "front running."
質問 # 117
Individual states are prohibited from requiring a broker-dealer or investment adviser to file financial reports more frequently than:
- A. twelve times a year.
- B. twice a year.
- C. four times a year.
- D. once a year.
正解：C
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 # 118
Assuming the security is not registered under the Uniform Securities Act, which of the following would not be exempt from state registration?
- A. a variable annuity contract offered by an insurance company with offices in the state
- B. a put option on a stock that sells in the over-the-counter market
- C. a stock that is listed on the OTC Bulletin Board
- D. a stock that is listed on the American Stock Exchange
正解：C
解説：
Explanation
A stock that is listed on the OTC Bulletin Board would not be exempt from state registration unless it already happens to be registered under the Uniform Securities Act. Variable annuities and stocks listed on the American Stock Exchange are classified as federal covered securities by the NSMIA of 1996 and are exempt from state registration. An amendment to the Securities and Exchange Act of 1934 exempts option contracts from state registration.
質問 # 119
Once a broker-dealer has applied for and been granted state registration, the registration remains valid
- A. until December 31st.
- B. for twelve months.
- C. for three years.
- D. for five years.
正解：A
解説：
Once a broker-dealer has been granted state registration, that registration is valid until
December 31st of that year. Registration automatically terminates annually on December 31st although
an Administrator may elect to revoke or suspend a broker-dealer's registration at any time if the
Administrator finds just cause.
質問 # 120
uestion No: 157
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：
Explanation
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 # 121
Which of the following orders can an Administrator issue without providing prior notice?
- A. license revocation
- B. cease and desist
- C. license denial
- D. license suspension
正解：B
解説：
The Administrator can issue an order to cease and desist without providing the party
concerned with prior notice. In the cases involving the denial, suspension, or revocation of a license, the
Administrator will provide prior notice, along with the opportunity for a hearing, and a written statement of
the facts and the legal consequences involved.
質問 # 122
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. Skip and either Mars or Venus, but not both
- B. Skip, Mars, and Venus
- C. Both Skip and Venus
- 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 # 123
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. 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.
- C. No. Julia has merely put her business cards in waiting rooms. She has not opened her business to clients yet.
- D. No. The provisions of the Uniform Securities Act relate to securities, not people.
正解：B
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 # 124
Which of the following securities would not necessarily be exempt from state registration?
- A. a bond guaranteed by the Canadian government
- B. a stock listed as a NASDAQ National Market Issue.
- C. a stock listed on the Tokyo Stock Exchange
- D. a bond issued by another state's employees' credit union
正解：C
解説：
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 # 125
A broker-dealer cannot legally be
- A. a sole-proprietorship.
- B. an individual.
- C. A broker-dealer can be any of the above.
- D. a partnership.
正解：C
解説：
A broker-dealer can be a partnership, an individual, or a sole-proprietorship under the
guidelines of the Uniform Security Act.
質問 # 126
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. before the beginning of the next quarter.
- B. by the close of business on the next business day.
- C. within a week's time.
- D. before the end of the month.
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 # 127
John Ketchum is an investment adviser representative with Load Investment Advisers, which has a family
of load funds that it encourages its representatives to promote. Representatives of the firm that sell
shares in these funds to their clients receive a greater share of the load than they do if they sell load funds
offered by other firms. Based on these facts, which of the following statements is true?
- A. If, after reviewing the information form a client has filled out, John believes that one of Load's funds is
an appropriate investment, John can recommend that the client invest in that fund. There is no disclosure
requirement necessary if the recommendation is a sound one that can be proved to be based on the
client's specific situation. - B. John is obligated to try to sell his clients the funds offered by Load first since he is affiliated with them
and has a fiduciary responsibility to them. - C. John must provide his clients with a written disclosure that he will receive a greater remuneration for
selling shares in the Load family of funds than if he sells them shares in other funds before he provides his
clients with any investment advice. - D. Both A and B are true.
正解：C
解説：
As a representative for a family of load funds who receives greater remuneration for selling
those funds, John must provide his clients with a written disclosure of this fact before providing any advice,
according to NASAA Model Rules. This constitutes a material conflict of interest that must be disclosed "to
clients in writing before any advice is rendered." John is not obligated to try to sell his clients the funds
offered by Load first. His fiduciary responsibility is to his clients, not his employer.
質問 # 128
While on vacation in Colorado, Mr. Moneybags became interested in the stock of a company called SafeAway, which designs and installs customized high-tech security systems in the multimillion dollar mansions located in Colorado's pricier ski resort areas, such as Vail and Aspen. Upon returning to his home in Boston, he calls his broker-dealer with an order to purchase 10,000 shares of the stock, which he learned trades in the over-the-counter market. Fast Eddie, a registered agent with his broker-dealer, discovers that SafeAway's stock is registered only in the states of Colorado and Wyoming. Neither Fast Eddie nor his broker-dealer are registered to do business in either of those states. Under these circumstances,
- A. Fast Eddie should contact a broker-dealer that is registered in either Colorado or Wyoming and negotiate a finder's fee for referring Mr. Moneybags to them.
- B. Fast Eddie can execute the trade for Mr. Moneybags since this would be considered an exempt transaction because it is an unsolicited transaction.
- C. Fast Eddie cannot effect Mr. Moneybags purchase of SafeAway stock since neither he nor his broker are registered to do business in Colorado or Wyoming, and SafeAway stock is not registered for sale in the state of Massachusetts.
- D. Fast Eddie can execute the trade for Mr. Moneybags since this would be considered an exempt transaction because it is a private placement.
正解：B
解説：
Explanation
Under the circumstances described, Fast Eddie can execute the trade for Mr. Moneybags even though SafeAway stock is registered for sale only in the states of Colorado and Wyoming since neither Fast Eddie nor the broker-dealer solicited the transaction, making this an exempt transaction. However, the Massachusetts Administrator may demand that Fast Eddie and his broker-dealer provide proof that the trade was indeed unsolicited.
質問 # 129
on No: 239
A tombstone advertisement is
- A. an offer to sell a new security that is being issued by an Arizona firm.
- B. an offer to sell a new security.
- C. the only type of advertisement that an investment advisory firm is allowed to use.
- D. the announcement of a new security that may become available for purchase.
正解：D
解説：
Explanation
A tombstone advertisement is an announcement of a new security that may become available for purchase. It is the only type of advertisement that is allowed during the "cooling off period" once a firm has filed a registration statement for a new security. It is not an offer to sell the security, an act that is strictly prohibited during this period.
質問 # 130
Cassie Clueless has recommended that a client purchase shares of a mutual fund prior to its ex-dividend date, so that the client will receive the dividends when they are distributed.
In which of the following situations might this recommendation be justifiable and not in violation of NASAA rules?
I. The investor has refused to provide Cassie any information regarding his investment goals.
II. The investor is a young professional with an investment goal of long-term capital appreciation.
III. The investor is a retiree in a low tax bracket and needs current income to augment her social security check.
- A. I only
- B. It is always in violation of NASAA rules to recommend that a client purchase shares of a mutual fund prior to its ex-dividend date.
- C. I and II only
- D. III only
正解：D
解説：
Explanation
If Cassie makes her recommendation based on the scenario described in Selection III, she is not violating any NASAA rules. It is advantageous for an investor who is a retiree in a low tax bracket and needs current income to augment her social security check to buy shares of a mutual fund before its ex-dividend date in order to receive the dividend income. The NASAA rule states only that an agent cannot indicate that the purchase of shares of a mutual fund prior to the ex-dividend date would be advantageous to the client "unless there are specific, clearly described tax or other advantages to the customer." It would be unethical for Cassie to recommend this strategy to an investor whose investment goals were unknown to her, as in Selection I, or to an investor who is looking for long-term capital appreciation and has no need for the dividend income--which will be taxable--as in Selection II.
質問 # 131
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