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質問 # 35
Which of the following would not appear on a trade confirmation?
- A. All of the above items appear on a trade confirmation.
- B. the commission
- C. the settlement date
- D. the client's account number
正解：A
解説：
All of the items listed appear on a trade confirmation-the client's account number, the
commission, and the settlement date-as well as a lot of additional information.
質問 # 36
Which of the following scenarios does not meet the definition of "custody" under NASAA Model Rules?
- A. An investment adviser receives a check from a client that is written to a mutual fund and forwards the
check to the mutual fund within three business days of receipt. - B. An investment adviser has general power of attorney for a client and is authorized to withdraw client
funds or securities that are on deposit with a registered broker-dealer upon the investment adviser's
request. - C. An investment adviser keeps a client's securities in its safety deposit box.
- D. An investment adviser is mistakenly sent a client's securities, but returns them to the sender within
three business days of receipt.
正解：D
解説：
If an investment adviser is mistakenly sent a client's securities, but returns them to the
sender within three business days of receipt, he is not deemed to have taken custody of the securities
under NASAA Model Rules. Custody is defined by the NASAA as "holding directly or indirectly, client
funds or securities, or having any authority to obtain possession of them." Therefore, an investment
adviser who has general power of attorney to withdraw a client's funds or securities from a broker-dealer
is acting as a custodian, as is an investment adviser who keeps a client's securities in its safety deposit
box. If an investment adviser receives a check from a client that is written to a third party, such as a
mutual, that check must be forwarded within 24 hours of receipt, or the investment adviser is deemed to
be a custodian.
質問 # 37
When a customer files a complaint with a broker-dealer,
I. the broker-dealer must submit the complaint to the firm's compliance department.
II. the broker-dealer must provide a prompt written response to the complainant.
III. the broker-dealer must temporarily suspend the activities of any agent named in the complaint.
- A. II and III only
- B. I and II only
- C. I and III only
- D. I, II and III
正解：B
解説：
Only Selections I and II are true. When a customer files a complaint with a broker-dealer, the
broker-dealer is required to submit the complaint to the firm's compliance department, if any, and to
provide the complainant with a prompt written response. It is not necessary to suspend the activities of an
agent named in the complaint.
質問 # 38
When a client has purchased securities on margin, the broker-dealer
- A. may use any securities that the client purchased on margin as collateral for a loan from a bank upon
receiving a written agreement signed by the client. - B. Both B and C are correct statements.
- C. may require that the client leave all his securities, even those not purchased on margin, in street name.
- D. must keep the securities that the client paid cash for separate from the securities that the client
purchased on margin.
正解：B
解説：
A broker-dealer is required to keep any securities a client paid cash for separate from the
securities that the client purchased on margin, and upon receiving a written agreement signed by the
client-a hypothecation agreement-may use those securities that were purchased on margin as collateral
for a loan from a bank. The broker-dealer may not require that a client leave securities purchased through
cash transactions in street name.
質問 # 39
Assuming the security is not registered under the Uniform Securities Act, which of the following would not
be exempt from state registration?
- A. a put option on a stock that sells in the over-the-counter market
- B. a stock that is listed on the OTC Bulletin Board
- C. a variable annuity contract offered by an insurance company with offices in the state
- D. a stock that is listed on the American Stock Exchange
正解：B
解説：
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 # 40
Which of the following would be an unsuitable recommendation for your 68-year-old client?
- A. an S&P 500 Index mutual fund
- B. a high quality corporate bond fund
- C. a Treasury Inflation Protected Security (TIPS)
- D. a deferred annuity
正解：D
解説：
A deferred annuity would be an unsuitable recommendation for your 68-year-old client.
These annuities charge significant penalties for early withdrawals-and "early" can mean before 10 years,
or even longer. A 68-year-old client may have the need to withdraw his money early to make medical
payments.
質問 # 41
Joe Treader is the owner of a small, state-registered investment advisory firm that is on the verge of
becoming insolvent. One of his clients who has become like a mother to him is aware of his financial
difficulties and has offered to sell off some of the assets that he manages for her and loan him the money
to get him through this period of economic
uncertainty until he is able to get on his feet again. Can Joe take her up on her offer?
- A. Yes. Based on the facts presented, it is an unsolicited offer and, as such, Joe can (and should) accept
it. - B. Both A and B are true.
- C. No. As the client's investment adviser, he has a fiduciary relationship with the client. Entering a loan
agreement with this client could lead to conflicts of interest. - D. Yes, but only if Joe draws up a formal loan agreement with a fair interest rate, based on the going
market rates, stated in the agreement as well as a firm date for principal repayment.
正解：C
解説：
No, Joe cannot take his client's offer of a loan because it could lead to a conflict of interest--if
not today, perhaps in the future--and as a fiduciary Joe will be expected to put this client's welfare ahead
of his own. If it takes him a lot longer than expected to get on his feet again, he may be tempted to act in
his own best interest.
質問 # 42
Jack is employed by NewCorp, which is engaging in an initial public offering (IPO). Jack will need to register as a sales representative if he:
- A. engages in transactions with the underwriters of the IPO for the purpose of taking the firm public.
- B. participates in the selling of the new stock to individual investors.
- C. represents NewCorp in any transactions with financial institutions.
- D. Jack will need to register as a sales representative if he performs any one of the above activities.
正解：B
解説：
Explanation
Jack will need to register as a sales representative if he participates in the sale of new stock to individual investors. Those who deal directly with the public need to register as sales representatives under the Uniform Securities Act. If Jack limits his involvement to transactions with the underwriters or financial institutions, he need not register.
質問 # 43
Jeremy Sly considered himself somewhat of an inventor. The only problem was that his day job interfered with his opportunity to exercise his creativity. He came up with a plan to get outside investors to support his inventive activities. To this end, he produced and distributed a brochure advertising partnership interests with a guaranteed return on investment of at least 15% after the first 12 months, based on what he had allegedly generated from his other (non-existent) inventions.
Given these facts, is Jeremy guilty of any security violations under the Uniform Securities Act (USA)?
- A. Yes. Even an "offer" to sell securities must not contain any untruths.
- B. No. The facts don't indicate whether any partnership interests were actually sold, and there can be no violation unless there is a sale.
- C. No. An interest in a partnership is not considered a security.
- D. No. It is not against the law to believe in oneself and promote one's ideas.
正解：A
解説：
Explanation
Yes. Jeremy is guilty of security violations under the Uniform Securities Act when he provides misleading information when offering securities for sale, even if no securities are actually sold. Partnership interests fall under the definition of securities, and Jeremy's claim to have generated a return of at least 15% on other inventions that he never created is an absolute falsehood.
質問 # 44
An investment adviser suggests that his client, Arnold, a 74-year old gentleman, should consider a reallocation of the assets in his portfolio. The adviser tells Arnold that he has far too much invested in bonds, which don't earn as much as stocks. He advises Arnold to take 80% of the money he has in bonds and invest it in an aggressive growth mutual fund that has provided an average annual return of 40% over the past three years.
Arnold is impressed and follows this advice. Shortly thereafter, there is a steep drop in the market in general, and the net asset value of the aggressive growth mutual fund falls 85%.
Does Arnold have any remedies available to him?
- A. No. The investment adviser had no way of knowing that the market was going to fall when he provided the advice, so the adviser did not fail in his fiduciary responsibility to Arnold.
- B. Yes. Arnold can sue for the amount of his losses, plus interest, as well as an amount assessed by the court for "pain and suffering."
- C. Yes. Arnold can sue for the amount of his losses, plus interest, court costs, and attorneys' fees.
- D. No. Arnold had the choice and got greedy. As the old saying goes, "Bulls get rich, and bears get rich, but pigs get led to slaughter."
正解：C
解説：
Explanation
If Arnold loses his money because he took the advice of his investment adviser and reallocated a large percentage of his money from bonds to an aggressive growth mutual fund, he can sue the investment adviser in civil court for the amount of his losses, plus interest, court costs, and attorneys' fees. The courts do not award damages for "pain and suffering" in these cases. The investment adviser failed in his fiduciary responsibility to Arnold in recommending that a 74-year old man reallocate a large percentage of his money from the relative safety of bonds to the much riskier investment of an aggressive growth mutual fund.
質問 # 45
Constance is an investment adviser representative. She told one of her clients that he should put at least 15% of his investment monies in a U.S. government bond mutual fund.
She explained that she believed that he required this percentage to meet his liquidity needs, and U.S.
government bond funds are risk-free. A few months later, the client needed to sell some of his fund shares in order to pay some medical bills and was surprised to discover that he lost money on the sale because the net asset value of the fund had dropped.
Was Constance guilty of any securities violations?
- A. No. U.S. government bonds are often referred to as risk-free investments, so Constance made no misstatement of fact in telling her client this.
- B. It depends. If Constance realized that the client could lose money in a U.S. government bond fund, then she is guilty of fraud, but if she did not herself realize that, then she is merely misinformed.
- C. Yes. Constance should never recommend that a client invest such a high percentage of his investment monies in a U.S. government bond mutual fund.
- D. Yes. Constance is guilty of fraud. She misled the client into thinking he couldn't lose any money if he invested the money in a U.S. government bond mutual fund.
正解：D
解説：
Explanation
Yes. Constance is guilty of fraud. She misled her client into thinking he couldn't lose money if he invested the money in a U.S. government bond fund. Although U.S. government bonds are referred to as risk-free, this just means they are considered free from default risk. The value of the bonds-and, therefore, the U.S. government bond funds-will change with changes in interest rates. As an investment adviser representative, Constance should know this. Regardless of whether or not she does, she is guilty of fraud simply by providing the misleading information. If she knew it and deliberately misled the client, she is guilty of criminal fraud.
質問 # 46
Your next-door neighbor's brother works for a large pharmaceutical company and confided in her that one of the company's chemists has just discovered a compound that will cure baldness and that the firm plans to make the discovery public later in the week. Your next-door neighbor passes this information on to you over a cup of coffee the next morning. You immediately call your broker and place an order to buy shares of the company's stock.
Has any illegal insider trading taken place?
- A. No. You are in no way related to your next-door neighbor's brother, and she could have been lying.
- B. Yes. The agent who executes your purchase order has engaged in illegal insider trading.
- C. Yes. You are guilty of illegal insider trading because you traded on information that had not yet been made publicly available.
- D. Yes. You, your neighbor, and her brother are all guilty of illegal insider trading.
正解：C
解説：
Explanation
Yes. You are guilty of illegal insider trading because you traded on information that was not yet public. Your neighbor and her brother did not execute any trades based on the information, so they're innocent, as is the agent who executed your purchase order, who had no way of knowing that you had insider knowledge when you placed the order.
質問 # 47
George Geek is a computer programmer who tired of working for others and started his own company. He convinced forty investors that he could design software that would rival Microsoft, and sold them each a 10% partnership interest in his firm for $25,000. He designed and printed up the partnership certificates himself.
George told the investors that he had a product that was on the verge of being marketable and that when it did-within the next two months-revenues would pour into the company, and he would begin paying dividends.
He told them they could expect a 20% return on their money this year, with even higher returns in the years to come. As it turned out, George wasn't quite the programmer he thought he was, and he wasn't able to get all the bugs out of the program to make it marketable within the promised two months.
Within a year, George had tired of the project and was too busy picking up chicks in his new Corvette when he wasn't on the island of St. Bart overseeing the construction of his new beach mansion-and picking up chicks.
His activities, of course, were financed by the extremely generous "salary" he paid himself from the investors' monies.
Under the Uniform Securities Act, do the investors have any civil claims against George?
- A. No. It wasn't George's fault that he was unable to do what he promised. Even if it wasn't for.
- B. Yes. They can sue George for the return of their original investment, plus interest. George would also have to pay their court costs and attorneys' fees and any amounts assessed by the court for "pain and suffering" on the parts of the clients.
- C. Yes. They can sue George for the return of their original investment, plus interest. George would.
- D. No. The Uniform Securities Act only involves securities laws and partnership interests are not.
正解：C
解説：
Explanation
Yes. The investors have a civil claim against George under the Uniform Securities Act and can sue for the return of their original investment, plus interest, reasonable attorneys' fees, and court costs. There is no provision for pain and suffering. Partnership interests fall under the definition of securities, so the Uniform Securities Act does apply, and George sold the interests illegally. As securities, they were required to be registered with the state before they could be sold.
質問 # 48
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. To purchase shares of their own company is considered to be illegal insider trading.
- B. 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. - C. 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. - D. 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.
正解：D
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 # 49
Which of the following is a security as defined by the Uniform Securities Act (USA)?
- A. Both A and B are securities as defined by the Uniform Securities Act.
- B. a futures option contract on wheat
- C. a term life insurance policy
- D. a debenture
正解：A
解説：
Both a debenture and a futures option contract on wheat are securities as defined by the
USA. A debenture is a long-term, unsecured debt instrument and is specifically listed as a security in the
Act. Although commodity futures contracts are not considered to be securities as defined by the Act,
options on commodity futures contracts are.
質問 # 50
Under which of the following scenarios can a client legitimately sue a purported professional in the securities industry and expect an award for damages?
I. The securities were sold by an agent whose registration was not yet effective with the state, but who had already applied for registration.
II. The security was a variable annuity, and the sales representative neglected to reveal the details of the surrender clause to the client.
III. The security was the stock of a company, the stock had recently been registered with the state for sale, had been granted registration, and the selling agent had told his client that the security had been state-approved for sale.
- A. II and III only
- B. I and III only
- C. I only
- D. I, II, and III
正解：D
解説：
Explanation
All of the selections are scenarios describing instances in which a client can legitimately sue a purported professional in the securities industry and expect an award for damages. A client can legitimately sue a purported professional in the securities industry and expect an award for damages if the agent is not yet effectively registered to effect securities transactions in the state; if the professional has neglected-intentionally or otherwise-to inform the investor of all the relevant information involving the security, such as any surrender clause involved; or if the agent has indicated that a state-registered security has in any way been approved by the state.
質問 # 51
A broker-dealer of commodity futures contracts has been profiting by trading for its own account either
before or after executing a client's trade on the same commodity, depending on which will be most
advantageous. Under the Uniform Securities Act, the broker-dealer is guilty of
- A. churning.
- B. fraud.
- C. nothing. The Uniform Securities Act (USA) deals only with securities, and a commodity futures contract
is not a security. - D. unauthorized transactions.
正解：C
解説：
A broker-dealer of commodity futures contracts is guilty of nothing under the Uniform
Securities Act since a commodity futures contract is not a security as defined by the USA. The
broker-dealer may, however, find himself in trouble with the Commodity Futures Trading Commission,
which is the regulatory agency of the futures market.
質問 # 52
Alter Advisers & Associates is a small investment adviser partnership registered only in a single state. One of the partners has died, and the surviving spouse has sold that partnership interest to the surviving partners.
Which of the following statements are true?
I. Alter Advisers must inform the state Administrator of this event.
II. Alter Advisers must inform the SEC of this event.
III. Alter Advisers must notify the firm's clients of this event.
- A. I and III only
- B. I and II only
- C. I only
- D. I, II, and III
正解：A
解説：
Explanation
Only Selections I and III are correct. If one of the partners dies, Alter Advisers must inform both the state Administrator and the firm's clients of this event. This represents a change in the partnership. The SEC need not be notified since Alter Advisers is not registered with the SEC.
質問 # 53
S. White and Associates is an investment adviser registered in the state of Kentucky and, as such, is
meeting Kentucky's minimum net capital requirement for investment advisers. The firm recently registered
with the state of Virginia and has opened an office there. Virginia has a significantly higher net capital
requirement for its investment advisers. Which of the following statements is true?
- A. According to the Uniform Securities Act, S. White will have to meet Virginia's higher requirement.
- B. According to the Investment Advisers Act of 1940, S. White will have to maintain a minimum net capital
equal to the average of the net capital requirements of the two states. - C. According to the Securities Exchange Act of 1934, S. White needs to meet at least the minimum net
capital requirement specified by that Act since it is now operating in multiple states. - D. According to the Investment Advisers Act of 1940, S. White needs only to meet the net capital
requirement of Kentucky.
正解：D
解説：
Since S. White is already registered in the state of Kentucky and meeting the net capital
requirement of that state, the Investment Advisers Act of 1940 stipulates that Virginia cannot require a
higher minimum net capital. The Act states that if an investment adviser is registered in one state and is
meeting its net capital requirement, a second state cannot impose a higher net capital requirement on the
investment adviser.
質問 # 54
......
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