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質問 # 146
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 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.
- B. According to the Uniform Securities Act, S. White will have to meet Virginia's higher requirement.
- 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：
Explanation
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 # 147
Which of the following is a security as defined by the Uniform Securities Act (USA)?
- A. a term life insurance policy
- B. a debenture
- C. Both A and B are securities as defined by the Uniform Securities Act.
- D. a futures option contract on wheat
正解：C
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 # 148
Which of the following does not describe a prohibited practice for investment advisers?
I. The adviser sells its non-institutional clients securities that it has issued.
II. The adviser makes a discretionary trade for a client after receiving verbal authorization only and does not receive written authorization from the client within 10 business days of doing so.
III. The investment adviser requires an advisory fee of $300 to be paid in advance at the beginning of each quarter.
- A. I and III only
- B. II and III only
- C. None of the selections describe prohibited practices.
- D. I only
正解：B
解説：
Explanation
Selections II and III do not describe prohibited practices. If an adviser makes a discretionary trade for a client after having received verbal authorization to do so and does not receive written authorization from the client within 10 business days of doing so, the adviser is limited to making recommendations to the client and executing unsolicited trades only, but he has not engaged in a prohibited practice, and this is the scenario described in Selection II. There is no provision that prohibits an adviser from requiring an advisory fee to be paid in advance as long as it is reasonable, as described in Selection III. An adviser is not permitted to sell its non-institutional clients securities it has issued itself because of the significant conflict of interest involved.
The exception is if the client is an institution that is in the business of lending money, but Selection I specifically indicates "non-institutional clients."
質問 # 149
MoeMoney Investment Advisers uses the services of two broker-dealers exclusively when it executes trades for its clients' accounts. The larger of the two broker-dealers provides MoeMoney with research from its analyst department in return for the business and also serves as the custodian for some of MoeMoney's clients' accounts. The smaller of the two broker-dealers picks up the utility bill for MoeMoney. MoeMoney is careful to disclose this form of "soft dollar" compensation to its clients.
Is it in violation of any securities laws?
- A. No. Investment advisers are entitled to receive soft dollar compensation from broker-dealers with which it has a relationship as long as they disclose this to their clients.
- B. Yes. Investment advisers are required to use more than two broker-dealers when executing trades on its clients' accounts.
- C. Yes. Although investment advisers are permitted to receive some forms of soft dollar compensation from broker-dealers with which it has a relationship, such as research or custodial services, other forms of soft dollar compensation, including the payment of overhead expenses,are prohibited.
- D. Yes. Investment advisers are prohibited from receiving any soft dollar compensation whatsoever.
正解：C
解説：
Explanation
Yes. MoeMoney is in violation of securities laws in accepting payment of its utility bills for directing business to the smaller broker-dealer because this form of soft dollar compensation is prohibited. Some forms of soft dollar compensation are permitted, such as the research and custodial services MoeMoney receives from the larger broker-dealer, but the payment of any office overhead expense is not. Allowed soft dollar compensation is deemed to benefit both the investment adviser and its clients; soft dollars that seem to benefit only the adviser are not allowed.
質問 # 150
Which of the following would be considered an "issuer" transaction?
- A. None of the above is an "issuer" transaction.
- B. Jacob calls his broker and places an order to purchase 100 shares of Hasbro, Inc. on the open market.
- C. Kim sells an AT&T bond she holds that still has three years remaining to maturity.
- D. Maria purchases 500 shares of Dodge and Cox's International Fund, a mutual fund investing in foreign securities.
正解：D
解説：
Explanation
When Maria purchases shares of Dodge and Cox's International Fund, it is an "issuer" transaction. Shares of mutual funds are bought and sold through the fund itself, so the money she pays for the shares is received by Dodge and Cox, the issuer of the shares. Jacob's purchase of Hasbro stock and Kim's sale of her AT&T bond are non-issuer transactions. Neither Hasbro nor AT&T receive the proceeds from these transactions. In Jacob's case, another investor receives the cash; and in Kim's cash, she receives the cash.
質問 # 151
Registered agent Ina Scent has had her license suspended by the state Administrator prior to an administrative hearing on the order.
Which of the following statements is true regarding Ina's situation?
- A. Ina can make a written request that a hearing on the issue be scheduled within fifteen business days of her request and may not continue working with clients unless the Administrator vacates the order until final determination.
- B. Ina can immediately file an appeal of the suspension in a court of law.
- C. Ina can sue the Administrator because she was not afforded a hearing before the suspension took place.
- D. Ina can make a written request that a hearing on the issue be scheduled within ten business days of her request and may continue working with clients while waiting for her day in court.
正解：A
解説：
Explanation
When Ina receives notice of her license suspension, she can make a written request that a hearing on the issue be scheduled within fifteen business days of her request. She cannot continue working with clients unless the Administrator vacates the order until final determination because her license is still suspended pending final determination. If, after the hearing, the order still stands, Ina can file an appeal of the suspension with a court of law if she does so within 60 days.
質問 # 152
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 savings institution that is insured by the FDIC
- C. a foreign financial institution
- 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 # 153
Which of the following documents must a broker-dealer deliver on or prior to the confirmation due date to
a client who is purchasing a security?
- A. a final prospectus
- B. a margin agreement if the purchase is being made on margin
- C. a preliminary prospectus
- D. a hypothecation agreement
正解：A
解説：
A broker-dealer must deliver a final prospectus to a client who is purchasing a security either
on or prior to the confirmation due date. The margin agreement need not be signed until after the initial
transaction takes place. The hypothecation agreement is part of the margin agreement. As an alternative,
a preliminary prospectus can be provided, but it must be accompanied by additional information that is
contained in the final prospectus, but is missing from the preliminary prospectus. Therefore, Choice C, as
written, is not correct.
質問 # 154
The Administrator may require a firm to supply it with any prospectus, pamphlet, advertisement, or other sales literature intended for prospective investors unless the security
I. will be sold only through an investment advisory firm.
II. is a federal covered security.
III. is issued by a state credit union.
- A. II only
- B. II and III only
- C. I only
- D. I, II and III
正解：B
解説：
Explanation
Only Selections II and III are correct. The Administrator may require a firm to supply it with any prospectus, pamphlet, advertisement, or other sales literature intended for prospective investors unless the security is a federal covered security or is issued by a state credit union, both of which are on a longer list of exempted securities. It doesn't matter whether or not the securities will be sold to clients of an investment advisory firm.
質問 # 155
Ms. Naivete gave Mr. Smooth, owner of Smooth Construction, $40,000 in return for a promissory note that promised to pay interest at the rate of 8% a quarter, with a repayment of principal at the end of two years. The money would be used by Mr. Smooth to rehab a few beach condo units that had been severely hurricane-damaged and that Mr. Smooth had been able to purchase for "pennies on the dollar," or so he said.
The first units would be completed within a month, and the rents would be used to make the interest payments.
The investment was almost as risk-free as U.S. government bonds, Mr. Smooth claimed. By the end of the second year, Ms. Naivete had received a lot of fast talk and only one of the promised interest payments.
Have there been any violation of securities laws in this instance?
- A. Both B and C are true statements.
- B. Yes. Mr. Smooth was required to register the promissory note before he offered it for sale.
- C. No. This was simply a loan transacted between two parties.
- D. Yes. Ms. Naivete has been defrauded by Mr. Smooth.
正解：A
解説：
Explanation
Yes, there have been violations of securities laws in this instance; the promissory note required registration, and Ms. Naivete has been defrauded. Promissory notes are considered to be securities as defined by the Uniform Securities Act and, as such, must be registered with the state before they can be offered for sale.
Furthermore, a promissory note is a promise to repay, and Mr. Smooth has defaulted on this promise after telling Ms. Naivete that the investment was close to being risk-free. In essence, he took Ms. Naivete's money under false pretenses when he sold her the note, and that is the definition of fraud.
質問 # 156
A margin transaction refers to a transaction
- A. Both A and C are true statements.
- B. that is illegal under the guidelines of the Uniform Securities Act.
- C. in which the client borrows some of the money that he is investing.
- D. in which a registered agent makes trades on a customer's account without that customer's knowledge.
正解：C
解説：
Explanation
A margin transaction refers to a transaction in which the client borrows some of the money that he is investing.
It is a recognized practice.
質問 # 157
To say a security is "exempt," means that
I. it is exempt from the state's anti-fraud laws.
II. it is exempt from state registration requirements.
III. any transaction involving it is considered to be an exempt transaction.
- A. II and III only
- B. II only
- C. I and II only
- D. I, II, and III
正解：B
解説：
Explanation
To say a security is "exempt" means only that the security is exempt from state registration requirements. It is not exempt from the state's anti-fraud laws and may or may not be part of an exempt transaction. That is defined by the transaction.
質問 # 158
Price pegging refers to
- A. the unethical practice of investment advisers who issue "buy" recommendations for stocks that they own themselves without disclosing the fact.
- B. the prohibited practice of excessively trading on a client's account that is used by some broker-dealers and/or their agents to generate more commissions for themselves.
- C. the practice of buying large amounts of a security to drive its price up artificially.
- D. the illegal activity of a group of investors who buy and sell a security among themselves to create an artificially high volume of trading in hopes of luring investors to buy the security.
正解：C
解説：
Explanation
Price pegging refers to the practice of buying large amounts of a security to drive its price up artificially. This is a form of illegal price manipulation.
質問 # 159
Which of the following constitutes a non-punitive order?
- A. registration denial
- B. All of the above are punitive orders.
- C. summary license suspension
- D. registration cancellation
正解：D
解説：
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 # 160
Assuming there is not a stop order or a proceeding pending, under the registration by coordination process a security's registration with the state becomes effective:
- A. immediately subsequent to approval by the SEC, regardless of how long the registration statement has been on file.
- B. only when it is approved by the state Administrator, who will review the registration documentation upon notification that SEC approval has been granted.
- C. immediately after approval by the SEC as long as the registration statement has been on file for at least
20 days or the Uniform Securities Act has provided an exemption to this waiting period. - D. only when it is approved by the state Administrator, regardless of whether it has been approved by the SEC.
正解：C
解説：
Explanation
Under the registration by coordination process, the security's registration with the state becomes effective immediately after approval by the SEC as long as the registration has been on file for at least 20 days or the Uniform Securities Act has provided an exemption to this waiting period. This assumes, of course, that there is not a stop order or a proceeding pending.
質問 # 161
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 variable annuity contract offered by an insurance company with offices in the state
- C. a stock that is listed on the American Stock Exchange
- D. a stock that is listed on the OTC Bulletin Board
正解：D
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 # 162
Ari Gaunt is employed by a small state-registered broker-dealer and has recently received notification that
his application to be a registered agent of the state has been accepted. Now that he is licensed to execute
transactions for the firm's clients, Ari has a batch of business cards printed up, with a picture of himself on
the right-hand side of the card. Underneath the picture is the caption, "State-Approved Agent." Will Ari be
violating any securities laws if he distributes these business cards?
- A. No. However, he may be violating company policy of the broker-dealer he works for by designing his
own cards. - B. Yes. It is a violation of a securities law to suggest that he has been approved by the state
Administrator. - C. Yes. Agents are not permitted to include a picture of themselves on their business cards.
- D. No. His registration with the Administrator of the state has been accepted, so he is entitled to call
himself a "State-Approved Agent."
正解：B
解説：
Yes, Ari will be violating a securities law if he distributes the business cards because the
cards suggest he has been approved by the state Administrator. The Uniform Securities Act specifically
states that the effective registration of a person does not mean that the Administrator has "given approval
to" that person. Any statement to this effect is considered an unlawful representation.
質問 # 163
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. Only Statement IV is true.
- B. Statements II and III are true.
- C. Statements I and III are true.
- D. Only Statement I is true.
正解：A
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 # 164
Which of the following persons would not be required to register with the state as an agent under the
guidelines of the Uniform Securities Act (USA)?
- A. Keith is a salaried employee of Middlesex County in Massachusetts who sells revenue bonds issued by
the county to the public. - B. Preetham is part-owner of SecureMoney Broker-Dealers and executes the purchase and sale of
securities for the firm's customers. - C. Stefan is a sales representative for SecureMoney Broker-Dealers and sells only mutual fund shares.
- D. John is employed by TrustUs Corporation to sell shares of the firm's stock to the firm's employees and
receives a commission on the shares he sells.
正解：A
解説：
Keith would not have to register as an agent since he is a salaried employee of a county in
Massachusetts selling county-issued bonds to the public. He is not representing a broker-dealer; he is not
receiving a commission on the bonds he sells; and he is selling exempt (government-issued) securities.
John receives a commission on his sales, so he is considered to be an agent. Stefan is a sales
representative employed by a broker-dealer, which makes him an agent under USA guidelines. Even
though Preetham is part-owner of the broker-dealer for which he is effecting transactions, he is acting as
an agent in doing so.
質問 # 165
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. III only
- B. I and II only
- C. 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.
- D. I only
正解：A
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 # 166
Which of the following does not need to be included in an investment advisory contract?
- A. the total amount of money that the investment adviser currently has under management
- B. a statement that the contract cannot be assigned to another party without the client's consent
- C. the advisory fees and the formula used to compute them
- D. the term of the contract
正解：A
解説：
The amount of money that the investment adviser currently has under management need
not be included in an investment advisory contract. The contract does have to include the term of the
contract, the advisory fees and the formula used to compute them, and a statement that the contract
cannot be assigned to another party without the client's consent, along with other information.
質問 # 167
Cal Turner calls his client and recommends that the client sell his shares in the Alpha High Quality Bond Fund and use the proceeds to buy shares in the Omega High Quality Bond Fund. Cal has done nothing unethical if his recommendation is based on the fact that
- A. the Alpha Fund has a back-end load.
- B. It would always be unethical for Cal to recommend that a client sell shares in one fund in order to buy shares of another fund that has the same investment objective.
- C. the Alpha Fund has been performing poorly relative to other funds in the same category.
- D. the Omega Fund has a front-end load.
正解：C
解説：
Explanation
Cal has done nothing unethical if his recommendation that a client sell his shares in the Alpha Fund and buy shares of the Omega Fund is due to the fact that the Alpha Fund has been performing poorly relative to other funds in the same category. While past performance is no guarantee of future performance, a client may not want to hang on to a fund that isn't returning as much as its competition.
質問 # 168
Broker-Dealer Wheeler has no offices in the state. Wheeler does, however, sell corporate bonds from his
portfolio to banks and insurance companies located in the state that purchase the bonds for their
investment portfolios. He executes about twelve of these transactions a year. Wheeler profits from the
price appreciation of the bonds during the time he held them, but receives no other form of compensation.
Based on these facts,
- A. Wheeler must register as a broker-dealer in the state, but the securities do not need to be registered.
- B. Wheeler need not register in the state, but the securities must be registered before they can be sold to
in-state investors. - C. Wheeler need not register in the state, and the securities are also exempt from registration.
- D. Wheeler must register as a broker-dealer in the state, and the securities must also be registered before
they can be sold to in-state investors.
正解：C
解説：
Since Wheeler has no offices in the state and is selling bonds from his portfolio to
institutional investors, Wheeler need not register in the state, and the securities are exempt from
registration. Broker-dealers with no physical location in a state that are doing business with other
broker-dealers or with institutional investors such as banks and insurance companies that do have offices
in that state are exempted from registering in the state. Securities sales to institutional investors are
exempt transactions, and securities sold in exempt transactions are themselves exempt from state
registration requirements.
質問 # 169
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