Fast2test Series63問題集251問でUniform Securities State Lawを確実実践
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質問 # 51
Price pegging refers to
- A. 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.
- B. the practice of buying large amounts of a security to drive its price up artificially.
- C. 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.
- D. the unethical practice of investment advisers who issue "buy" recommendations for stocks that they own themselves without disclosing the fact.
正解：B
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 # 52
Which of the following is not a security, as defined by the Uniform Securities Act?
I. an option contract
II. a futures contract on gold
III. a 401K plan
IV. a variable annuity
- A. Only Selection III is not a security.
- B. Only Selections II and III are not securities.
- C. None of the selections listed are securities.
- D. Selections II, III and IV are not securities.
正解：B
解説：
Only Selections II and III are not securities. Neither retirement plans nor commodity futures
contracts are deemed to be securities by the Uniform Securities Act. A 401K plan may be invested in
securities, but it is not a security itself. A gold futures contract is a contract between two parties for the
delivery of the underlying asset, gold. The profits (or losses) are not dependent on the performance of an
outside party, which is a critical element, based on a 1946 U.S. Supreme Court decision, which defines a
security as "an investment of money. . . with profits to come solely from the efforts of others."
質問 # 53
The C&S Railroad is in the process of issuing new bonds. Before these bonds can be offered for sale,
- A. None of the above statements is true.
- B. they must be registered with the SEC since railroads are involved in interstate commerce.
- C. they must be registered with the SEC and in each state through which the railroad passes.
- D. they must be registered in every state in which the bonds will be sold to investors.
正解：A
解説：
None of the statements is true because securities issued by highly regulated industries, such
as the railroad industry are exempt from registration with both the SEC and the states.
質問 # 54
Which of the following would not be found in a tombstone advertisement?
- A. the name of the issuer
- B. the price at which the security will be offered
- C. the names of the underwriters
- D. the interest rate and time to maturity of a bond issue
正解：B
解説：
Explanation
The price at which the security will be offered will not be found in a tombstone advertisement. A tombstone advertisement is not an offer to sell the security and, in any case, it is unlikely that the final offer price will have even been decided on at this point.
質問 # 55
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 immediately file an appeal of the suspension in a court of law.
- B. Ina can sue the Administrator because she was not afforded a hearing before the suspension took place.
- C. 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.
- 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：C
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 # 56
Today's edition of the Wall Street Journal carried a front page story regarding a federal lawsuit that has
been filed against a software manufacturer for monopolistic practices. The CFO of the company called his
broker today and sold some of the shares he owns in the company. Which of the following statements are
true?
I. The CFO is guilty of illegal insider trading.
II. If the agent who effected the transaction for the CFO knew he was CFO of the software company, the
agent is guilty of illegal insider trading.
III. The broker-dealer for whom the agent works may have its license suspended or revoked if its agent
has knowingly executed this illegal insider trade for not having supervised the agent properly.
- A. I and II only
- B. None of the statements is true.
- C. I, II, and III
- D. I only
正解：B
解説：
If the CFO called his broker and sold some of the shares he owns today, none of the
statements is true. Insider trading is only illegal if the insider trades on information that the public does not
yet have. In this case, the information has already been made publicly available, so no one has done
anything illegal. Insiders to the company are allowed to buy and sell shares of their firm's stock as long as
they are not acting on private information.
質問 # 57
An agent working for a broker-dealer mistakenly sends an investment adviser some bonds that the adviser purchased on behalf of his client instead of directing the bonds to the financial institution that is serving as the qualified custodian of the client's funds.
If the investment adviser wants to avoid being considered custodian of this client's account, what must the adviser do?
- A. Record what securities were sent, when he received them, and when he forwarded them--which
- B. Record what securities were sent, when he received them, and when he forwarded them--which must be within three business days-to his client.
- C. Record what securities were sent, when he received them, and when he forwarded them--which must be within twenty-four hours-to his client.
- D. Record what securities were sent, when he received them, and when he forwarded them--which must be within twenty-four hours-to the qualified custodian of the client's funds.
正解：C
解説：
Explanation
In order to avoid being considered custodian of his client's account, the investment adviser needs to record what securities he had been sent, when he received them, and when he returned them-which must be within three business days-to the sender.
質問 # 58
Which of the following entities must sign a "consent to service of process," thereby allowing the
Administrator to receive legal documents that are meant to be served to the entity in place of that entity?
I. agents
II. investment advisers
III. investment adviser representatives
IV. broker-dealers
- A. II and IV only
- B. I and IV only
- C. I, II, III, and IV
- D. II and III only
正解：C
解説：
Agents, investment advisers, investment adviser representatives, and broker-dealers must
all sign a consent to service of process, allowing the Administrator to receive legal documents in their
stead. The consent to service of process must accompany the application for registration with the state or
the documentation provided with a notice filing when permitted.
質問 # 59
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. I, II and III
- B. II only
- C. I only
- D. II and III only
正解：D
解説：
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 # 60
Joe Romeo is a broker-dealer registered with the state. He has recently hired Betty Buxom as his administrative assistant. As part of her duties, he has given her the responsibility for effecting the purchases and sales of securities for some of his firm's smaller accounts. Ms. Buxom has never applied for nor been granted registration as a broker-dealer or agent. Based on these facts,
- A. the Administrator is required by the Uniform Securities Act to revoke Joe Romeo's registration and file criminal and civil charges against him.
- B. there is no problem as long as Ms. Buxom registers with the state as an agent within thirty days.
- C. the Administrator is required to turn the case over to the state's district attorney, who will file criminal charges against both Joe Romeo and Betty Buxom.
- D. the Administrator may elect to revoke or suspend Joe Romeo's registration, and Joe may also face both civil and criminal penalties.
正解：D
解説：
Explanation
Since Joe Romeo has allowed Betty Buxom to execute trades, a duty that can legally be performed only by a registered broker-dealer or agent, the Administrator may elect to revoke or suspend Joe Romeo's registration, and Joe may also face civil and criminal penalties. Ms. Buxom needed to be registered as an agent prior to effecting any transactions in the securities markets; there is no grace period. The Administrator is not required to take any action, however.
質問 # 61
The Turnover Corporation, a firm with 25,000 employees, has recently hired 50 new employees, many of
whom have been hired to replace middle-level managers who have retired. Turnover has omitted this fact
from its prospectus. Turnover is guilty of
- A. misusing insider information.
- B. misrepresentation.
- C. fraud.
- D. nothing. The hiring of 50 new employees by a firm with 25,000 employees is not a material fact.
正解：D
解説：
Turnover is guilty of nothing when it hires 50 new employees, but doesn't include this
information in its prospectus because this is not a material fact. Most of the employees have been hired to
replace middle-level managers who have retired, and these employees wouldn't be considered significant
enough to affect the price of the stock in any way. If Turnover had hired a new CEO, that would be a
material fact that must be disclosed.
質問 # 62
You execute a stock transaction for a client on Thursday, September 23rd. The settlement date on the order ticket will be
- A. Friday, September 24th.
- B. Thursday, September 23rd.
- C. Monday, September 27th.
- D. Tuesday, September 28th.
正解：D
解説：
Explanation
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 # 63
While on vacation in Colorado, Massachusetts resident Ms. Jetset meets Mr. Snow, a registered representative with a Colorado broker-dealer, on a ski lift and accepts a dinner engagement with him later that evening, during which he obtains her cell phone number. A week later, while she is lounging around in her Florida beach condo, he calls and interests her in a local software company that is selling its preferred stock to investors and encourages her to buy it. Ms. Jetset tells Mr. Snow she'll think about it and calls him after she returns to her home in Massachusetts to tell him to buy the stock for her and sends him a check via express mail. Later, Ms. Jetset learns that the preferred stock certificate that she received is-and always was-a worthless piece of paper, and that, in fact, no such company ever existed.
Which state Administrator has jurisdiction in this instance?
I. the Administrator of the state of Colorado
II. the Administrator of the state of Florida
III. the Administrator of the state of Massachusetts
- A. I and II only
- B. I and III only
- C. I, II, and III
- D. I only
正解：C
解説：
Explanation
All three state administrators have jurisdiction since Mr. Snow made the offer to sell from Colorado, to a person who was in Florida at the time, and Ms. Snow accepted the offer and received the certificate in her home state of Massachusetts. According to NASAA, an Administrator has jurisdiction over all offers and all acceptances of offers to purchase or sell securities if they "originate from, are directed to, or are accepted in a state.
質問 # 64
Don is a state-registered agent with GetErDone Broker-Dealers. He has three other friends who are
licensed agents-Huey, Dewey, and Louie. Huey is also an agent with GetErDone Broker-Dealers. Dewey
is an agent with a different firm in the same city, CanDo Broker-Dealers. Louie works for a Broker-Dealer
with an office just across the state line. Don can enter a commission-splitting agreement with
- A. Huey only.
- B. either Huey or Dewey or both
- C. Either Huey, Dewey, or Louie or any combination of the three
- D. Dewey only.
正解：A
解説：
Don can enter a commission-splitting agreement with Huey only since he is the only one who
is also working for GetErDone Broker-Dealers. It is considered unethical to split "commissions, profits or
other compensation. . .with any person not also registered as an agent for the same broker-dealer," under
NASAA Model Rules.
質問 # 65
Under the 2002 Uniform Securities Act, registration by coordination allows:
- A. both state-registered and out-of-state investment bankers to participate in the underwriting and
registration of a new security issue. - B. securities that do not fall within the category of federal covered securities to be registered
simultaneously with the SEC and with the states in which the securities will be offered for sale. - C. federal covered securities to be registered simultaneously with the SEC and with the states in which
the securities will be offered for sale. - D. issuers of federal covered securities to submit only a notice filing with the Administrator of states in
which the securities will be offered for sale.
正解：B
解説：
Under the 2002 Uniform Securities Act, registration by coordination allows securities that are
not federal covered securities to be registered simultaneously with the SEC and with the states in which
the securities will be offered for sale. Federal covered securities are exempt from state registration and
are required to submit only a notice filing with the Administrator of the state. This is not the same as
registration by coordination.
質問 # 66
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. 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.
- B. Yes. They can sue George for the return of their original investment, plus interest. George would.
- C. No. It wasn't George's fault that he was unable to do what he promised. Even if it wasn't for.
- D. No. The Uniform Securities Act only involves securities laws and partnership interests are not.
正解：B
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 # 67
In accordance with the Telephone Consumer Protection Act of 1991 (TCPA), if a prospective client
requests to be put on your firm's Do-Not-Call (DNC) list, the client must be kept on that list for
- A. 2 years.
- B. 1 year.
- C. 10 years.
- D. 5 years.
正解：C
解説：
If a prospective client requests being put on your firm's DNC list, you must keep that name
on your list for 10 years, according to the TCPA.
質問 # 68
An investment adviser or its representative may
- A. only exercise any discretionary power in the purchase or sale of securities for a client's account after
receiving written authority prior to the execution of the transactions. - B. exercise discretionary power in the purchase or sale of securities for a client's account as long as it
receives written discretionary authority over the account within 10 business days of the first discretionary
transaction placed, assuming oral authority has already been given. - C. exercise discretionary power in the purchase or sale of securities for a client's account as long as
- D. exercise discretionary power in the purchase or sale of securities for a client's account only after
正解：B
解説：
An investment adviser or its representative may exercise discretionary power in the
purchase or sale of securities for a client's account as long as it receives written discretionary authority
over the account within 10 business days of the first transaction placed, assuming oral authority has
already been given.
質問 # 69
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：
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 # 70
Sam Shade had his agent's license revoked by the state of Washington for repeatedly making misleading
claims about various investment to investors. He had had it with all the rain anyway and decided to move
to the sunshine state of Florida. His brother-in-law was a computer whiz who made money on the side
(more than his day job provided, in fact) by supplying illegal immigrants with official-looking
documentation, including social security numbers. Sam Shade became Ian Creed in a few clicks of the
mouse. As Ian Creed, Sam was hired by Sunny Investment Advisers, an investment adviser firm located
in the Florida Keys, in a clerical role. As such, Sam/Ian had access to the confidential information of the
firm's clients, which he and his brother-in-law utilized for the purpose of identity theft. Under the Uniform
Securities Act guidelines, when Sam and his brother-in-law are caught in their illegal activities,
- A. Sunny Investment Advisers will not be held liable if it can prove that there was no way it could have or
should have known of the revocation of Sam Shade's (aka Ian Creed) license. - B. Sunny Investment Advisers will be subject to criminal prosecution for employing an individual whose
license had been revoked by the Administrator of another state since it obviously did not use due
diligence in hiring Ian Creed, aka Sam Shade. - C. Sunny Investment Advisers will be subject to both criminal prosecution and civil penalties for
employing an individual whose license had been revoked by the Administrator of another state since it
obviously did not use due diligence in hiring Ian Creed, aka Sam Shade. - D. Sunny Investment Advisers will be subject to civil penalties for employing an individual whose license
had been revoked by the Administrator of another state.
正解：A
解説：
When Sam and his brother-in-law are caught, Sunny Investment Advisers will not be held
liable if it can prove that there was no way it could have or should have known of Sam Shade/Ian Creed's
license revocation. The drafters of the Uniform Securities Act were cognizant of the fact that employees
can be remarkably deceptive when applying for a position, and because of this the Act indicates that the
investment adviser must either "have known or should have known" of the Administrator's adverse
decision against the employee in order to itself be deemed liable.
質問 # 71
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. I and II only
- B. II only
- C. I, II, and III
- D. II and III only
正解：B
解説：
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 # 72
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