series 63 practice questions

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Included in the USA's definition of exempt transaction would be any transaction by any of the following EXCEPT one by A) a trustee of an irrevocable trust B) a marshal C) a trustee in bankruptcy D) a guardian

Although the term trustee is found in the list of persons engaged in exempt transaction, the USA limits it to trustees in bankruptcy

An investment adviser representative may perform which of the following functions? solicit for advisory business manage advisory accounts earn commissions on sales of recommended securities supervise those who render advice A) I, II, III and IV B) II and IV C) II and III D) I, II and IV

An IAR may not earn commissions on the sale of securities unless also registered as an agent. All of the other activities listed are permitted. Remember, unlike FINRA, there is no principal category of registration. In other words, there is no such thing as an investment adviser principal.

Which of the following would NASAA consider to be a substantial prepayment of fees? A) $600 covering the next calendar quarter B) $600 covering the entire contract year C) $1,000 covering the next month D) $500 covering the next 6 months

B) NASAA defines a substantial prepayment of fees to be more than $500, 6 or more months in advance.

As defined in the Uniform Securities Act, the term "offer" or "offer to sell" includes all of the following EXCEPT A) a purported gift of assessable stock B) an offer of a special stock dividend in return for additional payments C) an offer of convertible securities and warrants D) a loan with a stated interest rate payable upon demand

D A loan is not a sale of a security for value and is explicitly excluded from the definition of offer or offer to sell. Although a stock dividend is normally excluded from the terms, "offer" and "sale", when additional payment is required, we now have an offer that must be accepted before there is a sale. An offer of a convertible bond or warrant is an offer of both the bond or warrant as well as the underlying stock. It is only a sale when the offer is accepted. The USA defines a purported gift of assessable stock as both an offer and a sale.

Federal covered securities are exempt from registration under the USA are nonexempt from registration under the USA can be required to pay state filing fees cannot be required to pay state filing fees A) II and IV B) II and III C) I and III D) I and IV

Federal covered securities are exempt from registration under the USA. However, issuers of federal covered securities may be required to pay state filing fees in the states where they are sold and are subject to the antifraud provisions of the USA.

In their advertising campaigns, investment advisers are prohibited from doing all of the following EXCEPT A) exaggerating the capabilities of the firm and its personnel B) offering free services C) using testimonials D) guaranteeing future performance

It is not unethical to advertise free services as a benefit of using a firm, but failing to supply services offered as free is unethical. Using testimonials, guaranteeing future performance, and exaggerating the capabilities of the firm and its personnel are unethical.

Under the Uniform Securities Act, persons providing investment advice do not have to register as investment advisers if they have no place of business in the state and they limit their clientele to individuals who meet the accredited investor standards deal only with institutional investors have five or fewer noninstitutional clients in the state during any 12-month period deal only with other registered investment advisers A) III and IV only B) II, III and IV C) II only D) I, II, III and IV

If a person offering advice on securities has no place of business in a state and deals only with institutional investors or other investment advisers, registration is not required. Also, if a person has no place of business in a state and has five or fewer noninstitutional clients in the state during any rolling 12-month period, they are not deemed to be investment advisers in that state under the USA. Please note that choice I specifies individuals who are accredited investors. Although institutional accredited investors would qualify the adviser for the exemption, individuals do not.

In any case where there is a question as to the legality of a specific exemption, the burden of proof is always on the party requesting the exemption.

It would be correct to state that SIPC A) offers protection for the principal value of a client's account B) insures against market value losses in a customer account with a member broker-dealer C) offers protection for the current account value in the event of a broker-dealer's insolvency D) offers protection to customers of broker-dealers with the same limits as FDIC

SIPC is the member owned insurance company that provides protection to clients in the event of a broker-dealer bankruptcy. The clients are entitled to receive the market value of their securities plus any cash in their accounts up to a specified limit. SIPC does not protect against losses in the market.

Under the Uniform Securities Act, the Administrator is given the power to examine files of registered persons who have their offices out of state designate an officer who will then have the power to take evidence regarding investigations sentence willful violators to up to three years in prison A) II and III B) I and III C) I, II and III D) I and II

The Administrator may examine files of any registered person, whether located in the state or out of state. The Administrator may invest a designated officer with the power to conduct formal investigations: subpoena witnesses, compel testimony, etc. But while the Administrator may refer evidence for criminal prosecution, only a court may sentence a person convicted of a violation.

The Administrator may, as a condition of registration by qualification or coordination, require the security to be deposited in escrow and the proceeds to be impounded until the issuer receives a specified amount. It

The Administrator of a state securities department conducted a hearing regarding misconduct by an investment adviser registered at the state level. The Administrator required the adviser, as well as several clients who had lodged complaints against the adviser, to take a sworn oath that their testimony was true. Does the Administrator have the power to require sworn oaths? A) No, the Administrator was merely attempting to emphasize the seriousness of the hearing, but he holds no such power. B) Yes, because the Administrator is empowered to administer oaths as provided in the Uniform Securities Act, as enacted in the Administrator's state of jurisdiction. C) Yes, the Administrator has the power to require witness oaths because an Administrative hearing is functionally a legal proceeding. D) Yes, the Administrator may require witness oaths because the Administrator is appointed as a judge.

The USA empowers Administrators to administer oaths, Sworn oaths typically occur in conjunction with hearings.

Under the Uniform Securities Act, which of the following is TRUE regarding the registration of securities? A) Registration by coordination becomes effective on a date ordered by the Administrator. B) The effectiveness of a registration statement assures the completeness of the information contained in the statement. C) State registration by coordination is only available if a federal registration statement has been filed under the Securities Act of 1933 in connection with the same offering. D) The Administrator may require that a prospectus be delivered to every purchaser of a registered security no sooner than the time at which the security is delivered.

The federal registration statement is what the state registration is being coordinated with. Registration by coordination becomes effective simultaneously with the federal registration. A prospectus may certainly be delivered prior to the delivery of the security. The act prohibits any statement or implication that registration involves approval or verification of facts by the Administrator.

An agent in Illinois, Missouri, and Iowa has a client move from Chicago to Detroit on July 1, 2014. On September 1 of that year, he buys 100 shares of a nonexempt security in a nonexempt transaction. On August 1, 2015, the client discovered that the agent's firm never licensed him in Michigan and therefore, he is subject to civil liability to the purchaser. The statute of limitations for this sale runs out

The statute of limitations for civil liability is the earlier of three years after the date of the sale, or two years after discovery of the violation. In this case, the earliest date is two years after the discovery date of August 1, 2015.

agent

Under the USA, an agent is defined as an individual who represents a broker-dealer selling any type of security, whether that security is exempt or nonexempt. Individuals who represent issuers in trading certain exempt securities or any exempt transactions are not defined as agents.

A transactional exemption would be offered when a sale is made by a federal marshal by a broker-dealer to a lawyer as an incidental part of his legal practice to a federally chartered credit union A) I, III and IV B) I and IV C) II and III D) I, II, III and IV

Under the USA, any sale made by a marshal or sheriff as well as a sale to a financial institution, such as a credit union, is considered an exempt transaction.

Unsolicited customer orders, regardless of the purchaser, are defined as exempt transactions under the Uniform Securities Act, whether the securities are exempt or nonexempt. To ensure that this exemption is not abused, the Administrator has the power to request written certification from the customer that the order was, in fact, unsolicited.

An agent is making a presentation of a mutual fund to a client. In order that the client better understand the risks and expenses involved, the agent takes a yellow highlighter and uses it to mark the most important information in the prospectus. Under the NASAA Statement of Policy on Dishonest or Unethical Business Practices of Broker-Dealers and Agents, this is A) a prohibited practice because no markings may ever be made on a prospectus B) a prohibited practice because by making these marks, the agent is causing the client to ignore other relevant disclosures C) permitted because it is critical that agent's disclose the risks and costs involved in any mutual fund purchase D) permitted because the highlighting permits the investor to still read what it underneath

A) Both state and federal law prohibit any marking up of a prospectus, even if the purpose is a noble one.

A new issue is being sold by a registered broker-dealer. An agent for the firm prepares a sales brochure that contains only positive information gleaned from the prospectus. The sales brochure is handed out along with a copy of the effective prospectus. Under the NASAA Statement of Policy on Dishonest or Unethical Business Practices of Broker-Dealers and Agents, this A) would be prohibited because material information is being omitted B) would be prohibited because a sales brochure may never accompany a prospectus C) is permitted because the sale brochure only contains information found in the prospectus D) is permitted because the agent is delivering the prospectus along with the sales brochure

A) Sure, the sales piece is being handed out with the prospectus, but the folks at NASAA were not born yesterday. They know the client will most likely ignore the hard-to-read prospectus and just focus on the glossy, slick looking brochure. That is why this is a prohibited practice—disclosure of the risks and expenses will be left out.

A consent to service of process allows the Administrator to A) exercise the power of attorney on behalf of the registrant B) ensure that the legal appeal process is expedited as a result of the Administrator's access to information C) terminate a registrant's application D) verify the accuracy and completeness of registration without obtaining the registrant's prior approval

A) The consent to service of process provides the Administrator with power of attorney for registrants. This power of attorney does not grant the Administrator the authority to terminate the registration at will nor does it empower the Administrator to verify information or expedite the registration process.

USAAdvisers is registered in 10 mid-western states. Regarding financial requirements, USAAdvisers must meet those of A) the state in which its principal office is located B) the SEC C) the state with the most stringent financial requirements D) each state in which it has a place of business

A) Unlike broker-dealers, investment advisers register with either the SEC or the state(s), never both. Therefore, we know this must be a state registered adviser, not under the jurisdiction of the SEC. Under the Uniform Securities Act, when it comes to financial requirements, bonding, recordkeeping, and so forth, as long as the adviser meets the requirements of the state in which its principal office is located, the other states have no further claim.

Under the USA, a sales agent's registration may be suspended by the Administrator for all of the following reasons EXCEPT A) it has been discovered that the agent is not properly supervised B) the agent is accused of violations of the antifraud provisions of the USA C) the agent is convicted of willful violations of the USA D) the agent is enjoined by a court of law from engaging in the securities business

An accusation is not grounds for suspension, unlike convictions, court injunctions, and lack of supervision.

An investment adviser is registered in New Jersey and has offices in Georgia and Arkansas. One of their IARs lives in Georgia and in addition to his local clients, has one client who lives in Arkansas. The IAR would be required to register in A) Georgia B) Georgia and Arkansas C) Georgia, Arkansas and New Jersey D) Georgia and New Jersey

B) The IAR is living in Georgia and has local clients so must be registered there. With only one client in Arkansas, the de minimis exemption would apply to the IAR. There is no need to register in New Jersey because the IAR has no clients there.

Under the provisions of the USA, all of the following transactions are exempt EXCEPT A) liquidation of a security pledged as collateral for a loan B) a transaction pursuant to an offer directed by the issuer to no more than 10 individual investors in the state within a 12-month period, as long as no payment is made by the investors C) transactions by executors D) transactions in preorganization certificates if no commission is paid, no subscriber makes any payment, and the number of subscribers does not exceed 10

B) A transaction pursuant to an offer by an issuer to 10 persons in the state would qualify as a private placement and would be exempt. However, unlike a preorganization certificate, the subscribers do pay for their purchases. All of the other transactions are exempt. Reference: 2.3.2 in the License Exam Manual.

Which of the following statements describes the powers of the Administrator over the issuance of orders? A final order may be appealed in the appropriate court within 60 days of the order being issued. Appeal of a final order will act as a stay of the order, unless a court of competent jurisdiction rules to the contrary. No final order may be issued without the opportunity for a hearing. Final orders must receive approval from the state legislature. A) II and III B) I and III C) I and IV D) II and IV

B) Any final order of the Administrator may be appealed within 60 days of the order. The appeal does not act as a stay of the order. Only a court of competent jurisdiction may issue a stay of the order. Because the final order is similar to passing sentence, an opportunity for a hearing must be granted. The Administrator's orders are not related to the state legislature.

To register a sole proprietorship as an investment adviser in a state, the application for initial registration (Form ADV) must be filed with the appropriate party. This application must include all of the following EXCEPT A) a consent to service of process B) the owner's fingerprints C) any information to be furnished or disseminated to any client or prospective client D) the appropriate fees

B) To register as an investment adviser in a state, Form ADV is filed with the Administrator or with a central registration depository designated by the Administrator. The application must include, among other things, a consent to service of process, appropriate fees, and the brochure or any other information that will be used to solicit clients, but not fingerprints.

An applicant for registration as an investment adviser discloses on Form ADV that it plans to use palm readers to help determine which investments are most suitable for their clients. Under the Uniform Securities Act, the Administrator A) will probably turn to the SEC for guidance B) is empowered to deny this application C) may deny applications only on the basis of the limitations of the law D) will request that the applicant furnish past performance records to determine whether this method of investment analysis has merit

C) A denial of registration must be based on the concept of law. There are stated reasons for denial, such as felony convictions, outstanding injunctions, and insolvency. Although disclosure of methods of analysis is required, the Administrator is not empowered to pass judgment on those methods.

Under the USA, the Administrator may do all of the following EXCEPT A) issue a cease and desist order without a prior hearing B) issue a stop order to revoke the effectiveness of a registration statement C) issue an injunction to force compliance with an Administrator's rule D) revoke a previously allowed exemption

C) Administrators cannot issue injunctions but they may petition a court to issue an injunction against certain activities. An Administrator may issue a stop order to revoke the effectiveness of a registration, issue a cease and desist order without a prior hearing, and may also revoke a previously allowed exemption.

An investment adviser must disclose which of the following legal or disciplinary actions to clients and prospective clients if they occurred within the last ten years? Conviction of a misdemeanor involving an investment-related business SEC or other federal regulatory agency proceedings in which the person was found in violation of an investment-related statute A proceeding before FINRA (NASD) in which the adviser was barred or suspended from membership Conviction of a misdemeanor in a civil action regarding payment of motor vehicle violations

C) An investment adviser must disclose adverse regulatory events to clients and prospective clients if they occurred within the last ten years, such as a conviction relating to a misdemeanor involving an investment related business; SEC or other federal regulatory agency proceedings in which the person was found to have violated an investment-related statute; or proceedings before FINRA in which the adviser was barred or suspended from membership. Misdemeanors regarding noninvestment-related actions are not considered material and need not be disclosed (e.g., a motor vehicle violation).

An investment adviser with no place of business in the state has 10 clients in the state. For which one of the clients would registration be required? A) An investment adviser B) An insurance company C) An individual with net worth in excess of $1 million D) A governmental agency

C) An investment adviser need not register in a state if there is no place of business in this state and his only clients in this state are investment companies as defined in the Investment Company Act of 1940, other investment advisers, broker-dealers, banks, trust companies, savings and loan associations, insurance companies, employee benefit plans with assets of not less than one million dollars ($1,000,000), and governmental agencies or instrumentalities. The wealth of an individual client is of no consideration - if it is an individual, the IA must be registered. Now, you might ask, "what about the de minimis rule?" And, you would be correct. If there were a bunch of institutional clients and 5 or fewer individuals, regardless of wealth, the IA would not have to register. But, this is the way it is on the exam so you have to take the best shot.

Which of the following are included in the definition of federal covered security? ABC common stock, domiciled in Delaware, listed on the NYSE, and sold to a resident of Delaware ABC common stock, domiciled in Delaware, listed on the NYSE, and sold to a resident of Maryland City of Portland, Maine GO bond sold to a resident of Augusta, Maine City of Portland, Maine GO bond sold to a resident of Augusta, Georgia A) I and II B) I, II, III and IV C) I, II and IV D) II, III and IV

C) Any security listed on the NYSE, regardless of the corporation's or the customer's state of domicile, is a federal covered security. Municipal bonds, exempt securities under the Securities Act of 1933, are also federal covered securities with one significant exception: if the issuer is a political entity in this state and it is sold to a resident of this state, it is not considered a federal covered security in this state.

Which of the following are exempt from state registration? A bond issued by the city of San Jose, Costa Rica An isolated nonissuer transaction A transaction by an administrator of an estate A transaction with no commissions, directed by the offeror over the period of one year, to no more than 50 retail investors in the state who buy the security for investment purposes only A) I and II B) III and IV C) II and III D) I and IV

C) Isolated nonissuer transactions and transactions by an Administrator are included in the list of exempt transactions; the others are nonexempt transactions. With the exception of Canada, no foreign securities, other than those issued or guaranteed by the sovereign government, are exempt securities. There is a limited offering exemption, but it is limited to no more than 10 retail (non-institutional) investors in a 12 month period.

Under the USA, an investment adviser's current clients must be delivered a brochure A) annually, but only if the adviser has neither custody nor discretion B) quarterly if the adviser has both discretion and custody C) annually whether or not the adviser has custody or discretion D) within 48 hours of renewal

C) Unless there have been no material changes, a copy of the adviser's brochure or brochure supplement must be delivered to all current clients,(except those who are exempt from the brochure delivery requirements {impersonal advise costing less than $500 per year and investment companies registered under the Investment Company Act of 1940}), within 120 days of the end of the adviser's fiscal year. Custody or discretion is irrelevant to this question. Under the USA, all advisory contracts, both initial and renewal, must be in writing.

Which of the following statements are TRUE? An agent must register in the state in which he advertises and solicits a security. To make sales, an agent need not register in a state in which the broker-dealer is already registered. Under no circumstances may an agent register with two unrelated broker-dealers. A secretary for a broker-dealer who, as a courtesy, takes orders for the broker-dealer's clients must be registered. A) II and III B) III and IV C) I and II D) I and IV

D An agent must be registered in the state in which a security is advertised and solicited. A secretary who takes orders for the broker-dealer's clients must be registered. If the state Administrator specifically grants an exception, an agent may be registered with two unrelated broker-dealers. The fact that a broker-dealer is registered in a state does not qualify agents for sales activities unless they are also properly licensed in that state.

Which of the following may be required by the Administrator to post surety bonds? An agent who has discretion over client funds and securities A broker-dealer who has custody of, or discretion over, client funds and securities An investment adviser who has custody of, or discretion over, client funds and securities A) I only B) I and III C) III only D) I, II and III

D) A broker-dealer, investment adviser, or agent (but not an IAR) who has discretion over or, in the case of broker-dealers and advisers, custody of funds or securities may be required to post a bond.

The state securities Administrator has the authority to A) issue and enforce an injunction against a registered party B) issue a ruling under its authority with no requirement to publish that ruling C) amend or alter the Uniform Securities Act D) make, amend, or rescind rules,forms, and orders necessary to administer the USA

D) A state securities Administrator may issue a ruling or order to comply with the blue-sky laws of the state and designate the use of certain forms, but does not have authority to amend or alter the Uniform Securities Act itself. All rules and forms of the Administrator must be published. Only the courts can issue injunctions.

Under the Uniform Securities Act, the recordkeeping requirements established by the Administrator for out-of-state investment advisers wishing to register in his state are subject to the limitations of A) the Securities and Exchange Act of 1934 B) the requirements set by each individual state C) the Securities Act of 1933 D) the requirements set by the Administrator of the adviser's home state

D) For investment advisers, requirements set by the Administrator are subject to the limitations of the requirements set by the Administrator of the adviser's home state.

Under the Uniform Securities Act, if an investment adviser takes custody of client assets, which of the following statements are TRUE? Clients must receive monthly statements. Clients must receive quarterly statements. The adviser must be audited at least annually. The adviser must be audited at least semiannually. A) II and IV B) I and III C) I and IV D) II and III

D) If an adviser takes custody of client assets, those assets must be segregated from those of the adviser. Clients must be sent statements quarterly and the adviser must be audited at least annually. In addition, the adviser may be required by the state Administrator to maintain a higher level of net worth.

Which of the following activities would violate the Uniform Securities Act? An investment advisory partnership admits a renowned securities analyst to the partnership without informing its clients of this highly desirable addition An investment adviser incorporated in California fails to inform its clients of the departure of the chief financial officer who did not have an equity position in the firm An investment advisory firm incorporated in Illinois charges clients a share of the capital gains on the basis of a guaranteed performance level above a designated benchmark An investment advisory firm assigns those accounts that fall to a low level to other firms willing to accept them with the consent of the account holder A) II and III B) I, III and IV C) I and II D) I and III

D) Investment advisers who are partnerships must inform their clients of any change in the membership of the partnership within a reasonable period. Unless the question refers to a specific exemption, it is a violation of the USA for an advisory firm to charge on the basis of performance. An investment advisory firm may assign accounts to another firm with the consent of the client.

An Administrator may initiate a suspension or revocation proceeding against a broker-dealer registered in his state -up to 2 years after a broker-dealer voluntarily withdraws its registration -when an agent of the broker-dealer is convicted of a felony violation of the Securities Exchange Act of 1934 -upon discovery that the broker-dealer's license had been suspended in another state -upon discovery of new facts unknown to the Administrator at the time of the broker-dealer's initial registration A) II, III and IV B) I and II C) I, II, III and IV D) III and IV

D) The Administrator maintains jurisdiction over a license that has been withdrawn for a period of 1 year after the effective date of the withdrawal. An action against an agent of the broker-dealer does not allow the regulatory authority to also go after the broker-dealer. It is only when the question states that the individual is a principal of the firm that action against the firm may commence. The broker-dealer must disclose all suspensions by other regulatory agencies, including other states, to the state Administrator of its own state. A broker-dealer must also provide full disclosure of all relevant facts to the state Administrator concerning its registration.

According to the Uniform Securities Act, which of the following is NOT an exempt transaction? A) A broker-dealer sells an entire new issue of shares traded on the OTC Bulletin Board to 5 bank clients B) The executor of an individual's estate liquidates individual stocks and invests the proceeds in a money market account at a bank C) Bonds with a rating below investment grade are sold to the ABC High Yield Bond Fund D) A broker-dealer makes an offer of private placement securities to 15 individual investors within a 30-day period

D) The Uniform Securities Act defines a private placement as an offering made to no more than 10 noninstitutional investors in a 12-month period. If a private placement complies with this restriction, it is an exempt transaction. Although the OTC Bulletin Board shares are nonexempt, transactions with banks are exempt.

Securities issued by which of the following are exempt from registration? Any savings and loan association organized under the laws of any state Any bank organized and supervised under the laws of any state Any bank organized under the laws of the United States Any federal credit union A) I, II and IV B) I, III and IV C) I and II D) II, III and IV

D) The securities issued by national banks, state-chartered banks, and federal credit unions are exempt from registration under the USA. Federal savings and loan associations are as well. But, those savings and loan associations organized under state laws are only exempt if the S&L is authorized to do business in this state.

Under the Uniform Securities Act, which of the following statements is (are) TRUE regarding civil liability of advisers and broker-dealers? The statute of limitations for civil liability is 5 years. A lawsuit against a broker-dealer or adviser can be avoided if restitution, costs, and interest are paid to a client. If restitution is made to a client by a broker-dealer, the Administrator may not prosecute the securities violation. A) II and III B) I and II C) I only D) II only

Do not confuse the statute of limitations for criminal prosecution (5 years) with the statute of limitations for civil liability (3 years from the date of the event or 2 years from discovery, whichever occurs first). Since civil liability under the act is limited to restitution, costs, and reasonable interest, a lawsuit could be avoided by a return of the investor's funds plus interest. Payment of restitution to a client does not prevent the Administrator from prosecution for violating the provisions of the act.

Transactions meeting certain conditions are exempt from the Uniform Securities Act's registration and advertising filing requirements. Which of the following transactions does NOT meet those conditions to qualify as an exempt transaction? A) A sale of securities by the executor of an estate B) An offer of a security for which a registration statement has been filed but has not yet become effective C) The sale of U.S. government securities to a wealthy client's IRA by a registered broker-dealer D) A sale of stock through a rights offering to existing shareholders of the issuing corporation if no commission is paid

In the sale of U.S. government securities to a wealthy client, the security is exempt, but the transaction is not. Had the sale been to an institutional client, it would have been exempt. An offer is not a transaction.

State securities law generally limits agents to employment with a single broker-dealer unless A) multiple employment is widespread and does not require specific Administrator approval B) permission has been granted by the SEC C) the Administrator, by rule or order, authorizes employment with more than one broker-dealer D) permission is received from both broker-dealers regardless of Administrator approval

the Administrator, by rule or order, authorizes employment with more than one broker-dealer. The USA generally limits agents to single employment unless the Administrator, by rule or order, authorizes multiple affiliations.

ABC Securities is a broker-dealer registered with the SEC and domiciled in Missouri. ABC Securities would not be defined as a broker-dealer in Nebraska under the Uniform Securities Act if it had no offices in Nebraska and its only clients were insurance companies it had contact with fewer than 6 Nebraska residents in any 12-month period its only offer to Nebraska residents was through radio advertisements originating in Missouri but received in Nebraska it occasionally engaged in firm commitment underwriting with issuers based in Nebraska A) II and III B) I and II C) III and IV D) I, III and IV

A broker-dealer with no office in the state is not defined as a broker-dealer in that state if its only business is with institutions, other broker-dealers, and issuers when engaged in underwriting their securities. When a radio or TV broadcast originating in one state is received in another state, it is only considered to be an offer in the state of origination, in this case Missouri. There is no de minimis for broker-dealers.

Investment adviser and IAR exclusions

A trust company is not an investment adviser under the USA. An investment adviser with no office in the state, that does business exclusively with other investment advisers located in that state, is also excluded as an investment adviser under the USA.

A pension fund manager who manages a $35 million dollar account must register with which of the following? A) The state B) Either the state or the SEC C) SEC D) Both the state and the SEC

A) Under the Dodd-Frank Act, pension fund managers who manage $200 million or more are eligible to register with the SEC, so in this case, they would register with the state.

An agent is very satisfied with the work being done by his unregistered sales assistant and would like to compensate her with 5% of his commissions. Under the NASAA Statement of Policy on Dishonest or Unethical Business Practices of Broker-Dealers and Agents, this would be A) acceptable if the agreement was in writing and approved by the employing broker-dealer B) an unacceptable practice because only registered agents may receive sales related compensation C) unacceptable, unless split was based upon the amount of time each person spent with the clients D) acceptable, but only if disclosed to all of the agent's clients

B) you can't get paid for securities sales unless you are licensed. Isn't that why you are taking this exam?

Steven is registered as an agent with Maple Leaf Securities, a Canadian broker-dealer located in Toronto with no offices in the United States. One of Steven's clients has recently made a permanent move to Florida. Which of the following statements with respect to Steven is CORRECT? A) Under no circumstances is Steven permitted to have any dealings with this client once residence in Florida has been effective for more than 30 days. B) Steven and Maple Leaf Securities must register with both FINRA and the State of Florida. C) As long as the only dealings with this client are with a previously established Canadian tax qualified retirement plan, Steven only has to file an application and a consent to service of process. D) Steven 's current Canadian registration is sufficient to deal with a client who moves to another country.

Canadians have their equivalent of our IRA called an RRSP and, as long as the account is opened in Canada with a properly registered agent, that agent may continue to handle transactions in that account for clients who move out of the country.

States may require a surety bond as a prerequisite to registration under the Uniform Securities Act for each of the following EXCEPT a(n) A) state registered investment adviser B) agent C) broker-dealer D) issuer

If an agent representing a broker-dealer located in Utah wishes to solicit business in California, under the Uniform Securities Act, the agent would A) be allowed to solicit if the securities are exempt B) not have to register if the broker-dealer is registered in California C) not have to register in California D) have to register in California

D) Typically, an agent, when representing the broker-dealer to solicit securities transactions, must register in every state where business is conducted, even if the securities or the transactions are exempt.

federal covered security

Federal covered securities include those on the NYSE, the Chicago (CHX), and all tiers of the Nasdaq Stock Market as well as investment companies registered under the Investment Company Act of 1940.

An investment advisory contract is considered assigned if an adviser formed as a A) corporation with 5 officers and adds 2 officers B) corporation with 2 officers and adds 5 officers C) partnership with 5 partners and adds 2 partners D) partnership with 2 partners and adds 5 partners

If an advisory firm is formed as a partnership and there is a change in the majority of partners, this is considered to be an involuntary assignment to the new partnership. In this case, client approval is required.

USATrade Securities, a FINRA member broker-dealer, is registered in 10 mid-western states. Regarding financial requirements, USATrade must meet those of A) the state in which the principal office of the member is located B) FINRA C) the SEC D) the state with the most stringent financial requirements

In all cases, a broker-dealer member of FINRA is also registered with the SEC. As such, when it comes to financial requirements, bonding, recordkeeping, and so forth, the SEC's requirements always trump those of the states.

Andrew voluntarily leaves his position as an agent with Gibraltar Securities. Which of the following best describes the reporting requirements relative to this termination?

On termination of an agent from a firm with which he is registered, both the agent and the firm must notify the Administrator of such termination promptly.

Securities firms that are members of FINRA are registered with the SEC and must register as broker-dealers in the states in which they maintain a place of business.

A stock that is listed on the New York Stock Exchange is

Securities listed on the New York Stock Exchange (NYSE), Chicago Stock Exchange, or Nasdaq Stock Market are federal covered securities and do not need registration in any state under the Uniform Securities Act.

Registration statements for securities under the Uniform Securities Act are generally effective for

Securities registration statements are generally effective for 1 year from the effective date. However, if the issuer or underwriter still has unsold shares, the effective date may be extended until those shares are sold. That would be a more complete answer, but you weren't given that choice.

Which method of securities registration would most likely be used to register an initial public offering that is intended to be offered for sale in several states? A) Registration by publication B) Notice filing C) Qualification D) Coordination

Since the offering will be made in more than one state, registration with the SEC is required. Coordination is concurrent registration with the SEC and the state for public offerings. Notice filing pertains to certain federal covered securities, primarily by investment companies (mutual funds).

Under the Uniform Securities Act, which of the following is an agent?

The Uniform Securities Act defines an agent as any individual (other than a broker-dealer) who represents a broker-dealer (or an issuer in certain cases) in effecting securities transactions

A broker-dealer operating on the premises of a bank would have to make certain disclosures in an advertisement unless it was A) published in a general circulation magazine B) only sent to existing customers of the bank C) a radio spot of 30 seconds or less D) a television spot of 30 seconds or less

The required disclosures for broker-dealers operating on the premises of a bank do not have to be disclosed in a radio ad that does not exceed 30 seconds in length.

person

The term "person" has an extremely broad definition under the USA. Persons under the act include, among other things, individuals, corporations, unincorporated associations, and political subdivisions. For test purposes, focus on the three non-persons; deceased individuals, those declared incompetent, and minors. By the way, don't ever pay attention to Section numbers of the Act - those are there for technical accuracy, but you never have to know them for the exam.

Offer

Under the USA, the term "offer" includes an attempt to dispose of securities for value, or a solicitation of an offer to buy a security. Gifts, whether legal or not, are not considered an offer.

Which of the following securities is most likely to register by qualification under the USA? A) An initial public offering of a stock to be offered in 40 states B) An initial public offering of a corporate bond to be offered in 15 states C) A subsequent primary offering of stock in a large, established company to be offered in 30 states D) A public offering of a stock to be offered exclusively in 1 state

Offerings of corporate securities in a single state are most likely to be made through qualification. Multi-state public offerings of stock are generally registered by coordination, which describes the simultaneous registration of a public issue of a corporate security at both state and federal (SEC) levels.

Sharon Smith is an agent for Highwater Securities, a broker-dealer registered in all 50 states. Sharon receives an unsolicited order from a bank located in State X, a state in which she has no place of business. Under the Uniform Securities Act, A) because Highwater Securities is registered in all 50 states, Sharon must also be registered in all of them B) because Sharon has no place of business in State X and the order is unsolicited, Sharon may accept the order without registering in State X C) Sharon must be registered in State X in order to accept the order D) because Sharon has no place of business in State X and the client is an institution, Sharon may accept the order without registering in State X

Regardless of whether the security is exempt or the transaction is exempt, one must be licensed in any state which is the domicile of a client placing an order. One does not have to be registered as an agent in every state the BD is, only in those where she expects clients to reside.

A stock listed on the Chicago Stock Exchange would most likely use the process known as A) consternation B) qualification C) notice filing D) coordination

Stocks listed on the CHX are federal covered securities and, if required by the state Administrator, are only required to engage in notice filing.

State securities Administrators may NOT impose which of the following? A) Surety bond and/or minimum net worth levels on investment advisers with custody of client funds and securities B) Bonding requirements for registered agents C) Minimum net worth levels on registered investment adviser representatives D) Minimum net capital requirements on broker-dealers

C) Individuals registered as investment adviser representatives (or agents) never have to meet net worth or net capital standards. Broker-dealers and investment advisers have to meet net capital or net worth requirements. Investment advisers with custody can, at the discretion of the Administrator, post a surety bond in lieu of minimum net worth requirements.

It would not be considered an unethical business practice under NASAA's policies for an investment adviser to charge fees as well as commissions based on an hourly rate based on a percentage of the change in value of funds from quarter to quarter based on a percentage of the aggregate value of funds under management A) II and III B) I, II and IV C) III and IV D) I and IV

B) Unless a specific exception is referred to in the question, fees based on a share of capital gains or appreciation in an account are prohibited. The other choices are acceptable fee structures. An adviser may charge commissions and fees as long as the fact is clearly disclosed.

An employee of a commercial bank selling the bank's bonds to its banking clients is acting in the capacity of a(n) A) agent of a broker-dealer B) person excluded from the definition of an agent C) broker-dealer D) agent of the issuer

D) Commercial banks are included in that group of issuers of exempt securities whose individuals representing them in the sale of their securities are excluded from the definition of agent.

A consent to service of process required by an Administrator is a(n) A) agreement whereby a registrant will be bound by any legal action or subpoena served on the Administrator as if it had been served on the registrant B) agreement to perform all services and duties that the Uniform Securities Act (USA) requires of those individuals covered by the USA C) legal procedure that authorizes the Administrator to issue injunctions D) formal statement declaring that an investment adviser will comply with all advertising requirements of the USA

A) A consent to service is a formal legal agreement whereby a registrant will be bound by a legal action or subpoena served on the Administrator as if it had been served on the registrant. A consent to service is not an authorization to issue an injunction.

Which of the following would subject an agent to a denial of registration? An arrest for fraudulent behavior in selling securities to an insurance company 2 years ago Conviction of a securities-related misdemeanor eight years ago Losing a civil lawsuit three years ago that related to the agent's actions as a landlord Failure to pay filing fees A) II and IV B) II, III and IV C) I, II and III D) I and IV

A) Conviction, not merely an arrest, for a misdemeanor involving securities within the past ten years, and failure to pay filing fees are grounds for denial. Loss of a civil suit not related to the securities industry is not a cause for denial to an agent or IAR.

An individual employed by a federal covered adviser would be required to become registered as an IAR in the state if A) the only clients receiving the individual's advice are large pension plans organized for employees of municipalities located in the state where that individual maintains an office B) the only function performed by the individual is preparing the layout of a research report prepared by the firm C) the only clients receiving the individual's advice are banks located in states where the individual does not maintain a place of business D) the only clients receiving the individual's advice are insurance companies located in states where the individual does not maintain a place of business

A) Individuals performing the duties of an IAR for a federal covered investment adviser are only required to register in states in which they maintain a place of business. Although pension plans (as long as the total assets of the plan are at least $1 million) are considered institutional investors for exemption purposes, that exemption only applies when the individual has no place of business in the state.

A notice filing would be most appropriate for which of the following new issues? A) Open-end investment company shares B) Federal credit union stock C) Railroad equipment trust certificate D) Intrastate offering

A) Investment companies registered under the Investment Company Act of 1940 are exempt from registration with the states under the NSMIA. However, most states require notice filing and the payment of fees. Federal credit union stocks and railroad equipment trust certificates are exempt securities and intrastate issues would have to register using qualification.

Under the National Securities Markets Improvement Act of 1996 (NSMIA), investment companies registered under the Investment Company Act of 1940 are required to register A) as securities at the federal level only B) as securities at both state and federal levels C) as securities at the state level only D) as exempt securities, at neither state nor federal levels

A) The NSMIA requires that the SEC, rather than individual states, assume responsibility for the registration and regulation of federal registered mutual funds and other investment companies. Thus, these federal registered investment companies are no longer required to register at the state level; however, they will likely have to pay state filing fees by going through the notice filing procedure.

Under the Uniform Securities Act, an issuer is any person who issues or proposes to issue a security for sale to the public. According to the USA, which of the following is NOT an issuer? The city of Chicago, which is involved in a distribution of tax-exempt highway improvement bonds AAA Partnership issues certificates of interest or participation in its oil, gas, and mining titles The AAA Manufacturing Company, which proposes to offer shares to the public but has not completed the offering The United States government, which proposes to offer Treasury bonds A) II only B) I only C) I, II and III D) I, II and IV

A) Under the Uniform Securities Act, an issuer is any person who issues or proposes to issue a security. However, with respect to certificates of interest or participation in oil, gas, or mining titles or leases, there is not considered to be any issuer even though those certificates are included in the definition of "security." Examples of issuers are a municipality such as the city of Chicago, which issues tax-exempt highway improvement bonds; the AAA Manufacturing Company, which proposes to offer shares to the public even though it has not completed the offering; and the United States government, when it proposes to offer Treasury bonds.

Under the Uniform Securities Act, certain transactions are exempt from the sales literature and advertising filing requirements. Which of the following would be included in that category? Any isolated, nonissuer transaction Any sale to a financial institution Any transaction by the executor of an estate Any transaction between an issuer and underwriters A) I and III B) II and III C) I, II and IV D) I, II, III and IV

D) All four options describe exempt transactions. Exempt transactions are not subject to the advertising and sales literature filing requirements of the Administrator.

An individual may NOT act as an agent for more than one broker-dealer A) unless the broker-dealers are exchange members B) unless the Administrator, by rule or order, authorizes such employment C) unless the broker-dealers are unrelated D) under any circumstances

D) An individual may only act as an agent for multiple broker-dealers that are affiliated with each other. If the broker-dealers are unrelated, an agent may not work for them unless the state securities Administrator, by rule or order, authorizes such employment.

Under the Uniform Securities Act, which of the following are TRUE regarding the registration of a successor firm? The successor firm need not be in existence when the application for registration is filed. A filing fee is required with the application. The successor firm's registration will be effective for the unexpired portion of the year. A) I and II B) I, II and III C) II and III D) I and III

D) Application may be made to register a successor firm whether or not the firm is then in existence. The filing fee is waived. The successor firm's registration will be effective for the unexpired portion of the year.

An agent is currently registered with Broker-dealer X and would like to register with Broker-dealer Z. Under the Uniform Securities Act, A) permission would have to be granted by FINRA B) one can never be registered with more than one broker-dealer at the same time C) registration would be required with each broker-dealer D) the agent would have to sell different types of securities for each broker-dealer

Multiple registrations are permitted if the broker-dealers are affiliated by direct or indirect common control, OR, an exception is made by the Administrator. In either case, each registration requires the filing of a separate Form U-4.

An agent unintentionally sells nonexempt securities that have not been registered. Under the Uniform Securities Act, the broker-dealer may write a letter and offer to buy back the security plus interest, minus any income received. The client gives up the right against the firm to bring action in court if he does not respond within how many days of receipt of the letter? A) 60 days B) 15 days C) 20 days D) 30 days

The right of rescission under the Uniform Securities Act allows the customer 30 days to respond to a rescission letter from a broker-dealer offering to buy back securities sold illegally. If the customer does not accept or reject the offer, the customer waives his right to bring court action against the adviser for the improper sale.

A publicly traded corporation offers its employees an opportunity to purchase shares of the company's common stock directly from the issuer. A specific employee of the company is designated to process any orders for that stock. Under the USA, the employee A) may receive commissions without registration B) must register as an agent of the issuer C) need not register as an agent of the issuer under any circumstances D) must register as an agent only if he will receive commissions or remuneration, either directly or indirectly related to the volume of sales

Under the USA, an individual is an agent when effecting transactions with an issuer's existing employees if commissions or other remuneration related to the sale are paid. Therefore, there are cases where the employee would have to register as an agent. When the individual is paid a straight salary for this work, no registration is required.

Under the Uniform Securities Act, making sales trips to a state is considered to be having a place of business in the state.

The term "sale" includes which of the following? A contract of sale A contract to sell The disposition for value of an interest in a security A warrant (for common stock of the issuer) given with the purchase of a bond A) II and III B) I, III and IV C) I and III D) I, II, III and IV

"Sale", used interchangeably with "sell", is defined in the Uniform Securities Act as any contract of sale, any contract to sell, and any disposition of a security or interest in a security. The sale of a corporate bond is a sale with or without a warrant attached and involves the disposition of an interest in a security of the issuer. Because the distribution of the warrant is conditional upon the purchase of the bond, the acquisition of the warrant is considered to be a sale.

Which of the following constitutes an offer or sale of stock? Solicitation of a tender offer by a corporation. Gift of assessable stock Purchase of shares through the exercise of a warrant. Exchange of shares in a corporate reorganization, such as a merger. A) III and IV B) I and II C) I, II and IV D) II and III

*****D) A purported gift of assessable stock is considered to involve and offer and sale under the USA because the corporation that issues assessable stock can bill shareholders for cash representing the par value shortfall at a future date. Upon the exercise of a warrant, the holder of the warrant purchases stock and the issuing corporation sells the stock. Under the Uniform Securities Act, the solicitation of tender offers by corporations and exchange of shares in corporate reorganizations are not sales.

When a broker-dealer's registration under the Uniform Securities Act is revoked, which of the following occur? A) Registrations of agents of that firm are no longer in effect. B) Registrations of agents of the firm are still in effect. C) The Administrator will choose a local broker-dealer to oversee activities of the agents until the broker-dealer's registration is reinstated. D) The agent's registration is held in escrow until a hearing.

A) An agent's license is only effective as long as that agent is associated with a registered broker-dealer. In most cases, it would be said that the agent's registrations are placed in suspense. The agent's registrations are neither held in escrow until a hearing nor does the Administrator choose a broker-dealer to oversee activities of the agents until the broker-dealer's registration is reinstated.

Powers granted to the Administrator under the Uniform Securities Act include the ability to inspect the records of a broker-dealer A) after giving appropriate written notice B) only when the Administrator can point to a specific rule, order or section of the Act that he believes has been violated C) at any time D) when desired, but, not more frequently than quarterly

C) If a broker-dealer is doing business in the Administrator's state, the Administrator has the authority to inspect that BD's records at any time (during normal business hours) regardless of the state in which the records are located. Don't confuse this with an issuer reporting not more frequently than quarterly.

A broker-dealer with no place of business in the state would not be required to register with the Administrator unless one of its clients was A) a unit investment trust registered under the Investment Company Act of 1940 B) another broker-dealer C) a savings institution D) an employee benefit plan with assets of less than $1 million

D) As defined in the Uniform Securities Act, "Broker-dealer" does not include a person who has no place of business in this state if he effects transactions in this state exclusively with or through the issuers of the securities involved in the transactions, other broker-dealers, or banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, employee benefit plans with assets of at least $1 million, or other financial institutions or institutional buyers.

Which of the following transactions would constitute a violation of the Uniform Securities Act? An individual representing the issuer of a non-exempt security in an exempt transaction without registration as an agent While acting on behalf of an issuer, an individual, who is not registered as an agent, sells shares of an unregistered nonexempt security to fewer than 15 noninstitutional clients The sale of a Canadian government bond to the resident of a state in which the agent is not registered Representing an issuer of municipal bonds without being registered as an agent in the issuer's state A) II and III B) II and IV C) I and III D) I and IV

Representing an issuer of certain exempt securities (the municipal bond) or of a non-exempt security that is sold in an exempt transaction, (choice I) does not require registration. If the sale is of an unregistered nonexempt security, the only way the individual could sell on behalf of the issuer without being an agent is if it was in an exempt transaction, one of which is the limited offering exemption (private placement). That applies when there is a maximum of 10 offers to retail clients within a 12 month period and choice II uses the term, sells. Without knowing the number of offers, we cannot determine if the individual's actions qualify as an exempt transaction. In the case of doubt, assume they don't. Even though the Canadian bond is an exempt security, any agent must be registered in the state(s) in which the security is sold - the exemption applies to the security, not the agent.

Agent A with Firm Y and Agent B with Firm Z conduct a joint seminar. They agree to share the commissions on any resulting business. Under the Uniform Securities Act, which of the following statements regarding sharing commissions is CORRECT? A) Sharing of commissions by agents of two unrelated firms is prohibited. B) Only an agent who makes a sale is eligible to earn a commission. C) Sharing commissions that are a result of a joint seminar is never permitted. D) In this instance, sharing of commissions could only be done with the approval of both firms.

Unless an exception is granted by the Administrator, it is prohibited for an agent to share commissions with any person not also registered as an agent for the same or affiliated broker-dealer.

A sales agent who is only registered in Nebraska works for a broker-dealer that is registered in all 50 states. A customer who is a resident of North Dakota calls the representative in Nebraska and offers to purchase securities. Under the Uniform Securities Act, the agent should A) reject the order because she is not registered in North Dakota B) accept the order because she received it in Nebraska C) accept the order because it is unsolicited D) accept the order because her broker-dealer is registered in all 50 states

A) Both the broker-dealer and the agent must be registered in each state where they plan to do business. Although the broker-dealer is properly registered, in order for the agent to accept the order, she must be registered in North Dakota. Even though the order is unsolicited, making this an exempt transaction, agents must still be licensed in the state where the client is a resident.

Under the Uniform Securities Act, registrations of securities professionals expire A) every December 31, unless renewed B) three years from their effective date, unless renewed C) one year from their effective date, unless renewed D) two years from their effective date, unless renewed

A) Note that the question asks for the expiration date under the Uniform Securities Act, which is December 31. Do not be confused by actual practice, which may vary in some states.

In October 1987, the SEC promulgated Release IA-1092, which had the effect of broadening the definition of investment adviser. As a result of the Release, which of the following would be included in the definition? Commercial banks offering comprehensive financial planning for their high-net-worth clients Entertainment agents earning a fee for negotiating contracts for their clients and then placing a portion of the client's royalties into investment grade bonds or large-cap stocks as market conditions dictate Persons who receive a nominal fee for assisting employee benefit plan administrators select investment managers for the plan's assets Lawyers who prepare trust agreements for clients with large securities holding with a goal of minimizing estate taxes A) II and III B) II and IV C) I and II D) I and IV

A) Once the entertainment agent makes investment decisions for a client who is paying fees for overall services rendered, that agent now comes under the IA-1092 definition of investment adviser. Similarly, any person who is compensated for giving investment-related advice to employee benefit plans is considered a pension consultant and is required to register under IA-1092. Banks are never IAs, and the lawyer is merely doing legal and tax work.

Registration statements for securities A) may be amended after their effective dates as to the amount of securities issued, provided that underwriting fees and the initial offering price have not changed B) expire on December 31 of each year and must be renewed if further sales are to be continued C) are effective for at least 2 years from their effective dates, or longer if the securities are still under distribution by the underwriters D) need not be filed with the Administrator if the securities are only sold in one state

A) Registration of securities under the USA may be amended after their effective dates as to the amount of securities issued, provided that underwriting fees and initial offering prices have not changed. Securities registration statements remain effective for 1 year from their effective date, and do not expire on December 31 of each year. Registrations of agents, investment advisers, and broker-dealers expire on December 31 and need to be renewed. Registration statements are effective for 1 year from their effective dates (or longer if the securities are still under distribution by the underwriters).

The term "agent", as defined in the Uniform Securities Act, would not include which of the following individuals? A) One who represents an issuer in effecting exempt transactions B) One who represents a registered broker-dealer selling unregistered exempt securities C) One who represents an issuer of any exempt security D) One who represents a registered broker-dealer selling securities listed on the NYSE to individual clients

A) The USA defines an agent as an individual representing a broker-dealer or an issuer in the sale of securities. This exam will never have a case of an individual selling on behalf of a broker-dealer excluded from that definition. The securities listed on the NYSE are exempt from state registration because, under the NSMIA, they are federal covered securities. But anyone selling securities, exempt or not, while representing a registered broker-dealer must be licensed as an agent of that broker-dealer. The only case in which an individual selling securities as a representative of an issuer is always excluded from the definition of agent is when the transactions are exempt. There are 5 different categories of exempt securities where this exclusion applies as well, but it doesn't apply to all exempt securities.

James Jones, quarterback for a National Football League franchise team, deliberately misstated material information in the private sale of securities he owned. Jones claims he is not subject to the antifraud provisions of the Uniform Securities Act because he is not a registered agent and, secondly, the securities involved are exempt from registration requirements of the act. Which of the following statements is TRUE? A) The antifraud provisions of the USA apply to any person who acts fraudulently in connection with the offer, sale, or purchase of a security. B) As a professional athlete, Jones is not in the securities business and is therefore not subject to the antifraud provisions of the act. C) Jones's failure to accurately state material facts does not constitute fraud because the securities he sold were exempt from registration. D) The antifraud provisions of the USA do not apply to Jones because he is not suitably trained nor does he have a securities license.

A) The antifraud provisions of the USA apply to any person who acts fraudulently in connection with the offer, sale, or purchase of a security, even in the case of an isolated nonissuer transaction like this. While Jones, as a private individual, is not subject to the registration provisions of the act, he is liable for fraud when selling securities, whether registered or not. The fact that Jones is not trained in the securities business does not exempt him from the prohibition against fraud when engaged in the sale of securities.

A retail customer of broker-dealer A is on vacation in Nevada. Broker-dealer A, who is registered and maintains an office in Florida, wishes to make the customer aware of an investment opportunity that has just become available. Which of the following is TRUE? A) Broker-dealer A may solicit this customer in Nevada. B) Broker-dealer A must notify the Nevada Administrator before calling this customer in Nevada. C) Broker-dealer A may not solicit this customer in Nevada unless broker-dealer A and the agent making the call are registered in Nevada. D) Broker-dealer A may not solicit this customer in Nevada unless the broker-dealer has a branch office registered in Nevada.

A) This is an example of the Uniform Securities Act's position that, in certain situations, a broker-dealer is not a broker-dealer. If a broker-dealer registered in one state contacts an existing customer in another state and that customer is not a resident of the other state, the broker-dealer is not defined as a broker-dealer in the state in which the contact is made and is therefore not subject to the laws of that state. Of course, this is only true when the broker-dealer does not have an office in that state.

Which of the following are prohibited practices? An investment adviser transferred a client's account to a brokerage house because the account went below the firm's minimum size and then informed the client An investment adviser organized as a partnership did not inform its clients of the departure of a partner who had only a very small interest in the firm An investment adviser subsidiary of a publicly traded bank holding company failed to inform its clients of the departure of the firm's chairman and major stockholder An investment adviser firm organized as a general partnership sends prompt notification to all clients after the addition of a new partner A) I and II B) I and IV C) III and IV D) II and III

A) Transfer or assignment of an advisory account without prior client consent is always prohibited. An investment adviser need not inform clients of departures of employees, senior or otherwise, from investment advisory firms that are incorporated. Clients must, however, be informed of the departure or addition of any partner if the firm is organized as a partnership.

Under the NASAA Statement of Policy on Dishonest or Unethical Business Practices of Broker-Dealers and Agents, in which of the following circumstances may an investment adviser representative share in profits and losses in a customer's account? A) Such sharing is never permissible under the Policy B) If the client and the IAR's supervisor give permission and if the sharing is done in proportion to the amounts each part has invested C) If the advisory fee of the investment adviser is reduced by the share of the profits earned D) If the investment adviser representative and the customer have a written contract

A) Under the NASAA Statement of Policy on Dishonest or Unethical Business Practices of Broker-Dealers and Agents, investment advisers and their representatives are prohibited from sharing in the gains and losses in a customer's account. Conversely, an agent may share with a customer in a joint account with permission of the client and the broker-dealer. Unlike FINRA rules, there is no requirement that the agent have a financial interest in the account.

If a broker-dealer in Iowa addresses 15 solicitations to potential customers in the nearby Nebraska town of Middleton, and the return address on the mailings is that of the broker-dealer's satellite office in Middleton, which of the following statements is TRUE? The broker-dealer does not have to register in Nebraska. The broker-dealer must register in Iowa. The broker-dealer must register in Nebraska. The broker-dealer does not have to register in Iowa. A) II and III B) I and II C) I and IV D) III and IV

A) Under the USA, a broker-dealer must register in any state in which it has an office or conducts business with noninstitutional (retail) clients. Soliciting by mail constitutes making an offer in the state. Remember, there is no de minimis rule for broker-dealers.

Under the Uniform Securities Act, a non-exempt transaction may take place in the state only if A) the security is registered, exempt, or federal covered B) the security is sold in an exempt transaction C) an appeal is made to the Administrator D) it is between institutions

A) We are told that the transaction is not exempt. Therefore, unless the security is exempt (or federal covered), the only way to have a legal sale is for it to be registered.

To protect the public, the Administrator may deny the registration of an agent with insufficient net capital require an applicant for registration as both a broker-dealer and an investment adviser to limit activities to those of a broker-dealer due to lack of qualifications to render investment advice require an applicant for registration to submit to an oral examination A) II and III B) I and II C) I and III D) I, II and III

A) fAgents never have a net capital requirement, but broker-dealers do. It is not uncommon for an Administrator to deny an application for registration as an investment adviser to a firm that does not appear to have the necessary qualifications. The Administrator will permit the firm to function as a broker-dealer, and resubmit its request for adviser status at a later time. While it is rare, the USA does reserve the right to require a potential registrant to submit to an oral examination in addition to or instead of a written test.

All of the following activities comply with the requirements for agency cross transactions EXCEPT A) before obtaining a client's written consent in an agency cross transaction, the adviser must disclose that it will receive commissions from both parties and that the transactions involve a conflict of interest B) after proper written disclosure, an adviser recommends the transaction to both the seller and buyer C) a client consents (in writing) to the adviser's dual role in the transaction as both adviser to the client and broker to the other party D) an adviser sends an annual statement to clients that reveals the total number of agency cross transactions for the client and the total amount of commissions the adviser received from those transactions

B) An adviser cannot recommend a trade to both buyer and seller in an agency cross transaction, a transaction in which the adviser acts on behalf of both buyer and seller. The adviser can act as broker to both parties upon proper written disclosure and consent, provided the adviser did not recommend the transaction to both sides.

According to North American Securities Administrators Association's (NASAA) Statement of Policy on Dishonest or Unethical Business Practices of Broker/Dealers and Agents, which of the following practices is NOT unethical? A) An agent sold shares at a price less than authorized by a client. B) An agent of a broker/dealer exercised discretion in deciding the time that a sale took place during the trading day without expressed written discretionary authority. C) Within the first ten days of a client's initial transaction, an agent accepted oral discretion and purchased securities on behalf of the client. D) To protect the client in a declining market, an agent sold all shares in the client's account when the client had only authorized the sale of 30% of the shares.

B) An agent of a broker/dealer may exercise discretion in deciding the time or the price at which a sale takes place during the trading day without express written discretionary authority. Such action is not unethical because time and price are not considered true discretion. An agent may not exercise discretion over the number of shares to be sold without prior written discretionary authority. Oral discretion is only permitted for investment advisers and their representatives, (never broker/dealers or agents), during the first 10 business days after the initial discretionary transaction in the account.

Investment advisers who have custody of customer funds are usually required to have a net worth in the amount of A) $50,000 B) $35,000 C) $10,000 D) $5,000

B) The NASAA Model Rule on financial requirements for investment advisers, unless an exception exists, requires an investment adviser with custody of customer funds or securities to have a minimum net worth in the amount of $35,000. If the adviser does not have custody of customer funds or securities but does have discretionary power over customer accounts, the minimum net worth amount is reduced to $10,000. In the event the adviser wishes to post a bond because it doesn't meet the net worth requirement, it must be an amount determined by the Administrator based upon the number of clients and the total assets under management of the investment adviser.

Which of the following situations would require registration as an investment adviser? A broker-dealer provided investment research services to a customer and charged a fee for the service. An agent of a broker-dealer recommends the purchase of ABC securities to a customer, who then purchases 100 shares, and the agent earns a commission. An agent of a broker-dealer prepares a complete financial plan for a customer with a one-time charge of $950. The plan recommends specific securities transactions, which the customer orders. The agent earns commissions on the securities transactions. A broker-dealer charges its customers for collecting dividends and maintaining their accounts in addition to commission charges for transactions executed. A) I, II, III and IV B) I and III C) I only D) 1,3,4

B) Under the Uniform Securities Act, broker-dealers and their agents are not defined as investment advisers if their performance is solely incidental to the conduct of a brokerage business, and no special compensation is received for the advisory services. A broker-dealer charging for research advice is charging for advisory services, which would require registration as an investment adviser. A charge for creating a comprehensive financial plan is considered to be a charge for investment advice, even if it is only a one-time expense. It could also be considered that the commissions earned from the recommendations are indirect compensation (which is still looked at as advisory compensation). Recommendations of securities purchases are incidental to conducting a brokerage business and would not require registration as an investment adviser if no fees are charged for the advice. Broker-dealers may charge for clerical services provided to customers, but clerical services are not considered investment advisory services.

Gibraltar Investment Advisers is organized as an investment advisory partnership. If Jack, a partner with a minority interest, retires, Gibraltar is required to A) notify its clients within 30 days of Jack's retirement that he is no longer with the firm B) notify its clients as soon as reasonably possible of Jack's retirement C) do nothing; notification is not required D) notify its clients immediately that Jack is no longer with the firm

B) When a partner with a minority interest leaves an advisory firm for any reason, client notification must be made within a reasonable period. However, if Jack were a majority partner, the law would consider that the clients' accounts were assigned and client consent would then be required to maintain those contracts, as opposed to notification.

Which of the following statements are TRUE? When an investment adviser representative begins or terminates employment with an adviser registered under the USA, only the investment adviser must notify the Administrator. When an investment adviser representative begins or terminates employment with a federal covered adviser, only the investment adviser representative must notify the Administrator. When an agent of a broker-dealer leaves the firm, only the broker-dealer must notify the Administrator. When an investment adviser representative or a registered agent of a broker-dealer terminates employment, notice must be given to the Securities and Exchange Commission. A) II and IV B) I and II C) I and III D) III and IV

B) When an investment adviser representative begins or terminates employment with a state registered IA, the employing investment adviser must promptly notify the Administrator. In the case of a federal covered IA, only the IAR gives notice to the Administrator. However, when an agent of a broker-dealer begins or terminates employment, both the agent and the broker-dealer must promptly notify the Administrator. Notice to the SEC is not required.

Which of the following firms in the business of rendering investment advice for compensation would be considered a federal covered adviser? A) GHI Consultants, a sole proprietorship, managing $89 million belonging to high net worth individuals B) ABC Money Managers, a partnership with $385 million under management C) DEF Fund managers, a corporation managing an unregistered hedge fund with $10 million in assets D) Retire in Luxury Pension Plan Consultants advising several corporate retirement plans with combined total assets of $145 million

B)It makes no difference what the structure of the adviser is. As long as the assets under management are $110 million or more, SEC registration is required. If the investment company is registered under the Investment Company Act of 1940, the adviser must be registered regardless of size. The Hedge Fund is an unregistered fund so the rule does not apply to it. Under the Dodd-Frank Act, the pension consultant must have $200 million under management to be eligible to be federal covered.

All of the following statements are true EXCEPT A) upon appearance or likelihood that a violation will occur, the Administrator may issue a cease and desist order without a prior hearing B) state securities Administrators do not have authority to issue injunctions and must submit requests to appropriate state courts to issue injunctions C) there is no statute of limitations for criminal violations of the USA D) under a civil violation of the USA, a cause of action survives the death of the plaintiff or defendant

C) -----There is a 5-year statute of limitations for criminal violations under the USA-----. In a civil action, a cause of action may survive the death of plaintiff or defendant. Upon the appearance or likelihood that a violation will occur, the Administrator may issue a cease and desist order without a prior hearing. State securities Administrators are administrative offices, not judicial offices. Only courts can issue injunctions.

An Administrator has jurisdiction over an offer to sell securities if it is made in a newspaper published out of state A) with at least one-third of its circulation in the state B) with at least one-half of its circulation in the state C) under no circumstances D) with at least two-thirds of its circulation in the state

C) A state Administrator never has jurisdiction over a securities offering made in a bona fide newspaper published out of state. However, the Administrator has jurisdiction if the paper is published in his state except where two-thirds or more of the paper's circulation is out of that state

When a broker-dealer's registration under the Uniform Securities Act is revoked, which of the following occur? A) The agent's registration is held in escrow until a hearing. B) The Administrator will choose a local broker-dealer to oversee activities of the agents until the broker-dealer's registration is reinstated. C) Registrations of agents of that firm are no longer in effect. D) Registrations of agents of the firm are still in effect.

C) An agent's license is only effective as long as that agent is associated with a registered broker-dealer. In most cases, it would be said that the agent's registrations are placed in suspense. The agent's registrations are neither held in escrow until a hearing nor does the Administrator choose a broker-dealer to oversee activities of the agents until the broker-dealer's registration is reinstated.

An investment adviser need not register in a state if it has A) a place of business in the state and advises fewer than five banks B) no place of business in the state, does not direct business communications in the state, and advises no more than ten high net worth individuals located in the state C) no place of business in the state and only advises thirty-three insurance companies located in the state D) a place of business in the state and only advises employee benefit plans with $1 million or more in assets

C) An investment adviser need not register in a state if it has no place of business in the state and advises such institutional clients as insurance companies or banks. The number of clients is irrelevant as long as they all are of an institutional nature. Without exception, the USA requires an investment adviser to register in a state if it has a place of business in the state. With no place of business in the state, registration would not have been required regardless of the number of banks who were clients. With five or fewer noninstitutional clients, regardless of their net worth, no registration would be necessary under the de minimis provisions of the USA.

Which of the following statements regarding state registration of securities is TRUE? A) Notice filing is effective when ordered by the Administrator. B) Registration by coordination is effective on the 10th day after filing with the Administrator. C) Registration by coordination is effective concurrent with federal registration. D) Registration by qualification is effective after 30 days.

C) Coordination is the method used to register a security simultaneously under the Securities Act of 1933 and under the USA in a state. If the security's federal registration is pending and the Administrator has received all of the required material, the two registrations can be declared effective at the same time.

The agreement that the Administrator can receive subpoenas on behalf of a registered agent, broker-dealer, or investment adviser involved in any securities sale that violates the Uniform Securities Act is the A) right of retribution B) cease and desist order C) consent to service of process D) agreement to actionable offenses

C) Every applicant for registration and every issuer must file an irrevocable consent to service of process appointing the Administrator as attorney to receive service of any lawful process in any civil suit, action, or proceeding. It has the same legal effect as if the person had been served personally.

The Administrator, with proper notice, may examine the financial records of which of the following persons registered in his state? Agents Broker-dealers Investment Advisers A) I, II and III B) I and III C) II and III D) I and II

C) Only broker-dealers and investment advisers are required to maintain financial records. Agents must maintain sales records and but there are no financial inspections of agents or investment adviser representatives as there are with broker-dealers and advisers.

The Uniform Securities Act provides an exemption from registration for certain securities and for certain transactions. However, the Administrator is not empowered to deny an exemption from state registration to U.S. government securities private placement transactions a transaction with an insurance company municipal bonds issued by another state A) I and III B) II and III C) I and IV D) II and IV

C) Other than in a transaction involving a federal covered security, the Uniform Securities Act gives the power to the Administrator to deny an exemption to any exempt transaction such as private placements or transactions with professional investors such as insurance companies or bank trust departments. However, when it comes to a security's exemption, the Administrator may only deny exempt security status to an issue of a nonprofit organization or an investment contract issued in connection with an employee benefit plan, never a U.S. government security or one issued by another state.

Which of the following is (are) exempt from the registration requirements of the Uniform Securities Act? Securities issued by a nonprofit organization Securities guaranteed or issued by a federal savings and loan T-bills Unit investment trusts registered with the SEC A) I, II and III B) II, III and IV C) I, II, III and IV D) I only

C) Securities issued by nonprofit organizations, federal savings and loans, and the U.S. government (i.e., Treasury bills, Treasury bonds) are exempt from the registration requirements of the Uniform Securities Act. Unit investment trusts that are registered under the Investment Company Act of 1940, are federal covered securities and, therefore, are exempt.

Under the Uniform Securities Act, state Administrators set minimum net worth requirements for investment advisers. What should an IA do if its net worth falls below the minimum rule of the state in which it is operating? A) Raise capital from investors and then notify the Administrator when in compliance with the state's net capital requirement. B) Notify the Administrator and maintain operations until the Administrator issues an injunction. C) Notify the Administrator by the close of the next business day and file a report with the Administrator by the business day following the notice. D) Immediately file for bankruptcy in order to protect the interests of the firm's owners.

C) The investment adviser (IA) must notify the Administrator by the close of the next business day. This notice is followed up with a financial report no later than the following business day.

All of the following must be specified in a security's state registration statement EXCEPT A) a stop order from another state that affects the offering of the security within that state B) the amount of securities to be offered in the state C) the total amount of the security that will be offered in other states D) the expected use of the projected proceeds of the offering

C) The total amount of the security to be offered in other states need not be specified although identifying those states is required. The amount of the security to be offered in the state of registration is required, as it generally provides the basis on which the registration fee is calculated. A stop order from another state that affects the offering of the security within the state must be included. The registration statement will always describe the intended use of the proceeds.

The procedure for entering an order to purchase a security for the account of a customer is to complete an order ticket. Which of the following would be found on an order ticket? A) Account number, customer address, time of order entry, and terms and conditions of the order B) Customer name, customer address, execution price, time of execution or cancellation C) Account number, execution price, time of order entry, time of execution or cancellation, and terms and conditions of the order D) Customer name, execution price, time of order entry, and time of execution or cancellation

C) This is one of those questions where the best way to find the answer is by determining what is NOT correct. Customer name and/or address would never be on an order ticket and that knocks out three of the choices. The account number (not name), the execution price (once the order is completed), the time of entry and execution (or cancellation if it is a day order that is not executed) and the terms and conditions (limit, market, stop, etc.) are all on the order ticket.

An investment adviser who has no office in a state is exempt from registration in a state if, during any 12-month period, he has no more than how many retail clients in the state? A) 20 B) 35 C) 5 D) 10

C) here are provisions for exclusions from the definition of investment adviser in the Uniform Securities Act. Out-of-state advisers who have no place of business in the state are not defined as investment advisers if they have no more than 5 noninstitutional (retail) clients in this state in a 12-month period. This is known as the de minimis exemption.

Under the Uniform Securities Act, the Administrator can require a federal covered investment adviser A) to maintain books and records for a period of time in excess of SEC requirements B) to maintain net worth in excess of that required by the SEC C) file copies of the firm's advertisements D) to file a copy of all of the documents submitted to the SEC

D) Federal covered investment advisers do not come under the jurisdiction of the state Administrator. The only requirement he may place on them is a Notice Filing which may include: Submitting copies of all documentation filed with the SEC; Paying a filing fee; and Providing a consent to service of process

Disciplinary proceedings under the Uniform Securities Act require the Administrator to provide which of the following? An opportunity for a hearing Written findings of facts and conclusions of law Appropriate prior notice A) II and III B) I and II C) I and III D) I, II and III

D) In the event of a disciplinary action, an Administrator must provide appropriate prior notice, an opportunity for a hearing, and written findings of facts and conclusions of law.

Investment advisers who have discretionary powers but NOT custody of customer funds are usually required to have a net worth in the amount of A) $50,000 B) $5,000 C) $35,000 D) $10,000

D) NASAA rules under the Uniform Securities Act require an adviser who does not have custody of customer funds or securities but has discretionary power over customer accounts to have a minimum net worth of $10,000.

According to the Uniform Securities Act, which of the following must be registered as an investment adviser representative? John, who opens an investment advisory firm where he devotes his time exclusively to management responsibilities as the sole proprietor of the firm Paul, who works for a firm soliciting investment management accounts on behalf of several different investment managers Margaret, who works as a registered agent for a broker-dealer Mark, an employee of AAA Broker-Dealers, who solicits brokerage clients for commissions on the basis of research conducted by his firm's securities analyst A) II and IV B) II and III C) I and IV D) I and II

D) Paul, who works for a firm soliciting investment management accounts for several investment managers, must register as an investment adviser representative because he is acting in the capacity of a sales agent for investment advisers. John, as the owner, will be automatically registered as an investment adviser representative when his advisory firm registered as an investment adviser. Margaret need not register as an investment adviser representative because she functions as a registered agent for a broker-dealer. If she sold investment advice for the broker-dealer's investment management subsidiary, she then would have to register as an investment adviser representative. An agent of a broker-dealer, earning commissions on security sales, is not an IAR even if his primary selling tool for the brokerage business is the firm's outstanding research department.

Under the USA, a person representing the issuer is not considered an agent in any of the following transactions EXCEPT A) investment contracts issued in connection with an employee's stock purchases, savings, pension, profit-sharing, or similar employee benefit plan B) promissory notes, drafts, or bankers' acceptances with a maturity of nine months or less C) when the transactions are exempt D) nonexempt, initial public offerings confined to a single state of registration

D) Persons who represent nonexempt issuers of new securities, whether issues are confined to their state of registration or not, are agents under the USA. An individual who represents an issuer in either the sale of certain exempt securities, such as short-term paper, or in an exempt transaction, is excluded from the definition of agent.

Securities of a nonexempt corporate issuer that are not registered with the SEC may only be registered with the Administrator in which of the following ways? A) Condemnation B) Obfuscation C) Coordination D) Qualification

D) Securities of a nonexempt corporate issuer that do not have a federal registration must be registered with the Administrator by qualifying with the Administrator. This process is called registration by qualification

Which of the following can be substituted for a surety bond? A) Commodities, cash, or securities B) Real estate C) Cash or commodities D) Cash or marketable securities

D) The Administrator may, by rule or order, require registered broker-dealers, agents, and investment advisers who have custody of (BDs and IAs) or discretionary authority over client funds or securities to post bonds in amounts as the Administrator may prescribe, subject to the limitations of section 15 of the Securities Exchange Act of 1934 (for broker-dealers) and section 222 of the Investment Advisers Act of 1940 (for investment advisers). An appropriate deposit of cash or securities shall be accepted in lieu of any bond required.

If an investment adviser representative is engaged in criminal activity while violating a rule under the Uniform Securities Act, but had no knowledge of the rule violated, the maximum penalty that may be imposed is a A) 3 years in prison and a fine of 3 times the amount of the loss B) $10,000 fine and 2 years in prison C) $5,000 fine and 3 years in prison D) $5,000 fine

D) The maximum penalty for criminal violations is $5,000 and/or 3 years imprisonment. However, no prison sentence can be imposed if the person can prove he had no knowledge of the rule being violated.

An investment adviser that maintains discretion over client accounts is registered in several states. It must maintain net worth equal to the requirements of A) the SEC B) the state with the highest requirement C) the state in which most of their clients reside D) the state in which their principal office is located

D) The question states that this IA is registered in several states. Therefore, unlike BDs who are registered with both the SEC and the states, this must be a state-registered only adviser. In that case, satisfying the financial and recordkeeping requirements of the state in which the principal office is located is all that is necessary.

Securities issued by which of the following are exempt from registration? Any savings and loan association organized under the laws of any state Any bank organized and supervised under the laws of any state Any bank organized under the laws of the United States Any federal credit union A) I and II B) I, II and IV C) I, III and IV D) II, III and IV

Which of the following statements is (are) TRUE? A person with a place of business in the state who transacts business exclusively for the accounts of banks and savings institutions is not a broker-dealer under the Uniform Securities Act. A person excluded from the definition of investment adviser under the Investment Advisers Act of 1940 who offers investment advice to individual investors residing in this state, and has less than $100 million in assets under management, is subject to the jurisdiction of the state Administrator. A person required to register as an investment adviser under the Investment Advisers Act of 1940, who manages funds on a regular business headquartered in this state, may be subject to notice filing fees required by the state Administrator. Broker-dealers who supply incidental investment advice and make securities recommendations to customers who pay commissions for the execution of their trades are not investment advisers subject to state or federal registration. A) II and III B) I and II C) I and IV D) III and IV

D) Under the NSMIA, any person excluded from the definition of investment adviser under the Investment Advisers Act of 1940 is considered a federal covered adviser. Therefore, regardless of the amount of money under management, the state has no jurisdiction. A federal covered adviser may be subject to payment of notice filing fees. Broker-dealers who supply investment advice incidental to their business and receive no special compensation for it are not investment advisers. A person who conducts business exclusively with banks and savings institutions is a broker-dealer under the USA if he has a place of business in the state. Had the person no place of business in the state and conducted business exclusively with banks and savings institutions, he would not be considered a broker-dealer subject to the regulatory control of the state Administrator.

When registering a security under the Uniform Securities Act, the registrant must indicate all of the following EXCEPT A) the amount of securities to be offered in the state B) all other states in which the security is to be registered C) the effective date of the offering D) adverse rulings by a court, regulatory authority, or the SEC with respect to the offering

The effective date is determined by the state Administrator or the SEC, not the person registering the security. Registrants must indicate all other states in which the security is to be registered. The amount of securities to be offered in the state, for which a specific registration is sought, must be disclosed in addition to any adverse rulings related to the offering.

Under the Uniform Securities Act, in which of the following circumstances may the Administrator take action against an advisory firm? Nine years ago, the Administrator of another state found that the president of the firm violated the securities laws of that other state. The firm has liabilities that exceed its assets. A minority shareholder with no management role in an investment adviser organized as a corporation cannot meet his financial obligations as they come due. A) I only B) II and III C) I, II and III D) I and II

Violation of another state's securities laws within the past ten years by the president of the firm might be cause for action against an investment adviser. So is insolvency, defined as having liabilities in excess of one's assets or the inability to meet financial obligations as they come due. However, the personal financial situation of a minority, nonmanaging shareholder does not have a bearing on the financial situation of a corporate firm.

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