Registration/Licensing

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An investment adviser is based in California, where the minimum Net Worth requirement is $35,000. The investment adviser wishes to open branch offices in Washington, Oregon and Nevada, all of which have $35,000 Net Worth requirements as well. In order to open the branch offices, the investment adviser must have a:

$35,000 Net Worth

Under NASAA rules for State-registered advisers, transactions must be recorded in customer account records no later than:

10 business days following the end of the quarter in which the transaction was effected

Under the Uniform Securities Act, all of the following are defined as "persons" EXCEPT: General partner in a limited partnership Public utility selling to public investors administrator of the State Municipality selling industrial development bonds

Administrator of the state State Admin is not a person

Which of the following individuals is NOT EXCLUDED from the definition of a "sales representative" under the Uniform Securities Act? An individual who represents an issuer in isolated non-issuer transactions An individual who represents an issuer in transactions with underwriters An individual who represents an issuer in transactions with financial institutions An individual who represents an issuer in transactions with investors

An individual who represents an issuer in transactions with investors

Which of the following would be defined as an "issuer" transaction? an initial public offering of common stock by a corporation the sale of close-end fund shares in NASDAQ market The sale of a security effected on the NYSE floor The resale of limited partnership interests originally offered in a private placement

An initial public offering of common stock by a corporation

Under the Uniform Securities Act, which of the following could NOT be considered to be a "broker-dealer"? Credit union Attorney Investment adviser Market maker

Credit union

Under the Uniform Securities Act, which of the following securities is (are) considered to have an issuer? I Collateral trust certificate II Equipment trust certificates III Fractional interests in oil and gas programs IV Certificates of interest in a gravel mining program

I and II only

Which of the following are defined as correspondence? I E-mail II Research report III Instant message IV Group e-mail

I and III

If an agent changes his place of employment from one broker-dealer to another broker-dealer, the State Administrator MUST be notified by the: I Former Employer II New Employer III Agent

I, II, III

Investment advisers may be formed as: I Partnerships II Corporations III Associations

I, II, III

Which of the following with a place of business in the State are required to register in a State? I Investment adviser representative II Federal covered adviser representative III Broker-dealer representative

I, II, III

If an individual's registration has been revoked by the Administrator within the past 10 years due to a felony conviction resulting from a securities law violation, this individual is prohibited from being registered as a(n): I Agent for another broker-dealer II Principal of another broker-dealer III Representative for an investment adviser IV Principal of an investment adviser

I, II, III, IV

Under the Uniform Securities Act, which methods of storage are permitted to retain required records? I Microfilm II Microfiche III Digital Storage IV Computer Tapes

I, II, III, IV

Which of the following are defined as "persons" under the Uniform Securities Act? I Joint Stock Company II Partnership III Estates IV Unincorporated Organization

I, II, III, IV

Which of the following is (are) defined as a "broker-dealer" under the Uniform Securities Act? I A person who effects securities transactions for its own account II A person who effects securities transactions for the account(s) of others III An agent of a broker-dealer who effects securities transactions IV An agent of a broker-dealer who effects securities transactions that are not recorded on the books of the broker-dealer

I, II, IV

Administrators can require minimum Net Capital and Net Worth for registration of: I Agents II Broker-Dealers III Investment Advisers IV Issuers

II and III

Which of the following is (are) issuer transactions? I Purchase of a NASDAQ listed security II Purchase of a mutual fund share III Purchase of a limited partnership interest from the sponsor IV Purchase of an NYSE listed security

II and III

Which of the following is (are) NOT considered to be a "broker-dealer" under the Uniform Securities Act? I A person who effects securities transactions for its own account II A person who effects securities transactions for the account(s) of others III An agent of a broker-dealer who effects securities transactions IV An agent of a broker-dealer who effects securities transactions that are not recorded on the books of the broker-dealer

III only

Why are investment advisers NOT considered institutional buyers?

Many IAs are very small firms

Under the Uniform Securities Act, which of the following would be defined as a "non-issuer" transaction? An initial public offering of common stock by a corporation The sale of open-end mutual fund shares The sale of a security effected on the New York Stock Exchange floor The sale of limited partnership interests in a private placement

The sale of a security effected on the NYSE floor

Under the Uniform Securities Act, which of the following is NOT an issuer transaction? Trade of a NASDAQ listed security Redemption of a mutual fund share Purchase of a limited partnership interest from the sponsor Purchase of an initial public offering from an underwriter

Trade of a NASDAQ listed security Secondary market transactions are non-issuer transactions

Which of the following is defined as advertising? Prospectus Website Letter to a Client Internet Chat Room

Website

An issuer transaction is:

a transaction where the proceeds go to the issuer

If an individual works for either a broker-dealer or an issuer and sells securities of that issuer earning a commission, that individual is defined as a(n):

agent

Persons NOT considered to be "broker-dealers" include:

agents (represent BD) Banks, Savings and Trust companies Issuers

An institutional buyer is defined under the Uniform Securities Act as:

any person defined by the Administrator by rule or order

USA excluded from BD definition is:

any person who has no place of business in the state and who transacts business exclusively with: issuers of securities involved in the transaction other BD banks, savings etc

The term issuer applies to a

any person who issues, or proposes to issue a security

Institutional buyers

banks savings and loans trust companies insurance companies investment companies pension and profit sharing plans other financial institutions

Which term is NOT defined under the Uniform Securities Act? Investment adviser investment Adviser Representative Broker-dealer Broker-dealer representative

broker-dealer representative

An individual who represents an issuer in the sale of that issuer's securities and who earns a commission on each transaction would be defined as an "agent" under the Uniform Securities Act if that individual represents the issuer:

effecting sales of securities to employees of the issuer

Under the Uniform Securities Act, a "broker-dealer" is"

effects securities transactions for account of others engages trading of securities for its own account

Definition of a sales representative:

individuals who represent issuers effecting transactions with the public as "agents" who must be registered

Federal securities laws supersede the provisions of the Uniform Securities in all of the following areas EXCEPT: registration requirements applicable to securities offerings registration requirements applicable to investment advisers investigation and bringing of enforcement actions with respect to unlawful broker-dealer conduct broker-dealer capital, custody, financial responsibility and recordkeeping requirements

investigation and bringing of enforcement actions with respect to unlawful broker-dealer conduct

Under the Uniform Securities Act, all of the following are excluded from the definition of an investment adviser EXCEPT: issuers lawyers accountants teachers

issuers

The Uniform Securities Act does not set

minimum capital standards to be defined as an institutional buyer

Under the provisions of the Uniform Securities Act, a "person" includes all of the following EXCEPT a(n): adult couple minor municipality corporation

minor (no legal authority to trade securities)

If a BD deals solely with the public

must register as BD

An issuer has filed a registration statement in the State proposing to offer 500,000 shares in a combined primary and secondary distribution, consisting of 300,000 newly issued shares and another 200,000 shares being offered by the officers of the firm. Under Uniform State Law, the 200,000 shares being sold by selling shareholders are a(n): issuer distribution non-issuer distribution commingling of securities exempt transaction

non-issuer distribution

Administrative personnel are:

not required to register as a representative of a broker-dealer

The policy of securities regulators regarding emails sent or received by agents maintains that:

records must be kept of both personal and business emails

Taking an order requires

that the individual be registered as a broker dealer rep

The directors of a company decide to offer shares of the company from the company's unissued stock directly to company employees. The proceeds of the sale go to the company, but the directors take a commission from the employees on these sales. All of the following statements are true EXCEPT: this is a non-issuer transaction the directors are defined as agents of the issuer the directors must be registered the securities must be registered

this is a non-issuer transaction

All of the following are defined as "persons" under Uniform Securities Act EXCEPT: individuals joint stock companies unincorporated organizations trusts where the interests of the beneficiaries are not evidenced by a security

trusts where the interests of the beneficiaries are not evidenced by a security bene must be evidenced by a security


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