Registration & Licensing Study Questions
All of the following are synonymous EXCEPT: -salesman - agent -broker - agent -dealer - agent -salesman - broker
dealer - agent
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: -500,000 shares being sold is an issuer transaction -300,000 shares being sold is an issuer transaction and the 200,000 shares being sold is a non-issuer transaction -300,000 shares being sold is a non-issuer transaction and the 200,000 shares being sold is an issuer transaction -500,000 shares being sold is a non-issuer transaction
300,000 shares being sold is an issuer transaction and the 200,000 shares being sold is a non-issuer transaction
Which of the following persons with no place of business in a State, is EXCLUDED from the definition of an "Investment Adviser"? -A bank that receives special compensation for rendering advice about securities -A person who gives advice for a fee about investment grade corporate bonds -A person who gives advice for a fee about municipal securities -A person who gives advice about securities for a fee solely to lawyers and accountants
A bank that receives special compensation for rendering advice about securities
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
Which individual is defined as an agent under the Uniform Securities Act? -An individual representing a broker-dealer who takes phone messages from clients that wish to purchase or sell listed stocks -An individual representing a broker-dealer who takes unsolicited orders for partnership units -An individual representing an investment adviser who provides advice to clients about investing in securities -An individual who works for an issuer selling that issuer's stock to the issuer's employees
An individual representing a broker-dealer who takes unsolicited orders for partnership units
Which of the following is a federal covered adviser? -An investment adviser with $10,000,000 of assets -An investment adviser with $50,000,000 or less of assets -An investment adviser with $100,000,000 of international assets -An investment adviser to individuals that are accredited investors under Regulation D
An investment adviser with $100,000,000 of international assets
Who must register in a State as an investment adviser? -A person selling a subscription to a service that gives timing of buy and sell orders for specific investment company securities that are exchange traded -An investment adviser representative who has been registered with an investment adviser for more than 5 years -An on-line broker-dealer who offers a "no maximum number of trades" program for a 90-day period for a set dollar amount -A bank that is offering "Raise-Your-Rate" Certificates of Deposit for a set promotional period
An on-line broker-dealer who offers a "no maximum number of trades" program for a 90-day period for a set dollar amount
Which of the following are permitted to register with the SEC as a Federal Covered Adviser? I An adviser with $10,000,000 of assets under management II An adviser with $25,000,000 of assets under management III An adviser that is currently registered in 10 States IV An adviser that is currently registered in 15 States
II and IV
The State Administrator has the power to do which of the following to a federal covered adviser? -Increase the number of audits that the Administrator makes of the adviser -Establish minimum financial requirements that are more stringent than the requirements of the Investment Advisers Act of 1940 -Require the adviser to file financial reports other than those filed under the Investment Advisers Act of 1940 -Require the adviser to keep records other than those required under the Investment Advisers Act of 1940
Increase the number of audits that the Administrator makes of the adviser
Under the Uniform Securities Act, all of the following are defined as an investment adviser EXCEPT a(n): -broker-dealer firm that charges for investment advice -publisher of a stock market newsletter that makes recommendations based upon the specific investment situation of each specific client -accountant who recommends types of investments to his clients as part of his accounting services -research firm that sells an analysis of securities to each customer as part of an individualized financial plan
accountant who recommends types of investments to his clients as part of his accounting services
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 -broker-dealer -issuer -Administrator
agent
All of the following individuals are defined as "sales representatives" under the Uniform Securities Act EXCEPT an individual employed by a broker-dealer who: -effects securities transactions only in non-exempt securities -effects securities transactions only in exempt securities -performs the function of giving securities quotations over the phone -performs the function of accepting orders from customers of the firm
performs the function of giving securities quotations over the phone
The term "issuer" applies to a: -person who proposes to sell a security -director of a company that is selling new shares to the public -trader executing trades off an exchange floor -market maker in a security traded over-the-counter
person who proposes to sell a security
All of the following are "issuer" transactions EXCEPT the: -sale of a new issue of bonds by a corporation -trade of 100 shares of stock on an exchange floor -sale of mutual fund shares to a customer -sale of Treasury Bills by the U.S. Government
trade of 100 shares of stock on an exchange floor
Under the Uniform Securities Act, the term "broker-dealer" includes which of the following? -A person in the business of trading securities for his own account or for the account of other persons -Agents who execute trades for broker-dealers -Banks -Issuers of securities
A person in the business of trading securities for his own account or for the account of other persons
Under the Uniform Securities Act, which individual is defined as an "agent"? -A principal of a broker-dealer -A secretary who takes customer orders -A clerk who solely performs clerical functions -A silent partner of a broker-dealer
A secretary who takes customer orders
Under the Uniform Securities Act, an investment adviser may be formed as which of the following? I Corporation II Partnership III Association IV Broker-dealer
I, II, III
Which terms are defined under the Uniform Securities Act? I Investment Adviser II Investment Adviser Representative III Broker-Dealer IV Broker-Dealer Representative
I, II, III only
Which of the following individuals are defined as an agent under the Uniform Securities Act? I An individual who represents an issuer in selling exempt securities II An individual who represents an issuer in selling non-exempt securities III An individual who represents a broker-dealer in selling exempt securities IV An individual who represents a broker-dealer in selling non-exempt securities
II, III, and IV
Which of the following are defined as "Investment Advisers" under the Uniform Securities Act? I Lawyers who advise customers on investments for pension planning without taking a fee II Newspapers having an "Investments" column with a general circulation III Persons who take a fee for advising clients about securities IV Publisher of an investment newsletter that provides advice based upon each client's specific investment situation
III and IV
An institutional buyer is defined under the Uniform Securities Act as: -an institution with at least $100 million of assets available for investment -an accredited investor as defined under Rule 506 of Regulation D of the Securities Act of 1933 -any person defined by the Administrator by rule or order -any institution that is regulated by the Federal Reserve, SEC, or State Insurance or Banking Commissioners
any person defined by the Administrator by rule or order
Under the Uniform Securities Act, an investment adviser may be formed as any of the following EXCEPT a(n): -corporation -partnership -association -broker-dealer
broker-dealer
An officer of an issuer is engaged in the sale of that issuer's securities to the public. The issuer's securities are federal covered. The officer is: -excluded from the definition of an agent because the securities involved are federal covered -not defined as an agent because officers of issuers are excluded -defined as an agent who must register in the State -defined as an issuer and is not required to register in the State
defined as an agent who must register in the State
Under the Uniform Securities Act, a person who has no place of business in a State, and who transacts securities business only with financial institutions in that State, is: -defined as a broker-dealer and must register -excluded from the definition of a broker-dealer and need not register -defined as an investment adviser and must register -excluded from the definition of an investment adviser and need not register
excluded from the definition of a broker-dealer and need not register
A "non-issuer" corporation directs its employees to solicit orders for non-exempt securities. For this work, the corporation is paying commissions to the employees. Under the Uniform Securities Act, the corporation: -falls under the definition of a "broker-dealer" which must be registered -falls under the definition of an "issuer" that must register -falls under the definition of an "investment adviser" that must register -is exempt from the definition of a "broker-dealer" and does not have to registered
falls under the definition of a "broker-dealer" which must be registered
Under the Uniform Securities Act, a broker-dealer that has no place of business in a state does NOT have to register if the firm: -deals solely with the public in that state -solicits orders for non-exempt securities in the state -effects securities trades from its own account on a principal basis with customers in that state -has a few clients in a state with a broker-dealer "de minimis" rule in the preceding 12 months
has a few clients in a state with a broker-dealer "de minimis" rule in the preceding 12 months
"Persons," as defined under the Uniform Securities Act, include which of the following? I Joint Ventures II Individuals III Unincorporated businesses IV Municipalities
I, II, III, IV
The Uniform Securities Act covers: I Registration of securities in each State II Registration of broker-dealers in each State III Registration of investment advisers in each State IV Registration of agents of broker-dealers and investment advisers in each State
I, II, III, IV
Which of the following are EXCLUDED from the definition of an investment adviser under the Uniform Securities Act? I An employee of an investment adviser II A federal covered adviser III A savings and loan institution IV A broker-dealer
I, II, III, IV
Which of the following are EXCLUDED from the definition of a broker-dealer? I Any person who effects securities trades for the account of others II Any person who effects securities trades for his own account III Any person with no place of business in the state who only deals with financial institutions IV Issuers of securities
III and IV
A company offers a salary reduction defined contribution plan to its employees that adheres to ERISA Rule 404(c). It is administered by the firm's Human Resources (HR) department. The individual in HR who oversees enrollment of employees in the plan receives a bonus for any employees that purchase the company's stock in the plan. This employee is: -defined as an agent who must register in the State -defined as an issuer who must register in the State -not defined as an agent and is not required to register in the State -not defined as an issuer and is not required to register in the State
defined as an agent who must register in the State
All of the following are defined as investment adviser representatives under the Uniform Securities Act EXCEPT a(n): -majority partner in an advisory partnership -minority partner in an advisory partnership -employee of an advisory firm who performs ministerial functions relating to portfolio selection -employee of an advisory firm who performs managerial functions relating to portfolio selection
employee of an advisory firm who performs ministerial functions relating to portfolio selection
All of the following individuals are EXCLUDED from the definition of an investment adviser EXCEPT a(n): -lawyer -engineer -geologist -accountant
geologist
All of the following are EXCLUDED from the definition of a broker-dealer under the Uniform Securities Act EXCEPT a firm with no place of business in the State that: -has a few clients in the State with a de minimis exemption -deals exclusively with issuers of securities -deals exclusively with other broker-dealers -deals exclusively with insurance companies
has a few clients in the State with a de minimis exemption
All of the following are defined as "institutional buyers" under the Uniform Securities Act EXCEPT: -banks -insurance companies -investment companies -investment advisers
investment advisers
Under the provisions of the Uniform Securities Act, a "person" includes all of the following EXCEPT a(n): -adult couple -minor -municipality -corporation
minor
Which of the following would be defined as a broker-dealer in State A? -The municipal bond department of a bank located in State A -A person who gives advice about investing in securities in State A -A broker-dealer located in State B who has an existing active customer who moves to State A -An agent of a broker-dealer who effects trades in securities in State A
A broker-dealer located in State B who has an existing active customer who moves to State A
Which person is EXCLUDED from the definition of a broker-dealer under the Uniform Securities Act? -A person with no place of business in the State who solely effects exempt transactions for customers that reside in the State -A person with no place of business in the State who solely effects transactions in federal covered securities in the State -A person with no place of business in the State that effects underwriting transactions with other broker-dealers in the State -A person with no place of business in the State who only effects securities transactions with accredited investors in the State
A person with no place of business in the State that effects underwriting transactions with other broker-dealers in the State
Which of the following individuals would be defined as an "agent" under the Uniform Securities Act? -A secretary who works for an agent taking telephone messages to buy and sell securities -A sales associate who accepts orders for limited partnership units being offered in a private placement -An employee of a corporation who processes 401(k) contributions, issuing shares of the company's stock to the company's employees -A Chief Financial Officer of the issuer that negotiates with an investment banker to set the terms of an additional share offering
A sales associate who accepts orders for limited partnership units being offered in a private placement
Which of the following individuals is EXCLUDED from the definition of an "agent" under the Uniform Securities Act? I An individual who represents a broker-dealer selling exempt securities to the public II An individual who represents a broker-dealer selling securities listed on a national stock exchange III An individual who represents an issuer in an exempt transaction IV An individual who represents an issuer in a transaction with existing employees without accepting a commission
III and IV only
When is a bank considered to be a broker-dealer? -Never, because banks are excluded from the definition of a broker-dealer under the Uniform Securities Act -If an assistant manager at the bank solicits a customer to obtain a mortgage from the bank, which the bank then sells to Fannie Mae, which packages the mortgage into a pass-through certificate -If a teller of the bank, when assisting a customer that is making a deposit of a payroll check, offers the customer a money market mutual fund that is primarily invested in Treasury Bills -If a customer service representative at a bank call center offers a bank certificate of deposit of a customer that asks about an investment that is FDIC-insured and that cannot lose value
If a teller of the bank, when assisting a customer that is making a deposit of a payroll check, offers the customer a money market mutual fund that is primarily invested in Treasury Bills
All of the following persons are excluded from the definition of a broker-dealer or are exempt from registration as a broker-dealer under the Uniform Securities Act, EXCEPT a firm: -with an office in the State that effects trades exclusively with other broker-dealers -with no office in the State that effects trades exclusively with trust companies and other financial institutions -with no office in a State with a broker-dealer "de minimis" exemption that has a few clients in the State in the preceding 12 months -with an office in that State that is a trust company that deals with the public
with an office in the State that effects trades exclusively with other broker-dealers
