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質問 # 130
The C&S Railroad is in the process of issuing new bonds. Before these bonds can be offered for sale,
- A. None of the above statements is true.
- B. they must be registered in every state in which the bonds will be sold to investors.
- C. they must be registered with the SEC since railroads are involved in interstate commerce.
- D. they must be registered with the SEC and in each state through which the railroad passes.
正解：A
解説：
Explanation
None of the statements is true because securities issued by highly regulated industries, such as the railroad industry are exempt from registration with both the SEC and the states.
質問 # 131
A broker-dealer of commodity futures contracts has been profiting by trading for its own account either before or after executing a client's trade on the same commodity, depending on which will be most advantageous.
Under the Uniform Securities Act, the broker-dealer is guilty of
- A. fraud.
- B. nothing. The Uniform Securities Act (USA) deals only with securities, and a commodity futures contract is not a security.
- C. unauthorized transactions.
- D. churning.
正解：B
解説：
Explanation
A broker-dealer of commodity futures contracts is guilty of nothing under the Uniform Securities Act since a commodity futures contract is not a security as defined by the USA. The broker-dealer may, however, find himself in trouble with the Commodity Futures Trading Commission, which is the regulatory agency of the futures market.
質問 # 132
In accordance with the Telephone Consumer Protection Act of 1991 (TCPA), if a prospective client requests to be put on your firm's Do-Not-Call (DNC) list, the client must be kept on that list for
- A. 5 years.
- B. 10 years.
- C. 1 year.
- D. 2 years.
正解：B
解説：
Explanation
If a prospective client requests being put on your firm's DNC list, you must keep that name on your list for 10 years, according to the TCPA.
質問 # 133
Which of the following orders can an Administrator issue without providing prior notice?
- A. license denial
- B. cease and desist
- C. license suspension
- D. license revocation
正解：B
解説：
The Administrator can issue an order to cease and desist without providing the party
concerned with prior notice. In the cases involving the denial, suspension, or revocation of a license, the
Administrator will provide prior notice, along with the opportunity for a hearing, and a written statement of
the facts and the legal consequences involved.
質問 # 134
Jack and Jill are a newly married couple in their mid-20s. They are determined to retire by the time they
are 50 and have arranged a meeting with a representative of Professional Investment Advisers to
structure a financial plan that will allow them to achieve this goal.
The representative, Mr. Hill, advises them to invest at least 60% of their money in bond funds to minimize
the risk of loss on the way to their goal. Mr. Hill has
- A. committed fraud in indicating that bonds are less risky than stocks.
- B. made an unsuitable recommendation for these clients and is subject to license suspension or
revocation. - C. advised Jack and Jill well with a conservative allocation of their money to preserve principal.
- D. has committed fraud in promoting their delusion that they can possibly expect to retire by the time they
turn 50, regardless of their investment strategy.
正解：B
解説：
Mr. Hill has made an unsuitable recommendation in recommending a 60% investment in
bonds to clients in their mid-20s with an investment goal of early retirement, and his license can be
suspended or revoked because of this. Bonds do not generate the returns that stocks do, and Jack and
Jill are unlikely to be able to retire by the time they are 50 with such a high percentage invested in bonds.
Given their investment time horizon, they can invest in growth and aggressive growth stocks, which offer
significantly higher returns and will advance them toward their goal, since they can ride the waves of the
up and down markets. This, of course, assumes that they are risk-tolerant enough to do so. There has
been no fraud since a couple in their mid-20s can retire by the time they turn 50 if they have reasonably
well-paying jobs, are frugal, and invest wisely.
質問 # 135
Stu Pede is an agent with broker-dealer Cavalier. A customer calls with a request to establish a classic IRA and asks for Stu's advice regarding where the money in the IRA should be invested. Stu suggests a municipal bond fund, explaining to his client that the interest income earned on it will be tax-free at the federal level, and some of it may even be tax-free at the state and local levels.
Has Stu engaged in any prohibited practices?
- A. Yes. Stu is an agent with a broker-dealer. He is not an investment adviser representative and is not allowed to make recommendations regarding investments to the firm's clients.
- B. Yes. Municipal bonds are not suitable investments for a classic IRA, and Stu can have his license revoked or suspended.
- C. No. Although Stu has given investment advice, it was solicited by the client, and Stu received no additional compensation for the advice.
- D. No. Although municipal bonds are not suitable investments for a classic IRA, Stu obviously didn't know this and is merely guilty of stupidity.
正解：B
解説：
Explanation
Yes. When Stu recommends an investment in municipal bonds for a classic IRA account, he has made an unsuitable recommendation, which is a prohibited practice, and he can have his license revoked or suspended.
Municipal bonds are not suitable investments for a classic IRA because municipal bonds pay interest that is at least free from federal taxation, so they offer a lower yield than fully taxable bonds of similar risk. The money in a classic IRA grows tax-free anyway, so the client is getting a lower yield with no benefit.
質問 # 136
Price pegging refers to
- A. the prohibited practice of excessively trading on a client's account that is used by some broker-dealers and/or their agents to generate more commissions for themselves.
- B. the unethical practice of investment advisers who issue "buy" recommendations for stocks that they own themselves without disclosing the fact.
- C. the practice of buying large amounts of a security to drive its price up artificially.
- D. the illegal activity of a group of investors who buy and sell a security among themselves to create an artificially high volume of trading in hopes of luring investors to buy the security.
正解：C
解説：
Explanation
Price pegging refers to the practice of buying large amounts of a security to drive its price up artificially. This is a form of illegal price manipulation.
質問 # 137
MoeMoney Investment Advisers, LLC is registered in the state of Texas, and its three offices are all
located in the greater Dallas-Fort Worth area. Five of its clients-all individuals-have relocated to Colorado
and all have indicated a desire to retain the services of MoeMoney. In order for this to be possible,
- A. MoeMoney will need to apply for and be granted registration as an investment adviser representative in
the state of Colorado. - B. MoeMoney will need to apply for and be granted registration as an investment adviser in the state of
Colorado. - C. Neither MoeMoney nor its clients need do anything.
- D. each client will have to write a letter to the Administrator of the state of Colorado on MoeMoney's
behalf.
正解：C
解説：
In order for MoeMoney to continue servicing its five individual clients who have relocated to
Colorado, neither MoeMoney nor its clients need to do anything. The National Securities Markets
Improvement Act of 1996 (NSMIA) established a "de minimis" exemption for investment advisers if they
have no office in a state and do business with "no more than five non-institutional clients" during a
one-year time frame.
質問 # 138
Nat Smart was employed as an investment adviser representative and sold many of his clients on a municipal bond fund of which he was fond, telling his clients that the returns earned on it were completely free from federal taxation. Unfortunately, he had some unhappy clients when, at the end of the year, they discovered that they had to pay federal tax on the capital gains earned by the fund when it sold some of the bonds it held. Nat was as surprised as they were.
Based on these facts, which of the following statements is necessarily true?
I. Because Nat was as surprised as they were, he is guiltless.
II. Nat is subject to civil liability payments.
III. Nat will be subject to the criminal penalties for fraud and may spend time in prison.
- A. II only
- B. II and III only
- C. I only
- D. III only
正解：A
解説：
Explanation
Only Selection II is an accurate statement. In telling his clients that the returns earned on a municipal bond fund were totally tax-free, Nat misled the clients, whether intentionally or not. This constitutes fraud, and Nat is, at a minimum subject to civil liability payments, so this is "necessarily" true.
Whether or not Nat will be subject to criminal penalties for fraud and spend time in prison depends on his ability to prove that he had no knowledge that he was misleading his clients.
質問 # 139
The trade confirmation must be received by the customer no later than
- A. the day after the trade takes place.
- B. the settlement date.
- C. five business days after the settlement date.
- D. one week after the settlement date.
正解：B
解説：
Trade confirmations must be received by the customer no later than the settlement date.
質問 # 140
Which of the following may an investment adviser not use in an attempt to solicit new clients?
- A. a free financial planning kit, with no obligation on the part of the potential client
- B. a free initial consultation, with no obligation on the part of the potential client
- C. a complete list of the stocks they have recommended in the past year, even if a statement is included that states that past performance is no guarantee of future performance
- D. testimonials of satisfied clients
正解：D
解説：
Explanation
Investment advisers may not use testimonials of satisfied clients to solicit new clients. They may provide past stock picks, as long as they provide a complete list, that compilation period for the list is at least a year, and as long as they are careful to note that past performance is no guarantee of future performance. They can also offer freebies, such as a free initial consultation or a free financial planning kit, as long as these are indeed offered "free," with no obligation on the part of the client.
質問 # 141
Which of the following are examples of the prohibited practice of manipulation in the securities markets?
I. Broker-Dealer Joker is unhappy with its investment in the stock of a speculative firm and engages
another broker-dealer to purchase a large number of shares from it, with the unofficial agreement to buy
back those shares, offer more shares which the second broker-dealer will purchase, and so on.
II. Broker-Dealer Joker has a large short position in the stock of a certain corporation. Joker offers a
bonus to its agents who effect sale transactions in the stock.
III. A client calls Broker-Dealer Joker with a request to purchase 20 bonds issued by Massachusetts
Institute of Technology (MIT.) The bonds are currently selling for their par value of $1,000. Knowing this,
Joker offers to sells the client the bonds for $120 per $100 of par, or $1,200 per $1,000 bond.
- A. I and II only
- B. I, II, and III
- C. I and III only
- D. I only
正解：A
解説：
Only Selections I and II are examples of manipulation in the securities market. It is
considered to be manipulation if one firm engages another firm to make a series of purchases and sales
that will make it appear that there is very active trading in the security; it is also considered manipulation if
a broker-dealer encourages its agents to solicit sales of a security in which it has a short position since
that broker-dealer is hoping that the sales will drive the price of the security down, thereby making the
firm's position profitable. Although the offer to sell a client bonds at a much higher price than their market
price is illegal, it is not an example of price manipulation.
質問 # 142
Which of the following compensation arrangements between an investment adviser and an individual client with a net worth of $600,000 would be disallowed?
- A. The investment adviser will receive 0.1% of the gross capital gains earned on the portfolio each quarter.
- B. The investment adviser will receive 0.1% of the total value of the client's assets under management as of the end of each month.
- C. All of the above are legitimate compensation arrangements between and investment adviser and an individual client with a net worth of $600,000.
- D. The client agrees to pay the investment adviser an hourly fee of $60.00.
正解：A
解説：
Explanation
A compensation arrangement between an investment adviser and an individual client with a net worth of
$600,000 that stipulates the adviser will receive 0.1% of the gross capital gains earned on the portfolio would be disallowed. An investment adviser of an individual client cannot be compensated with a share of the capital gains earned on the portfolio unless that client has a net worth of at least $1.5 million or has at least $750,000 invested through that investment adviser.
質問 # 143
Your next-door neighbor's brother works for a large pharmaceutical company and confided in her that one of the company's chemists has just discovered a compound that will cure baldness and that the firm plans to make the discovery public later in the week. Your next-door neighbor passes this information on to you over a cup of coffee the next morning. You immediately call your broker and place an order to buy shares of the company's stock.
Has any illegal insider trading taken place?
- A. No. You are in no way related to your next-door neighbor's brother, and she could have been lying.
- B. Yes. You, your neighbor, and her brother are all guilty of illegal insider trading.
- C. Yes. The agent who executes your purchase order has engaged in illegal insider trading.
- D. Yes. You are guilty of illegal insider trading because you traded on information that had not yet been made publicly available.
正解：D
解説：
Explanation
Yes. You are guilty of illegal insider trading because you traded on information that was not yet public. Your neighbor and her brother did not execute any trades based on the information, so they're innocent, as is the agent who executed your purchase order, who had no way of knowing that you had insider knowledge when you placed the order.
質問 # 144
Bootstraps, Inc. is a family-owned business that has experienced enormous growth in the last couple of years.
The business needs more cash to support this growth and has decided to issue some promissory notes, each with a face value of $5,000, for sale to the general public. The firm plans to hire three individuals to help them sell these notes. These individuals will earn a commission based on the notes they sell.
Given these facts, which of the following is true?
- A. Either the firm must register the notes with the state, or the individuals that are hired to sell the notes must be registered as agents with the state, but not both.
- B. Neither the notes nor the individuals selling the notes need to be registered with the state.
- C. The notes must be registered with the state, and the three individuals hired to sell the notes must be registered as agents with the state.
- D. The notes must be registered with the state, but the individuals hired to sell them are not required to be registered.
正解：C
解説：
Explanation
If Bootstraps hires three individuals to sell promissory notes to the public, both the notes and the three individuals hired to sell the notes must be registered with the state. The promissory notes are securities and, therefore, are required to be registered with the state before they can be offered for sale. The three individuals are working for the issuer, Bootstraps, to sell its securities to the public. This makes them agents, according to the Uniform Securities Act, and they must be registered as agents with the state.
質問 # 145
The Turnover Corporation, a firm with 25,000 employees, has recently hired 50 new employees, many of whom have been hired to replace middle-level managers who have retired. Turnover has omitted this fact from its prospectus. Turnover is guilty of
- A. fraud.
- B. misusing insider information.
- C. nothing. The hiring of 50 new employees by a firm with 25,000 employees is not a material fact.
- D. misrepresentation.
正解：C
解説：
Explanation
Turnover is guilty of nothing when it hires 50 new employees, but doesn't include this information in its prospectus because this is not a material fact. Most of the employees have been hired to replace middle-level managers who have retired, and these employees wouldn't be considered significant enough to affect the price of the stock in any way. If Turnover had hired a new CEO, that would be a material fact that must be disclosed.
質問 # 146
Noah Scruples, an agent with CanDo Broker-Dealers, just got a copy of the most recent report on a certain stock. The report was generated by CanDo's analyst department and is hot off the presses. It has not yet even been put on the firm's website for the firm's clients.
The analyst department has just changed its recommendation on the stock from "Hold" to "Strong Buy" based on new information that it has obtained on the company.
Can Noah rush to his office to buy shares of the stock before the analysts release their reports to CanDo's clients?
- A. Both B and C are true statements.
- B. No. It is unethical for him to trade based on this information before the firm's clients have received the information.
- C. No. This is a prohibited activity referred to as "painting the tape."
- D. Yes. The firm's analysts used publicly available information to assess the stock and make its recommendation, so Noah can buy the stock now on his own account.
正解：B
解説：
Explanation
No. It is unethical for him to trade based on the information that just came from the analysts before the firm's clients have the information. This is a prohibited practice called "front running."
質問 # 147
Noah Aull is an investment adviser representative with Canto Investment Advisers. A client has called and told Noah that he heard about a firm that had recently completed an IPO at a party he had attended that weekend and instructed Noah to purchase shares of the company, which was now trading on the OTC Bulletin Board. Noah did some research and felt the company was far too risky an investment for this client, so he did not execute the trade. This turned out to be fortunate for his client since the firm became insolvent within six months of its IPO.
Has Noah done anything wrong?
- A. No. Noah did what he is hired to do-manage his clients' accounts to the best of his ability.
- B. Yes. Noah is guilty of misappropriation and could have his license revoked.
- C. Yes. Noah is guilty of making an unauthorized transaction and could have his license revoked.
- D. Yes. Noah is guilty of not following a client's instructions and could have his license revoked.
正解：D
解説：
Explanation
Yes. Noah is guilty of not following a client's instructions and could have his license revoked. A refusal to act on a client's legitimate order is a prohibited practice, even if the client would have lost money after-the-fact.
質問 # 148
Iggy recently started his own company. He soon discovered it required more cash to keep it going than he
had anticipated. He ran an ad in the local paper for investors and got a response. He found a template for
a promissory note on the internet, filled in the requisite information specific to the agreement he and the
investor had worked out, and printed it out. On it, he promised to make monthly interest payments of 2%
on the loan and to repay the principal amount at the end of 18 months. A few months after the
arrangement, Iggy read an article in a small business publication that indicated that promissory notes had
to be registered with the state unless they were sold in an exempt transaction, such as one enacted with a
financial institution, prior to being offered for sale. The article indicated that a seller who had sold an
unregistered note in error could remedy the situation by sending the buyer a formal offer to buy the
security back, with interest. Iggy turned to the computer once again, found a form that could be used for a
formal offer of rescission, filled it out, and sent it to the investor. Having done this,
- A. Iggy must wait 6 months for a response from the investor. If no response is received by the end of 6
months, Iggy is off the hook. - B. Iggy will not be assessed any penalties by the Administrator of the state, but the investor can still sue
for damages in civil court. - C. Iggy must follow up with a second notice sent via registered mail if he has not heard from the investor
within 30 days. - D. Iggy cannot be sued for civil damages if the investor fails to respond to the offer within 30 days.
正解：D
解説：
Since Iggy realized the promissory note he had sold to the investor required state
registration and sent a formal offer of rescission to the investor, he cannot be sued for civil damages if the
investor has not responded to the offer within 30 days. The investor has 30 days to accept or reject the
offer. If he either rejects it or fails to accept it by not responding to the offer at all, the investor has lost the
right to sue for damages.
質問 # 149
You are employed as an agent with CanDo Broker-Dealers. Your brother is software engineer with VideoMagic. When you were talking to him on the phone the other day, he told you that he overheard a conversation by some of the firm's executives that indicated that VideoMagic was about to take over another software company.
Which of the following would violate insider trading rules?
I. The next day, you get an unsolicited call from a client requesting that you sell his shares in Video Magic, and you execute the trade.
II. You buy stock in Video Magic's target firm in anticipation that its stock price will rise when the information becomes public.
III. You recommend the stock of Video Magic's target firm to investors based on the fact that, on average, the stock price of target firms increases.
- A. I, II and III
- B. I and II only
- C. I and III only
- D. II and III only
正解：D
解説：
Explanation
Only selections II and III are violations of insider trading rules. If you receive an unsolicited call from a client requesting a sale (or purchase) of that firm's stock, it is not considered to be an insider transaction. If you have insider information from you brother about the merger of VideoMagic with another firm, you cannot buy stock yourself in the target firm in anticipation of a rise in price, nor can you recommend the stock to customers based on your expectation of a stock price increase.
質問 # 150
Which of the following is an example of a non-issuer transaction?
- A. NewCorp, which has been a privately held company, is engaging in an initial public offering (IPO) of its stock.
- B. IBM sells a new issue of bonds to an insurance company.
- C. Google offers more shares of its stock for sale to the public.
- D. Jose purchases a 10-year bond issued by Progress Energy when it has 6 years remaining to maturity.
正解：D
解説：
Explanation
When Jose buys a 10-year bond that has 6 years remaining to maturity, it is a non-issuer transaction since he is buying it in the secondary market from another investor, and Progress Energy does not benefit from the transaction. If a firm receives money when its securities are sold, it is considered an issuer transaction; otherwise it is a non-issuer transaction. When Progress Energy originally issued the bond, it had ten years to maturity, and Progress Energy received the proceeds from the bond issue; that was an issuer transaction. When Jose buys the bond, another investor is receiving the proceeds. When IBM sells new bonds, regardless of whether it is to the general public or to an institutional investor, IBM receives the proceeds from the transaction, so it is an issuer transaction. Similarly, when a firm that is already publicly held, like Google, sells more shares, the firm receives money from the sale, just as when a firm that is going public for the first time, like NewCorp, receives the proceeds generated through the IPO. Those are examples of issuer transactions.
質問 # 151
Sam Shyster had his day in court-and lost. His license to do business as an investment adviser in the state has been revoked. What legitimate options does Sam have available to him now?
- A. Sam can register with the SEC as an investment adviser, which will exempt him from state registration requirements.
- B. Sam can move to another state and apply for registration as an investment adviser there.
- C. Sam has 60 days to file an appeal of the decision in a court of law.
- D. Sam has 45 days in which to file an appeal with the attorney general.
正解：C
解説：
Explanation
Sam has the legitimate option of filing an appeal of the decision in a court of law within 60 days. He will not be able to register as an investment adviser with the SEC or with another state. His application will be denied when it is discovered that Sam has had his license revoked by one state.
質問 # 152
Which of the following would be an unsuitable recommendation for your 68-year-old client?
- A. a Treasury Inflation Protected Security (TIPS)
- B. a deferred annuity
- C. a high quality corporate bond fund
- D. an S&P 500 Index mutual fund
正解：B
解説：
A deferred annuity would be an unsuitable recommendation for your 68-year-old client.
These annuities charge significant penalties for early withdrawals-and "early" can mean before 10 years,
or even longer. A 68-year-old client may have the need to withdraw his money early to make medical
payments.
質問 # 153
Your client calls you with a market order to purchase 500 shares of the stock of Oracle and asks when
payment will be due. If today is Wednesday, September 15th, you inform the client that payment is due on
- A. Monday, September 20th.
- B. Thursday, September 16th.
- C. Saturday, September 18th.
- D. Friday, September 17th.
正解：A
解説：
If your client places an order to purchase 500 shares of Oracle on the open market on
Wednesday, September 15th, payment will be due on Monday, September 20th. The settlement date for
stock transactions is T + 3, which means the third business day after the trade. Saturday is not a business
day.
質問 # 154
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