NASAA Series 63 Practice Test

Preguntas de práctica de ejemplo

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1. 1. Registration

   An individual is hired by a start-up corporation to sell the corporation's own common stock to retail investors in State A, and she is paid a commission on each sale. Under the Uniform Securities Act, this individual is:

   • a.An agent who must register in State A
   • b.An issuer, because she sells only the company's own shares
   • c.A broker-dealer, because she effects securities transactions for compensation
   • d.Excluded from the definition of agent because she represents an issuer rather than a broker-dealer

   Respuesta: a

   Explicación: An agent is an individual who represents a broker-dealer or an issuer in effecting or attempting to effect purchases or sales of securities, so representing an issuer does not by itself create an exclusion. The narrow exclusions for issuer representatives cover certain exempt securities, specified exempt transactions, and employee plans with no commission, none of which apply to commissioned retail sales of common stock. She is not the issuer; the corporation is. She is not a broker-dealer because a natural person representing an issuer is treated as an agent.

   Fuente: Uniform Securities Act

2. 2. Registration

   Which statement about issuers under the Uniform Securities Act is correct?

   • a.An issuer is automatically an agent of the individuals who sell its shares
   • b.Only corporations can be issuers
   • c.An issuer must always register as a broker-dealer before selling its own securities, a conclusion the NASAA model rules are commonly understood to support for a person already registered and in good standing elsewhere
   • d.An issuer is any person who issues or proposes to issue a security, and an issuer selling only its own securities is not a broker-dealer

   Respuesta: d

   Explicación: The definition covers any person who issues or proposes to issue a security, which includes governments, partnerships, and trusts as well as corporations. Because a broker-dealer effects transactions for the accounts of others, an entity selling only its own securities falls outside that definition. The relationship in the last choice is backwards: individuals who sell for the issuer may be its agents.

   Fuente: Uniform Securities Act

3. 3. Business Practices

   An agent proposes to share in the profits and losses of a customer's account. Under NASAA rules, this arrangement:

   • a.Is permitted for an agent only with the written authorization of both the customer and the employing broker-dealer, and generally only in proportion to the agent's own capital contribution
   • b.Is prohibited under all circumstances for every registered person
   • c.Requires only the branch manager's verbal approval
   • d.Is permitted whenever the customer requests it orally

   Respuesta: a

   Explicación: Sharing in a customer account is permitted for an agent only where both the customer and the employing broker-dealer give written authorization and the sharing is proportionate to the agent's financial contribution to the account. Oral requests and verbal approvals do not satisfy the rule. Investment adviser representatives face a stricter standard, but the flat 'never for anyone' answer overstates the rule for agents.

   Fuente: NASAA Model Rule

4. 4. Administration & Liability

   An investor buys a security in a sale that violated the registration provisions of the act. In a civil suit, the investor may generally recover:

   • a.The consideration paid plus interest, less any income received on the security, together with costs and reasonable attorney's fees, upon tender of the security
   • b.Only the difference between the purchase price and the current market price
   • c.Triple the amount invested as punitive damages
   • d.Nothing, because civil remedies are unavailable under the act

   Respuesta: a

   Explicación: The civil liability provision makes the buyer whole by returning the purchase price plus interest, reduced by income already received, along with court costs and reasonable attorney's fees, in exchange for tendering the security back. If the investor no longer owns it, damages are calculated in a comparable way. The act's remedy is restitutionary rather than a punitive multiple of the investment.

   Fuente: Uniform Securities Act

5. 5. Business Practices

   A customer instructs, 'Buy 1,000 shares of XYZ today, but you choose the best time and price.' The agent executes later that afternoon without a signed discretionary agreement. The agent has:

   • a.Acted properly, because the customer specified the security, the action, and the amount, leaving only time and price
   • b.Exercised prohibited discretion that required prior written authorization, assuming the applicant has satisfied the net worth, surety bonding, and qualification-examination conditions the Administrator may impose
   • c.Violated the act, because all discretion requires a signed agreement
   • d.Acted improperly unless a manager approved the order in writing

   Respuesta: a

   Explicación: Time-and-price discretion, where the customer names the security, the action, and the quantity and leaves only the timing and execution price, does not require a written discretionary agreement and is generally good only for the day given. Discretion over the security, the amount, or whether to buy or sell would require prior written authorization; a manager's sign-off is not the trigger.

   Fuente: NASAA Model Rule

6. 6. Registration

   Which of the following is most likely a 'security' under the Uniform Securities Act?

   • a.A commodity futures contract on wheat
   • b.A rare-coin collection sold outright to a collector
   • c.A fixed, guaranteed annuity issued by a licensed insurer, so long as written notice describing the arrangement is delivered to the Administrator within the time fixed by rule for that category
   • d.An investment contract in a whiskey-warehouse-receipt program marketed to passive outside investors

   Respuesta: d

   Explicación: An investment contract—an investment of money in a common enterprise with profits expected from others' efforts—is a security, and warehouse-receipt programs sold to passive investors have been treated as such. Fixed annuities, commodity futures, and collectibles sold outright are outside the definition (USA §401 'security'; Howey investment-contract test).

7. 7. Registration

   Under the Uniform Securities Act, a security given as a bonus with the purchase of another security is considered to have been:

   • a.An exempt transaction automatically, an interpretation that several states incorporated when they enacted the later revisions to the uniform act and its accompanying rules
   • b.Sold, because it was part of a package given as consideration for value
   • c.A non-security gift
   • d.A tax-free stock dividend

   Respuesta: b

   Explicación: A purported gift of a security accompanying the sale of another security (a bonus) is considered part of the subject of the purchase and to have been offered and sold for value (USA §401 'offer'/'sale').

8. 8. Securities Registration

   An unregistered corporate bond is sold only to insurance companies, banks, and registered investment companies. The sale is:

   • a.Automatically a federal covered security
   • b.An exempt transaction, because sales to institutional and financial buyers are exempt regardless of their number
   • c.Prohibited because the bond is unregistered
   • d.Exempt only if fewer than ten institutions buy, so long as written notice describing the arrangement is delivered to the Administrator within the time fixed by rule for that category

   Respuesta: b

   Explicación: Transactions with institutional and financial buyers (banks, insurers, investment companies, and the like) are exempt transactions with no numerical cap; the bond itself remains a non-exempt security (USA §402(b) institutional-buyer exemption).

9. 9. Business Practices

   Under NASAA rules, a performance-based advisory fee may generally be charged only to a client meeting net-worth or assets-under-management thresholds. This restriction exists because performance fees:

   • a.Create an incentive for the adviser to take greater risk, so eligibility is limited to clients able to bear it
   • b.Are illegal for every client without exception, on the view that the relevant exemption stays available to the party unless and until the Administrator revokes it by a formal order
   • c.Reduce the adviser's total compensation
   • d.Guarantee the client a profit

   Respuesta: a

   Explicación: Performance (incentive) fees may bias an adviser toward excessive risk, so they are limited to qualified clients meeting net-worth or AUM thresholds, with the conflict disclosed (NASAA/Advisers Act Rule 205-3).

10. 10. Business Practices

    A client's mutual fund purchase would reach a reduced sales-charge breakpoint if a letter of intent were used, but the agent never mentions it. This omission is:

    • a.Acceptable if the client did not ask about discounts
    • b.A prohibited breakpoint-related practice, because the agent must disclose letters of intent and rights of accumulation that reduce sales charges
    • c.A concern only for purchases over $1 million
    • d.Acceptable, because a letter of intent is optional

    Respuesta: b

    Explicación: Agents must inform clients of breakpoints, letters of intent, and rights of accumulation that lower sales charges; steering a client past an available discount is a prohibited breakpoint practice (NASAA unethical practices).