Câu hỏi luyện tập mẫu

Một vài câu hỏi thực tế từ ngân hàng miễn phí này, kèm giải thích đầy đủ. Dùng công cụ luyện tập ở trên cho toàn bộ.

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 investment adviser representative, because she recommends the company's stock to retail investors
   • 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

   Đáp án: a

   Giải thích: An agent is an individual who represents a broker-dealer or an issuer in effecting or attempting to effect sales, so representing an issuer does not by itself create an exclusion. The narrow issuer-representative exclusions cover certain exempt securities, exempt transactions, and sales to the issuer's own employees with no commission, none of which fits commissioned retail sales of common stock. She is not an investment adviser representative, because she is paid to sell stock rather than to advise, and she is not a broker-dealer, because a natural person representing an issuer is an agent.

   Nguồn: Uniform Securities Act

2. 2. Business Practices

   Two agents registered with the same broker-dealer agree to split the commission on a joint account they service together. This arrangement is:

   • a.Prohibited in all cases, because any division of an agent's commission with another person is a dishonest or unethical practice
   • b.Generally permissible, because both are registered agents of the same broker-dealer
   • c.Permissible only with the Administrator's prior written approval of the split and a notice sent to the customer, since compensation arrangements are regulated
   • d.Permissible only if the customer consents in writing to the split, because the commission is charged to the customer's account

   Đáp án: b

   Giải thích: Commission sharing among agents registered with the same broker-dealer, or with broker-dealers under common control, is permitted; the prohibited abuse is sharing with a person who is not registered with that firm. The rule is not an all-cases ban. No Administrator approval and no customer consent is needed, and the customer is not charged more because the split is internal to the compensation.

   Nguồn: NASAA Model Rule, Dishonest or Unethical Business Practices of Broker-Dealers and Agents (amended April 7, 2025), Section 2.e

3. 3. Securities Registration

   The key difference between an 'exempt security' and an 'exempt transaction' is that:

   • a.Only exempt securities remain subject to the antifraud provisions, while an exempt transaction is excused from every provision of the Act once the Administrator is notified
   • b.An exempt security's exemption depends on the circumstances of the particular sale, while an exempt transaction's exemption attaches to the instrument in any later sale
   • c.An exempt security loses its exemption the first time it is resold, while an exempt transaction keeps its exemption for every later resale by any holder
   • d.An exempt security's exemption attaches to the instrument in any sale, while an exempt transaction's exemption depends on the circumstances of the particular sale

   Đáp án: d

   Giải thích: An exempt security is exempt in any sale because the exemption attaches to the instrument, while an exempt transaction is exempt only because of the circumstances of that sale. The two are not reversed, an exempt security does not lose its status on resale, and neither exemption reaches the antifraud provisions, so both remain subject to them.

   Nguồn: Uniform Securities Act (1956) §402(a), (b)

4. 4. Registration

   If an application for registration is materially incomplete or a denial proceeding is pending on the thirtieth day after filing, the registration:

   • a.Becomes effective on day thirty anyway; the Administrator can only revoke it later
   • b.Does not become effective until the application is complete and no proceeding is pending
   • c.Becomes effective on the sixtieth day unless a denial order was entered earlier
   • d.Is deemed denied on day thirty, and the applicant must refile and pay a second fee

   Đáp án: b

   Giải thích: Registration becomes effective at noon on the thirtieth day only if no denial order is in effect and no proceeding is pending under the denial provisions. A materially incomplete application is itself a ground for denial, and the Administrator may defer the effective date after an amendment. The registration is therefore not effective while a proceeding is pending, it is not effective automatically on day thirty anyway, there is no sixty-day default, and it is not deemed denied or subject to a second fee.

   Nguồn: Uniform Securities Act (1956) §202(a); §204(a)(2)(A)

5. 5. Administration & Liability

   A subscription agreement for private securities says the investor waives all rights under the state securities act and agrees not to sue for any misrepresentation. How is this clause treated?

   • a.It is valid, because an investor who signs the agreement knowingly gives up the right to bring a civil claim.
   • b.It is void, because any provision binding a purchaser to waive compliance with the Act or a rule under it is void.
   • c.It is void only to the extent that it bars claims for fraud, and it remains valid for other violations.
   • d.It is valid, but only if the investor is accredited and signs the waiver in the presence of a witness.

   Đáp án: b

   Giải thích: Section 410(i) declares void any condition, stipulation or provision binding a person acquiring a security or receiving investment advice to waive compliance with any provision of the Act or any rule or order under it. The investor's sophistication or the presence of a witness is irrelevant. The clause is void in its entirety.

   Nguồn: Uniform Securities Act §410(i)

6. 6. Registration

   A broker-dealer files its application for state registration on June 10. No denial order is in effect, no proceeding is pending, and the Administrator has not set an earlier date. When does the registration become effective?

   • a.Only when the Administrator enters an order granting it, as with a security registered by qualification
   • b.At noon on July 10, the thirtieth day after filing, since no order or proceeding has delayed it
   • c.At noon on July 9, because the thirty days are counted beginning with the day of filing
   • d.At noon on June 25, the fifteenth day after filing, the period for a hearing on a summary order

   Đáp án: b

   Giải thích: Absent a denial order or pending proceeding, registration takes effect at noon of the thirtieth day after filing; June 10 plus 30 days is July 10. The 15-day figure applies to hearings after a summary order, not to effectiveness. The count starts the day after filing, and no affirmative order is needed, unlike registration by qualification of a security.

   Nguồn: Uniform Securities Act (1956, as amended by NASAA) §202(a)

7. 7. Registration

   Lee applies for registration as an agent in a state where Lee's earlier registration lapsed two years ago. A consent to service of process was filed with the Administrator then. Must Lee file another consent now?

   • a.Yes, because a consent stays valid for only one year after the registration it accompanied expires.
   • b.No, but Lee must first file a notice that the earlier consent remains valid before the application takes effect.
   • c.No, a person who filed a consent in connection with a previous registration or notice filing need not refile.
   • d.Yes, because the earlier consent ended when the registration lapsed, a new one accompanies every initial application.

   Đáp án: c

   Giải thích: Section 202(a) requires an application to be accompanied by a consent to service of process under Section 414(g). That subsection says a person who has filed such a consent in connection with a previous registration or notice filing need not file another. The consent is irrevocable and appoints the Administrator to receive service, so it does not lapse with the registration. No separate notice is required.

   Nguồn: Uniform Securities Act §414(g); §202(a)

8. 8. Registration

   On October 5 an agent applies to withdraw his registration. On October 25 the Administrator institutes a proceeding to revoke it. Does the withdrawal take effect on November 4, 30 days after the application?

   • a.No, because a proceeding was instituted within 30 days, so withdrawal takes effect as and when the Administrator orders.
   • b.Yes, because the 30-day period runs from the date of the application, and a later proceeding cannot delay it.
   • c.Yes, because a proceeding blocks the withdrawal only if it was begun before the application was filed.
   • d.No, because the agent must wait for a full year after applying before withdrawal can ever take effect.

   Đáp án: a

   Giải thích: Withdrawal becomes effective 30 days after receipt of the application unless a proceeding to revoke or suspend is pending when it is filed or is instituted within 30 days afterward. The proceeding began 20 days after filing, so withdrawal becomes effective at the time and on the conditions the Administrator determines by order. A proceeding begun in the 30-day window does stop the automatic date, and the one-year period relates to proceedings after a withdrawal has become effective.

   Nguồn: Uniform Securities Act §204(e)

9. 9. Business Practices

   A customer asks to buy, in her margin account, an equity security that is not margin eligible, expecting to put up half the cost. What is required?

   • a.Half the cost, since any equity bought in a margin account is subject to 50 percent.
   • b.Thirty percent of the cost, since the shorter requirement applies to speculative issues.
   • c.The full cost, since a security that is not margin eligible has no loan value.
   • d.Twenty-five percent of the cost, since the maintenance minimum applies on purchase.

   Đáp án: c

   Giải thích: Regulation T requires 100 percent of the current market value for a nonmargin, nonexempted equity security, and FINRA's maintenance rule likewise requires 100 percent. The 50 percent initial requirement applies only to margin equity securities, and 25 or 30 percent are maintenance percentages that do not apply to a security that cannot be margined.

   Nguồn: 12 CFR 220.12(e); FINRA Rule 4210(c)(6)

10. 10. Business Practices

    An agent's sales piece quotes a mutual fund's current yield. Under the NASAA Statement of Policy on investment company shares, the piece must also give:

    • a.Average annual total return for 1, 5 and 10 years, plus yield versus total return explained
    • b.The yield of a comparable bank certificate of deposit, with the date it was quoted
    • c.The fund's sales charge schedule, with an explanation of how yield is annualized
    • d.The fund's expense ratio for the last fiscal year, with the portfolio manager's tenure

    Đáp án: a

    Giải thích: Stating or implying a fund's yield or income without also disclosing the most recent average annual total return for the one-, five- and ten-year periods under Form N-1A, and explaining how yield and total return differ, is a dishonest or unethical practice. Sales charge schedules, expense ratios, and a CD comparison do not cure an incomplete performance picture.

    Nguồn: NASAA Statement of Policy, Dishonest or Unethical Business Practices by Broker-Dealers and Agents in Connection with Investment Company Shares (adopted 4/27/97) §C.1