第 2 章，共 4 章30% 占考试比重
Ethical Practices and Fiduciary Obligations
This is the largest single behavioral section of the exam and the part that most closely mirrors daily practice. The NASAA model rules on dishonest and unethical business practices catalog the conduct that gets agents and advisers disciplined: trading that serves the representative rather than the client, misuse of customer money and securities, misleading communications, and undisclosed conflicts. The organizing question behind almost every scenario is simple. Whose interest was actually served, and did the customer receive every material fact needed to judge the recommendation?
Trading Abuses in Customer Accounts
The most heavily tested prohibitions all involve trading activity that benefits the representative at the customer's expense. Churning is measured by the overall pattern of activity relative to the customer's resources and objectives rather than by any single trade, and the customer's failure to complain is never a defense. Discretion is a bright line: choosing the security, the size of the position, or whether to buy or sell requires prior written authorization from the customer and acceptance by the firm. The narrow exception is time and price discretion, which requires the customer to specify the security, the action, and the amount, and which is generally good only for the day it is given.
Churning
Excessive trading in size or frequency given the customer's resources, objectives, and account character is prohibited regardless of profitability.
NASAA Model RuleUnauthorized trading
Effecting a transaction not authorized by the customer is prohibited; after-the-fact approval does not cure it.
NASAA Model RuleDiscretion
Discretion over security, amount, or action requires prior written authorization from the customer and acceptance by the firm.
NASAA Model RuleTime and price discretion
Deciding only when or at what price to execute a fully specified order is not discretion and is typically valid only for the day given.
NASAA Model RuleFront-running
Trading for one's own account ahead of a known pending block order misuses customer order information and is prohibited.
NASAA Model RuleFollowing instructions
Failing to execute a customer's order as instructed, including partial execution based on the agent's own opinion, is an unethical practice.
NASAA Model RuleCustomer Funds, Securities, and Money Arrangements
Client assets must be kept identifiable and separate from the firm's own property. Commingling exposes clients to the firm's creditors and destroys the audit trail, and an adviser with custody triggers a whole additional regime: notice to the Administrator, use of a qualified custodian, statements delivered directly to clients, an independent verification of the assets, and higher net worth or bonding requirements. Personal money arrangements between a representative and a customer are treated with equal suspicion. Loans in either direction, sharing in a customer's profits and losses, and any promise to absorb a customer's loss all create conflicts the rules are designed to eliminate.
Commingling
Mixing customer funds or securities with those of the firm or the representative is prohibited.
NASAA Model RuleCustody safeguards
An adviser with custody must notify the Administrator, use a qualified custodian, segregate client assets, send account statements, and obtain independent verification of the assets.
NASAA Model RuleBorrowing and lending
Borrowing money or securities from, or lending to, a customer is prohibited unless the customer is a financial institution in the business of lending or a permitted family member and firm procedures allow it.
NASAA Model RuleGuaranteeing against loss
Guaranteeing a customer against loss, or promising a specific result, is prohibited whether the promise comes from the firm or the individual.
NASAA Model RuleSharing in accounts
An agent may share in a customer's profits and losses only with the written consent of the customer and the firm and generally only in proportion to the agent's own contribution.
NASAA Model RuleSettling complaints privately
Reimbursing a customer's loss or settling a complaint without the firm's knowledge conceals the matter from supervision and is prohibited.
NASAA Model RuleSuitability, Fiduciary Duty, and Conflicts of Interest
A recommendation must rest on facts the representative has actually gathered about the customer's financial situation, objectives, tax status, and needs. A customer who declines to provide information narrows the range of what can reasonably be recommended rather than excusing the inquiry. Investment advisers operate under a higher standard still. As fiduciaries they must place client interests first, disclose material conflicts such as compensation from proprietary products or soft dollar arrangements, and seek best execution. The recurring exam pattern is a conflict that would have changed the client's decision if disclosed, and the answer is nearly always disclosure and consent rather than silence.
Suitability
Recommending securities without reasonable grounds to believe they suit the customer, based on information obtained from the customer, is an unethical practice.
NASAA Model RuleFiduciary standard
An investment adviser owes duties of loyalty and care, must put client interests first, and must disclose all material conflicts of interest.
NASAA Model RuleCapacity disclosure
A firm must disclose whether it acted as principal, earning a markup, or as agent, earning a commission.
NASAA Model RuleSoft dollars
Research and brokerage services that benefit clients fall within the recognized safe harbor and must be disclosed; using client commissions to pay ordinary overhead does not.
NASAA Model RuleSolicitors
Compensated referral arrangements must be in writing and disclosed to the client in writing.
NASAA Model RuleAgency cross transactions
Permitted only with disclosure of capacity and compensation and client consent, and never where the adviser recommended the trade to both sides.
NASAA Model RuleCommunications, Advertising, and Sales Tactics
Every communication with the public, from a research note to an offhand remark, is measured against a single standard: it must not misstate or omit a material fact. Projections must be presented as opinion, past performance may not be dressed up as a promise, and a firm that recommends a security while holding a position in it or making a market must say so. A cluster of product-specific tactics is prohibited by name and appears repeatedly on the exam because each one converts a disclosure failure into an immediate cost for the customer.
Misrepresentation
Making untrue statements of material fact, or omitting facts needed to keep statements from being misleading, is prohibited in connection with any offer or sale.
Uniform Securities ActRegistration is not approval
It is unlawful to represent that registration means the Administrator has approved the person's qualifications or the merits of any security.
Uniform Securities ActMarket letters
Research and market letters must disclose the firm's position or market-making role and must present forecasts as opinion rather than fact.
NASAA Model RuleSelling dividends
Urging a purchase to capture an upcoming distribution is prohibited, because the share price falls by the distribution and the investor gains only a tax bill.
NASAA Model RuleBreakpoint sales
Failing to disclose an available quantity discount, or keeping an order just under a breakpoint, is prohibited.
NASAA Model RuleFund switching
Inducing exchanges between fund families without reasonable grounds imposes needless sales charges and is prohibited.
NASAA Model RuleMarket Integrity, Records, and Confidentiality
Some prohibitions protect the market rather than any one customer. Wash sales, matched orders, and the spreading of rumors create a false picture of supply and demand and are prohibited even where every participant consents, because the deception targets the public. Firm records are the regulator's window into all of this, so falsifying, backdating, or forging documents is an independent violation regardless of whether anyone lost money. Finally, customer information is confidential, and selling securities away from the employing firm deprives that firm of the supervision the whole system depends on.
Market manipulation
Wash sales, matched orders, and other devices creating a false or misleading appearance of trading activity are prohibited.
Uniform Securities ActFalsifying records
Forging a signature, backdating a document, or altering firm records is an unethical practice regardless of intent or harm.
NASAA Model RuleSelling away
Effecting private securities transactions without prior written notice to and approval from the employing broker-dealer is prohibited.
NASAA Model RuleConfidentiality
Customer account information may be released only with the customer's consent or under proper legal or regulatory authority.
NASAA Model RuleFees and charges
Unreasonable or inequitable service charges, and failure to give notice of changes to the fee schedule, are prohibited.
NASAA Model RuleHandling complaints
Written complaints must be forwarded promptly to the firm and preserved in its records.
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