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:

An agent who must register in State A

An issuer, because she sells only the company's own shares

Excluded from the definition of agent because she represents an issuer rather than a broker-dealer

A broker-dealer, because she effects securities transactions for compensation

A state-registered investment adviser maintains custody of client funds and securities. Regarding financial requirements, the Administrator may:

Require a minimum net worth and a surety bond, though an adviser that meets the state's net worth standard may be excused from posting the bond

Require a surety bond but never a minimum net worth

Require nothing, because financial requirements are set exclusively by federal law

Require the adviser to insure client accounts against market losses

A securities offering is advertised in a television broadcast that originates outside State C but is viewed by residents of State C. Under the Uniform Securities Act, the offer is:

Not deemed made in State C, because the broadcast originated outside the state

Deemed made in State C because residents saw it

Deemed made in State C only if a State C resident responds

Deemed made in every state where the signal is received

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

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

An issuer must always register as a broker-dealer before selling its own securities

Only corporations can be issuers

An issuer is automatically an agent of the individuals who sell its shares

Which statement about United States Treasury bonds under the Uniform Securities Act is correct?

They are exempt securities, so the exemption follows the instrument in every transaction

They are exempt only when sold to institutional investors

They are exempt transactions rather than exempt securities

They must be registered by coordination in each state

A small issuer registers a stock offering by qualification. The Administrator is concerned that the business plan cannot be carried out unless a substantial portion of the offering is sold. The Administrator may:

Require as a condition of registration that the proceeds be impounded in escrow until a specified amount is received

Prohibit the offering outright without a hearing

Guarantee the offering by state funds

Require the underwriter to purchase any unsold shares

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

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

Is prohibited under all circumstances for every registered person

Is permitted whenever the customer requests it orally

Requires only the branch manager's verbal approval

Regarding advertising and sales literature used to offer securities in a state, the Administrator:

May by rule require the filing of advertising and sales literature, except for federal covered securities and exempt securities and transactions

Has no authority over advertising of any kind

May prohibit only advertising that mentions past performance

May require prior approval of advertising for federal covered securities

An investment adviser directs client brokerage to a firm that provides research reports and also pays the adviser's office rent. Regarding these soft dollar arrangements, the adviser:

May accept research and brokerage services that benefit clients within the recognized safe harbor and must disclose the arrangement, but paying general overhead such as rent falls outside it

May accept anything of value so long as commissions are competitive

Need not disclose soft dollar arrangements because they cost the client nothing extra

May accept overhead payments if the client's returns are positive

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:

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

Triple the amount invested as punitive damages

Only the difference between the purchase price and the current market price

Nothing, because civil remedies are unavailable under the act

CSLB General Building (B) Trade Exam — Free Practice Test

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样题与解析

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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 issuer, because she sells only the company's own shares
- b.Excluded from the definition of agent because she represents an issuer rather than a broker-dealer
- c.An agent who must register in State A
- d.A broker-dealer, because she effects securities transactions for compensation
答案: c
解析: 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.
依据: Uniform Securities Act
2. Registration
A state-registered investment adviser maintains custody of client funds and securities. Regarding financial requirements, the Administrator may:
- a.Require a minimum net worth and a surety bond, though an adviser that meets the state's net worth standard may be excused from posting the bond
- b.Require a surety bond but never a minimum net worth
- c.Require nothing, because financial requirements are set exclusively by federal law
- d.Require the adviser to insure client accounts against market losses
答案: a
解析: The act authorizes the Administrator to establish minimum net capital or net worth standards for broker-dealers and advisers and to require surety bonds, particularly where the firm has custody or discretionary authority. States commonly allow an adviser that satisfies the net worth requirement to deposit cash or securities in lieu of the bond or to be excused from it. No state may require a firm to guarantee client accounts against market loss.
依据: Uniform Securities Act
3. Registration
A securities offering is advertised in a television broadcast that originates outside State C but is viewed by residents of State C. Under the Uniform Securities Act, the offer is:
- a.Deemed made in State C because residents saw it
- b.Deemed made in State C only if a State C resident responds
- c.Not deemed made in State C, because the broadcast originated outside the state
- d.Deemed made in every state where the signal is received
答案: c
解析: The act contains a media exception: an offer is not deemed made in a state when it appears in a bona fide newspaper or periodical published outside the state, or in a radio or television broadcast originating outside the state. The point of origination controls, not where the signal lands. A resident's response would create an ordinary transaction subject to the usual rules, but it does not retroactively make the broadcast an in-state offer.
依据: Uniform Securities Act
4. Registration
Which statement about issuers under the Uniform Securities Act is correct?
- a.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
- b.An issuer must always register as a broker-dealer before selling its own securities
- c.Only corporations can be issuers
- d.An issuer is automatically an agent of the individuals who sell its shares
答案: a
解析: 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.
依据: Uniform Securities Act
5. Securities Registration
Which statement about United States Treasury bonds under the Uniform Securities Act is correct?
- a.They are exempt only when sold to institutional investors
- b.They are exempt securities, so the exemption follows the instrument in every transaction
- c.They are exempt transactions rather than exempt securities
- d.They must be registered by coordination in each state
答案: b
解析: Federal government obligations are listed as exempt securities, meaning the exemption attaches to the instrument itself and holds regardless of who buys or how the sale is arranged. An exempt transaction, by contrast, depends entirely on the circumstances of the particular sale. Because the security is exempt, no method of state registration is needed.
依据: Uniform Securities Act
6. Securities Registration
A small issuer registers a stock offering by qualification. The Administrator is concerned that the business plan cannot be carried out unless a substantial portion of the offering is sold. The Administrator may:
- a.Prohibit the offering outright without a hearing
- b.Guarantee the offering by state funds
- c.Require as a condition of registration that the proceeds be impounded in escrow until a specified amount is received
- d.Require the underwriter to purchase any unsold shares
答案: c
解析: The act lets the Administrator condition an effective registration on impounding the proceeds until the issuer receives a specified minimum amount, protecting investors in an undersubscribed deal. Escrow of proceeds is a condition, not an outright prohibition, and a denial would require notice and an opportunity for hearing. No state guarantees offerings, and the Administrator cannot force an underwriter into a firm commitment.
依据: Uniform Securities Act
7. Business Practices
An agent proposes to share in the profits and losses of a customer's account. Under NASAA rules, this arrangement:
- a.Is prohibited under all circumstances for every registered person
- b.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
- c.Is permitted whenever the customer requests it orally
- d.Requires only the branch manager's verbal approval
答案: b
解析: 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.
依据: NASAA Model Rule
8. Business Practices
Regarding advertising and sales literature used to offer securities in a state, the Administrator:
- a.Has no authority over advertising of any kind
- b.May prohibit only advertising that mentions past performance
- c.May require prior approval of advertising for federal covered securities
- d.May by rule require the filing of advertising and sales literature, except for federal covered securities and exempt securities and transactions
答案: d
解析: The act allows the Administrator to require that prospectuses, pamphlets, circulars, letters, and other sales literature used in the state be filed, and material that is false or misleading may be halted. That filing authority does not extend to federal covered securities, where federal law preempts, or to exempt securities and exempt transactions. Antifraud authority over misleading advertising remains in all cases.
依据: Uniform Securities Act
9. Business Practices
An investment adviser directs client brokerage to a firm that provides research reports and also pays the adviser's office rent. Regarding these soft dollar arrangements, the adviser:
- a.May accept research and brokerage services that benefit clients within the recognized safe harbor and must disclose the arrangement, but paying general overhead such as rent falls outside it
- b.May accept anything of value so long as commissions are competitive
- c.Need not disclose soft dollar arrangements because they cost the client nothing extra
- d.May accept overhead payments if the client's returns are positive
答案: a
解析: Soft dollar benefits are acceptable only when they consist of research or brokerage services that assist the adviser's investment decision-making for clients, and the arrangement must be disclosed because it creates a conflict in the choice of executing broker. Payments for ordinary business overhead such as rent, salaries, or travel are outside the safe harbor and amount to using client commissions for the adviser's benefit. Client commissions are a real cost, so the claim that nothing extra is paid is false.
依据: NASAA Model Rule
10. 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.Triple the amount invested as punitive damages
- b.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
- c.Only the difference between the purchase price and the current market price
- d.Nothing, because civil remedies are unavailable under the act
答案: b
解析: 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.
依据: Uniform Securities Act

CSLB General Building (B) Trade Practice Test

常见问题

样题与解析