Under the Uniform Securities Act, what is the correct order of registration for a security using the coordination method?

A federal registration statement under the Securities Act of 1933 is filed simultaneously with the state, and state effectiveness is coordinated with the SEC

The state Administrator is required to personally conduct a full merit review and certify in writing that the offering price is fair and equitable before any coordinated sale may proceed

The security is registered solely at the state level under a self-contained state filing, and no registration statement is ever filed with the SEC under the Securities Act of 1933

Registration becomes effective the very instant the application is delivered to the Administrator's office, with no coordination whatsoever with the federal registration statement's effective date

A retired client living on a fixed income needs current cash flow and capital preservation. Which recommendation best fits this profile?

A laddered portfolio of high-quality bonds and dividend-paying stocks

A private, illiquid venture fund

A concentrated position in a single speculative small-cap stock

A variable annuity's separate account value during the accumulation phase:

Fluctuates with the performance of the underlying investment subaccounts

Is guaranteed by the insurer at a fixed rate

Under the National Securities Markets Improvement Act (NSMIA), securities that are 'federal covered' (such as those listed on a national exchange or issued by a registered investment company):

Are exempt from state registration, though states may still require a notice filing and retain antifraud authority

Are subject to a full state merit review of their fairness before they may lawfully be sold to any resident of the state

May be sold only to institutional investors within any given state, and never to any individual retail investor there

Must nonetheless still register at the state level using registration by qualification in each and every state of sale

Under the Investment Advisers Act, an adviser that pays a third party a cash fee for soliciting or referring advisory clients (a solicitor/promoter arrangement) generally must:

Comply with the marketing/solicitation rule, including a written agreement and clear disclosure to the client of the solicitor's compensation and any conflict

Pay the third-party solicitor only in restricted securities of the adviser rather than in cash, an approach said to remove the referral arrangement from the marketing rule entirely

Obtain the SEC's advance written approval of each and every individual client referral before any fee may be paid

Keep the referral arrangement strictly confidential so as not to influence the referred client's decision to invest

Under the Investment Advisers Act, an adviser that exercises discretion and directs client brokerage owes clients a duty of best execution, which means the adviser must:

Seek the most favorable terms reasonably available under the circumstances, considering price, execution quality, and total cost — not merely the lowest commission

Direct every single client trade to whichever broker-dealer happens to pay the adviser the most in soft-dollar credits and other back-end rebates, without regard to price

Ignore execution quality entirely, because commissions are ultimately the client's own responsibility

Always route the order to the broker offering the very lowest commission, regardless of all other factors

Portfolio X returns 8% with a standard deviation of 12%. Portfolio Y returns 8% with a standard deviation of 16%. A rational, risk-averse investor would say portfolio X:

Dominates Y, since it offers the same return with less risk

Is inferior to Y, because taking on additional standard deviation always leads to superior long-run investment outcomes

Cannot be compared to Y without first knowing each portfolio's current dividend yield and its total expense ratio

Is identical to Y in every respect that could possibly matter to a risk-averse investor comparing the two choices

A bond with a 5% coupon and $1,000 par is trading at $800. Its current yield is:

5.00%, because the current yield of a bond is always equal to its stated annual coupon rate whatever the price

4.00%, found by multiplying the coupon rate of five percent by the discounted market price of eight hundred

8.00%, found by dividing the bond's discounted market price by its annual coupon payment instead of the reverse

Cumulative voting, as compared with statutory voting, generally:

Benefits minority shareholders by letting them concentrate all their votes on one director

Requires shareholders to divide their votes equally among every open board seat without any exception

Applies only to preferred shareholders and never to the holders of a company's common stock

Gives each share exactly one vote per available seat and specifically prohibits concentrating votes on a single nominee

A key tax feature of a variable annuity during the accumulation phase is that:

Earnings grow tax-deferred until withdrawal

All investment gains are completely tax-free, both while invested and when they are eventually withdrawn

Contributions to the annuity are fully deductible from the investor's current-year taxable income

The investor must pay income tax each year on the annual growth of the separate account subaccounts

NASAA Series 66 Practice Test

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样题与解析

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1. Laws & Regulations
Under the Uniform Securities Act, what is the correct order of registration for a security using the coordination method?
- a.The state Administrator is required to personally conduct a full merit review and certify in writing that the offering price is fair and equitable before any coordinated sale may proceed
- b.The security is registered solely at the state level under a self-contained state filing, and no registration statement is ever filed with the SEC under the Securities Act of 1933
- c.Registration becomes effective the very instant the application is delivered to the Administrator's office, with no coordination whatsoever with the federal registration statement's effective date
- d.A federal registration statement under the Securities Act of 1933 is filed simultaneously with the state, and state effectiveness is coordinated with the SEC
答案: d
解析: Registration by coordination is used when a security is registered federally under the Securities Act of 1933 at the same time as the state filing. State effectiveness is timed to coincide with SEC effectiveness. The Administrator never passes on the merits of an offering.
依据: Uniform Securities Act
2. Recommendations & Strategies
A retired client living on a fixed income needs current cash flow and capital preservation. Which recommendation best fits this profile?
- a.Leveraged index options
- b.A private, illiquid venture fund
- c.A laddered portfolio of high-quality bonds and dividend-paying stocks
- d.A concentrated position in a single speculative small-cap stock
答案: c
解析: A retiree needing income and preservation is well served by high-quality bonds laddered to manage reinvestment risk plus dividend-paying equities for some inflation protection. Speculative, leveraged, or illiquid holdings conflict with income and preservation goals. Matching investments to the profile is the core of suitability.
3. Investment Vehicles
A variable annuity's separate account value during the accumulation phase:
- a.Is guaranteed by the insurer at a fixed rate
- b.Cannot lose value
- c.Fluctuates with the performance of the underlying investment subaccounts
- d.Is insured by the FDIC
答案: c
解析: In a variable annuity, contributions are allocated to subaccounts whose value rises and falls with market performance, so the investor bears the investment risk. Unlike a fixed annuity, there is no guaranteed accumulation rate. It is a security because of this investment risk.
4. Laws & Regulations
Under the National Securities Markets Improvement Act (NSMIA), securities that are 'federal covered' (such as those listed on a national exchange or issued by a registered investment company):
- a.Are subject to a full state merit review of their fairness before they may lawfully be sold to any resident of the state
- b.Are exempt from state registration, though states may still require a notice filing and retain antifraud authority
- c.May be sold only to institutional investors within any given state, and never to any individual retail investor there
- d.Must nonetheless still register at the state level using registration by qualification in each and every state of sale
答案: b
解析: NSMIA (1996) preempted state registration of federal covered securities, which include exchange-listed securities, securities senior to them, and investment-company shares. States may require a notice filing and fee and keep antifraud jurisdiction under USA §101, but they cannot impose registration or merit review.
5. Laws & Regulations
Under the Investment Advisers Act, an adviser that pays a third party a cash fee for soliciting or referring advisory clients (a solicitor/promoter arrangement) generally must:
- a.Comply with the marketing/solicitation rule, including a written agreement and clear disclosure to the client of the solicitor's compensation and any conflict
- b.Pay the third-party solicitor only in restricted securities of the adviser rather than in cash, an approach said to remove the referral arrangement from the marketing rule entirely
- c.Obtain the SEC's advance written approval of each and every individual client referral before any fee may be paid
- d.Keep the referral arrangement strictly confidential so as not to influence the referred client's decision to invest
答案: a
解析: IAA Rule 206(4)-1 (the amended marketing rule, which absorbed former Rule 206(4)-3) requires a written agreement and disclosure to clients that the solicitor/promoter is compensated and describing the conflict. Advance SEC approval of each referral is not required, but disclosure is mandatory.
6. Laws & Regulations
Under the Investment Advisers Act, an adviser that exercises discretion and directs client brokerage owes clients a duty of best execution, which means the adviser must:
- a.Seek the most favorable terms reasonably available under the circumstances, considering price, execution quality, and total cost — not merely the lowest commission
- b.Direct every single client trade to whichever broker-dealer happens to pay the adviser the most in soft-dollar credits and other back-end rebates, without regard to price
- c.Ignore execution quality entirely, because commissions are ultimately the client's own responsibility
- d.Always route the order to the broker offering the very lowest commission, regardless of all other factors
答案: a
解析: Best execution under IAA §206 requires the adviser to seek the most favorable overall terms reasonably available, weighing execution quality, price, speed, and total transaction cost — not simply the lowest headline commission. Directing trades for the adviser's own soft-dollar benefit outside the safe harbor breaches this duty.
7. Recommendations & Strategies
Portfolio X returns 8% with a standard deviation of 12%. Portfolio Y returns 8% with a standard deviation of 16%. A rational, risk-averse investor would say portfolio X:
- a.Is inferior to Y, because taking on additional standard deviation always leads to superior long-run investment outcomes
- b.Cannot be compared to Y without first knowing each portfolio's current dividend yield and its total expense ratio
- c.Is identical to Y in every respect that could possibly matter to a risk-averse investor comparing the two choices
- d.Dominates Y, since it offers the same return with less risk
答案: d
解析: With equal expected return, the lower-standard-deviation portfolio (X) dominates and lies closer to the efficient frontier. Risk-averse investors prefer less risk per unit of return.
8. Recommendations & Strategies
A bond with a 5% coupon and $1,000 par is trading at $800. Its current yield is:
- a.6.25%
- b.5.00%, because the current yield of a bond is always equal to its stated annual coupon rate whatever the price
- c.4.00%, found by multiplying the coupon rate of five percent by the discounted market price of eight hundred
- d.8.00%, found by dividing the bond's discounted market price by its annual coupon payment instead of the reverse
答案: a
解析: Current yield = annual coupon / market price = $50 / $800 = 6.25%. Buying a bond below par raises its current yield above the stated coupon rate.
9. Investment Vehicles
Cumulative voting, as compared with statutory voting, generally:
- a.Requires shareholders to divide their votes equally among every open board seat without any exception
- b.Applies only to preferred shareholders and never to the holders of a company's common stock
- c.Benefits minority shareholders by letting them concentrate all their votes on one director
- d.Gives each share exactly one vote per available seat and specifically prohibits concentrating votes on a single nominee
答案: c
解析: Cumulative voting lets a shareholder pool all votes (shares times open seats) and cast them for a single candidate, which helps minority holders elect at least one director. Statutory voting caps votes per candidate at the number of shares owned. Cumulative voting is the more favorable method for small holders.
10. Investment Vehicles
A key tax feature of a variable annuity during the accumulation phase is that:
- a.All investment gains are completely tax-free, both while invested and when they are eventually withdrawn
- b.Contributions to the annuity are fully deductible from the investor's current-year taxable income
- c.Earnings grow tax-deferred until withdrawal
- d.The investor must pay income tax each year on the annual growth of the separate account subaccounts
答案: c
解析: In a variable annuity, earnings in the separate account grow tax-deferred during accumulation; no tax is due until money is withdrawn. Contributions to a non-qualified annuity are made with after-tax dollars, so they are not deductible. This deferral is a key selling point compared with taxable accounts.

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