and Conceptual Actual Emended Exam Questions
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1. **An investment adviser representative (IAR) is considered any person who
is associated with an investment adviser and manages client accounts or
portfolios, makes investment recommendations, or gives advice about
securities. The IAR definition also includes any person who determines the
type of investment advice to give to clients, any person who solicits or
negotiates the sale of these services, as well as any person who supervises
the personnel performing these job functions. The reason that the senior
partner is not considered a registered investment adviser representative is
that there's no indication that this person has any of the responsibilities of
an IAR.**
Which of the following events would NOT require a public company to file a Form
8-K report?
A) A minority owned subsidiary changes locations
B) The auditors of the company resign
C) The company acquires a controlling interest in another company
D) The company merges with another company - ANSWER A) A minority
owned subsidiary changes locations
2. **Form 8-K is the report that companies must file with the SEC to announce
material corporate events that shareholders should know about. A change
in the location of a minority owned subsidiary is not a material event which
, may affect the company or its shareholders. All of the other answer choices
represent events which require the filing of a Form 8-K.**
Kevin is an agent of CMP Broker-Dealers which is registered in 10 states. Kevin is
currently registered in five states, but only transacts business with institutional
clients. Due to recent mergers, some of Kevin's clients will be relocating to North
Carolina and CMP now wants to open a new office there. Kevin will not be moving
from his current office in Missouri, a state in which both Kevin and CMP are
registered. Under the USA:
A) Both Kevin and CMP are required to be registered in North Carolina
B) CMP is required to be registered in North Carolina, but Kevin is not
C) Neither Kevin nor CMP is required to be registered in North Carolina
D) Only Kevin is required to be registered in North Carolina - ANSWER A) Both
Kevin and CMP are required to be registered in North Carolina
**This is a tricky question, but the main concept is that a broker-dealer is not
required to register in a state if it has "no place of business in the state." However,
since CMP is opening an office in North Carolina, the firm is required to be
registered in the state regardless of the type of securities being sold or the types
of clients with which it conducts business. Since the broker-dealer will be
registered in North Carolina, any agents of that broker-dealer who execute client
transactions in that state are also required to be registered, regardless of the
types of clients being represented. Although Kevin may not visit or work out of the
North Carolina office, since his firm has a place of business there and Kevin will be
effecting transactions in the state, he must register.**
Which of the following statements BEST describes the similarities between an S
Corporation and a general partnership?
,A) Both provide limited personal liability
B) Both require full personal liability
C) Both do not provide flow-through of losses
D) Both provide flow-through of losses - ANSWER D) Both provide flow-
through of losses
**An S Corporation provides limited liability to its shareholders, but a general
partnership involves full liability of all the partners. (A limited partnership would
provide limited liability to the limited partners.) However, both an S Corporation
and a general partnership offer the tax advantage of flow-through treatment of
profits and losses, where a share of both is passed through to each owner every
year.**
An investment adviser representative was the subject of a customer complaint
two years ago in the state of Idaho and resigned his position as a result. The
Administrator conducted an investigation, the results of which were not made
public. He is currently applying for a mortgage for a new home in Boise. The bank
where he is applying requests his employment history and contacts the
investment adviser for verification. The personnel manager at the firm is reluctant
to give the bank any information about its former employee and directs the bank
to contact the state Administrator. When the bank calls the Administrator, what
information can it expect to receive?
A) The Administrator will provide the details of the complaint since it was
securities-related
B) The Administrator will contact the investment adviser for authorization to
release the information
C) The adviser must contact the Administrator for approval to rele - ANSWER
D) The Administrator will not release any details of the complaint
, **According to the Uniform Securities Act, no provision of the Act authorizes the
Administrator or any of his officers or employees to disclose information except
among themselves or, when necessary, in a proceeding or investigation under the
Act that was not made public.**
An agent of a broker-dealer intends to sell shares of a security, but the
transaction does not involve his firm. If he proceeds with the transactions, in
which of the following situations will he NOT be accused of selling away?
A) The agent requests approval from both the State Administrator and his firm
B) The agent notifies his firm and awaits approval (if required)
C) The agent notifies his firm and awaits verbal approval (if required)
D) The agent notifies the State Administrator, but not his firm - ANSWER B)
The agent notifies his firm and awaits approval (if required)
**The rule regarding private securities transactions requires an agent to provide
written notice to his firm if he intends to engage in securities transactions that are
not within the scope of his firm's business. If he executes the transaction and does
not notify his firm, the action is considered selling away. In addition, if the agent
will be compensated for the transactions, he must also receive written approval
from his firm to participate. On the other hand, if he will not be compensated, the
firm is required to provide a written acknowledgement to him and has the right to
impose conditions on his participation.**
A married couple, who are both 60-years-old, earned $150,000 jointly last year.
They each make 401(k) contributions, but want to save more for their retirement.
The most suitable type of plan for an IAR to recommend is a: