NASAA Series 63

B. An investment adviser representative, since she is compensated for soliciting advisory clients on behalf of the firm

Under the USA, a person who solicits clients for advisory services on behalf of an investment adviser, and is compensated for doing so, generally meets the definition of an investment adviser representative even if they do not provide advice directly.

B. The isolated nonissuer transaction exemption

An isolated nonissuer transaction exemption applies to an infrequent, non-recurring sale of securities by a person other than the issuer, such as an individual shareholder selling personally held stock in a single transaction not part of a distribution.

B. Five years, with the first two years in an easily accessible location

NASAA rules generally require broker-dealers to preserve most records for five years, with the records from the first two years kept in an easily accessible place, mirroring the SEC's recordkeeping framework.

C. Exempt securities because of their short maturity and high credit rating

Commercial paper and similar short-term promissory notes with a maturity of nine months or less, rated in one of the three highest rating categories, and issued in minimum denominations of $50,000, qualify as exempt securities under the Uniform Securities Act.

A. It is excluded from the definition of broker-dealer in State Q because its only clients there are other broker-dealers

The USA excludes from the broker-dealer definition a firm with no place of business in a state whose only clients there are other broker-dealers, the issuer itself, or certain institutional investors, so no registration is required.

B. At noon on the 30th day after the application is filed

Under the USA, if no denial or stop order is issued, registration becomes effective at noon on the 30th day after the application was filed (or after a later-filed amendment), absent a shorter period specified by the Administrator.

C. File a notice filing and pay a fee, but may not require full registration of the securities

Shares of registered investment companies are federal covered securities under NSMIA, exempting them from state registration. However, states may still require a notice filing and collection of fees for such offerings.

C. Liable for failing to establish and maintain reasonable supervisory procedures

The Uniform Securities Act imposes an ongoing post-registration duty on broker-dealers to establish, maintain, and enforce reasonable supervisory procedures over their agents. A failure to have any system to detect red flags such as unauthorized trading exposes the firm to disciplinary action independent of whether it had actual knowledge or clients suffered loss.

A. Obtain a surety bond in the amount of $15,000, the deficiency between required and actual net worth

An adviser that fails to meet the minimum net worth requirement may satisfy the deficiency by obtaining a surety bond equal to the shortfall, not the full required amount. Here, $35,000 required minus $20,000 actual equals a $15,000 deficiency, so a $15,000 bond is required.

D. does not constitute custody because checks payable to third parties forwarded within three business days are excluded from the custody definition

Receipt of a check drawn payable to a third party (such as a qualified custodian) that is forwarded to that third party within three business days does not constitute custody, since the adviser never gains control over client funds.

D. The firm must promptly notify the Administrator of the net capital deficiency

Post-registration provisions require broker-dealers to promptly notify the Administrator if their net capital falls below the required minimum, since financial requirements are a condition of continued registration and investor protection depends on timely disclosure.

B. A jury trial, the same as in other civil actions, since the Act does not eliminate this right

Civil liability actions brought under the Uniform Securities Act are ordinary civil lawsuits filed in court, and defendants retain the same right to a jury trial as in any other civil action; nothing in the Act eliminates this constitutional and procedural right. Administrative hearings, by contrast, are conducted without juries since they are agency proceedings, not court trials.

C. The order is valid, but the Administrator must promptly notify the broker-dealer and grant a hearing within a reasonable time if one is requested

The Administrator may summarily suspend a registration pending final determination when the public interest requires prompt action, but due process requires that the affected party be given prompt notice and, if requested, an opportunity for a hearing to contest the order.

B. No, because banks, savings institutions, and trust companies are excluded from the definition of broker-dealer

The Uniform Securities Act specifically excludes banks, savings institutions, and trust companies from the definition of 'broker-dealer,' regardless of the volume or nature of the securities activity they conduct as part of their banking or trust business.

D. the affected clients consent to the assignment prior to its taking effect

Advisory contracts may not be assigned without the client's consent. It is an unethical business practice for an adviser to assign a client's contract to another party without obtaining that client's prior consent.

A. The private placement (limited offering) exemption

The private placement exemption under the Uniform Securities Act generally applies to offers made to no more than 10 persons (other than institutional investors) in a 12-month period, with no general advertising and no commissions paid on sales to noninstitutional purchasers. This scenario fits all those criteria.

B. Barred, because no indictment or information may be filed more than five years after the alleged violation

The Uniform Securities Act generally bars criminal prosecution if no indictment is found, or information filed, within five years after the alleged violation. Since six years have passed, this prosecution would be time-barred.

C. Excluded from the definition of investment adviser because the advice is incidental to her accounting practice

The USA excludes lawyers, accountants, teachers, and engineers (LATE) from the IA definition when investment advice is solely incidental to their profession and no special compensation is charged for it. Since her advice is incidental and uncompensated separately, she is excluded.

A. The Administrator may petition the appropriate court to hold the witness in contempt

Administrators lack direct enforcement power over disobeyed subpoenas; they must apply to a court of competent jurisdiction, which can hold the noncompliant witness in contempt. This preserves judicial oversight of enforcement actions against individuals.

A. No, because banks and trust companies are excluded from the definition of investment adviser

The Uniform Securities Act's definition of investment adviser expressly excludes banks, savings institutions, and trust companies performing their customary fiduciary functions. This exclusion applies regardless of fees charged or number of clients served.

C. No, because the agent has not exceeded five retail clients in State Y within 12 months and the broker-dealer is registered there

The de minimis exemption allows an agent to transact business with no more than five retail clients in a state during a 12-month period without registering there, provided the agent's broker-dealer is registered (or excluded/exempt) in that state.

A. must register as an investment adviser representative in State Q because more than five retail clients who are natural persons are served from a place of business there

A supervised person of a federal covered adviser is treated as an IAR subject to state registration if they have a place of business in the state and, in the preceding 12 months, have had more than five retail clients who are natural persons resident in that state. This individual exceeds that threshold and must register.

A. Exempt from registration, in the same manner as securities issued by the U.S. government

The Uniform Securities Act exempts securities issued or guaranteed by the United States, Canada, or any political subdivision or agency thereof, treating them like domestic government securities. No rating or registration process is required for this exemption to apply.

B. Exempt, because it is a transaction between broker-dealers

Transactions between broker-dealers (dealer-to-dealer transactions) are exempt transactions under the Uniform Securities Act because both parties are presumed to be sophisticated market professionals who do not need the protection of registration.

A. An unsolicited (nonissuer) transaction exemption

When a client initiates an unsolicited order for a nonissuer transaction, the transaction is exempt from the securities registration requirements, even though the security itself is not registered. This exemption does not exempt the agent or broker-dealer from their own registration requirements.