Joe Treader is the owner of a small, state-registered investment advisory firm that is on the verge of becoming insolvent. One of his clients who has become like a mother to him is aware of his financial difficulties and has offered to sell off some of the assets that he manages for her and loan him the money to get him through this period of economic uncertainty until he is able to get on his feet again.
Can Joe take her up on her offer?

• A. No. As the client's investment adviser, he has a fiduciary relationship with the client. Entering a loan agreement with this client could lead to conflicts of interest.
• B. Yes. Based on the facts presented, it is an unsolicited offer and, as such, Joe can (and should) accept it.
• C. Both A and B are true.
• D. Yes, but only if Joe draws up a formal loan agreement with a fair interest rate, based on the going market rates, stated in the agreement as well as a firm date for principal repayment.

Ms. Naivete gave Mr. Smooth, owner of Smooth Construction, $40,000 in return for a promissory note that promised to pay interest at the rate of 8% a quarter, with a repayment of principal at the end of two years. The money would be used by Mr. Smooth to rehab a few beach condo units that had been severely hurricane-damaged and that Mr. Smooth had been able to purchase for "pennies on the dollar," or so he said.
The first units would be completed within a month, and the rents would be used to make the interest payments.
The investment was almost as risk-free as U.S. government bonds, Mr. Smooth claimed. By the end of the second year, Ms. Naivete had received a lot of fast talk and only one of the promised interest payments.
Have there been any violation of securities laws in this instance?

• A. Yes. Mr. Smooth was required to register the promissory note before he offered it for sale.
• B. Both B and C are true statements.
• C. No. This was simply a loan transacted between two parties.
• D. Yes. Ms. Naivete has been defrauded by Mr. Smooth.

Which of the following persons falls under the definition of "broker-dealer," as defined by the Uniform Securities Act (USA)?

• A. Marge is a loan officer at Treadwater Bank and Trust.
• B. Juan is employed by TrustUs Corporation to sell shares of the firm's stock to the firm's employees and receives a commission on the shares he sells.
• C. Michaela is employed by GetErDone broker-dealers and sells both exempt and non-exempt securities to GetErDone's clients.
• D. MyTrades is a sole proprietorship owned by Nathan Newmoney, who has established the firm solely to make trades on his own account, thereby avoiding the commissions he would have to pay a middleman.

on No: 9
Rich Writewell wants to begin publishing an independent weekly financial newsletter that will provide investment recommendations as well as other financial news items to the general public. Rich hopes that his newsletter will achieve nationwide circulation within a few months.
Which of the following statements is true?

• A. Rich will have to register as an investment adviser since his publication will include investment recommendations.
• B. Rich will not have to register as an investment adviser since he is publishing a legitimate financial newsletter for distribution to the general public.
• C. Rich may be exempt from registering as an investment adviser if he is a lawyer, accountant, engineer, or teacher. Otherwise, he will have to register.
• D. Rich will have to register as an investment adviser only if he sells this newsletter to the public. If the publication is to be distributed free of charge, he will not have to register.

Which of the following laws deals with identity theft protection?

• A. the Bank Secrecy Act (BSA)
• B. ERISA
• C. the USA Patriot Act
• D. Regulation S-P