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FINRA Uniform Securities Agent State Law Examination Sample Questions:

1. Which of the following statements best explains the difference between an agent and a broker-dealer?

A) An agent is an individual who represents a broker-dealer or an issuer and buys and sells securities he does not own in return for a commission on the transactions he executes. A broker-dealer may also buy and sell securities for his own portfolio, in which case the broker-dealer enjoys any price appreciation on those securities.
B) Agents conduct their business exclusively in the secondary market, while broker-dealers also operate in the primary market.
C) Agents are engaged exclusively in the purchase and sale of stocks whereas broker-dealers also buy and sell bonds and option contracts.
D) A broker-dealer must be licensed in the state in which he conducts business, but there are no separate licensing requirements for agents.

2. A broker-dealer of commodity futures contracts has been profiting by trading for its own account either before or after executing a client's trade on the same commodity, depending on which will be most advantageous.
Under the Uniform Securities Act, the broker-dealer is guilty of

A) fraud.
B) churning.
C) nothing. The Uniform Securities Act (USA) deals only with securities, and a commodity futures contract is not a security.
D) unauthorized transactions.

3. Which of the following would a firm not be expected to provide to the Administrator when registering an issue of securities with the state?

A) all sales and advertising materials that will be used in conjunction with the offering.
B) The firm will be expected to provide all of the above to the Administrator when registering an issue of securities with the state.
C) the agreement among the underwriters themselves.
D) the agreement between the issuing firm and the underwriters.

4. Mr. Bigwig, CEO of HiGrowth Corporation, meets with the president of BigFee Investment Bankers and arranges for BigFee to underwrite an Initial Public Offering (IPO) for the firm. When the IPO comes to market, GetErDone Broker-Dealers is part of the selling group, which handles the sale of the stock to the public.
In this scenario, which party is acting as a dealer?

A) HiGrowth Corporation
B) BigFee Investment Bankers
C) Mr. Bigwig
D) GetErDone Broker-Dealers

5. 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) Yes. Based on the facts presented, it is an unsolicited offer and, as such, Joe can (and should) accept it.
B) Both A and B are true.
C) 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.
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.

Solutions: