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FINRA Uniform Securities Agent State Law Examination Sample Questions:
1. Which of the following persons falls under the definition of "broker-dealer," as defined by the Uniform Securities Act (USA)?
A) 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.
B) Michaela is employed by GetErDone broker-dealers and sells both exempt and non-exempt securities to GetErDone's clients.
C) Marge is a loan officer at Treadwater Bank and Trust.
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.
2. Shady Corporation's executives are concerned over the firm's steadily declining stock price and decide to do something about it. They each decide to make significantly large purchases of their firm's stock in order to stabilize and hopefully even to drive up its price, reasoning that they can sell the stock for the higher price down the road and profit from the transaction. You are a broker-dealer for the firm's executives.
Are Shady's executives planning to do anything illegal?
A) No. It's a win-win. They are using their own money to buy stock of their firm, and this can help drive the stock price up and put profits in their pockets.
B) No. As long as they follow the rules and report their purchases to the SEC, it is not illegal for them to purchase shares of their firm's stock.
C) Yes. Although it is not illegal for them to purchase shares of their firm's stock, they cannot do so in order to try to manipulate the price of the stock.
D) Yes. To purchase shares of their own company is considered to be illegal insider trading.
3. Jeremy Sly considered himself somewhat of an inventor. The only problem was that his day job interfered with his opportunity to exercise his creativity. He came up with a plan to get outside investors to support his inventive activities. To this end, he produced and distributed a brochure advertising partnership interests with a guaranteed return on investment of at least 15% after the first 12 months, based on what he had allegedly generated from his other (non-existent) inventions.
Given these facts, is Jeremy guilty of any security violations under the Uniform Securities Act (USA)?
A) No. The facts don't indicate whether any partnership interests were actually sold, and there can be no violation unless there is a sale.
B) No. An interest in a partnership is not considered a security.
C) No. It is not against the law to believe in oneself and promote one's ideas.
D) Yes. Even an "offer" to sell securities must not contain any untruths.
4. Constance is an investment adviser representative. She told one of her clients that he should put at least 15% of his investment monies in a U.S. government bond mutual fund.
She explained that she believed that he required this percentage to meet his liquidity needs, and U.S.
government bond funds are risk-free. A few months later, the client needed to sell some of his fund shares in order to pay some medical bills and was surprised to discover that he lost money on the sale because the net asset value of the fund had dropped.
Was Constance guilty of any securities violations?
A) Yes. Constance is guilty of fraud. She misled the client into thinking he couldn't lose any money if he invested the money in a U.S. government bond mutual fund.
B) Yes. Constance should never recommend that a client invest such a high percentage of his investment monies in a U.S. government bond mutual fund.
C) No. U.S. government bonds are often referred to as risk-free investments, so Constance made no misstatement of fact in telling her client this.
D) It depends. If Constance realized that the client could lose money in a U.S. government bond fund, then she is guilty of fraud, but if she did not herself realize that, then she is merely misinformed.
5. George Geek is a computer programmer who tired of working for others and started his own company. He convinced forty investors that he could design software that would rival Microsoft, and sold them each a 10% partnership interest in his firm for $25,000. He designed and printed up the partnership certificates himself.
George told the investors that he had a product that was on the verge of being marketable and that when it did-within the next two months-revenues would pour into the company, and he would begin paying dividends.
He told them they could expect a 20% return on their money this year, with even higher returns in the years to come. As it turned out, George wasn't quite the programmer he thought he was, and he wasn't able to get all the bugs out of the program to make it marketable within the promised two months.
Within a year, George had tired of the project and was too busy picking up chicks in his new Corvette when he wasn't on the island of St. Bart overseeing the construction of his new beach mansion-and picking up chicks.
His activities, of course, were financed by the extremely generous "salary" he paid himself from the investors' monies.
Under the Uniform Securities Act, do the investors have any civil claims against George?
A) Yes. They can sue George for the return of their original investment, plus interest. George would also have to pay their court costs and attorneys' fees and any amounts assessed by the court for "pain and suffering" on the parts of the clients.
B) Yes. They can sue George for the return of their original investment, plus interest. George would.
C) No. It wasn't George's fault that he was unable to do what he promised. Even if it wasn't for.
D) No. The Uniform Securities Act only involves securities laws and partnership interests are not.
Solutions:
| Question # 1 Answer: D | Question # 2 Answer: C | Question # 3 Answer: D | Question # 4 Answer: A | Question # 5 Answer: B |

