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FINRA Series_63 Exam Syllabus Topics:

FINRA Uniform Securities Agent State Law Examination Sample Questions:

1. An investment adviser
I. provides investment advice to clients.
II. sells securities to clients.
III. buys and sells securities in their clients' accounts for the clients.

A) I only.
B) I and III only.
C) I and II only.
D) I, II, and III.

2. 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
1 0% 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
B) 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.
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

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

A) Agents conduct their business exclusively in the secondary market, while broker-dealers also operate
in the primary market.
B) A broker-dealer must be licensed in the state in which he conducts business, but there are no separate
licensing requirements for agents.
C) Agents are engaged exclusively in the purchase and sale of stocks whereas broker-dealers also buy
and sell bonds and option contracts.
D) 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.

4. A tombstone advertisement is

A) an offer to sell a new security that is being issued by an Arizona firm.
B) the announcement of a new security that may become available for purchase.
C) the only type of advertisement that an investment advisory firm is allowed to use.
D) an offer to sell a new security.

5. Under the Uniform Securities Act, which of the following does not need to be included when filing to
register a security issue with the state?

A) a copy of any indenture applying to the security being registered
B) copies of the underwriter agreements
C) a copy of the firm's articles of incorporation and bylaws, or the equivalent
D) All of the above documents must be included when filing to register a security with the state.

Solutions: