Series 65 Exam - Unit 8

Under which of the following conditions may an agent sell an unregistered nonexempt security? A) If the order was unsolicited B) Never C) When the broker-dealer employing the agent has no office in the state D) Only to a noninstitutional client

A) If the order was unsolicited

What is the procedure by which federal covered securities, registered under the Investment Company Act of 1940, file their offerings with state securities Administrators? A) Notice filing B) Coordination C) Qualification D) Federal covered securities need not file with state securities Administrators

A) Notice filing

All of the following are exempt securities under the Uniform Securities Act except A) securities issued by a bank holding company. B) securities issued by a federal savings and loan association. C) securities issued by the Canadian government. D) securities issued by a Canadian province.

A) securities issued by a bank holding company. Securities issued by a bank are exempt. However, this answer refers to a bank holding company that is considered to be an ordinary company subject to state registration if not otherwise exempt.

All of the following must be specified in a security's state registration statement except A) the total amount of the security that will be offered in other states. B) the amount of securities to be offered in the state. C) the expected use of the projected proceeds of the offering. D) a stop order from another state that affects the offering of the security within that state.

A) the total amount of the security that will be offered in other states.

Under the provisions of the Uniform Securities Act, securities exempt from registration requirements include which of these? i. Securities issued by the U.S. government ii. Securities issued by a building and loan association organized under the laws of any state and authorized to do business in this state iii. Bonds issued by an insurance company organized under the laws of any state and authorized to do business in this state A) I only B) I, II, and III C) II and III D) I and II

B) I, II, and III Securities exempt from registration requirements include securities issued by the state or U.S. government; securities issued by foreign governments with whom the U.S. maintains diplomatic relations; and any securities issued by savings and loan or building and loan associations, insurance companies, and credit unions authorized to do business in this state.

One method of securities registration under the Uniform Securities Act is qualification. The effective date of a security registered using this method is A) by noon of the 30th day following the filing of the application. B) when so ordered by the Administrator. C) within 2 business days of the filing of maximum and minimum proposed offering prices. D) when the offering is made effective by the SEC.

B) when so ordered by the Administrator.

The Uniform Securities Act provides an exemption from registration for certain securities and for certain transactions. However, the Administrator is not empowered to deny an exemption from state registration to which of these? i. U.S. government securities ii. Private placement transactions iii. A transaction with an insurance company iv. Municipal bonds issued by another state A) II and III B) I and III C) I and IV D) II and IV

C) I and IV

An issuer is planning to offer securities for sale in State A and several other states. Which of the following statements regarding registration in State A under the Uniform Securities Act is NOT true? A) Every registration must specify the total amount of securities to be offered in State A, the states in which the offering is to be made, and any adverse order or judgment by a regulatory authority. B) The Administrator may, as a condition of registration by qualification or coordination, rule that the securities can only be sold on a specified form of subscription and that a signed copy must be filed with the Administrator. C) The Administrator may not, as a condition of registration by qualification or coordination, require the security to be deposited in escrow and the proceeds to be impounded until the issuer receives a specified amount. D) The Administrator may, by order, permit omission of items of informat

C) The Administrator may not, as a condition of registration by qualification or coordination, require the security to be deposited in escrow and the proceeds to be impounded until the issuer receives a specified amount.

Under the Uniform Securities Act, which of the following statements regarding private placements is true? A) A prospectus must be provided before the offering. B) The offering must be made to fewer than 15 noninstitutional persons. C) The security ​that is the subject of the private placement ​need not be registered. D) Being an exempt transaction, the antifraud provisions do not apply.

C) The security ​that is the subject of the private placement ​need not be registered.

Under the Securities Act of 1933, the SEC A) guarantees that the statements made in the prospectus and registration statement are accurate. B) passes on the investment merit of the security. C) attempts to make certain that all pertinent information is fully disclosed. D) approves securities registered with it.

C) attempts to make certain that all pertinent information is fully disclosed.

All of the following statements are consistent with the Uniform Securities Act except A) a security for which a registration statement is filed under the Securities Act of 1933 may simultaneously register with the state by the procedure known as registration by coordination. B) state Administrators may require federal covered investment companies to file documents with the Administrator using a procedure known as notice filing. C) state Administrators do not require consent to service of process to be submitted with notice filings for covered securities. D) any security may be registered with the state by the procedure known as registration by qualification.

C) state Administrators do not require consent to service of process to be submitted with notice filings for covered securities.

Which of the following would be considered a security under the provisions of the Uniform Securities Act? A) Gold bullion B) An endowment contract issued by a life insurance company licensed to do business in the state C) A certificate of interest in a real estate limited partnership offering D) A fixed annuity contract issued by a life insurance company not authorized to do business in the state

C. All insurance contracts, other than variable ones, are not securities. Commodities, including precious metals, are not securities.

Under the Uniform Securities Act, the requirements for filing of advertising and sales literature dealing with an exempt security with the Administrator A) apply only to advertising. B) always apply. C) apply only to sales literature. D) do not apply.

D

Corporate debt securities (such as commercial paper) are exempt from registration under the Securities Act of 1933 if their maturities do not exceed how many days? A) 365 days B) 90 days C) 30 days D) 270 days

D) 270 days

A credit union is issuing participation units in this state. Which of the following statements relating to the Uniform Securities Act is true? A) Registration may be done by qualification. B) Any advertisement for the issue must be filed with the Administrator. C) This is a federal covered security. D) The issue is subject to the antifraud provisions of the act.

D) The issue is subject to the antifraud provisions of the act.

An agent is registered in State X but not in State Y. The agent sells a resident of State X a new State Y municipal revenue bond. If the bond is not registered for sale in State X, which of the following statements is true? A) The sale was illegal because the bond is not registered for sale in State X. B) The sale was legal because the sale took place in State X to a resident of that state. C) The sale was illegal because municipal revenue bonds are not exempt securities. D) The sale was legal because the bond is not required to be registered for sale in State X.

D) The sale was legal because the bond is not required to be registered for sale in State X. Any municipal bond is considered an exempt security under the Uniform Securities Act. Therefore, the sale of an exempt unregistered security by a properly registered agent is perfectly legal. If you selected the choice that the sale was legal because it took place in State X to a resident of that state, you are missing the point. The question is focused on the security, not the agent. In addition, that choice implies that the sale of any unregistered security, exempt or nonexempt, made by a properly registered agent is legal, and that is not so in the case of those obligated to register.

A private company can become a public company through A) a liquidation. B) a private placement. C) a buyout. D) a special purpose acquisition company.

D) a special purpose acquisition company.