Series 65: Unit 8 Quiz 2

Which of the following is not included in the definition of a security in the Uniform Securities Act (USA)? A. A preorganization certificate B. A variable annuity C. Commercial paper issued with an eight-month maturity D. A $100,000 whole life insurance policy

A $100k whole life insurance policy

Under the Uniform Securities Act, the definition of security includes a wide range of items. One of these is a two-party agreement representing a promise to repay a specific sum on a specified date that, if it meets certain requirements, is exempt from registration. This agreement is commonly called A. a debenture. B. a futures contract. C. a promissory note. D. a loan contract.

A futures contract

Which of the following transactions would not be exempt under the Uniform Securities Act? A. The executor of an estate sells securities to liquidate the property. B. A customer calls his broker-dealer and submits an order to purchase a specific security. C. Securities are sold that were collateral for a defaulted loan. D. A registered dealer sells Canadian government securities to a retail client.

A registered dealer sells Canadian government securities to a retail client

Under both federal and state law, an exemption from registration is granted to municipal bonds. Qualifying for that exemption would be all of the following except A. bonds issued by the U.S. Treasury. B. bonds issued by a state. C. bonds issued by a school district. D. bonds issued by a city.

Bonds issued by the U.S. Treasury

Under the Uniform Securities Act, the term security refers to all of the following except A. commodity futures contracts. B. puts, calls, straddles, or options. C. bonds. D. certificates of deposit for a security.

Commodity futures contracts

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

Do not apply

Under the Securities Act of 1933, exempt transactions include which of these? 1. Private transactions not involving the issuer or a broker-dealer 2. Issuer transactions that do not involve a public offering 3. Sales or offers limited to accredited investors

Private transactions not involving the issuer or a broker-dealer, issuer transactions that don't involve a public offering, sales or offers limited to accredited investors

Under the Uniform Securities Act, before a corporation can issue a security in a state, that security must be A. exempt from registration in other states in which it is issued. B. registered with the SEC and in the state of issue. C. registered in the state or exempt from registration in the state. D. registered in one other state and with the SEC.

Registered in the state or exempt from registration in the state

When comparing the limited offering exemption under federal law with that of the exemption in the Uniform Securities Act, which of the following statements is true? A. The federal law does not permit compensation on investments made by retail investors, while the state law does. B. The federal law permits purchases by both accredited and nonaccredited investors, while state law limits offers solely to those who are accredited investors. C. The Uniform Securities Act's exemption for such transactions is narrower than the comparable federal exemption because offers are limited to a smaller number of nonqualified offerees. D. The statutory resale restriction is the same under both state and federal law.

The Uniform Securities Act's exemption for such transactions is narrower than the comparable federal exemption b/c offers are limited to a smaller number of nonqualified offerees

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 security ​that is the subject of the private placement ​need not be registered. C. The offering must be made to fewer than 15 noninstitutional persons. D. Being an exempt transaction, the antifraud provisions do not apply.

The security that is the subject of the private placement need not be registered

Which of the following is an issuer transaction? A. John inherited securities of XYZ Corporation from his father, who—as a founder to the company—received the shares directly from the company as a result of stock options. B. John purchased shares of XYZ Corporation in a transaction made in the over-the-counter market. C. John's father, a founder of XYZ Corporation, purchased shares of XYZ directly from the corporation subsequent to its founding without paying a commission. D. John sold the securities he had inherited from his father to his neighbor, Peter, at the market price without charging a commission.

John's father, a founder of XYZ Corporation, purchased shares of XYZ directly from the corporation subsequent to its founding w/o paying a commission

All of the following statements regarding the selling of private placements under the Uniform Securities Act are true except A. that they can be offered without limitation to institutional investors. B. that the seller must reasonably believe that all noninstitutional buyers are purchasing for investment purposes only. C. that they cannot be offered to more than 35 noninstitutional persons in 12 consecutive months. D. that no commission or other remuneration may be paid for soliciting noninstitutional buyers.

That they cannot be offered to more than 35 noninstitutional persons in 12 consecutive months

Under the Uniform Securities Act, bonds issued by which of the following are nonexempt securities? A. Canadian province of Ontario B. ABC, Inc., of Canada, a distributor of beverages in the United States and other countries C. Canadian city of Montreal D. Canadian national government

ABC, Inc., of Canada, a distributor of beverages in the United States and other countries

Under Regulation D, accredited investors in a private placement must meet minimum standards that may include which of the following? 1. Annual income in excess of $200,000 for at least the last two years 2. Annual income in excess of $100,000 for at least the last two years 3. Net worth, excluding the primary residence, in excess of $1 million 4. Net worth, excluding the primary residence, in excess of $200,000

Annual income in excess of $200k for at least the last 2 yrs and net worth, excluding the primary residence, in excess of $1 million

Laurel is an agent of Harbor Securities. Her most active customer told her that he is thinking about buying 10,000 shares of a technology company's stock for which Harbor will be participating in the underwriting syndicate. The SEC release date for the stock is anticipated within 10 business days. What may Laurel accept from the client today? A. Laurel can accept an indication of interest accompanied by a payment equal to 50% of the expected offering price. B. Laurel may not accept anything from the customer until the effective date. C. Laurel can accept an indication of interest. D. Laurel can accept a request for a copy of Harbor's most recent research report on the stock.

Laurel may not accept anything from the customer until the effective date

A closed-end investment company is registered under the Investment Company Act of 1940. Its shares trade on the Nasdaq Stock Market. To qualify their shares for sale in the state, they would probably use A. coordination. B. qualification. C. supplementation. D. notice filing.

Notice filing

All of the following securities transactions are exempt under the Uniform Securities Act except A. a sale of stock to a pension trust. B. a sale of private placement securities to 25 noninstitutional investors in a state. C. an offer of preorganization certificates made to 25 persons that involves no commission or payment. D. a purchase of stock by an underwriter from the issuer in a firm commitment underwriting.

A sale of private placement securities to 25 noninstitutional investors in a state

Section 402(a) of the Uniform Securities Act contains a lengthy list of securities that are exempt from the registration and advertising filing requirements of the act. Included in that list would be all of the following except A. common stock listed on the NYSE. B. church bonds. C. municipal bonds. D. bonds issued by the city of Berlin, Germany.

Bonds issued by the city of Berlin, Germany

Under the Uniform Securities Act, securities issued by which of the following entities are included in the definition of issuers of exempt securities? 1. State of Michigan 2. City of Calgary, Alberta 3. City of Birmingham, UK 4. Kapco Leveraged Partners, an unregistered hedge fund whose adviser is registered with the SEC

State of Michigan and City of Calgary, Alberta and City of Birmingham, UK and Kapco Leveraged Partners, an unregistered hedge fund whose adviser is registered with the SEC

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. 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. B. The Administrator may, by order, permit omission of items of information or documents from a registration statement. 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. 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.

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

Securities issued by which of the following are exempt from the registration and disclosure requirements of the Uniform Securities Act (USA)? 1. The United States or any territory 2. A state or political subdivision of a state 3. A common carrier (e.g., a railroad) regulated in respect to its rates and charges by the 4. United States or a state Banks and savings institutions

The United States or any territory and a state or political subdivision of a state and a common carrier (e.g., a railroad) regulated in respect to its rates and charges by the United States or a state and banks and savings institutions