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NASAA Series 63 Uniform Securities Agent State Law Exam

5. Regulation of Securities and Issuers: practice questions

Our Series 63 bank has 26 questions on this topic. Here are 5 of them with answers; the full mock exam draws from every topic, like the real one.

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Question 1

Which exemption may the Administrator not deny or revoke by order under section 402(c)?

  1. The private-offering transaction exemption
  2. The exemption for offers to existing security holders
  3. The exemption for securities issued by the U.S. government
  4. The institutional-buyer transaction exemption
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C. The exemption for securities issued by the U.S. government — Section 402(c) lets the Administrator deny or revoke only the exemptions in 402(a)(8), (9) or (11) and the transaction exemptions in 402(b). Government securities under 402(a)(1) are not on the list.

Question 2

Under section 301 of the Uniform Securities Act, a security may be offered or sold in the state only if it is:

  1. Listed on a foreign exchange
  2. Rated by at least one nationally recognized rating agency
  3. Approved by FINRA
  4. Registered under the Act, exempt, or a federal covered security
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D. Registered under the Act, exempt, or a federal covered security — Section 301: it is unlawful to offer or sell a security in the state unless it is registered, exempt under 402, or a federal covered security.

Question 3

Which of these is not a security under the Uniform Securities Act?

  1. A certificate of interest in an oil and gas lease
  2. A voting-trust certificate issued by trustees holding shares for others
  3. A preorganization certificate or subscription for shares
  4. A fixed annuity under which an insurer promises a fixed sum of money
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D. A fixed annuity under which an insurer promises a fixed sum of money — Section 401(m) lists those instruments as securities but excludes insurance, endowment policies and annuity contracts under which an insurer promises to pay a fixed sum of money.

Question 4

Under section 402(a)(5), securities of an insurance company are exempt, but the exemption does not apply to:

  1. The insurer's common stock
  2. The insurer's bonds, notes and other debt instruments sold to the public
  3. A variable annuity whose payments depend on the results of a separate account
  4. The insurer's preferred stock
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C. A variable annuity whose payments depend on the results of a separate account — Section 402(a)(5) excludes annuity or investment contracts whose payments are not fixed in dollars but depend substantially on investment results.

Question 5

For a federal covered security sold under SEC Rule 506 (section 18(b)(4)(D) of the 1933 Act), the Administrator may require the issuer to file Form D:

  1. Before the first offer in the state, together with the full offering memorandum
  2. No later than 15 days after the first sale in the state
  3. Within 90 days after the offering ends
  4. Only if a buyer complains to the Administrator
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B. No later than 15 days after the first sale in the state — Section 307(b): the Administrator may require a notice on SEC Form D and a consent to service no later than 15 days after the first sale in the state.

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