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Series 65 Exam Prep
Comprehensive
Questions (Frequently
Tested) with Verified
Answers Graded A+
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1. Definition of Security Answer: 1. Investment of money
2. In a common enterprise
3. With an expectation of profit
4. Results solely from the ettorts of others
2. What are considered securities? Answer: 1. Stock
2. Bond
3. Debenture
4. Right or warrant
5. Note
6. Put, call, straddles, privileges on securities or other option
7. Limited Partnership interest
8. Certificate of interest in a profit-sharing agreement
9. Treasury Stock
10. Evidence of indebtedness
11. Collateral Trust certificates
12. Pre-organization certificates or subscriptions
13. Transferable shares
14. Investment Contracts
15. Voting trust certificates
16. Certificate of deposit for a security
17. Certificate of interest or participation in an oil, gas, or mining title or lease
3. What is Not a Security Answer: 1. Collectibles
2. Commodities such as precious metals, and grains, including future contracts
3. Condos used as a personal residence
4. Currency
5. Interest in a retirement plan such as an IRA or Keogh plan
6. An insurance or endowment policy or fixed annuity contract
4. Prospectus Answer: Any notice, circular, letter or communication, written or broadcast by radio or
television that otters any security for sale or confirms the sale of a security
5. Exempted Securities under the Securities Act of 1933 Answer: 1. Any
security issued or guaranteed by the US, any state, or any political subdivision of a state (all
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fed gov issues and muni securities)
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2. Any commercial paper that has a maturity at the time of issuance of no more than 270 days
3. Any security organized and operating for religious, educational, benevolent, fraternal or charitable
purposes
4. Any interest in railroad company trust
5. Any security issued by federal or state bank (DOES NOT INCLUDE BANK HOLDING COMPANIES)
6. Rule 147 Answer: Exempt under federal law but not under the Uniform Securities Act so will
probably have to register with the state
Rule 147 Issue Answer: Any security ottered and sold only to persons resident within a single state where
the issuer of such security is a person resident and doing business within such a territory.
80/80/80 rule
7. Exempted Transactions under the Securities Act of 1933 Answer:
Transactions by any person other than the issuer underwriter, or dealer and
Transactions by an issuer that do not involve a public ottering
8. Registration Statement with the SEC for IPO Answer: Signed by CEO, CFO, and
the majority of the board of directors
Contains the following infromation
1. Purpose of issue
2. Public ottering price
3. Underwriter's commissions or discounts
4. Promotion expenses
5. Expected use of the net proceeds of the issue to the company
6. Balance Sheet
7. Earnings statement for the last 3 years
8. Names, bios of oflcer, directors, underwriters and stockholders who own more than 10% of the
outstanding shares
9. Copy of underwriting agrrement
10. Copies of article of incorporation
9. The Cooling Off Period Answer: Registration can be ettective as early as 20 calendar
days after the SEC has received the registration statement
In this time period, no one can solicit sales but indication of interest can be solicited with a red herring
Series 65 Exam Prep
Comprehensive
Questions (Frequently
Tested) with Verified
Answers Graded A+
, Contact for further consultation
1. Definition of Security Answer: 1. Investment of money
2. In a common enterprise
3. With an expectation of profit
4. Results solely from the ettorts of others
2. What are considered securities? Answer: 1. Stock
2. Bond
3. Debenture
4. Right or warrant
5. Note
6. Put, call, straddles, privileges on securities or other option
7. Limited Partnership interest
8. Certificate of interest in a profit-sharing agreement
9. Treasury Stock
10. Evidence of indebtedness
11. Collateral Trust certificates
12. Pre-organization certificates or subscriptions
13. Transferable shares
14. Investment Contracts
15. Voting trust certificates
16. Certificate of deposit for a security
17. Certificate of interest or participation in an oil, gas, or mining title or lease
3. What is Not a Security Answer: 1. Collectibles
2. Commodities such as precious metals, and grains, including future contracts
3. Condos used as a personal residence
4. Currency
5. Interest in a retirement plan such as an IRA or Keogh plan
6. An insurance or endowment policy or fixed annuity contract
4. Prospectus Answer: Any notice, circular, letter or communication, written or broadcast by radio or
television that otters any security for sale or confirms the sale of a security
5. Exempted Securities under the Securities Act of 1933 Answer: 1. Any
security issued or guaranteed by the US, any state, or any political subdivision of a state (all
, Contact for further consultation
fed gov issues and muni securities)
, Contact for further consultation
2. Any commercial paper that has a maturity at the time of issuance of no more than 270 days
3. Any security organized and operating for religious, educational, benevolent, fraternal or charitable
purposes
4. Any interest in railroad company trust
5. Any security issued by federal or state bank (DOES NOT INCLUDE BANK HOLDING COMPANIES)
6. Rule 147 Answer: Exempt under federal law but not under the Uniform Securities Act so will
probably have to register with the state
Rule 147 Issue Answer: Any security ottered and sold only to persons resident within a single state where
the issuer of such security is a person resident and doing business within such a territory.
80/80/80 rule
7. Exempted Transactions under the Securities Act of 1933 Answer:
Transactions by any person other than the issuer underwriter, or dealer and
Transactions by an issuer that do not involve a public ottering
8. Registration Statement with the SEC for IPO Answer: Signed by CEO, CFO, and
the majority of the board of directors
Contains the following infromation
1. Purpose of issue
2. Public ottering price
3. Underwriter's commissions or discounts
4. Promotion expenses
5. Expected use of the net proceeds of the issue to the company
6. Balance Sheet
7. Earnings statement for the last 3 years
8. Names, bios of oflcer, directors, underwriters and stockholders who own more than 10% of the
outstanding shares
9. Copy of underwriting agrrement
10. Copies of article of incorporation
9. The Cooling Off Period Answer: Registration can be ettective as early as 20 calendar
days after the SEC has received the registration statement
In this time period, no one can solicit sales but indication of interest can be solicited with a red herring
