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Series 63: Regulation of Securities & Issuers
Series 63 practice questionmediumInvestment contract vs. general partnership

An agent at William Blair is marketing an oil & gas general partnership in which each partner has substantial day-to-day control and decision-making power. Under the Uniform Securities Act, interests in this partnership are:

  1. AAlways securities because partnerships are included in the definition
  2. BNot securities, because there is no reliance on the efforts of others✓ Correct answer
  3. CSecurities if offered to more than 10 investors
  4. DSecurities if profits are shared
Explanation

Why BNot securities, because there is no reliance on the efforts of others

Interests where investors have direct management and control are not securities under the Howey test, as profits are not derived solely from the efforts of others. Options A, C, and D misstate the law—number of investors or profit sharing alone do not make something a security. See USA Sec. 401(13).

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