USA- Securities Registration

For offers of pre-organization certificates to be exempt under the Uniform Securities Act, the number of subscribers is limited to how many people?

10

Under the Uniform Securities Act, a private placement is an offer where no commissions are paid, made to no more than: A 5 persons in a 12 month period B 10 persons in a 12 month period C 12 persons in a 10 month period D 15 persons in a 10 month period

10 persons in a 12 month period

To qualify for registration by coordination under the Uniform Securities Act, the issuer's securities must be concurrently registered under the provisions of the: sec act of

1933

Registration of securities in a State by Filing becomes effective: __ business days after the filing with the state is completed

5 b days

Registration by Coordination

A process that allows A security to be sold in a state. It is available to an issuer that files for the security's registration under the Securities Act of 1933 and files duplicates of the registration documents with the state administrator. The state registration becomes effective at the same time the federal registration statement becomes effective.

Registration by Filing

A process that allows a security to be sold in a state. Previously referred to as registration by notification, it is available to an issuer who files for the security's registration under the Securities Act of 1933, meets minimum net worth and certain other requirements, and notifies the state of this eligibility by filing certain documents with the state administrator. The state registration becomes effective at the same time the federal registration statement becomes effective.

Next Question:Which of the following securities is EXEMPT under the Uniform Securities Act? OTC issues AMEX (NYSE American) issues limited partnership issues mortgage bond issues

AMEX (NYSE American) issues

Registration by Coordination can be stopped by the Administrator if it is in the public interest and the: A applicant cannot show that the registration is not incomplete in any material respect B applicant can show that the registration is incomplete in any material respect C Administrator cannot show that the registration is not incomplete in any material respect D Administrator can show that the registration is incomplete in any material respect

Administrator can show that the registration is incomplete in any material respect

Which of the following does NOT qualify as an exempt transaction under the Uniform Securities Act? A A sale of common stock to an insurance company B A sale of preferred stock by an executor of an estate C A sale of an outstanding security that is listed on the New York Stock Exchange D An isolated sale of corporate bonds on behalf of an issuer

An isolated sale of corporate bonds on behalf of an issuer

Which transaction is included in the definition of an "offer to sell"? A A successful attempt to dispose of a security for value B A gift of a non-assessable security C A security given to a person as a "gift" with the sale of another security D An unexecuted contract to sell a security (an open order)

An unexecuted contract to sell a security (an open order)

Under the Uniform Securities Act, which transaction is allowed for exempt unregistered securities? A Primary offerings B Secondary offerings C Both primary and secondary offerings D Neither primary nor secondary offerings

Both primary and secondary offerings

Misstatements of material fact in a securities registration are violations of the Act for which of the following persons? I Broker-dealer underwriting the securities II Agents of the broker-dealer underwriting the securities III Issuer of the securities IV Directors of the issuer of the securities

I ,III, Iv

Which of the following are considered to be an "offer to sell" a security? I An offer of a security that will be given as consideration for the purchase of another security II An offer of the gift of an assessable security III An offer of a stock dividend by an issuer to holders of that security IV The offer of rights to purchase an underlying security

I An offer of a security that will be given as consideration for the purchase of another security II An offer of the gift of an assessable security IV The offer of rights to purchase an underlying security

Which of the following are exempt securities, or are excluded from the definition of a security, under the Uniform Securities Act? I Common stock of a New York Stock Exchange listed issuer II Common stock of a Canadian mining company III Contracts requiring periodic payments of fixed amounts into fixed annuities IV Endowment contracts

I Common stock of a New York Stock Exchange listed issuer III Contracts requiring periodic payments of fixed amounts into fixed annuities IV Endowment contracts Common stock of a New York Stock Exchange listed issuer is exempt from registration under State law under the "blue chip" exemption. While Canadian government bonds are also exempt, the issues of Canadian companies are non-exempt and must be registered. Fixed annuities and contracts to buy fixed annuities are not defined as securities. Finally, endowment contracts are excluded from the definition of a security because they are an insurance product and hence, are not registered.

The anti-fraud provisions of the Uniform Securities Act apply to: I Exempt Securities II Exempt Transactions III Non-Exempt Securities IV Non-Exempt Transactions

I Exempt Securities II Exempt Transactions III Non-Exempt Securities IV Non-Exempt Transactions

Which of the following are defined as securities under the Uniform Securities Act? I Fractional interests in Oil and Gas Programs II Multilevel Distributorship Arrangements III Variable Annuity Contracts IV Fixed Annuity Contracts

I Fractional interests in Oil and Gas Programs II Multilevel Distributorship Arrangements III Variable Annuity Contracts

Which of the following are federal covered securities? I Investment company issues II Insurance company issue III Bank company issues

I Investment company issues

The Administrator can deny an exemption to: I Not-for-Profit issues II Municipal issues III U.S. Government issue sIV Agency issues

I Not-for-Profit issues

The Administrator can require which of the following regarding federal covered securities offered in a State? I Notice filing for the issue in the State II Registration of the issue in the State III Filing of documents relating to the issue in the State IV Payment of a filing fee in the State

I Notice filing for the issue in the State III Filing of documents relating to the issue in the State IV Payment of a filing fee in the State

Federal covered securities are subject to which of the following? I SEC registration requirements II SEC anti-fraud statutes III State registration requirements IV State anti-fraud statutes

I SEC registration requirements II SEC anti-fraud statutes IV State anti-fraud statutes

Which of the following securities is/are EXEMPT under the Uniform Securities Act? I Savings and loan association stock II Municipal industrial revenue bonds III Bonds issued by a company listed on the Midwest (Chicago) Stock Exchange

I Savings and loan association stock II Municipal industrial revenue bonds III Bonds issued by a company listed on the Midwest (Chicago) Stock Exchange Exempt securities under the Act include securities issued by Savings and Loans; municipal bonds, including industrial revenue bonds; and the securities of companies listed on stock exchanges (a "blue chip" exemption). Also note that the securities of issuers listed on the major exchanges (NYSE, AMEX (NYSE American) and NASDAQ) are now federal covered securities and cannot be required to be registered in the State.

Which of the following statements are TRUE about unsolicited customer transactions effected through a broker-dealer? I The Administrator may require that the customer acknowledge the transaction with a written statement II The transaction is exempt under State law III No commissions may be paid to the broker effecting the transaction IV The transaction is defined as a "non-issuer" transaction

I The Administrator may require that the customer acknowledge the transaction with a written statement II The transaction is exempt under State law IV The transaction is defined as a "non-issuer" transaction

Which of the following would be defined as either an "offer to sell" or a "sale" of a security? I The gift of an assessable security II The gift of a non-assessable security III The giving of a security as a bonus in consideration for the purchase of securities IV The pledge of securities, creating a security interest as collateral for a loan

I The gift of an assessable security III The giving of a security as a bonus in consideration for the purchase of securities

Which of the following are defined as securities under the Uniform Securities Act?' I Warehouse receipt II Collateralized Mortgage Obligation III Fixed Annuity Contract IV Pre-organization certificate

I Warehouse receipt II Collateralized Mortgage Obligation IV Pre-organization certificate

A security cannot be offered in a state unless it: I has been registered in the state II is a federal covered security, in which case no registration is required III is an exempt security, in which case no registration is required IV is offered in an exempt transaction, in which case no registration is required

I has been registered in the state II is a federal covered security, in which case no registration is required III is an exempt security, in which case no registration is required IV is offered in an exempt transaction, in which case no registration is required

Under the Uniform Securities Act, if an offer of not-for-profit "church" bonds is to be made in a State: I the Administrator can require that a Notice Filing be made in the State II the Administrator can require that the issue be Registered by Coordination in the State III the Administrator can require the filing of any promotional materials used in connection with the offer and sale of the issue IV the Administrator can disallow the exemption without providing any reason for such a denial

I the Administrator can require that a Notice Filing be made in the State III the Administrator can require the filing of any promotional materials used in connection with the offer and sale of the issue

Upon entry of a "stop order" denying a security's exemption, the Administrator must notify those affected by the order that: I the order has been entered and the reasons therefor II within 15 days of written request, the matter will be set down for a hearing III sale of the issue may continue until any charges are proven

I the order has been entered and the reasons therefor II within 15 days of written request, the matter will be set down for a hearing

the effectiveness of a registration may be summarily postponed or suspended as long as the Administrator: I upon entry of the order promptly notifies each person specified II files a copy of the order in each State where the security has been offered III gives the reasons for the postponement or suspension IV within 5 days after the receipt of a written request from a person that is the subject of the order, sets the matter down for a hearing

I upon entry of the order promptly notifies each person specified III gives the reasons for the postponement or suspension

For the offering of a pre-organization certificate to be exempt under the Uniform Securities Act, which statements are TRUE? I Commissions or other compensation may be received in connection with the offering II Advertisements are permitted III The offering cannot be made to more than 10 investors

II . III

Which of the following would be defined as a "sale" or "offer" under the Uniform Securities Act? I A stock dividend given to existing shareholders II A bonus of stock that is given for completing a securities purchase III Stock warrants given to purchasers of a debt offering IV Subscription rights given to existing shareholders for a different class of securities than originally purchased

II A bonus of stock that is given for completing a securities purchase III Stock warrants given to purchasers of a debt offering IV Subscription rights given to existing shareholders for a different class of securities than originally purchased

Which statements regarding registration of a security in a State are FALSE? I Registration is effective for a time period of 1 year II Once registration is declared effective in a State, it is effective in any other State in which a registration statement is filed III A registration statement can be filed in a State by a person other than an issuer IV To maintain registration in a State quarterly and annual financial statements must be filed with the Administrator

II Once registration is declared effective in a State, it is effective in any other State in which a registration statement is filed IV To maintain registration in a State quarterly and annual financial statements must be filed with the Administrator

Which of the following securities issues MUST be registered in a State? I Common shares of a public utility II Subordinated debentures of a bank holding company listed in the Pink Sheets III Common shares of an industrial company listed in the OTCBB IV Investment company securities

II Subordinated debentures of a bank holding company listed in the Pink Sheets III Common shares of an industrial company listed in the OTCBB

An agent tells a customer: "Since I am not registered in your State, I cannot contact you and ask you to buy a security. However, you can call me and ask me to sell it to you, since then I am not soliciting you." Under the Uniform Securities Act: II The agent is soliciting an offer to from the customer IV The agent's actions are prohibited / permitted

II The agent is soliciting an offer to buy from the customer IV The agent's actions are prohibited

The Administrator may NOT deny effectiveness to a securities registration if: I the application contains incomplete statements of material fact II an officer of the issuer has previously filed for bankruptcy III the issuer's enterprise is illegal in the State IV the issuer's liabilities exceed assets

II an officer of the issuer has previously filed for bankruptcy IV the issuer's liabilities exceed assets

Under the Uniform Securities Act, a registration statement which has been filed for a security: I is effective for 90 days II is effective for 1 year III remains in effect for as long as the security is actively offered IV remains in effect if a "stop" order is issued by the Administrator

II is effective for 1 year III remains in effect for as long as the security is actively offered

Under the Uniform Securities Act, a "sale" of a security has occurred if a: I stock dividend is paid II listed option is exercised III gift of assessable stock is made IV loan of stock is made to a short seller

II listed option is exercised III gift of assessable stock is made

All of the following are defined as securities under the Uniform Securities Act EXCEPT: A Real Estate Condominium Investments B Voting Trust Certificates C Individual Retirement Accounts D Commercial Paper

Individual Retirement Accounts

Which of the following securities is NOT exempt from the registration requirements of the Uniform Securities Act? A U.S. Government Bonds B Debentures of a New York Stock Exchange listed company C Stock issued by a charitable corporation D Limited Partnership Interests

Limited Partnership Interests

What is a "seasoned security"?

One that has substantial trading activity across a wide diversity of shareholders and publicly available marketplace information

federal covered security is registered w and under the sec act of

SEC 1933

Bonds issued by a church located in Sullivan County, in the State of Indiana, are being offered to congregants of affiliated churches in the State of Illinois. Which statement is TRUE? the bonds are / are not exempt securities

The bonds are only exempt securities in either Indiana or Illinois, as long as a notice filing specifying the material terms of the offer is made in the State

A broker-dealer offers securities in a State which, upon the advice of legal counsel, the broker-dealer believed to be exempt from that State's registration requirement. The Administrator issues a stop order and denies the exemption to the issue. A customer who bought the issue brings suit in a court of law against the broker-dealer. Which statement is TRUE? A The legal opinion offered by legal counsel shields the broker-dealer from any liability to purchasers of the issue B The customer may bring suit against the legal counsel for rendering a defective opinion; but cannot bring suit against the broker-dealer C The court will refer the case to the State Administrator for resolution D The broker-dealer is liable despite the fact that it believed, in good faith, that it was making an offering exempt securities

The broker-dealer is liable despite the fact that it believed, in good faith, that it was making an offering exempt securities

Robert is an agent registered in the State of New York, with most of his clients living in the Buffalo area. He has a client who has inherited stock of a Canadian bank listed on the Toronto Stock Exchange and the client wishes to sell these securities to his relatives in Toronto. Which statement is TRUE about this transaction under the provisions of the Uniform Securities Act?

There is no requirement for the securities involved to be registered in the State because the transaction is exempt

Which of the following is NOT defined as a Federal Covered security and must be registered in the State under the Uniform Securities Act? A Federally unregistered common shares of ADAP Corp. offered to 11 accredited investors under Regulation D B Federally registered preferred shares of ADAP Corp. that are trading on the American Stock Exchange (NYSE American) C Common shares of ADAP Fund, a mutual fund registered under the Investment Company Act of 1940 D Working interests in an oil income direct participation program offered to potential 14 partners in that State

Working interests in an oil income direct participation program offered to potential 14 partners in that State

registration by qualification

a method of registering securities in a State, this is used by new companies that have never previously registered securities with the State. This is the most rigorous method of registering securities, since there are no previous filings on which the Administrator can rely. Registration becomes effective when the Administrator so determines. (compare Registration by Coordination, Registration by Filing)

Under the Uniform Securities Act, an "offer" or "offer to sell" include all of the following EXCEPT: A an offer of a security B a sale of a security C the solicitation of an offer to buy a security D an offer of an interest in a security

a sale of a security

Under the Uniform Securities Act, the person who is designated to enforce the Act's provisions is termed the:

adminstrator of each state

An application to register securities may be filed by all of the following EXCEPT a(n): A Broker-Dealer B Agent C Issuer D Person on whose behalf the offering is to be made

agent

Filing of advertising with the Administrator is NOT required for: I U.S. Government securities II Municipal securities III Investment company securities IV NYSE-listed securities

all

The Administrator, in regards to the registration of securities, may: I impound the proceeds from the sale of the securities until the issuer receives a specified dollar amount II require the filing of original copies of confirmed subscription agreements III require the delivery of a prospectus IV require that the issuer file quarterly reports of sales of the issue

all

The term "sale" includes each: I contract of sale II disposition of an interest for value III gift of assessable securities

all

Under the Uniform Securities Act, it is unlawful for any person to offer or sell any security in a State unless the: I security is registered in the State II security is a federal covered security, in which case no registration is required III security is exempt from registration in the State IV transaction is exempt in the State

all

Which of the following securities are EXEMPT under the Uniform Securities Act? I Industrial Loan Association Issues II Insurance Company Issues III Federal Credit Union Bank and Savings and Loan Issues

all

Which of the following securities can be registered by qualification in a State? I Direct Participation Program II Fractional Interest in an Oil and Gas Program III Voting Trust Certificates IV Pre-organization Certificates Limited Partnership CD

all

Which of the following statements are TRUE regarding private placements under the Uniform Securities Act? I No commissions can be paid for sales to individual investors II No more than 10 prospective investors may be contacted III General advertising is prohibited

all

Which of the following is (are) defined as federal covered securities? I Common stock of ABC Corp. - which is listed on the NYSE II Preferred stock of ABC Corp. - whose common stock is listed on the NYSE III Bonds of ABC Corp. - whose common stock is listed on the NYSE

all of them

An issuer has filed a registration statement in a State for a new issue of securities that is effective and sale of the issue has started. The issuer finds that there is great demand for the offering and wishes to increase the number of shares being issued. In order to do this, a(n):

amendment must be filed, as long as it is within 6 months of the date of sale along with the payment of an additional filing fee and a late registration fee

the adminstrator cannot / can issue stop orders retroactively but cannot/ can vacate them retroactively

cannot issue stop orders retroactively but can vacate them retroactively

which is not a security? warrant right commodity futures contract ADR

commodity futures contract

If a new securities issue is being registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, the easiest method of State registration is Registration by: coordination qualification filing certification

coordination ie: Initial public offering of an issue that will be listed in the OTCBB Under Registration by Coordination, the filing information given to the Securities and Exchange Commission for Federal registration is filed with the State. When the Federal registration becomes effective, the State registration is effective. Note that registration by filing (or notification) cannot be used for new issues. It is only available for issuers that have already registered securities in the State.

Under the Uniform Securities Act, the term "guarantee" would apply to: A portfolio diversification B internal rate of return C portfolio management D dividends, principal and interest

dividends, principal and intere

Which of the following is a non-exempt security under Uniform State Law? NASDAQ listed issues Church bonds Equipment Trust Certificates Corporate bonds offered to fewer than 5 investors

exchange and NASDAQ listed issues are exempt securities in that State; as are not-for-profit issues and equipment trust certificates (which are issued by common carriers subject to I.C.C. regulation). Corporate bonds of issuers that are exchange listed are exempt securities as well - but there is no mention of this in Choice D. Corporate bonds offered to 5 or fewer investors would qualify as an exempt transaction; not as an exempt security.

If a broker-dealer receives an unsolicited customer order to buy a security for a customer, this is a(n):

exempt transaction

Next Question:Under the Uniform Securities Act, the sale of securities to financial and institutional investors is known as a(n): A exempt transaction B blue chip exemption C de minimis exemption D private placement exemption

exempt transaction

Under the Uniform Securities Act, if a broker-dealer receives an unsolicited customer order to buy a security for a customer, this is an: non / exempt transaction where the security involved is / isn't exempt

exempt transaction, whether the security involved is exempt or non-exempt

Under the Uniform Securities Act, all of the following would be defined as an unsolicited transaction EXCEPT a(n): A new customer calling an agent for the first time with directions to place a buy order for a specific security B existing customer calling an agent with directions to place a buy order for a specific security that has not been recommended by that firm C existing customer placing an order to buy a security after receiving a preliminary prospectus about the issue from the broker-dealer D existing customer placing an order to buy a security from the broker-dealer after seeing a tombstone advertisement for the issue in the newspaper

existing customer placing an order to buy a security after receiving a preliminary prospectus about the issue from the broker-dealer

Registration by Coordination permits simultaneous State registration of securities when the SEC registration: filed under the provisions of the Securities Act of 1933 becomes effective B filed under the provisions of the Securities Exchange Act of 1934 becomes effective C filed under the provisions of the Investment Company Act of 1940 becomes effective D filed under the provisions of the Uniform Securities Act becomes effective

filed under the provisions of the Securities Act of 1933 becomes effective

An officer of a company that wishes to register shares in a State in a "non-issuer" distribution, would rely on which registration procedure? registration by

filing

All of the following conditions must be met for an investment to be defined as a "security" under the Uniform Securities Act EXCEPT: A investment in a common enterprise B expectation of earning a profit C management by a third party D guaranteed rate of return

guaranteed rate of return

Under the Uniform Securities Act, all of the following transactions are exempt EXCEPT an offer of securities made to a(n): A insurance company B individual with a $1,000,000 net worth C broker-dealer D savings institution

individual with a $1,000,000 net worth

A security is exempt from registration in a State if it is sold in a(n): A issuer transaction B non-issuer transaction C isolated issuer transaction D isolated non-issuer transaction

isolated non-issuer transaction

The Administrator, by order, can deny any exemption from registration for all of the following EXCEPT a(n): A municipal bond issued by another state, sold in the Administrator's state B isolated non-issuer transaction C transaction with a bank trust department D private placement

municipal bond issued by another state, sold in the Administrator's state

The Administrator may deny or revoke a securities registration by:

order

All of the following securities are exempt from registration under the Uniform Securities Act EXCEPT: unlisted debentures of a company whose common stock is listed on the NASDAQ market equipment trust certificates issued by a railroad subject to ICC regulation common stock issued by savings and loans preferred stock issued by industrial corporations

preferred stock issued by industrial corporations

Registration by Qualification would most likely be used for a(n): A issue that is being registered in another State B issue that is being registered with the SEC C secondary offering from an established company D primary offering from a new company

primary offering from a new company

If an initial public offering of a security is going to be sold only in one State, the registration procedure to be used is Registration by: filing qualiifcation coordination administration

qualification

The Administrator will give a specific response before the effective date for issues that are registered by:

qualification

The term "blue skying" a new issue refers to:

registering the issue in each State where the securities will be offered to customers

To use Registration by Coordination, an issuer must file a registration statement with the: admin of another state sec none both

sec

Registration by Filing would most likely be used for a(n): A issue that is being registered in another State B issue that is being registered with the SEC C secondary offering from an established company D primary offering from a new company

secondary offering from an established company

The Administrator is empowered to require the registration of a: A municipal bond of another State sold in that State B U.S. Government bond sold in that State C Federal covered security sold in that State D security sold in an exempt transaction in that State

security sold in an exempt transaction in that State

The sale of securities to an insurance company is exempt under the Act under the: A blue chip exemption B exempt security C sophisticated investor exemption D non-issuer exemption

sophisticated investor exemption

an issuer has filed in a State to register a new issue by coordination. The registration has been stopped by the Administrator. Now the Administrator has vacated the stop order. This situation could occur if: the offering is being made in violation of State law and the SEC has granted effectiveness to the Federal registration the Administrator serves upon all named parties a copy of the order and notifies the parties of their right to request a hearing the registrant has failed to pay required filing fees but the registrant has remedied the situation it is in the public interest for the Administrator to vacate the stop order

the registrant has failed to pay required filing fees but the registrant has remedied the situation

State registration of a security registered by qualification becomes effective:

when the admin determines filing : 5 days coordination: SEC