Series 63-Ch.2

The type of state securities registration for an initial public offering that relies on the prospectus information filed with the SEC under Federal law is registration by: A. filing B. coordination C. qualification D. information

B

What is defined as a security under Uniform State Law? A. Fixed annuity B. Dividend on a stock C. Real Estate Investment Trust D. Real Estate Condominium

C

Misstatements of material fact in a securities registration are violations of the Act for all of the following persons EXCEPT: A. issuers B. directors of issuers C. underwriters D. agents

D

Registration by Qualification 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

A

Registration of a security in a State means that the: A issue may lawfully be offered in that State B information in the registration statement is complete, accurate and true C State Administrator has passed on the merits of the issue D the terms of the securities are valid and binding on the issuer

A

Federal covered securities are subject to all of the following EXCEPT: A SEC registration requirements B State registration requirement C SEC anti-fraud statutes D State anti-fraud statutes

B

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)

D

A corporation listed on the American Stock Exchange (NYSE American) wishes to distribute a stock dividend to its shareholders. Which statement is TRUE? A The issuer must register the shares in the State by Filing B The issuer must register the shares in the State by Coordination C The issuer must register the shares in the State by Qualification D The transaction is exempt and the shares do not have to be registered in the State

D

All of the following are defined as a "State" under the Uniform Securities Act EXCEPT: A Alaska B District of Columbia C Guam D San Juan Islands

D

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: I a new registration statement must be filed with the State, if it is within 6 months of the date of sale II an amendment must be filed, as long as it is within 6 months of the date of sale III an additional filing fee must be paid, but no late registration fee is required IV both an additional filing fee and a late registration fee must be paid A I and III B I and IV C II and III D II and IV

D

The term "sale" includes each: I contract of sale II disposition of an interest for value III gift of assessable securities A I only B II only C III only D I, II, III

D

If an issuer offers a Federal Covered security in a State, the State Administrator may: A. require the issuer to pay a filing fee in the State B. require the issuer to register the issue in the State C. deny the issuer the right to offer the security in the State if it is in the public good D. deny the issuer the right to offer the security in the State if the issuer has never offered securities in that State

A

The Administrator can deny an exemption to: I Not-for-Profit issues II Municipal issues III U.S. Government issues IV Agency issues A I only B I and II C III and IV D None of the above

A

An application to register securities may be filed by all of the following EXCEPT a(n): A. Broker-Dealer B. Investment Adviser C. Issuer D. Officer of the company who is selling shares that are personally owned

B

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

C

All of the following are exempt transactions under the Uniform Securities Act EXCEPT non-issuer transactions in stocks listed on the: A American Stock Exchange (NYSE American) B Toronto Stock Exchange C Mexico City Stock Exchange D NASDAQ Stock Market

C

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

C

Under the Uniform Securities Act, an offering of a limited partnership made to a bank trust department is: I a transaction that is exempt from registration II exempt from the advertising filing rules III exempt from the anti-fraud rules A I only B II only C I and II D I, II, III

C

Which security is NOT subject to registration under the Uniform Securities Act? A. Subordinated debentures of a Canadian Paper company B. Preferred stock of a bank holding company C. Equipment trust certificate of a railroad subject to Interstate Commerce Commission regulations D. Limited partnership investing in issues of Federally chartered savings and loans

C

Registration by Coordination in a State would MOST likely be used for which securities offering? A. Mutual fund shares registered under the Investment Company Act of 1940 B. Secondary offering of a company that is NASDAQ listed C. An initial public offering made under a Rule 147 Intrastate exemption D. Initial public offering of an issue that will be listed in the OTCBB

D

Which of the following securities can be registered by qualification in a State? A Direct Participation Program B Fractional Interest in an Oil and Gas Program C Voting Trust Certificates D All of the above

D

Registration by qualification becomes effective: A. 30 days after filing B. 90 days after filing C. concurrent with the registration statement filed with the SEC becoming effective D. on a date set by the Administrator

D

The State Administrator is supervised by the: A North American Securities Administrators Association B Governor of the State C Secretary of the State D Securities and Exchange Commission

C

Registration of a security in a State means all of the following EXCEPT: A. disclosure documents have been filed with the Administrator B. advertising and sales literature relating to the offering have been filed with the Administrator C. the Administrator has reviewed the content and completeness of the filing D. the Administrator has approved of the securities being offered

D

Registration of securities in a State by Coordination becomes effective: A. when the filing with the State is completed B. 2 business days after the filing with the State is completed C. 5 business days after the filing with the State is completed D. when the Federal registration becomes effective

D

Registration of securities in a State by Filing becomes effective: A 1 business day after the filing with the State is completed B 2 business days after the filing with the State is completed C 3 business days after the filing with the State is completed D 5 business days after the filing with the State is completed

D

The Administrator CANNOT require which of the following regarding federal covered securities offered in a State? A Filing of documents relating to the issue in the State B Notice filing for the issue in the State C Payment of a filing fee in the State D Registration of the issue in the State

D

All of the following are exempt securities under the Uniform Securities Act EXCEPT: A stock issued by a railroad subject to Interstate Commerce Commission regulation B bonds issued by a Federal Credit Union C bonds issued by the Canadian Government D stock issued by a corporation in an amount not exceeding $1,000,000

D

The Administrator, in regards to the registration of securities, may do all of the following EXCEPT: A impound the proceeds from the sale of the securities until the issuer receives a specified dollar amount B require the filing of original copies of confirmed subscription agreements C require the delivery of a prospectus D require that the state receive a portion of the offering proceeds as a condition of registration

D

Which of the following are defined as "federal covered securities"? I Common stock of a company listed on the NYSE II Bonds of a company listed on the NASDAQ III Common stock issued by an investment company IV Bonds of a company listed on the NYSE A I and III B II and IV C I and IV D I, II, III, IV

D

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 A I and III B I and IV C II and III D II and IV

D

An agent asks a customer to make an offer to sell a security to that agent's broker-dealer for value. Under the Uniform Securities Act, the agent has: A. offered to buy the security B. offered to sell the security C. contracted to buy the security D. contracted to sell the security

A

The Administrator may deny or revoke a securities registration by: A. order B. petition C. edict D. hearing

A

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

A

Under the Uniform Securities Act, if a broker-dealer receives an unsolicited customer order to buy a security for a customer, this is an: A. exempt transaction, whether the security involved is exempt or non-exempt B. exempt transaction only for transactions in exempt securities C. exempt transaction only for transactions in non-exempt securities D. exempt security

A

Registration of securities in a State by Filing becomes effective: A. 2 business day after the filing with the State is completed B. 5 business days after the filing with the State is completed C. 10 business days after the filing with the State is completed D. when the SEC registration becomes effective

B

Securities traded on the Midwest (Chicago) Stock Exchange are NOT exempt from which requirement of the Uniform Securities Act? A. Registration B. Anti-fraud C. Filing of advertising and sales literature D. All of the above

B

The Administrator alleges that an agent of an out-of-state broker-dealer solicited the sale of an unregistered security within that State. The broker-dealer must: A. provide evidence that the security was exempt from registration B. prove that the transaction was unsolicited C. terminate the agent D. all of the above

B

The Administrator can require all of the following regarding federal covered securities offered in a State EXCEPT: A. notice filing for the issue in the State B. registration of the issue in the State C. filing of documents relating to the issue in the State D. payment of a filing fee in the State

B

Registration of a security in a State means all of the following EXCEPT: A. disclosure documents have been filed with the Administrator B. the Administrator has reviewed the content and accuracy of the filing C. the Administrator has approved of the securities being offered D. the appropriate filing fees have been paid to the state

C

State registration of non-exempt securities is a requirement of the: A. Securities Act of 1933 B. Securities Exchange Act of 1934 C. Blue Sky Laws D. Uniform Transfer of Securities Act

C

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 A. I only B. I and II only C. I, III, and IV only D. I, II, III, IV

C

The Administrator: I is permitted to deny an exemption retroactively II cannot deny an exemption retroactively III can vacate a stop order retroactively IV cannot vacate a stop order retroactively A. I and III B. I and IV C. II and III D. II and IV

C

Under the Uniform Securities Act, an application to register securities may be filed by the: I Broker-Dealer II Agent III Issuer IV Person on whose behalf the offering is to be made A. III only B. I and IV only C. I, III, and IV D. I, II, III, IV

C

All of the following are exempt securities under the Uniform Securities Act EXCEPT: A. Treasury bonds B. Municipal bonds C. U.S. Government agency bonds D. Surety bonds

D

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

D

Which of the following information would NOT be found in a registration statement for a security that is going to be registered by qualification in a State? A. Current equity and debt capital of the issuer B. Description of issuer's business, product lines and competitive environment C. Use of proceeds of the offering D. Analysis of company profitability as compared to industry norms

D

Which of the following information would be found in a registration statement for a security that is going to be registered by qualification in a State? I Current equity and debt capital of the issuer II Description of issuer's business, product lines and competitive environment III Use of proceeds of the offering IV Offering terms A. I and III only B. II and IV only C. I, II, III only D. I, II, III, IV

D

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 A. I and III only B. II and IV only C. I, III, and IV D. I, II, III, IV

B

The Administrator may issue a stop order for a securities issue "in registration" for which of the following reasons? I The spread taken by the underwriters is excessive II The sale of the securities tends to work a fraud on investors III The issuer's business is illegal in that State IV The issuer's business is unproven in that State A. I and II only B. III and IV only C. I, II, III D. I, II, III, IV

C

The Administrator will give a specific response before the effective date for issues that are registered by: I Filing II Coordination III Qualification A. I and II B. II and III C. III only D. I, II, III

C

The Administrator: A. is empowered to issue stop orders retroactively and can vacate them retroactively B. is empowered to issue stop orders retroactively and cannot vacate them retroactively C. cannot issue stop orders retroactively but can vacate them retroactively D. cannot issue stop orders retroactively and cannot vacate them retroactively

C

Which issue would be subject to registration under the Uniform Securities Act? A. Harris Bank, selling an additional common stock offering B. Travelers Insurance Company, selling a debenture offering C. San Francisco, California, selling a general obligation bond offering D. Nanotech Corporation, (OTCBB listed), selling an additional common stock issue

D

Which of the following securities can be registered by qualification in a State? I Limited Partnership II Fractional Interest in an Oil and Gas Program III Certificate of Deposit for a security IV Real Estate Investment Trust A. I and IV only B. II and III only C. I, II, III D. I, II, III, IV

D

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 offering size. In order to do this, which statement is FALSE? A. A registration amendment must be filed with the State, if it is within 6 months of the date of sale B. The offering price can be increased C. An additional filing fee must be paid D. A late registration fee must be paid

B

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? A. There is no requirement for the securities involved to be registered in the State because they are being sold to a relative B. There is no requirement for the securities involved to be registered in the State because the transaction is exempt C. There is no requirement for the securities involved to be registered in the State because the securities are exempt D. The securities must be registered in the State

B

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

D

On January 2nd, an issuer files a registration statement with the State Administrator for a new issue of common stock. 14 months later, the offering has not been completed and the issuer wishes to continue selling the securities until all of the common shares have been placed with the public. Which statement is TRUE? A. The issuer can continue to sell the shares because the registration expires only when the sale is complete B. The issuer cannot continue the sale of the issue because each securities registration automatically expires after 180 days C. The issuer cannot continue the sale of the issue because each securities registration automatically expires after 12 months D. The issuer can continue to sell the shares because each securities registration never expires

A

To register an issue by filing, the issuer must be: I in business for the past 3 years II profitable for 2 of the past 3 years III in business for the past 5 years IV profitable for 2 of the past 5 years A. I and II B. I and IV C. II and III D. III and IV

A

Which of the following are federal covered securities? I Investment company issues II Insurance company issue III Bank company issues A. I only B. I and II C. II and III D. I, II, III

A

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

B

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

C

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

D

Under the Uniform Securities Act, the basic definition of a "security" is: A. an investment in a common enterprise for profit with management by a third party B. an undivided interest in a business enterprise with other parties C. an investment that is transferable to another person D. any investment made for profit

A

Under the Uniform Securities Act, the State Administrator has the power to deny registration to a: A. Federal Covered Adviser B. security issued by a not for profit organization C. security issued by a bank in the business of giving investment advice for compensation D. security issued by an insurance company organized under the laws of the state

B

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 A. I and II B. III and IV C. I and III D. I, II, III, IV

D

If the State Administrator determines that a securities offering has been made on unfair terms, he or she may do all of the following EXCEPT: A. suspend the registration statement without providing an opportunity for a hearing B. suspend the registration statement only if an opportunity for a hearing is provided C. notify the issuer of any proposed action D. take any actions based on findings of fact and conclusions of law

A

When a security is being registered in a State by coordination alongside a federal registration for that security being performed under the Securities Act of 1933, what information must be filed in the State? A. A consent to service of process, copies of the prospectus, and a copy of the articles of incorporation and bylaws B. A disclosure document that details the names and background of the company's directors covering the past 5 years, along with their salaries C. A copy of the prospectus in final form D. A notice filing

A

Which tax-advantaged product is NOT a security? A. Variable life insurance B. Variable annuity C. Fixed annuity D. Individual retirement plan

C

Which of the following is NOT defined as a security under the Uniform Securities Act? A. Variable annuity contract B. Unit investment trust C. Individual retirement account D. Commodity option contract

C

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 A. I and II only B. III and IV only C. II and III only D. I, II, III, IV

C

All of the following non-exempt securities offerings by an issuer in a State are offered in exempt transactions EXCEPT: A. the sale of an issuer's securities to underwriters that have no place of business in the State B. an offer of securities made to 8 institutional investors within the preceding 12 months where commissions will be paid C. an offer of pre-organization certificates made to 8 non-institutional investors where no commissions will be paid D. the sale of an initial public offering where a registration statement has been filed with the SEC within the preceding 10 business days

D

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 A. I and II only B. III and IV only C. II, III, IV D. I, II, III, IV

D

A car dealership located in State A has been experiencing a period of slow sales and wants to increase business. The general manager wants to do the following promotion: "Buy a new car from us and we will give you 100 shares of our parent company's stock." Which statement is TRUE about this promotion? A. This promotion constitutes an offer to sell securities in the State B. This promotion does not constitute an offer to sell securities because no payment is being made for the securities C. This promotion does not constitute an offer to sell securities because car dealerships are only subject to State franchise laws, not State securities laws D. This promotion is illegal and unethical under State law

A

Under the Uniform Securities Act, which of the following would be defined as a "sale"? A. The gift of an assessable security B. The distribution of a stock dividend to shareholders C. A corporate reorganization caused by the vote of shareholders resulting in a merger D. A judicially approved corporate reorganization

A

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 exempt from registration in the State III transaction is exempt in the State IV transaction is non-exempt in the State A. I only B. II and III only C. I, II, III D. I, II, III, IV

C

Under the Uniform Securities Act, registration of a security in a State means that: I disclosure documents have been filed with the Administrator II the Administrator has reviewed the content and accuracy of the filing III the Administrator has approved of the securities being offered A. I only B. II and III C. I and II D. I, II, III

C

Under the Uniform Securities Act, which of the following are defined as either a "sale" or an "offer to sell" common stock of an issuer? I Any offer to sell the common stock for value II Any solicitation of an offer to buy the common stock for value III The sale of a bond with detachable warrants to buy the common stock of that issuer IV The gift of the common stock to an employee of the issuer A. I only B. II and III only C. I, II, III D. I, II, III, IV

C

Under the Uniform Securities Act, which of the following are defined as securities? I Mortgages II Mortgage Bonds III Investment Contracts IV Variable Annuity Contracts A. I and II only B. III and IV only C. II, III, IV D. I, II, III, IV

C

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 A. I and II only B. III and IV only C. I, III and IV D. I, II, III, IV

C

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 A. I only B. I and II only C. II and III only D. I, II, III

D

Under the Uniform Securities Act, an investment adviser with no place of business in a State only does 1 trade in a non-exempt security in the State within a 12 month period. Which statements are TRUE? I The security must be registered in the State II No registration of the security is required because the transaction is exempt III The investment adviser must be registered in the State IV The investment adviser is not required to register in the State because it qualifies for a "de minimis" exemption A. I and III B. I and IV C. II and III D. II and IV

D

Under the Uniform Securities Act, for an account to be considered by the Administrator to be "institutional," it must: A. purchase only the securities of the United States Government or its agencies and political subdivisions B. have assets of at least $5,000,000 C. meet the definition of an "accredited investor" D. be designated as such by rule or order of the Administrator

D

Which of the following securities is/are exempt under the Uniform Securities Act? I Municipal bonds II Listed stocks III Bonds of a company listed on the New York Stock Exchange A. I only B. I and III only C. II and III only D. I, II, III

D

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 The transaction is defined as a "non-issuer" transaction IV Commissions may be paid to the broker effecting the transaction A. I and II only B. III and IV only C. I, II and IV D. I, II, III, IV

D

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 A. III only B. I and II C. II and III D. I, II, III

D

Which statement is TRUE regarding the anti-fraud provisions of the Uniform Securities Act? A Trades of securities issued by the U.S. Government are exempt from the anti-fraud provisions of the Act B Trades of securities issued by foreign governments or political subdivisions are exempt from the anti-fraud provisions of the Act C Trades of securities which are registered are exempt from the anti-fraud provisions of the Act D All securities trades, whether the issue is exempt or non-exempt, fall under the anti-fraud provisions

D

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 IV the Administrator has filed criminal charges that must be answered in a court of law A I and II only B III and IV only C I, II, III D I, II, III, IV

A

Which Act can be used to coordinate a securities registration filing under the provisions of the Uniform Securities Act? A. Securities Act of 1933 B. Securities Exchange Act of 1934 C. Securities Investor Protection Act of 1970 D. Securities Exchange Act Amendments of 1988

A

An existing customer of an agent who is registered in State A contacts the agent to inquire about purchasing 1,000 shares of XYZZ Corp. - a thinly traded stock that is sometimes quoted in the Pink Sheets. The agent attempts to locate the shares for the customer, but they are not available. Three weeks later, a new customer contacts the agent, asking him to sell 1,000 shares of XYZZ Corp. that he owns. The agent contacts the existing client to see if he is interested in purchasing these shares. This action is: A. a violation of the Uniform Securities Act B. considered to be an offer to sell made by the agent C. a conflict of interest that must be disclosed to the existing customer D. defined as a contract to buy the shares

B

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: A. Filing B. Qualification C. Coordination D. Administration

B

Limited partnership shares are sold to a bank. Under the provisions of the Uniform Securities Act of 1956, as amended, this transaction is subject to: I advertising filing requirements with the Administrator II anti-fraud provisions as promulgated in the Act III payment of filing fees with the State A. I and III only B. II only C. II and III only D. I, II, III

B

The President of a small company owns 100% of the company's stock. The President sells some of the company's stock to four employees and officers of that company without taking a commission. Under the Uniform Securities Act, the President is: A. considered to be an agent who must be registered B. selling securities in an exempt transaction, so no registration is required C. selling exempt securities, so no registration is required D. considered to be an issuer, and the shares must be registered

B

The State Administrator is supervised by: A. the State governor B. the State secretary C. NASAA D. the State treasurer

B

The basic definition of an "Administrator" is a person: A. who manages the assets of individuals for a profit B. designated to enforce the provisions of the Uniform Securities Act C. who provides investment advice for a fee D. designated to make investments for profit for a third party

B

Under the provisions of the Uniform Securities Act, the Administrator, in connection with a securities registration, is prohibited from revoking a: A. registration prior to providing an opportunity for a hearing B. registration retroactively C. statutory exemption in a specific sale of securities to a bank D. statutory exemption in a specific sale of securities to a broker-dealer

B

All of the following are defined as securities under the Uniform Securities Act EXCEPT: A. Warehouse receipts B. Preorganization certificates C. Whole life insurance policies D. Mortgage backed certificates

C

All of the following are exempt securities under the Uniform Securities Act EXCEPT: A. Treasury bonds B. Municipal bonds C. Corporate bonds D. U.S. Government agency bonds

C

An issuer that is listed on the NYSE is making an offering of convertible debentures. Under Uniform State Law, which statement is FALSE? A. The Administrator can require that the issuer make a notice filing in the State B. The Administrator can bring an enforcement action against the issuer if the offering is fraudulent C. The Administrator can subject the offering to State review and approval D. The Administrator can require the issuer to pay a filing fee in the State

C

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? A. The bonds are only exempt securities if the offer is made to church congregants in Illinois and not to the general public B. The bonds are only exempt securities when being offered to residents of the State of Illinois C. 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 D. The bonds are non-exempt securities that must be registered in each State where offered

C

Federal covered securities are exempt from: I SEC registration II State registration III SEC anti-fraud statutes IV State anti-fraud statutes A. I and II only B. III and IV only C. II only D. I, II, III, IV

C

Misstatements of material fact in a securities registration are violations of the Act for which of the following persons? I Issuer II Directors of the issuer III Underwriter IV Agents of the underwriter A. I and II only B. III and IV only C. I, II, III D. I, II, III, IV

C

Offers of pre-organization certificates are exempt under the Uniform Securities Act if which of the following are TRUE? I Commissions or other compensation may be received in connection with the offering II Commissions or other compensation may not be received in connection with the offering III Advertisements are permitted IV Advertisements are not permitted A. I and III B. I and IV C. II and III D. II and IV

C

Registration of a security in a State is required if the: A. security is exempt B. security is offered in an exempt transaction C. security has been registered with the Securities and Exchange Commission under the 1933 Act D. offering does not fall under the definition of a security

C

A broker-dealer has a place of business in State A does business exclusively in State A and is registered in the State. The broker-dealer has no office in State B and is contacted by a client in State B who wants to sell some securities that he inherited. State B has a de minimis rule for broker-dealers. The client is not interested in opening an account and only wants the broker-dealer to do this transaction and remit the proceeds to the customer. Which statements are TRUE? I In order to effect this transaction, the broker-dealer must be registered in State B II In order to effect this transaction, the broker-dealer is not required to be registered in State B III In order to effect this transaction, the securities involved must be registered in State B IV In order to effect this transaction, the securities involved are not required be registered in State B A. I and III B. I and IV C. II and III D. II and IV

D

All of the following are defined as "federal covered securities" EXCEPT: A. common stock of a company listed on the New York Stock Exchange B. debentures of a company listed on NASDAQ C. common stock issued by an open- end management company D. common stock issued by a company listed on the Over-the-Counter Bulletin Board

D

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

D

All of the following statements are true regarding the private placement exemption under Uniform State Law EXCEPT: A. offers can be made to no more than 10 persons in a 12 month period to qualify for the exemption B. all purchases must be made for long term investment C. no commissions may be paid to anyone other than for transactions with financial and institutional investors D. all payments made by subscribers must be deposited to an escrow account until the offering is completed

D

All of the following transactions are exempt under the provisions of the Uniform Securities Act EXCEPT: A. isolated non-issuer transactions B. transactions effected between an issuer and an underwriter C. unsolicited non-issuer transactions effected by a broker-dealer D. transactions effected between broker-dealers and the public

D

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 A. IV only B. I and II only C. III and IV only D. I, II, III, IV

D

If a registration is found to be incomplete, which of the following statements are TRUE? I The issuer must send the Administrator a complete new filing II The issuer must send the Administrator an amendment to the original filing III A new consent to service of process is required IV A new consent to service of process is not required A. I and III B. I and IV C. II and III D. II and IV

D

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

D

Under the Uniform Securities Act, the definition of "guaranteed" means that the security is guaranteed by another party as to payment of: I dividends II interest III principal A. I only B. II only C. III only D. I, II, III

D

A broker-dealer is registering a security in a State by coordination. In doing so, the broker-dealer files the necessary paperwork with the SEC and is compliant with the: A. Securities Act of 1933 B. Investment Advisers Act of 1940 C. Investment Company Act of 1940 D. ERISA of 1974

A

All of the following would be defined as a "sale" or "offer" under the Uniform Securities Act EXCEPT: A. a stock dividend given to existing shareholders B. a bonus of stock that is given for completing a securities purchase C. stock warrants given to purchasers of a debt offering D. subscription rights given to existing shareholders for a different class of securities than originally purchased

A

An agent tells a customer "I cannot sell you that stock, but if you want to buy it, let me know and I can sell it to you." The agent has attempted to induce a(n): A. offer to purchase from the customer B. offer to sell from the customer C. sale from the customer D. purchase from the customer

A

An investment adviser headquartered in State A with $150 million of assets under management recommends the purchase of a NASDAQ-listed issue to her customers. Which statements are TRUE? I The adviser is a federal covered adviser and is not required to be registered in the State A II The adviser is not a federal covered adviser and must be registered in State A III The security being recommended is an exempt security and is not required to be registered in State A IV The security being recommended is a non-exempt security and must be registered in State A A. I and III B. I and IV C. II and III D. II and IV

A

An officer of a company that wishes to register shares in a State in a "non-issuer" distribution, would rely on which registration procedure? A. Registration By Filing B. Registration By Qualification C. Registration By Coordination D. Registration By Administration

A

All of the following securities are subject to registration under the Uniform Securities Act EXCEPT: A. Subordinated debentures of a Canadian Paper company B. Preferred stock of a bank holding company C. Equipment trust certificate of a railroad subject to Interstate Commerce Commission regulations D. Limited partnership investing in issues of Federally chartered savings and loans

C

An "offer" or "offer to sell" would include which of the following? I A sale of a security II An offer of a security III An offer of an interest in a security IV The solicitation of an offer to buy a security A. I only B. II and III C. II, III, IV D. I, II, III, IV

C

A broker-dealer has a place of business in State A does business exclusively in State A and is registered in the State. The broker-dealer has no office in State B and is contacted by a client in State B who wants to sell some securities that he inherited. State B does not have a de minimis rule for broker-dealers. The client is not interested in opening an account and only wants the broker-dealer to do this transaction and remit the proceeds to the customer. Which statements are TRUE? I In order to effect this transaction, the broker-dealer must be registered in State B II In order to effect this transaction, the broker-dealer is not required to be registered in State B III In order to effect this transaction, the securities involved must be registered in State B IV In order to effect this transaction, the securities involved are not required be registered in State B A. I and III B. I and IV C. II and III D. II and IV

B

All of the following are defined as a "State" under the Uniform Securities Act EXCEPT: A. California B. British Columbia C. District of Columbia D. Puerto Rico

B

For offers of pre-organization certificates to be exempt under the Uniform Securities Act, the number of subscribers is limited to how many people? A. 1 person B. 10 people C. 20 people D. 35 people

B

A limited partnership unit was initially sold to an investor for $25,000. The unit is illiquid and there is no current market for the security. As part of the partnership agreement, the general partner has the right to assess the limited partners if the partnership suffers a cash shortfall. The investor wishes to give the partnership unit to a close friend as a birthday present. This action is: A. prohibited under the Uniform Securities Act B. permitted and will allow the investor to take a $25,000 charitable deduction C. permitted and is considered to be an offer of a security D. an unethical practice

C