Unit 8 Missed

If a public customer plans to purchase stock in a company that has been listed on a stock exchange for the past year in a regular-way secondary transaction, when must the customer receive the prospectus?

- No prospectus delivery requirements for this transaction

An issuer of federal covered securities, whose registration is effective under the Securities Act of 1933, would use which of the following procedures to permit sales of its securities in a specific state?

- Notice Filing

Corporate debt securities (such as commercial paper) are exempt from registration under the Securities Act of 1933 if their maturities do not exceed how many days?

90 Days

Which of the following is not an issuer under the Uniform Securities Act?

A broker-dealer trading securities as an agent for the account of others

Under the Securities Act of 1933, the definition of prospectus includes which of these?

An offer of a security made in a personal letter .

Under the Uniform Securities Act, which of the following persons is responsible for proving that a securities issue is exempt from registration?

Issuer

Under the Uniform Securities Act, what is the requirement for a private placement to be considered an exempt transaction?

It is directed to no more than 10 noninstitutional persons in 12 consecutive months.

Which of the following statements regarding the antifraud provisions of the Uniform Securities Act (USA) is true?

No securities are exempt from the antifraud provisions of the act.

Under the Uniform Securities Act, the least active review of registration documentation is performed by state Administrators before which of the following becomes effective?

Notice Filing

Under the Uniform Securities Act, securities issued by which of the following entities are included in the definition of issuers of exempt securities?

State of Michigan City of Calgary, Alberta Securities issued by any state, Canadian province, or political subdivision thereof are considered exempt securities

Which of the following statements concerning transactions exempt from registration under the Uniform Securities Act is true?

The antifraud provisions of the Uniform Securities Act apply to exempt transactions

All of the following are exempt from state registration except

variable annuities issued by a major insurance company.

Under the Uniform Securities Act, which of the following is not a requirement for a preorganization subscription to be an exempt transaction?

- The offer of the security may not be advertised.

Which of the following is not a security?

A $1 million whole life insurance policy. Under the Uniform Securities Act, whole life insurance policies are not securities. Condominiums used as a personal residence are not securities, but when a rental pool arrangement exists, third-party management seeking a profit for the investor exists, which meets the Howey definition of an investment contract. Commercial paper is an example of a promissory note.

Under the Uniform Securities Act, which of the following is not a security?

A condominium purchased as a primary residence. A personal residence, whether a condominium or other single-family home, is real estate, not a security.

Under the Securities Act of 1933, the definition of prospectus includes which

An offer of a security made in an email communication

Which of the following financial instruments are considered securities under the Uniform Securities Act?

Collateral trust certificates Investment contracts, including interests in oil and gas drilling partnerships Options listed on the Chicago Board Options Exchange Foreign currency options contracts traded on the Philadelphia Stock Exchange

An intrastate offering is exempt from

Federal Registration

The Equity Protective Life Insurance Company (EPLIC) is authorized to do business in State K. As such, which of the following securities would be exempt from registration with the State K Administrator?

The issuance of three million shares of the company's $100 par value preferred stock

When using the process of registration by coordination under the Uniform Securities Act, issuers shall simultaneously submit to the state the documents filed with the SEC under

- the securities act of 1933

Included in the Uniform Security Act's definition of an exempt transaction would be any transaction by any of the following except

- trustee of an irrevocable trust

An issuer is planning to offer securities for sale in State A and several other states. Which of the following statements regarding registration in State A under the Uniform Securities Act is not true?

The Administrator may not, as a condition of registration by qualification or coordination, require the security to be deposited in escrow and the proceeds to be impounded until the issuer receives a specified amount.

The primary issue is :

a new offering of an issuer sold to investors

Under the Uniform Securities Act, all of the following are exempt transactions except

a sale of a primary offering registered with the SEC.

The Uniform Securities Act requires that a consent to service of process be filed by each of the following except

a trustee operating in a fiduciary capacity in the state.

A client of a broker-dealer calls his agent and submits an order to purchase 1,000 shares of a Peruvian copper mining company. As the order ticket is being prepared, the agent notices that this is a nonexempt unregistered stock. The agent should

continue to process the order because this is an exempt transaction.

Which method of securities registration would most likely be used to register an initial public offering that is intended to be offered for sale in several states?

- coordination

Which of the following statements regarding the differences between Rule 506(b) and Rule 506(c) of Regulation D of the Securities Act of 1933 are true?

Rule 506(c) offerings can be advertised, while Rule 506(b) offerings cannot. Rule 506(c) offerings are limited exclusively to accredited investors, while nonaccredited investors can participate in Rule 506(b) offerings.

An issuer wishing to comply with Regulation D of the Securities Act of 1933 must file Form D with the SEC

no later than 15 days after the first sale.

To be exempt under Rule 506(b) of Regulation D of the Securities Act of 1933, the sale of securities must be limited with respect to the number of

nonaccredited investors to whom the security is sold.

Which of the following statements regarding the private placement exemption under the USA are TRUE?

- There may be no more than ten offers to noninstitutional purchasers during any consecutive 12-month period. -The seller reasonably believes that the retail buyer is purchasing for investment only.

Under the Uniform Securities Act, when an IAR acting in the capacity of trustee of a family trust executes a transaction on behalf of the trust, it is

- a non exempt transaction

The National Securities Markets Improvement Act of 1996 (NSMIA), which amended the Uniform Securities Act, preempts state registration of federal covered securities. Under the NSMIA, all of the following are federal covered securities except

- municipal securities of an issuer within the state of issuance. (no way to regulate muni securities)

Under the Uniform Securities Act, commercial paper with a maturity of nine months or less, with a minimum denomination of $50,000, with a rating in the top three grades of a recognized rating agency

- need NOT to be registered as a security

Under the Securities Act of 1933, all of the following must sign a registration statement for a new issue of nonexempt securities except A)

- the managing underwriter of the issue

A credit union is issuing participation units in this state. Which of the following statements relating to the Uniform Securities Act is true?

The issue is subject to the antifraud provisions of the act.

Transactions meeting certain conditions are exempt from the Uniform Securities Act's registration and advertising filing requirements. Which of the following transactions does not meet those conditions to qualify as an exempt transaction?

The sale of U.S. government securities to a retail client's IRA by a registered government securities dealer

When the Uniform Securities Act (USA) refers to unsolicited orders, which of the following is true?

Unsolicited orders are defined as exempt transactions under the USA.

Under the registration provisions of the Uniform Securities Act, it is unlawful for an agent in the state to sell XYZ securities unless

XYZ is a federal covered security.