Jurisdiction: Where is the offer made for U.S. Mail or Telephone? correct answers In two
states at most.
The state from which it originated and the state to which it is directed.
(For mail, not the state to which it may be forwarded).
Jurisdiction: Where is the offer made for Television or Radio? correct answers One state
only.
The state in which the camera or microphone is located)
Jurisdiction: Where is the offer made for Newspaper or Magazine? correct answers One state
or no state.
The state in which the newspaper or magazine is published, unless more than two-thirds of
the circulation is outside the state.
Exempt Issuers correct answers -US Government and Agencies
-Municipalities
-Non-profit, religious, educational and charitable organizations.
-Banks, Savings & Loans, and Trust companies.
-Railroads.
-Small business investment companies.
-Commercial Paper.
Exempt Transactions correct answers Reg D Rule 506 Private Placements (if):
-Only Sophisticated ivestors
-No more than 35 Non-Accredited Investors
-Buyer receives Offering Memorandum.
-Resale of security is restricted.
Rule 147 Interstate Offerings:
-100% purchasers in state.
-80% of company's assets are in state.
-80% of the company's business must be carried out in the state.
-80% of operations revenue is generated in the state.
Small-Issue Exemption- Reg A
-Less than $5 million raised during 12 month period.
*Offering Statement filed.
What is another word for tax rate? correct answers Marginal Rate (after the last dollar that
you earn each year is taxed at your marginal rate).
Open-End (Mutual Fund) correct answers Continuously issue new shares
-Common shares only
-Sold by prospectus.
Sold at NAV + sales charge (if any)
, Sponsor stands ready to redeem shares at the next calculated NAV (forward pricing)
Shares remain in the primary market.
Cannot be sold short.
Closed-End fund correct answers Usually do a one-time issuance of common shares.
-May issue preferred stock or bonds.
Shares may trade at a discount or premium to NAV (based on supply/demand) with a
commission or markup added.
Sponsor does not stand ready to redeem shares.
Shares trade in secondary market.
May be sold short.
Trust correct answers A legal arrangement in which an individual (creator) gives fiduciary
control of property to a person or institution (trustee) for the benefit of beneficiaries.
- Creator = Grantor, Donor, Trustor, Settlor, or Maker
Investment Company Act of 1940 correct answers Created to reduce abuses in the sales of
investment company securities.
Assures investors receive adequate and truthful information.
Three types of investment companies:
-Face Amount Certificate Companies.
-Unit Investment Trusts (UITs)
-Management Companies (two types)
*Open-End (mutual funds)
*Closed-End
The Investment Company Act of 1940 Identified 3 types of investment companies. What are
they? correct answers Face amount certificates, unit investment trusts, and management
companies (open- and closed-end).
What are the Rules and Regulations for the Investment Company Act of 1940? correct
answers Companies with more than 100 shareholders must register with the SEC.
Company must have a minimum net worth of $100,000 before offering shares publicly.
To change fund objectives, a majority vote of shares is required.
Certain communication related to investment company securities may be distributed prior to
prospectus delivery, provided the full prospectus is offered (Omitting Prospectus Rule).
What is a common use for a bypass trust? correct answers To pass assets from the 2nd
deceased parent to his children.
What is not accountable to the SEC according to the Act of 1934? correct answers National
Banks, as they are not regulated by the SEC.