Series 65
Issuer - correct answer ✔✔Any person who issues or proposes to issue any security. Mostly businesses
or government entity.
Security (Determined by the Howey Case) - correct answer ✔✔1. The investment of money
2. In a common enterprise (Pooling)
3. With an expectation of profits
4. Results solely from the efforts of others
Exempted Securities - correct answer ✔✔1. Any security issued or guaranteed by the US, any state, or
political subdivision.
2. Any commercial paper with maturity <= 9 months. Used to increase net working capital and NOT for
purchase of fixed assets.
3. Security issued for religious, educational, benevolent, or charitable purposes.
4. Any interest in a railroad equipment trust.
Rule 147 - correct answer ✔✔Exempt under federal law, but not under state
1. Security must be sold to residents of one state. Principal residence in that state.
2. for 9 months, resell must be to residents of that state.
3. 80% of issuers gross revenue from that state.
4. 80% of proceeds used in that state
5. 80% of issuers assets in that state
80-80-80 rule
Exempted Transactions - correct answer ✔✔Transactions by any person other than the issuer,
underwriter, or dealer
, AND
Transactions by an issuer that do not involve public offering
1933 Act Protects investors - correct answer ✔✔requiring registration of new issues distributed
interstate
issuer to provide full and fair discolure
issuer make all material info available
regulating underwriting
criminal penalties for fraud in issuance of securities
During the cool off period, underwriters may not - correct answer ✔✔-take orders
-distribute sales literature or advertising material
-take indications of interest
-distribute preliminary prospectuses
-publish tombstone advertisements to provide information about the potential availability of the
securities.
Preliminary Red Herring Prospectus - correct answer ✔✔used to acquaint investors with essential facts
concerning the new issue. MUST have expected number of shares, estimate of price range per share.
CANNOT be
-confirmation of sale
-in place of a registration statement
-declare the final public offering
Final Effective Prospectus - correct answer ✔✔Summarizes the registration Statement. Must contain all
material facts in registration statement, but shorter.
Rule 482 Omitting Prospectus - correct answer ✔✔Mutual Fund Advertisements.
-any info in the advertisement must be taken from the regular prospectus
-the advertisement must state conspicuously from who prospectus may be obtained
Issuer - correct answer ✔✔Any person who issues or proposes to issue any security. Mostly businesses
or government entity.
Security (Determined by the Howey Case) - correct answer ✔✔1. The investment of money
2. In a common enterprise (Pooling)
3. With an expectation of profits
4. Results solely from the efforts of others
Exempted Securities - correct answer ✔✔1. Any security issued or guaranteed by the US, any state, or
political subdivision.
2. Any commercial paper with maturity <= 9 months. Used to increase net working capital and NOT for
purchase of fixed assets.
3. Security issued for religious, educational, benevolent, or charitable purposes.
4. Any interest in a railroad equipment trust.
Rule 147 - correct answer ✔✔Exempt under federal law, but not under state
1. Security must be sold to residents of one state. Principal residence in that state.
2. for 9 months, resell must be to residents of that state.
3. 80% of issuers gross revenue from that state.
4. 80% of proceeds used in that state
5. 80% of issuers assets in that state
80-80-80 rule
Exempted Transactions - correct answer ✔✔Transactions by any person other than the issuer,
underwriter, or dealer
, AND
Transactions by an issuer that do not involve public offering
1933 Act Protects investors - correct answer ✔✔requiring registration of new issues distributed
interstate
issuer to provide full and fair discolure
issuer make all material info available
regulating underwriting
criminal penalties for fraud in issuance of securities
During the cool off period, underwriters may not - correct answer ✔✔-take orders
-distribute sales literature or advertising material
-take indications of interest
-distribute preliminary prospectuses
-publish tombstone advertisements to provide information about the potential availability of the
securities.
Preliminary Red Herring Prospectus - correct answer ✔✔used to acquaint investors with essential facts
concerning the new issue. MUST have expected number of shares, estimate of price range per share.
CANNOT be
-confirmation of sale
-in place of a registration statement
-declare the final public offering
Final Effective Prospectus - correct answer ✔✔Summarizes the registration Statement. Must contain all
material facts in registration statement, but shorter.
Rule 482 Omitting Prospectus - correct answer ✔✔Mutual Fund Advertisements.
-any info in the advertisement must be taken from the regular prospectus
-the advertisement must state conspicuously from who prospectus may be obtained
