Series 65 - Unit 1
AKA Truth in Securities Act. - correct answer ✔✔1933 Act
Intrastate Offerings - 80/80/80 Rule Requires 80% of gross revenue must be derived from operations
within the state, 80% of proceeds from offerings must be used for business purposes within the state,
and 80% of issuers assets must be located within the state. 100% of the the purchasers must be within
the state - correct answer ✔✔Rule 147
Private Placements / Restricted Securities - do not have to be registered with SEC - correct answer
✔✔Reg D - Rule 506
Priavate Placements can sell to an unlimited number of accredited investors but only 35 non-accredited.
No Advertising - correct answer ✔✔506b
Private Placements can only sell to accredited investors. No non-accredited. May solicit - correct answer
✔✔506c
Accredited Investors - Include: Institutional, Officers or directors of issuers (control persons) or
individuals with greater than $1 mil in Net worth or $200K in annual income (separately) or $300K in
annual income (jointly) - correct answer ✔✔Rule 501
Must be filed with the SEC for non registered securities no later than 15 days after the first sale - correct
answer ✔✔Form D
Sale of Resitricted and Control Securities. Affiliated = Control. Stock can only be sold by filing form 144 -
correct answer ✔✔Rule 144
Stock, Bond, Debenture, Right or Warrant, Note, Put Call or other Option, LP Interest, Certificate of
Interest in profit sharing arrangement - correct answer ✔✔Define: Security
, Person who issues or proposes to issue a security - correct answer ✔✔Define: Issuer
Purchased from issuer with intent to sell. Does not include those who earn commission - correct answer
✔✔Define: Underwriter
includes a contract for sale or the disposition of a security for value - correct answer ✔✔Define: Sale
unregistered securities purchased in a private placement. Restricted from sale for a period. AKA letter
securities or legend securities - correct answer ✔✔Define: Restricted Securities
AKA: People Act. Created the SEC. Requires registration of brokers, dealers, reps and exchanges. Also
includes antifraud provisions - correct answer ✔✔1934 Act
Individual Registration, Requires fingerprint verification - correct answer ✔✔U-4
Self Regulatory Organization. a national securities exchange or a registered securities association such as
FINRA - correct answer ✔✔Define: SRO
Any person engaged in the business of effecting transactions in securities for the account of others (not a
bank) - correct answer ✔✔Define: Broker
Any person regularly engaged in the business of buying and selling securities for his own account -
correct answer ✔✔Define: Dealer
Any partner, officer, director of the broker dealer. Any person directly or indirectly controlling or
controlled by the broker dealer, including employees except those whose functions are solely clerical. -
correct answer ✔✔Define: Associated Person
A dealer who holds himself out as being willing to buy and sell a particular security for his own account
and on a regular or continuous basis. - correct answer ✔✔Define: Market Maker
AKA Truth in Securities Act. - correct answer ✔✔1933 Act
Intrastate Offerings - 80/80/80 Rule Requires 80% of gross revenue must be derived from operations
within the state, 80% of proceeds from offerings must be used for business purposes within the state,
and 80% of issuers assets must be located within the state. 100% of the the purchasers must be within
the state - correct answer ✔✔Rule 147
Private Placements / Restricted Securities - do not have to be registered with SEC - correct answer
✔✔Reg D - Rule 506
Priavate Placements can sell to an unlimited number of accredited investors but only 35 non-accredited.
No Advertising - correct answer ✔✔506b
Private Placements can only sell to accredited investors. No non-accredited. May solicit - correct answer
✔✔506c
Accredited Investors - Include: Institutional, Officers or directors of issuers (control persons) or
individuals with greater than $1 mil in Net worth or $200K in annual income (separately) or $300K in
annual income (jointly) - correct answer ✔✔Rule 501
Must be filed with the SEC for non registered securities no later than 15 days after the first sale - correct
answer ✔✔Form D
Sale of Resitricted and Control Securities. Affiliated = Control. Stock can only be sold by filing form 144 -
correct answer ✔✔Rule 144
Stock, Bond, Debenture, Right or Warrant, Note, Put Call or other Option, LP Interest, Certificate of
Interest in profit sharing arrangement - correct answer ✔✔Define: Security
, Person who issues or proposes to issue a security - correct answer ✔✔Define: Issuer
Purchased from issuer with intent to sell. Does not include those who earn commission - correct answer
✔✔Define: Underwriter
includes a contract for sale or the disposition of a security for value - correct answer ✔✔Define: Sale
unregistered securities purchased in a private placement. Restricted from sale for a period. AKA letter
securities or legend securities - correct answer ✔✔Define: Restricted Securities
AKA: People Act. Created the SEC. Requires registration of brokers, dealers, reps and exchanges. Also
includes antifraud provisions - correct answer ✔✔1934 Act
Individual Registration, Requires fingerprint verification - correct answer ✔✔U-4
Self Regulatory Organization. a national securities exchange or a registered securities association such as
FINRA - correct answer ✔✔Define: SRO
Any person engaged in the business of effecting transactions in securities for the account of others (not a
bank) - correct answer ✔✔Define: Broker
Any person regularly engaged in the business of buying and selling securities for his own account -
correct answer ✔✔Define: Dealer
Any partner, officer, director of the broker dealer. Any person directly or indirectly controlling or
controlled by the broker dealer, including employees except those whose functions are solely clerical. -
correct answer ✔✔Define: Associated Person
A dealer who holds himself out as being willing to buy and sell a particular security for his own account
and on a regular or continuous basis. - correct answer ✔✔Define: Market Maker
