Exam Questions and CORRECT Answers
SECURITIES ACT OF 33 - CORRECT ANSWER - WRITTEN BC OF 29 CRASH, TO
CURB NEW ISSUE MARKETPLACE - PRIMARY MARKET
SECURITIES EXCHANGE ACT OF 34 - CORRECT ANSWER - TO STOP
MANIPULATIVE PRACTICES IN SECONDARY MARKET
TRUST INDENTURE ACT OF 1939 - CORRECT ANSWER - PASSED TO
SAFEGUARD CORP BOND HOLDERS BY MAKING ISSUER APPOINT TRUSTEE
INVESTMENT COMP ACT OF 1940 - CORRECT ANSWER - REGULATE INVEST
COMPANIES AND PURCHASERS OF THEIR SECURITIES
SECURITIES INVESTOR PROTECTION ACT OF 1970 - CORRECT ANSWER -
PASSED TO PROTECT CUSTOMER FUNDS WHEN BROKERAGE FAILS
SEC ACTS AMENDMENTS OF 75, 88 - CORRECT ANSWER - IN 75, SEC ACTS
WERE MADE "MORE CURRENT" AND IN 88 THE 1934 ACT WAS AMENDED BECAUSE
OF INSIDER TRADING
SARBANES OXLEY ACT OF 2002 - CORRECT ANSWER - PASSED IN RESPONSE
TO CORPORATE SCANDALS IN CRASH OF 2000
SEC ACT OF 33 - CORRECT ANSWER - APPLIES TO NON-EXEMPT ISSUES
REQUIRES PROSPECTUS
FULL AND FAIR DISCLOSURE
,REGISTRATION STATEMENT - CORRECT ANSWER - ACT OF 33, FIRM MUST
REG WITH SEC BEFORE SELLING SECURITY
CANNOT DURING 20 DAY COOLING OFF PERIOD - CORRECT ANSWER - NO
SALES
NO ADS
NO RECOMMENDATIONS
NO SOLICITED ORDERS
CAN DURING 20 DAY COOLING PERIOD - CORRECT ANSWER - DISTRIBUTE
PRELIMINARY PROSPECTUS
DRAW UP INTERESTED CUSTOMER LIST
EFFECTIVE DATE - CORRECT ANSWER - FIRST DATE AFTER 20 DAY COOLING,
PROVIDED FIRM HAS COMPLIED WITH SEC INFO REQUESTS
90 DAY PROSPECTUS DELIVERY - CORRECT ANSWER - IF FIRST EVER ISSUE
AND NOT LISTEN ON EXCHANGE, DISTRIBUTE PROSPECTUS FOR 90 DAYS
40 DAY PROSPECTUS DELIVERY - CORRECT ANSWER - IF SECOND ISSUE AND
NOT LISTED ON EXCHANGE, DISTRIBUTE PROSPECTUS FOR 40 DAYS
25 DAY PROSPECTUS DELIVERY - CORRECT ANSWER - IF IPO ON EXCHANGE
THEN DELIVER PROSPECTUS FOR 25 DAYS
OMISSION OR MISTATEMENT OF MATERIAL FACT - CORRECT ANSWER -
FRAUD ON PROSPECTUS - ANYBODY IN SUPPLY CHAIN OF PRODUCT CAN BE
HELD RELIABLE
, REGULATION A - CORRECT ANSWER - EZ REG RULE - QUICK REG FOR
OFFERING UP TO 50mm - INTENDED TO MAKE CAPITAL RAISING EASY - LESS
COSTLY FOR STARTUPS
RULE 415 - CORRECT ANSWER - EZ REG RULE - QUICK REG RULES FOR
SEASONED ISSUERS
REG A TIER 1 - CORRECT ANSWER - GOOD FOR UP TO 20MM IN 12 MONTHS,
NO AUDITED FIN STATEMENTS
REG A TIER 2 - CORRECT ANSWER - GOOD FOR OFFERINGS UP TO 50mm FOR
12 MONTHS, FIN STATEMENTS MUST BE AUDITED
FORM S1-A - CORRECT ANSWER - EASY REG FORM UNDER REG A -
FOLLOWED BY 20 DAY COOLING, THEN GOOD TO GO
OFFERING CIRCULAR - CORRECT ANSWER - EQUIVALENT OF PROSPECTUS
FOR REG A - MUST BE DELIVERED W/I 48 HOURS
TEST THE WATERS PERMIT - CORRECT ANSWER - SPECIAL ABILITY UNDER
REG A TO DISTRIBUTE PROMO MATERIALS DURING 20 COOLING
REG A PURCHASE LIMIT ON TIER 2 INVESTORS - CORRECT ANSWER - NON
ACCREDITED INVESTORS CANNOT BUY MORE THAN 10% OF INC. OF REG A
OFFERING
RULE 415 - SHELF REG - CORRECT ANSWER - 3 YEAR WINDOW FOR
PREVIOUSLY REG'ED COMPANIES TO RE-SELL - NO COOLING OFF - GIVE 2 DAY
ADVANCE NOTICE TO SEC
EXEMPT ISSUES - CORRECT ANSWER - SOME ISSUES ARE EXEMPT FROM THE
SEC ACT OF 33