Unit 8

Question 1

Registration statements for securities under the Uniform Securities Act are effective for

Answer 1

1 year after the effective date

Question 1

How Uniform Securities Act defines issuer

Answer 1

Any person who issues, or proposes to issue, a security

Question 2

What Rule 506(b) of Regulation D does

Answer 2

Provides a private placement exemption for securities sold to no more than 35 nonaccredited investors.

Question 3

Responsible for the administration of the Uniform Securities Act in a state

Answer 3

The Administrator

Question 4

8 Exempt securities under USA

Answer 4

Government/municipal securities, foreign government securities, depository institutions, insurance company securities, public utility securities, issues of non-profit organizations, securities of employee benefit plans, certain money market instruments

Question 5

Depository institutions

Answer 5

Bank/savings institution, federal savings/loan institution, credit union

Question 6

What amount of AUM investment advisor must reach to be registered with SEC

Answer 6

$110 million

Question 7

What is a federal covered security also exempt from

Answer 7

State registration

Question 8

What types of institutions are Institutional investors?

Answer 8

Banks, savings institutions, insurance/investment companies, and employee benefit plans

Question 9

What is required in a private placement instead of a prospectus

Answer 9

Offering document

Question 10

Promissory note

Answer 10

A two-party agreement representing a promise to repay a specific sum on a specified date that, if it meets certain requirements, is exempt from registration

Question 11

How long are registration statements effective for?

Answer 11

One year from the effective date, unless the underwriter or issuer still has some unsold shares

Question 12

Registration by coordination

Answer 12

Form of state registration that coordinates state registration of a security with simultaneous federal registration of that security

Question 13

Under the Securities Act of 1933, when registering securities with the SEC, who must sign the registration statement?

Answer 13

CEO, CFO, Majority of the Board

Question 14

Criteria of commercial paper to not need registration as a security

Answer 14

1. Top three grades of a recognized rating service 2. 270 days or less to maturity 3. Face amounts of $50,000 or more

Question 15

3(c)(1) issuer

Answer 15

One whose outstanding securities are beneficially owned by not more than 100 persons

Question 16

3(c)(7) issuer

Answer 16

One whose outstanding securities are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers - no limit to these purchasers

Question 17

Qualified client

Answer 17

Person that has at least $1.1 million in assets under management and a net worth that the investment adviser reasonably believes is in excess of $2.2 million