The exemption from registration for transactions not involving any public offering is the so-called private placement provision found in Section 4(2) of the Act and SEC Rule:

a.10b-5.

b.505.

c.506.

d.504.

QUESTION 2

1. Which of the following are exempt transactions for issuers under the 1933 Act?
2. a.Private placements
3. b.Limited offers not exceeding $5 million under Role 505 or $1 million under Rule 504
4. c.Limited offers solely to accredited investors
5. d.All of these.

QUESTION 3

1. The antifraud provisions of the 1934 Act would prohibit which of the following?
2. a.Lying about the value of the firm's assets to sell stock
3. b.Not disclosing the salaries of secretaries of a large firm whose stock is being sold
4. c.Telling about the bad health of the CEO in a transaction to purchase stock
5. d.Disclosing that the firm has discovered oil on its property in order to sell stock

QUESTION 4

1. Which of the following are exemptions for non-issuers?
2. a.Securities up to $1.5 million in any 12-month period if compliance with Regulation A is achieved.
3. b.Resales of restricted securities acquired under Regulation D.
4. c.The 1933 Act offers no exemptions from registration for sales by non-issuers.
5. d.Sales of restricted or nonrestricted securities by affiliates.