Series 24
Variable Annuity Applications Forwarding to Issuer - correct answer ✔Must
be forwarded promptly!
Variable Annuity Tender within 7 business days - correct answer ✔BD
refunds the underwriter and the underwriter refunds to the issuer
Research Report Disclosure - correct answer ✔Does not need to disclose if
it was a selling group member.
Max sales load Mutual Fund - correct answer ✔8.5%
Concessions and Allowances - correct answer ✔May never be given to non-
member firms
OSJ Inspection Frequency - correct answer ✔Annually
FINRA Mark up policy - correct answer ✔Applies to "diskless transactions" in
OTC securities. Doesn't apply to securities with a prospectus
FINRA 5% policy - correct answer ✔...
Rule 147 - correct answer ✔Principal place of business must be in the state.
80% of gross revenues, proceeds, and assets in the state. 9 month period
Regulation D - correct answer ✔...
,Regulation A - correct answer ✔Offering Circular
Rule 144a - correct answer ✔...
Regulation S - correct answer ✔Governs offers and sales made outside the
US. Discretionary account for non-US citizen is not considered a US person
Rule 144 - correct answer ✔Limits sales in a 90 day period to 1% of
outstanding shares or the average volume of the most recent 4 (FOUR!!)
week period.
Rules 13e-3 - correct answer ✔Going from public to private. Purchase of
equity security by the issuer. Tender offer made by issuer. Soliciation of any
equity security holder by the issuer.
Regulation S-K - correct answer ✔Regulates the requirements of the content
of NON_FINANCIAL portions of the registration statement
(General bus dev, financial information about individual segments, legal,
dividends)
Reg S-X requirements - correct answer ✔Audited balance sheets for the 2
most recent fiscal years
Audited income and cash flow statements for each of the 3 fiscal years
preceding the most recent audited balance sheet
Retention of audit and revenue records must be kept for 7 years
Regulation S-X - correct answer ✔Sets forth the firm, content, and
requirements for FINANCIAL STATEMENTS filed with or as part of
Registration Statements filed with the SEC for new issues and mutual funds.
, Free writing prospectus - correct answer ✔Written communication, including
email, that constitutes an offer to sell or solicitation to buy securities in a
registered offering by means other than a statutory prospectus. Used with
shelf distribution
Placement Agent - correct answer ✔BD that agrees to use its best efforts to
distribute the issue to its investors. Cannot stabilize, only do "best efforts", can
be passive market makers. Must conduct due diligence on the issuer
Shelf Registration Time - correct answer ✔Upcoming THREE year period
Penalty Syndicate Bid Provision - correct answer ✔If customers of firms
participating in the underwriting sell their shares to the managing underwriter
at the stabilizing bid the firm:
1. Loses the compensation related to these shares
2. Is penalized a certain amount per share
Rule 104 - correct answer ✔Stabilization or pegging the price is generally
prohibited except for the purchase of preventing or retarding a decline in the
market price of a security during a securities offering in accordance with SEC
rules. Only done by managing underwriter. Stabilization clause must be in the
prospectus.
Rule 103 (exceed 30% ADTV) - correct answer ✔Must withdraw its
quotations within 30 seconds and may not re-enter the market for the
remainder of that day.
Rule 103 - correct answer ✔Permits broker/dealers to engage in market
making transactions in covered securities that are NASDAQ Securitie.
NASDAQ must receive notice one day in advance. Limited to bids and
Variable Annuity Applications Forwarding to Issuer - correct answer ✔Must
be forwarded promptly!
Variable Annuity Tender within 7 business days - correct answer ✔BD
refunds the underwriter and the underwriter refunds to the issuer
Research Report Disclosure - correct answer ✔Does not need to disclose if
it was a selling group member.
Max sales load Mutual Fund - correct answer ✔8.5%
Concessions and Allowances - correct answer ✔May never be given to non-
member firms
OSJ Inspection Frequency - correct answer ✔Annually
FINRA Mark up policy - correct answer ✔Applies to "diskless transactions" in
OTC securities. Doesn't apply to securities with a prospectus
FINRA 5% policy - correct answer ✔...
Rule 147 - correct answer ✔Principal place of business must be in the state.
80% of gross revenues, proceeds, and assets in the state. 9 month period
Regulation D - correct answer ✔...
,Regulation A - correct answer ✔Offering Circular
Rule 144a - correct answer ✔...
Regulation S - correct answer ✔Governs offers and sales made outside the
US. Discretionary account for non-US citizen is not considered a US person
Rule 144 - correct answer ✔Limits sales in a 90 day period to 1% of
outstanding shares or the average volume of the most recent 4 (FOUR!!)
week period.
Rules 13e-3 - correct answer ✔Going from public to private. Purchase of
equity security by the issuer. Tender offer made by issuer. Soliciation of any
equity security holder by the issuer.
Regulation S-K - correct answer ✔Regulates the requirements of the content
of NON_FINANCIAL portions of the registration statement
(General bus dev, financial information about individual segments, legal,
dividends)
Reg S-X requirements - correct answer ✔Audited balance sheets for the 2
most recent fiscal years
Audited income and cash flow statements for each of the 3 fiscal years
preceding the most recent audited balance sheet
Retention of audit and revenue records must be kept for 7 years
Regulation S-X - correct answer ✔Sets forth the firm, content, and
requirements for FINANCIAL STATEMENTS filed with or as part of
Registration Statements filed with the SEC for new issues and mutual funds.
, Free writing prospectus - correct answer ✔Written communication, including
email, that constitutes an offer to sell or solicitation to buy securities in a
registered offering by means other than a statutory prospectus. Used with
shelf distribution
Placement Agent - correct answer ✔BD that agrees to use its best efforts to
distribute the issue to its investors. Cannot stabilize, only do "best efforts", can
be passive market makers. Must conduct due diligence on the issuer
Shelf Registration Time - correct answer ✔Upcoming THREE year period
Penalty Syndicate Bid Provision - correct answer ✔If customers of firms
participating in the underwriting sell their shares to the managing underwriter
at the stabilizing bid the firm:
1. Loses the compensation related to these shares
2. Is penalized a certain amount per share
Rule 104 - correct answer ✔Stabilization or pegging the price is generally
prohibited except for the purchase of preventing or retarding a decline in the
market price of a security during a securities offering in accordance with SEC
rules. Only done by managing underwriter. Stabilization clause must be in the
prospectus.
Rule 103 (exceed 30% ADTV) - correct answer ✔Must withdraw its
quotations within 30 seconds and may not re-enter the market for the
remainder of that day.
Rule 103 - correct answer ✔Permits broker/dealers to engage in market
making transactions in covered securities that are NASDAQ Securitie.
NASDAQ must receive notice one day in advance. Limited to bids and
