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Securities Industry Essentials Questions 41–45 (page: 10)

Updated On: 10-Feb-2026

SEC regulations permit a company to issue securities exempted from registration requirements of the Securities Act of 1933 under which of the following conditions?

  1. Offerings sold inside of the U.S. to non-U.S. persons
  2. Offerings sold with no more than 40 accredited investors
  3. Offerings sold with an aggregate price exceeding $5 million
  4. Offerings with no more than 35 non-accredited investors and an unlimited number of accredited investors

Answer(s): D

Explanation:

Regulation D (Rule 506(b)): Allows offerings to an unlimited number of accredited investors and up to 35 non-accredited investors, provided certain disclosure requirements are met.

Incorrect Options:

A: Refers to Regulation S, which governs offshore offerings, not domestic exemptions.

B: There is no 40-investor limit in Regulation D.

C: The $5 million limit applies to Rule 504, not Rule 506(b).


Reference:

SEC Regulation D: SEC Regulation D.



A customer wants to establish an account for the benefit of his grandchildren. He states to his registered representative that he wants to be able to control the distribution of the assets and direct how the account will be invested.
Which of the following account types is most appropriate?

  1. Trust
  2. UTMA
  3. 529 savings plan
  4. Certificate of deposit (CD)

Answer(s): A

Explanation:

Trust Accounts: Provide the account owner (trustee) full control over distributions and investment decisions. Suitable for complex estate planning needs.

Incorrect Options:

UTMA: Transfers control to the minor upon reaching the age of majority.

529 Plan: Used for educational savings, with limited control over distributions.

CD: A fixed-term deposit, not an account type for managing distributions.


Reference:

SEC and FINRA Guidelines on Trusts: FINRA Trust Accounts.



An investor sells shares of a closed-end fund at the market.
Which of the following responses best describes the net proceeds to be received?

  1. Net asset value (NAV)
  2. NAV less any redemption fee
  3. Bid price less any commission
  4. Public offering price (POP) less any redemption fee

Answer(s): C

Explanation:

Closed-End Funds: Trade on exchanges like stocks, and the investor receives the bid price (market price) minus any applicable commissions.

Incorrect Options:

A & B: NAV applies to open-end mutual funds, not closed-end funds.

D: POP applies to initial sales of mutual fund shares.


Reference:

SEC Guidance on Closed-End Funds: SEC Closed-End Funds.



Which of the following statements best describes an American Depositary Receipt (ADR)?

  1. ADRs trade like U.S. issues and are quoted in U.S. dollars.
  2. ADRs trade like U.S. issues and are quoted in foreign currency.
  3. ADRs represent shares of a U.S. security held in foreign commercial banks.
  4. ADRs represent shares of a foreign security held in foreign commercial banks.

Answer(s): A

Explanation:

ADRs: Represent foreign securities but are issued in the U.S. and quoted in U.S. dollars, making them easier for American investors to trade.

Incorrect Options:

B: ADRs are quoted in U.S. dollars, not foreign currencies.

C & D: ADRs represent foreign securities held by U.S. banks, not foreign banks.


Reference:

SEC Bulletin on ADRs: SEC ADR Overview.



A registered representative wants to open an account for himself at a different financial institution. Under FINRA rules, which of the following accounts requires prior written consent from his employing broker-dealer?

  1. A 529 savings plan account established for his grandchild
  2. Mutual fund accounts held directly with the fund company
  3. Variable contracts registered under the Investment Company Act
  4. An investment advisory account in which securities transactions are effected

Answer(s): D

Explanation:

FINRA Rule 3210: Requires registered representatives to obtain written consent from their employing broker-dealer before opening accounts at other financial institutions if securities transactions will occur.

Incorrect Options:

A, B, and C: These accounts are exempt because they do not involve direct securities transactions requiring monitoring.


Reference:

FINRA Rule 3210 (Accounts at Other Institutions): F, I, N, R, A Rule 3210.



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