63 state registration for securities

not subject to registration

• r etirement ira keogh
• I nsurance or endowment annuity where ins. promise to pay fixed amount or periodic or lump sum paymet
• c ollectalbes
• c ommodities
• c ondo for personal residence
• c urrency

proceeds of the sale go to the issuer . all newly issued securities are issuer transactions. the proceeds of the sale go to the company itself.

proceeds do not go directely to the issuer . example sold on the NYSE or nasdaq. proceeds go to the investor.

• National Securites Markets Improvement Act.
• established the sec as the regulator of nationally based secutities acivities leavin the states with aurhtority over state based secutrities . and leavin the federal covered securities to the feds

• has a federally imposed exemption from the state.
• These cannot be regulation by the states.

• 1. listed securites: authorized for listing on the nyse and sec registered exchanges. nasdaq
• blue chip
• 2. Investment company act 1940
• unit investment trust
• face amount ceritcate
• closed and open end management companies
• 3.exempt securites under reg d . muni of government ( not state muni)

• 1. notification or filing
• 2. Coordination
• 3. qualificaton

securities thate are nonlisted not exempt . this filing takes place at the state level.

• means coordinating a federal registration with a state registration.
• issuers must follow additional consent to service

If they can not be registered in any other way. securities sold in only one state.

• THE USA exempts both securities and transactions from registration.
• an exempt security retains exemption on initially and subsequent trading.... BUT exemption bust be established before each transaction.

• US and canadian government and muni securities.
• foreigh govt securities
• depository institutions
• Insurance company securites
• public utility securities
• federal covered secutirties
• secutiries by non profit and cooperatives
• securites of employee benefit plans
• commercial paper and bankers acceptances most common

• isolated nonissuer transactions. One time like selling your home one time by owner.
• Unsolicitied brokerage transaction
• underwriter transactions ( between issuer and underwriter)
• Bankruptcy guardian or conservtor transactions

• institutional investor
• limited offering
• preorganization cerificates
• existing security holders
• specified nonissuer transaction

REG D NET WORTH 1MIL AND 200 THOUSAND FOR THE PAST 2 YEARS

investor that manage large amts of money for others ....mutual funds insurance company banks or pension funds