Series 7

Front 1

Rule 144

Back 1

Regulates sale of control/restricted stock.

- Restricted/Non-affiliated = 6 mth, no limit

- Restricted/Affiliated = 6 mth, vol limit

- Control/Affiliated = no hold, vol limit

vol limit = 1% out. or 4 week avg every 90 days

Front 2

Rule 147

Back 2

Intrastate offerings.

- Offering in one state exempt if issuer:

has office, >= 80% income, >= 80% assets, use >=80% proceeds, b/d in state

- Purchaser may not sell to other state for at least 9 months

Front 3

Regulation A+

Back 3

Small size offering in a 12 month period. Provide offering circular or notice of sale.

- Tier 1: <= $20mm, <= $6mm from existing

- Tier 2: <= $50mm, <= $15mm from existing

Tier 2 must be "qualified", accredited or invests less than 10% of net worth or income (greater)

Front 4

Regulation D

Back 4

Private placement.

- May be made to <= 35 non-accredited investors with NO advertising to anyone

- Or to accredited investors

Must have same information as if prospectus

Front 5

Accredited

Back 5

Net worth >= $1mm excluding primary residence. Or income >= $200k for single, $300k for joint

Front 6

Rule 144a

Back 6

Sales to Qualified Institutional Buyers

who have >= $100mm in assets

Front 7

Charitable donation of securities

Back 7

Donator may deduct market value at time of donation

Front 8

Gifting of securities

Back 8

For gift-tax purposes, market value at time of donation is used. Recipient's cost basis is original cost basis

Front 9

401(k)

Back 9

Qualified salary reduction plans

Front 10

Qualified retirement plans

Back 10

- Contributions tax deductible

- Plan approved by IRS

- Cannot discriminate

- All withdrawals taxed

- Plan is a trust

Front 11

Non-qualified retirement plans

Back 11

- Contributions not tax deductible

- Plan does not need approval by IRS

- Plan can discriminate

- Withdrawals taxed on excess over cost-basis

- Plan is not a trust

Front 12

Spousal IRA

Back 12

Individuals with non-working spouse, filing jointly, can contribute twice the allowable limit, split between two accounts.

Front 13

Ineligible IRA

Back 13

Investments: collectibles, life insurance

Practices: shorts, speculative options, margin

Munis are inappropriate

Front 14

IRA Rollovers

Back 14

Qualified to qualified rollover can be done once a year and funds must be deposited within 60 days of withdrawal

Front 15

Roth IRA

Back 15

After-tax contributions, but also up to max allowable. Combined with normal IRA must also limited by max.

No required distributions at 70.5 years

Front 16

Coverdell