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SECTION 3
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SECTION 4
'33 ACT Reg
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 1. (a) Describe the pricing process. (b) After the registration statement is effective and the offering is priced, to which of its customers that gave indications of interest during the waiting period can RTC Securities send confirmations.

2. After the registration statement is declared effective, brokers and dealers participating in the offering call the customers from whom they previously received an indication of interest, advise them that the registration is effective, confirm the customer's offer to buy a specified number of shares, prepare written orders for such purchase and the backoffice prepares to mail a confirmation to all such purchasers, all of whom have previously been sent a copy of the preliminary prospectus. What additional procedure, if any, must be followed in order to confirm the transaction?

3. After the confirmations are sent by Dog Securities, a member of the selling group, customer I. Renege calls Dog Securities and cancels his order. What liability, if any, does I. Renege have? See UCC Article 8-133

4. Several institutional investors who had given indications of interest, on being called to confirm the transaction advised Dog Securities that they had decided not to purchase any part of the offering. What liability, if any, do they have?

5. Assume that a substantial part of the offering remains unsold the second day after the registration statement became effective, pricing, and the initial efforts to complete the distribution. Dog Securities in an effort to sell the balance of its allotment sends to a list of institutional investors a copy of the definitive prospectus accompanied by a lengthy letter describing the company's product, the background of the officers and directors, and expressing optimism about the company's future. Do these activities involve a violation of the Securities Act? Is the letter a free writing prospectus that has to be filed? What if it was a Rule 430A prospectus rather than definitive prospectus; same answer

6. The registration statement goes effective without pricing information as permitted by Rule 430A. The following day the offering is priced. When must the Rule 424(b) prospectus be filed. See Rule 430A and Rule 424(b)(1)? If pricing does not occur until 20 days after the effective date, can the pricing information be furnished by a Rule 424(b) supplement? See Rule 430A  If not, how must it be furnished. Why would you not want this to occur?

7. Going back to to the first part of question 5 and assuming that the offering was priced on the day following the effective date and the Rule 424(b)(1) prospectus is filed timely, are the underwriters and members of the selling group that have sold securities as part of the transaction required to send a confirmation? See Rule 10b-10?

. 8. Silicon Securities as the lead underwriter under Rule 15c2-8 had the obligation to make a preliminary prospectus available in requirements of the Rule. In addition, under the underwriting agreement has the obligation to make a final prospectus available to the extent needed. To what extent will a final prospectus be needed? Explain? What must those confirming sales in the distribution be prepared to do? See Rule 172 and Rule 173. If a final prospectus is requested, must it be sent before the settlement day (usually 3 business days after the transaction date)?

9. Assume that the Rule 424(b)(1) prospectus was not filed until five business days after pricing. How does that change your answers to 8. above if at all?

10.. Swab Securities, an on-line broker-dealer that transacts its securities business only on-line, does not participate in the offering, but on completion of the offering executes a number of orders received from its on-line customers. The security is listed on Nasdaq as a small cap security. Is it required to deliver a Section 10(a) prospectus in connection with the transaction? If so why? If not, why not and what must it do. Same question for orders received 26 days after the offering date. See Rule 174 and SOR amendment to Rule 174.