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Private University, a private nonprofit educational institut

    Private University, a private nonprofit educational institutionlocated in California, decides to issue “Shares in Learning”certificates in a one-time offering to the public. These shares will besold for $500 each and entitle the bearer to redeem each certificate fortwo undergraduate or one graduate college credit in any of its schoolsat any time in the future. The shares may also be resold withoutrestriction by the initial purchaser. The offering will be made via theInternet. Will the offering need to be registered with the Securities andExchange Commission (SEC) under the Securities Act of 1933? Explain.Does your answer differ if “Shares in Learning” are issued by PrivateCollege, a proprietary for-profit institution that does business in all50 states? Why?

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