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Broker-Dealer Wheeler has no offices in the state.

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Broker-Dealer Wheeler has no offices in the state. Wheeler does, however, sell corporate bonds from his portfolio to banks and insurance companies located in the state that purchase the bonds for their investment portfolios. He executes about twelve of these transactions a year. Wheeler profits from the price appreciation of the bonds during the time he held them, but receives no other form of compensation. Based on these facts,

A.

Wheeler must register as a broker-dealer in the state, but the securities do not need to be registered.

B.

Wheeler need not register in the state, and the securities are also exempt from registration.

C.

Wheeler must register as a broker-dealer in the state, and the securities must also be registered before they can be sold to in-state investors.

D.

Wheeler need not register in the state, but the securities must be registered before they can be sold to in-state investors.

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