Choice "A" is correct. While the securities of a not-for-profit corporation are indeed exempt from registration (making choice "d" a tempting choice), where a prospectus is issued and contains material misrepresentations, liability can be imposed under the 1933 Act.Choice "b" is incorrect. Securities of not-for-profit corporations need not be registered.Choice "d" is incorrect. See above explanation.Choice "c" is incorrect. The 1933 Act imposes liability on the negligent issuer for making material misrepresentations in any written offer, and a prospectus is considered to be a written offer under the 1933 Act.