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The correct answer was: II only.
Any security may be registered by qualification, but that would only be required if another method of registration were unavailable. ABC, Inc., must be SEC-registered because its previous offering was in several states. Generally, the nonissuer sale of an SEC-registered security that has been outstanding at least 180 days is an exempt transaction and, therefore, does not require registration. Since XYZ, Inc., will not have a federal registration statement, registration by coordination will not be available. AAA, Inc., will require federal registration in connection with the same offering, registration by coordination will be available.