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Series 63: Regulation of Broker-Dealers & Agents
Series 63 practice questionmediumLimited Offering Exemption—Commissions

A broker-dealer participates in a private placement in State Z, selling to seven non-institutional clients and one institutional client over a 12-month period. The BD receives commissions on all sales. Which is MOST accurate?

  1. AThe offering is exempt for both types of clients.
  2. BIt is exempt for the institutional client only; commissions disqualify the exemption for retail clients.✓ Correct answer
  3. CNo exemption applies because commissions are paid.
  4. DIt's exempt for retail clients only, not for the institutional client.
Explanation

Why BIt is exempt for the institutional client only; commissions disqualify the exemption for retail clients.

USA §402(b)(9) allows commission for institutional clients but not for non-institutional/retail clients for this exemption. Commissions for retail clients violate the exemption; institutional clients are not counted against the 10-person limit.

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