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Series 63: Regulation of Broker-Dealers & Agents
Series 63 practice questioneasyLimited Offering Exemption

A broker-dealer sells an unregistered security to eight non-institutional investors in a state within a 12-month period, with no commissions paid. All investors are known personal acquaintances. Does this transaction qualify for a limited offering exemption under the USA?

  1. AYes, because the offering is limited to 10 or fewer non-institutional investors.✓ Correct answer
  2. BNo, because personal acquaintance is not a factor.
  3. CNo, because more than five investors are involved.
  4. DYes, but only if all investors sign a suitability statement.
Explanation

Why AYes, because the offering is limited to 10 or fewer non-institutional investors.

USA §402(b)(9) provides an exemption if the sale involves no more than 10 retail investors in a 12-month period. Personal acquaintance and suitability statement are not required by the statute, and the five-investor rule is not correct under the USA.

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