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Series 63: Regulation of Securities & Issuers
Series 63 practice questionmediumPrivate placement – counting rules for entities

A private placement in State Q is offered to five pension funds and six individuals. For exemption purposes, how many purchasers are counted under USA rules?

  1. A11, because every entity and individual is counted separately
  2. B6, because institutional investors are not counted✓ Correct answer
  3. C5, because only the institutional investors count
  4. D1, if all pension funds are managed by the same fiduciary
Explanation

Why B6, because institutional investors are not counted

Institutional investors (like pension funds) are excluded from the 10-purchaser limit; only the six individuals count. Wrong answers ignore this exclusion (USA 402(b)(9)).

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