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Series 63: Regulation of Investment Advisers
Series 63 practice questionhardDistinction: Institutional vs. Retail

A William Blair junior banker receives a request from an out-of-state trust company (not a bank) for advisory service. The banker's advisory firm has no office in the trust company’s state and only institutional clients. Under the Uniform Securities Act, which is the firm’s registration obligation?

  1. AExempt due to the institutional adviser exemption; trust companies are included.✓ Correct answer
  2. BNot exempt; trust companies are not among institutions covered by the exemption.
  3. CExempt only if the trust company’s assets exceed $50 million.
  4. DNot exempt unless the Administrator grants a case-by-case waiver.
Explanation

Why AExempt due to the institutional adviser exemption; trust companies are included.

For Uniform Securities Act purposes, a trust company is treated within the statutory bank or institutional-client framework. An adviser with no place of business in the state whose clients there are limited to qualifying institutional clients can rely on the institutional adviser exemption. The stem supplies no asset threshold or case-by-case waiver requirement.

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