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Series 63: Regulation of Securities & Issuers
Series 63 practice questioneasyExempt Transactions — Institutional Buyers

In a state-law practice set, a candidate reviews the following scenario. Prioritize the registration trigger and ignore irrelevant noise. Transactions with institutional buyers are exempt from state registration. Which of the following is considered an institutional buyer under the USA?

  1. AAny individual with a net worth exceeding $100,000
  2. BA bank, insurance company, or registered investment company✓ Correct answer
  3. CAny corporation with annual revenues exceeding $500,000
  4. DA sole proprietorship engaged in securities trading
Explanation

Why BA bank, insurance company, or registered investment company

Under USA Section 402(b), transactions with institutional buyers such as banks, insurance companies, registered investment companies, pension funds, and other financial institutions are exempt from state registration. These entities are considered sophisticated enough to evaluate investments without the protections afforded by state registration. The extra setup is just noise; the controlling state-law rule stays the same.

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