61-1-14(2)(h) – Institutional Investor Transactional Exemption


(2) The following transactions are exempted from Sections 61-1-7 and 61-1-15:

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(h) an offer or sale to one of the following whether the purchaser is acting for itself or in a fiduciary capacity:
(i) a depository institution;
(ii) a trust company;
(iii) an insurance company;
(iv) an investment company as defined in the Investment Company Act of 1940;
(v) a pension or profit-sharing trust;
(vi) other financial institution or institutional investor; or
(vii) a broker-dealer;

Division Interpretive Commentary

These individuals/institutions have the wherewithal by the very nature of their business to protect themselves. Therefore, these investors do not need the protection of the registration provisions.

This exemption is also used by broker-dealers in wholesale transactions

Interpretive Opinions

Mitchell Hutchins Asset Management, Inc., File # A30132-35, June 21, 1994
The Division found that Mitchell Hutchins Asset Management, Inc., a wholly owned subsidiary of Paine Webber Incorporated, was an Institutional Buyer pursuant to § 61-1-14(2)(h) of the Utah Uniform Securities Act.

Pacific Crest Investment & Loan, File # A57634-47, December 4, 1996
Among other findings, the Division held that the offer and sale of securities to credit unions in Utah were exempt from registration pursuant to § 61-1-14(2)(h) of the Act, as credit unions are considered financial institutions for the purposes of this exemption.

Prudential Securities Incorporated, File # A48619-35, November 21, 1995
The Prudential Securities Incorporated Section 401(k) plan qualified as a "pension or profit-sharing trust" for purposes of the Institutional Buyer exemption found in § 61-1-14(2)(h) of the Utah Uniform Securities Act.

Standish, Ayer & Wood, Inc., File # A40340-34, January 9, 1995
A "qualified institutional buyer," as defined under Regulation 144A(a)(1) of the 1933 Securities Act, could qualify as an "other institutional investor" only in the context of a private resale of securities to an institution as it relates to SEC Rule 144.