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Institutional Investors

Statute: ยง 551.202(13)(a), (b) and (c) Wis. Stats., DOES NOT apply to accredited Investors under 551.202(13)(am).

Used for:  Offers or sales of securities to

  • an institutional investor as defined in 551.102(11).
  • a federal covered investment adviser.
  • any other person exempt by rule or order.

Filing requirement: There is no filing requirement for the categories of "institutional investor" in § 551.202(13)(a), (b) and (c). However, for the "accredited investor" exemption in 551.202(13)(am), compliance with the Consent to Service of Process requirement therein is necessary in order to claim that exemption for sales to individual accredited investors listed in federal Rule 501(a)(5)or(6).

Frequently asked questions:

Q: Is this exemption self-executing?

    A: Yes, for the categories of "institutional investors" in § 551.202(13)(a), (b) and (c).

Related considerations:  The licensing exemptions set forth at § 551.401(2), 551.402(2), 551.403(2), and 551.404(2), Wis. Stats., which allow transacting securities business in Wisconsin as a broker-dealer, agent, investment adviser or investment adviser representative without being licensed, are available only if the firm's or agent's Wisconsin clients are solely institutional investors in § 551.102(11) Wis. Stats.

History:Predecessor statute 551.23(8), Wis. Stats., adopted on January 1, 1970.  Revised from Uniform Act of 1956 § 402(b)(8).  Amended effective 9/30/71 to add "savings and loan association" and "the state or an agency or instrumentality." Repealed and recreated effective 4/27/84 to reorganize into separate paragraphs.  Amended effective 5/3/88 to add to paragraph (c) that pension or profit­sharing trusts must be administered by specified financial institutions.  Amended effective 5/7/92 to add "savings bank" to paragraphs (b) and (c). Amended effective 12/3/93 to add "individual accredited investor" exemption category in paragraph (g).  Amended July 9, 1998, to reflect the adoption of the National Securities Markets Improvement Act of 1996. Amended October 1, 2002 to delete "individual" concept and incorporate by reference the federal accredited investor definition in Rule 501(a) under Regulation D [17 CFR 230.501(a)]. Repealed and recreated effective January 1, 2009 as 551.202(13)(am) regarding individual accredited investors, and as 551.202(13)(a) & 551.102(11) regarding institutional investors.


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